ASSET TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT

 EXHIBIT 10.1
                             ASSET TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS ASSET TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT
("Agreement") is made and entered into the 22nd day of March, 1996,
by and between Bexy Communications, Inc. a Delaware corporation
("Assignor"), and Mar Ventures Inc., a Delaware corporation
("Assignee").

                                                     RECITALS

         WHEREAS, Assignor is a company engaged in the media business
and intends to enter the oil and gas exploration business;

         WHEREAS, Assignor intends to transfer all of its assets
related exclusively to its media business (the "Business") to
Assignee in exchange for Assignee's assumption of all of the
liabilities of the Business;

         WHEREAS, Assignor has formed Assignee to receive the transfer
of and hold Assignor's assets related exclusively to the Business
(the "Assets") and operate the Business; and

         WHEREAS, the parties desire to set forth the terms of the
transfer and assumption herein.

         NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:

         1.       Transfer, Assignment and Assumption.

                  1.1      Transfer and Assignment of Assets.  Assignor hereby
grants, conveys, assigns and transfers to Assignee all of its
right, title and interest in and to all of the Assets, including,
but not limited to, the following:

                           1.1.1            Intellectual Property.  All of those
trademarks, trade names, copyrights, service marks, licenses or
patents listed in the Schedule of Patents, Copyrights and
Trademarks attached hereto as Exhibit A and incorporated herein by
referenced (the "Intellectual Property");

                 1.1.2            Personal Property.  All of those items of
furniture, fixtures, all associated production equipment and other
equipment, computer equipment, hardware and other tangible personal
property listed on the Schedule of Personal Property attached
hereto as Exhibit B and incorporated herein by reference (the
"Personal Property");

                    1.1.3            Program Agreements.  All of the Assignor's
right, title and interest in and to those certain production and
distribution agreements and contracts (the "Agreements") related to
the attached hereto as Exhibit C and incorporated herein by
reference;

                           1.1.4            Equipment Leases.  All of Assignor's
right, title and interest as lessee in and to those certain
equipment leases for leased equipment owned by Assignor listed on
the Schedule of Equipment Leases attached hereto as Exhibit D and
incorporated herein by reference (the "Equipment Leases");

                           1.1.5            Contracts, Accounts Receivable and
Inventory.  Any contracts, accounts receivable and inventory of
Assignor relating exclusively to the Business attached hereto as
Exhibit E (the "Contracts");

                     1.1.6            All Other Assets.  All of the other assets
of Assignor described in Exhibit F and incorporated herein by
reference whether or not specifically referred to in any of the
preceding paragraphs of this Section 1.

                  1.2      Assumption of Liabilities.  Assignee accepts the
grant, conveyance, assignment and transfer of the Assets as
provided in Section 1.1 and in exchange for Assignor's transfer of
Assets, the Assignee agrees to irrevocably and unconditionally
assume all of the liabilities (including taxes) of Assignor with
respect to the Business or any of the Assets, including, but not
limited to, each of those liabilities described on the list
attached as Exhibit G and incorporated herein by reference (the
"Assumed Liabilities").  The Assignor does not have in effect:

                      1.2.1            any collective bargaining agreements; or

                  1.2.2            any employee benefit plan as defined in
ERISA.

         2.       Consideration.  In consideration for the transfer of the
Assets and the assumption of Assumed Liabilities of the Business,
Assignor and Assignee agree that the Assignee issue 452,000 of its
shares of common stock to be distributed to the shareholders of the
Assignor, pursuant to the terms of Distribution as defined in
Section 8 herein.

         3.       No Further Conveyance Necessary.  This Agreement shall
effectively assign, transfer and convey all of the interest in the
Assets from Assignor to Assignee without any further documents of
conveyance.  Likewise, this Agreement shall fully evidence the
assumption of all of the Assumed Liabilities by Assignee without
any further instrument of conveyance or assumption.

         4.       Representations of Assignor.  Assignor represents and
warrants as follows as of the date hereof:

                  4.1.     Organization, etc.  Assignor is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Delaware and has the corporate powers necessary to own
its property and to carry on its business as now conducted and as
proposed to be conducted.

