ASSIGNMENT OF LLC INTEREST

         Assignment  of  membership  interest in Prime  Resource  LLC from Prime
Resource  LLC,  a Utah  limited  Liabiity  Co.,  ("Prime"),  to  Andrew  Limpert
(Limpert) on this 10th day of January, 2002 in Salt Lake County, Utah.

                                    RECITALS

         WHEREAS,  Prime  acquired,  as of  January 1,  2002,  a 23%  membership
interest in Prime from Mr. William S. Campbell("Campbell");

         WHEREAS,  Prime has agreed to compensate Limpert with this LLC interest
for financial consulting and organizational services through the completion of a
proposed SB-2 offering of its shares,  subsequent to conversion from an LLC to a
corporation, to be filed later in 2002;

         WHEREAS,  the parties agree the Campbell  membership interest should be
valued at  $100,000  for  assignment  in  partial  satisfaction  of the  Limpert
services and the 26% corporate interest would be valued at $113,000;

         NOW THEREFORE, the parties initially agree and covenant as follows:

         Limpert is herewith  assigned the 23%  membership  interest  previously
owned by Campbell in Prime.  Prime and Limpert  understand  that Limpert has and
will continue to provide  financial  consulting and  organizational  services to
Prime  through  completion of a  reorganization  as a Utah  corporation  and the
filing of an SB-2 Registration Statement.  Limpert accepts such interest without
warranty, express or implied, except warranty of good title by Prime.

         Prime agrees to value the Limpert services at $113,000 and to issue not
less than 26% of the to be issued and outstanding  shares in a reorganized Prime
Corporation as subsequently  organized in complete  payment and discharge of its
obligation for payment of services to Limpert.

         DATED this 10th day January, 2002.

PRIME by its principal majority owners:

- -----------------------------------         ---------------------------------
Terry Deru, Manager, Member                          Andrew Limpert

- -----------------------------------
Scott Deru, Member

PRIME RESOURCES/Assign.Interest
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