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                                                                  EXHIBIT 10.13


                           TURNKEY DRILLING CONTRACT

THIS AGREEMENT, is made and entered into as of 1st day of December, 1998 by and
between the parties herein designated as "Partnership" and "Contractor."

          Partnership:      Blue Ridge Energy, Inc.
          Address:          632 Adams Street, Suite 710
                            Bowling Green, Kentucky 42101

          Contractor:       Blue Ridge Group, Inc.
          Address:          632 Adams Street, Suite 700
                            Bowling Green, Kentucky 42101

IN CONSIDERATION of the mutual promises, conditions and agreements herein
contained, Partnership engages Contractor as an Independent Contractor to
furnish the equipment, labor and services to drill, test, and complete its
portion of one Venture Well to be located in Shelby County, Texas, (referred to
herein as "Texas Venture Well") and nine Venture Wells to be located in Bell and
Knox Counties, Kentucky, (referred to herein as "Kentucky Venture Wells") in
search of oil and/or gas.

The Partnership will make the specified payments to Contractor in order (i) to
obtain a price from Contractor for the drilling and completion of the
Texas and Kentucky Venture Wells to a specified depth, (ii) to assure that
Contractor will be available to drill, test and complete the subject Texas and
Kentucky Venture Wells for the Partnership, (iii) to assure that Contractor will
make available on a preferential basis sufficient drilling and completion
apparatus needed to drill, test and complete the Texas and Kentucky Venture
Wells at the earliest possible time, (iv) to obtain a preferential use of
Contractor's services, and (v) to assure competent supervisory personnel are
available in the drilling and completion of the subject Texas and Kentucky
Venture Wells.

Contractor agrees to furnish all equipment, labor and services necessary for the
drilling to the depth indicated herein and the completion of such Texas and
Kentucky Venture Wells. Contractor agrees that the work to be conducted under
the terms of this Agreement will be done with diligence and care in a good and
workmanlike manner and agrees to provide competent supervision of the work
performed hereunder. Unless specifically otherwise provided for herein, all the
required equipment, services and labor are furnished for the price set forth
herein.

1.    LOCATION OF VENTURE WELLS:

See Exhibit "1" attached hereto and made a part hereof.

2.    TERMINATION DATE:

Contractor agrees to use its best efforts to complete operations for the
acquisition, drilling and testing of the Texas and Kentucky Venture Wells by
March 31, 1999, and Contractor and the Partnership agree that time is of the
essence under this Agreement.

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3.    BASIS OF DETERMINING AMOUNTS PAYABLE TO CONTRACTOR:

Contractor shall be paid $1,050,000 for the drilling, completion and equipping.

4.    DEPTH:

Subject to the right of the Partnership to direct the stoppage of work at any
time (as provided in paragraph 7), the Texas and Kentucky Venture Wells shall be
drilled to the depth as specified in Exhibit "1" or to the depth at which the
production casing (oil string) is set, whichever depth is first reached, which
depth is hereinafter referred to as the "Contract Depth."

5.    TIME OF PAYMENT:

      5.1 Basis: Payment by the Partnership to the Contractor of the Drilling
      Price becomes due and payable upon the receipt by the Partnership of an
      invoice from the Contractor. Neither commencement nor completion of
      Contractor's performance shall be a condition precedent to this obligation
      to pay.

      5.2 Attorneys' Fees: If this Agreement is placed in the hands of an
      attorney for collection of any sums due hereunder, or suit is brought on
      same, or sums due hereunder are collected through bankruptcy or probate
      proceedings, then the Partnership agrees that there shall be added to
      the amount due reasonable attorneys' fees and costs.

6.    COMPLETION PROGRAM:

The Partnership shall determine whether Contractor shall set an oil string. In
the event the Partnership directs that drilling operations cease and to abandon
the Texas and Kentucky Venture Wells, Contractor shall plug the Texas and
Kentucky Venture Wells, remove all drilling apparatus from the well sites and
the obligations of the parties hereunder shall cease. In the event the
Partnership directs Contractor to set an oil string and makes timely payment to
the Contractor of the completion price, Contractor shall commence the operations
necessary to complete the Texas and Kentucky Venture Wells for commercial
production, including the setting of an oil string and the acquisition, delivery
and installation of a pump jack, holding tank and all other necessary equipment
needed to extract and contain oil and/or gas from the Texas and Kentucky Venture
Wells. If Contractor should enter into an assignment with another entity to
undertake the Completion Program, Contractor may bill the Partnership, and the
Partnership will pay for any completion costs over and above the Completion
Price set forth herein.