                  4.2      Authorization.  The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized by all necessary
corporate action on the part of Assignor.  This Agreement
constitutes the valid and binding obligation of Assignor,
enforceable against it in accordance with its terms.

                  4.3      No Breach.  The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby will not violate, result in any breach of, or constitute a
default under (i) Assignor's Certificate of Incorporation or
Bylaws, (ii) any material agreement to which Assignor is a party or
by which Assignor is bound, (iii) any order, judgment, injunction
or decree of any court, arbitrator or governmental agency binding
upon Assignor or by which any of its material assets are bound or
(iv) any law, rule or regulation applicable to Assignor.

                  4.4      Tax and Other Returns and Reports.  Except as set
forth in Schedule of Assumed Liabilities in Exhibit G, delivered
concurrently herewith, (i) all tax returns and tax reports required
to be filed by Assignor have been filed with the appropriate
governmental agencies in all jurisdictions in which such returns
and reports are required to be filed and where failure to file
would materially and adversely effect Assignor, (ii) all government
income, franchise, property and other taxes paid or chargeable to
the operation of Assignor in accordance with its normal initial
accounting and operational procedure (including interest and
penalties) (x) have been fully paid or (y) are being contested in
good faith by appropriate proceedings and are not material to
Assignor and (iii) no issues have been raised or are currently
pending by the IRS or any other governmental taxing authority in
connection with any of the returns and reports referred to in the
foregoing clause (i) which, individually or in the aggregate, might
have a material adverse effect on Assignor and (iv) no waivers of
the applicable statue of limitations have been executed.

                  4.5      Title to Property.  Assignor will transfer to
Assignee on the date hereof good and marketable title to the
Assets, free and clear of mortgages, pledges, charges,
encumbrances, equities, claims, covenants, conditions or reclaims,
except for matters that, in the aggregate are not substantial in
amount and do not materially detract from or interfere with the

present or intended use of any of the Assets, or materially impair
the Business (other than the Assumed Liabilities).

                  4.6      Effect of Representations.  The representations and
warranties of Assignor set forth in Section 3 are made solely for
the purpose of this Agreement and shall not (i) survive the
consummation of the transactions contemplated by this Agreement,
(ii) inure to the benefit of, or be enforceable by or against,
either the successors or permitted assigns of the parties hereto or
any other person, or (iii) give rise to any action or claim against
Assignor, including, without limitation, any action for negligent
misrepresentation.

         5.       Indemnification.  The Assignor and Assignee agree to
indemnify and hold harmless each other as follows:

                  5.1      Assignor shall indemnify, defend and hold harmless
Assignee from any and all loss, cost, expense and liability
(including attorneys' fees) incurred in connection with any claim
or asserted claim which may be made against Assignee and which
arises directly or indirectly from any breach of this Agreement by
Assignor.

                  5.2      Assignee shall indemnify, defend and hold harmless
Assignor from any and all loss, cost, expense and liability
(including attorneys' fees) incurred in connection with any claim
or asserted claim which may be made against Assignor and which
arises directly or indirectly from its officer's breach of this
Agreement by Assignee.

                  5.3      Promptly after receipt of notice of the commencement
of any action in respect of which indemnity may be sought against
either party hereunder, the indemnified party will notify the other
party in writing of the commencement thereof and the other party
shall, subject to the provisions stated below, assume the defense
of such action (including the employment of counsel, who shall be
counsel reasonably satisfactory to the indemnified party and shall
not be counsel to the other party), and the payment of expenses
insofar as such action shall relate to any alleged liability in
respect of which indemnity as available.  The indemnified party
shall have the right to employ separate counsel in any action and
to participate in the defense thereof, but the fees and expenses of
its counsel shall not be at the expense of the other party unless
the employment of that counsel has been specifically authorized by
the other party.

