ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT

THE STATE OF TEXAS


COUNTY OF DALLAS


      THIS   ASSIGNMENT,   BILL   OF   SALE   AND  ASSUMPTION  AGREEMENT  (this
"Assignment") is made this ___ day of _________________,  2008,  by and between
NORTH  AMERICAN  GAMING  AND ENTERTAINMENT CORPORATION, a Delaware corporation_
("Assignor"), and E. H. HAWES,  II  ("Assignee").  This Assignment is expressly
made in accordance with and subject to the provisions of that certain Agreement
Concerning the Exchange of Common Stock  between  Assignor  and  Shaanxi  Chang
Jiang  So  You Neng Yuan Fa ZHANG Gu Feng You Xiang Gong Si, dated May 30, 2007
(the "Purchase  Agreement"),   closed  effective as of the date hereof, and the
provisions of said Purchase Agreement are  incorporated  herein by reference as
fully as though said provisions were set forth herein verbatim.

      In  consideration  of  TEN  AND  NO/100THS DOLLARS ($10.00),  the  mutual
premises  contained  herein  and other good  and  valuable  consideration,  the
receipt and sufficiency of which  are hereby acknowledged, Assignor does hereby
GRANT, SELL, CONVEY, ASSIGN, and DELIVER unto Assignee all of Assignor's right,
title and interest in and to the following:

      A.    All assets, tangible and  intangible,  real  or personal; all notes
and  accounts  receivable;  and  all contract rights and claims  against  third
parties (the "Assets").

      B.    The  Assets shall not include  the  following:  Minutes  books  and
corporate records,  tax  records  and files, corporate seals, stock records and
forms of stock certificates, contract rights relating to Assignor's securities,
and cash in the amount of $1,000.00 (the "Excluded Assets").

      TO  HAVE  AND TO HOLD the Assets  subject  to  the  following  terms  and
conditions:

      1.    Assumption  of  Obligations.  Assignee hereby assumes from Assignor
and agrees to perform and be  bound  by  the  provisions  of any contractual or
other duties and obligations associated with the Assets.

      2.    Assumed Liabilities.  Assignee hereby assumes and agrees to pay and
hold  Assignor  harmless  from  and against the liabilities set  forth  on  the
balance  sheet  of  Assignor,  together   with  any  contingent  or  unrecorded
liabilities that arose prior to the date hereof.

      3.    Observance  of  Laws:  This Assignment  is  made  by  Assignor  and
accepted by Assignee subject  to  all  applicable  laws,  ordinances, rules and
regulations.

      4.    Successors and Assigns:  The terms, covenants and conditions hereof
shall  bind  and  inure  to  the  benefit  of Assignor and Assignee  and  their
respective successors and assigns.  All terms,  covenants  and conditions shall
be  covenants  running with the land herein assigned and with  each  subsequent
transfer or assignment thereof.

      5.    Headings:   Titles  and  headings  in  this Assignment are included
solely for ease of reference and are not to be considered  in interpretation or
construction of this Assignment.






      IN  WITNESS  WHEREOF  this  Assignment is executed as of the  date  above
written.

                                    ASSIGNOR:







                                    NORTH AMERICAN GAMING AND ENTERTAINMENT
                                    CORPORATION















                                    By:________________________________________



                                    Name:______________________________________



                                    Title:_____________________________________







                                    ASSIGNEE:







                                    E.H. HAWES, II








STATE OF ________________

COUNTY OF _______________

      On this ____ day of __________________,  2008, personally appeared before
me _________________________, who being by me duly affirmed, did say that he is
the   ____________________   of   North  American  Gaming   and   Entertainment
Corporation., a Delaware corporation,  and  that  said instrument was signed by
said person on behalf of said corporation.

SEAL

                                    ____________________________________

                                    (Signature)

                                    My commission expires:________

STATE OF ________________

COUNTY OF _______________

      On this ____ day of __________________, 2008,  personally appeared before
me E. H. HAWES, II who being by me duly affirmed, did  say that said instrument
was signed by said person.

SEAL

                                    ____________________________________

                                    (Signature)

                                    My commission expires:________