7.    STOPPAGE OF WORK BY THE PARTNERSHIP:

Notwithstanding the provisions of paragraph 3 with respect to the depth to be
drilled, the Partnership shall have the right to direct the stoppage of the work
to be performed by the Contractor hereunder at any time prior to reaching the
Contract Depth and even though Contractor has made no default hereunder. If the
Partnership exercises its right to discontinue drilling a well, the Partnership
will not receive a refund for any unused portion of the Drilling Price allocable
to the discontinued well but the Partnership may direct Contractor to apply the
unused portion of the Drilling Price to the intangible cost of another well that
the Partnership shall specify. The unused portion of the Drilling Price will be
determined as follows:

Contractor shall determine a sum equal to all the actual expenses reasonably and
necessarily incurred up to the date the Partnership notified Contractor to
discontinue drilling plus such additional expenses reasonably and necessarily


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incurred in order for Contractor to cease operations, including plugging and
abandoning the hole, and dismantling the rig plus the sum of 15% of such total
actual expenses. This sum shall be deducted from the Drilling Price of the
Texas and Kentucky Venture Wells. The resulting difference shall be the unused
portion of the price.

8.    REPORTS TO BE FURNISHED BY CONTRACTOR:

      8.1 Contractor shall keep and furnish to the Partnership an accurate
      record of the work performed and formations drilled on the IADC-API Daily
      Drilling Report form or other form acceptable to the Partnership. A
      legible copy of said form signed by Contractor's representative shall be
      furnished by Contractor to the Partnership.

      8.2 Delivery tickets, if requested by the Partnership, covering any
      material or supplies furnished by the Partnership shall be turned in
      each day with the daily drilling report. The quantity, description and
      condition of materials and supplies so furnished shall be checked by
      Contractor and such tickets shall be properly certified by Contractor.

9.    RESPONSIBILITY FOR A SOUND LOCATION:

Contractor shall prepare a sound location, adequate in size and capable of
properly supporting the drilling rig. Contractor shall be responsible for a
conductor pipe program adequate to prevent soil and subsoil washout. In the
event subsurface conditions cause a cratering or shifting of the location
surface, and loss or damage to the rig or its associated equipment results
therefrom, the Partnership shall not be responsible for reimbursing Contractor
for any such loss or damage including payment of work stoppage rate during
repair and/or demobilization if applicable.

10.   RESPONSIBILITY FOR ROAD AND LOCATIONS:

Contractor agrees at all times to maintain roads to locations and each location
in such a condition that will allow free access and movement to and from the
drilling site in an ordinarily equipped highway type vehicle.

11.   PAYMENT OF CLAIMS:

Contractor agrees to pay all claims for labor, material, services and supplies
to be furnished by Contractor hereunder, and agrees to allow no lien or charge
to be fixed upon the lease, the Texas and Kentucky Venture Wells or other
property of the Partnership or the land upon which said Texas and Kentucky
Venture Wells are located.

12.   RESPONSIBILITY FOR LOSS OR DAMAGE:

      12.1 Contractor's Surface Equipment: Contractor shall assume liability at
      all times for damage to or destruction of Contractor's surface equipment,
      including but not limited to all drilling tools, machinery and appliances,
      for use above the surface, regardless of when or how such damage or
      destruction occurs.

      12.2 Contractor's In-Hole Equipment Basis: Contractor shall assume
      liability at all times for damage to or destruction of Contractor's
      in-hole equipment, including but not limited to drill pipe, drill collars
      and tool joints, and the Partnership shall be under no liability to
      reimburse Contractor for any such loss.