         6.       Access to Information.  Assignor and Assignee and each of
their counsel, accountants and other representatives shall have
full access during normal business hours to all properties, books,
accounts, records, contracts and documents of or relating to the
business of each other, and each of Assignor and Assignee shall
furnish to each other and his representatives all information

concerning the business, finances and properties of the other, that
may reasonably be requested in connection with the transactions
contemplated hereby.  Assignor and Assignee will treat all
information so obtained as confidential and preparation to this
Agreement.

         7.       Distribution of Assignee Shares.  Assignor agrees that,
as soon as practicable after the Form 10 (defined below) has become
effective, it will distribute substantially all of the 452,000
shares of Assignee Common Stock held by it as a dividend to
stockholders of Assignor (the "Distribution").  The record date and
other terms of the Distribution shall be determined by Assignor.

         8.       Representations of Assignee.  Assignee represents and
warrants as follows:

                  8.1      Organization, etc.  Assignee is a corporation duly
organized and validly existing under the laws of the State of
Delaware and has the corporate powers necessary to own its property
and carry on its business as proposed to be conducted.

                  8.2      Authorization.  The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized by all necessary
corporate action on the part of Assignee.  This Agreement
constitutes the valid and binding obligation of Assignee,
enforceable against it in accordance with its terms.

                  8.3      No Breach.  The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby will not violate (i) the Certificate of Incorporation or
Bylaws of Assignee, (ii) any material agreement to which Assignee
is a party or by which Assignee is bound, (iii) any order,
judgment, injunction or decree of any court, arbitrator or
governmental agency binding upon Assignee or by which any of its
material assets are bound or (iv) any law, rule or regulation
applicable to Assignee.

                  8.4      Effect of Representations.  The representations and
warranties of Assignee set forth in paragraphs 8.1, 8.2 and 8.3 are
made solely for the purpose of this Agreement and shall not (i)
survive the consummation of the transactions contemplated by this
Agreement, (ii) inure to the benefit of, or be enforceable by,
either the successors or permitted assigns of the parties hereto or
any other person, or (iii) give rise to any action or claim against
Assignee, including, without limitation, any action for negligent
misrepresentation.

         9.       Miscellaneous.

                  9.1      Assignment.  No assignment or transfer of any
interest, right or obligation of any party hereunder shall be

allowed without the prior written consent of all parties to this
Agreement.

                  9.2      Amendments.  This Agreement may not be amended,
supplemented or otherwise modified except in writing signed by or
on behalf of each party hereto.

                  9.3      Severability.  In the event that any provision of
this Agreement shall be held to be invalid, illegal or
unenforceable, in whole or in part, such invalidity, illegality or
unenforceability shall not in any way whatsoever affect the
validity of the other provisions of this Agreement and such other
provisions shall remain in full force and effect.

                  9.4      Further Assurances.  Each of the parties hereto
agrees that, from and after the date hereof upon the reasonable
request of the other party hereto and without further
consideration, such party shall execute and deliver to such other
party such documents and shall take such other actions as such
other party may reasonably request in order to carry out the
purposes and intentions of this Agreement, including, without
limitation, the vesting in Assignee of the title to the Assets in
accordance with such terms of this Agreement and the correction of
related errors and defects.

                  9.5      Governing Law.  This Agreement shall be governed by
the laws of the State of Delaware.

         IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

                                            ASSIGNOR:

                                            BEXY COMMUNICATIONS, INC.,
                                            a Delaware corporation

                                            By:                    
                                            Its:     President

                                            ASSIGNEE:

                                            MAR VENTURES, INC.,
                                            a Delaware corporation

                                            By:                              
                                            Its:     President 

Basic Info X:

Name: ASSET TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT
Type: Assumption Agreement
Date: June 18, 1996
Company: PYR ENERGY CORP
State: Delaware

Other info:

Date:

  • 22nd day of March , 1996

Organization:

  • Bexy Communications , Inc.
  • Mar Ventures Inc.
  • Schedule of Equipment Leases
  • Further Conveyance Necessary
  • Assignee Common Stock
  • the State of Delaware

Location:

  • ERISA
  • Delaware

Person:

  • Assignor