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      12.3 Partnership's Equipment: The Partnership shall assume liability
      at all times for any defective equipment owned by it, including but not
      limited to casing, tubing, well head equipment, and Contractor shall be
      under no liability to reimburse the Partnership for any such loss or
      damage.

      12.4 Fire or Blow-Out: Should a fire or blowout occur or should the hole
      for any cause attributable to Contractor's operators be lost or damaged
      while Contractor is engaged in the performance of work hereunder, all such
      loss of or damage to the hole including cost of regaining control of a
      fire or blowout, shall be borne by Contractor; and if the hole is not in
      condition to be carried to the Contract Depth as herein provided,
      Contractor shall, if requested by the Partnership, commence a new hole
      without delay at Contractor's cost; and the drilling of the new hole shall
      be conducted under the terms and conditions of this Agreement in the same
      manner as though it were the first hole and Contractor shall be
      responsible for replacement of any casing lost in a junked and abandoned
      hole as well as the cost of preparing a new drill site for the new hole
      and the road thereto. In such case, Contractor shall not be entitled to
      any payment or compensation for expenditures made or incurred by
      Contractor on or in connection with the abandoned hole.

13.   NO WAIVER EXCEPT IN WRITING:

It is fully understood and agreed that none of the requirements of this
Agreement shall be considered as waived by either party unless the same is done
in writing, and then only by the persons executing this Agreement, or other duly
authorized agent or representative of the party.

14.   FORCE MAJEURE:

If either party hereto is rendered unable, wholly or in part (and its
performance hereunder is not rendered merely commercially impracticable) by
force majeure to carry out its obligation under this Agreement, it shall give
the other party prompt written notice of the force majeure with reasonably full
particulars. Thereupon, the obligations of the notifying party, so far as they
are affected by the force majeure, shall be suspended during, but not longer
than, the continuance of the force majeure, and the notifying party agrees to
use reasonable diligence to remove the force majeure as quickly as possible.
This paragraph shall not relieve either party hereto for its obligations to
expend sums of money or to indemnify the other party hereto, as provided
elsewhere in this Agreement. The term "force majeure" as herein employed shall
mean an act of God, strike, lockout or other industrial disturbance, act of the
public enemy, war, blockade, public riot, lightning, fire, storm, flood,
explosion, extreme weather conditions, or governmental restraint.

15.   INFORMATION CONFIDENTIAL:

Upon written request by the Partnership, information obtained by Contractor in
the conduct of drilling operation on the Texas and Kentucky Venture Wells,
including, but not limited to depth, formations penetrated, the results of
coring, testing and surveying, shall be considered confidential and shall not be
divulged by Contractor or its employees, to any person, firm or any corporation
other than the Partnership's designated representative.

16.   ASSIGNMENT:

Neither party may assign this Agreement without the prior written consent of the
other, and prompt notice of any such intent to assign shall be given to the
other party. If any assignment is made that materially alters Contractor's
financial burden, Contractor's compensation shall be adjusted to give effect to
any increase or decrease in Contractor's operating costs.



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17.   NOTICES AND PLACE OF PAYMENT:

All notices to be given with respect to this Agreement unless otherwise provided
for shall be given to Contractor and to the Partnership respectively at the
addresses hereinabove shown. All sums payable hereunder to Contractor shall be
payable at the address hereinabove shown unless otherwise specified herein.


                                        BLUE RIDGE ENERGY, INC.



                                        By:     /s/ ROBERT D. BURR
                                                -------------------------------
                                                Robert D. Burr, President


                                        BLUE RIDGE GROUP, INC.



                                        By:     /s/ JAMES T. COOK, JR.
                                                -------------------------------
                                                James T. Cook, Jr.
                                                Sr. Vice President - Finance &
                                                C.F.O.


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                           EXHIBIT "1" TO EXHIBIT "D"

                                DECEMBER 1, 1998

The primary investment objectives of the Partnership are: (i) the acquisition of
the following Working Interests and Net Revenue Interests in ten oil and gas
wells:

<TABLE>
<CAPTION>
                            PARTNERSHIP       PARTNERSHIP
                              WORKING         NET REVENUE                                      TARGET
WELL NAME                    INTEREST          INTEREST        COUNTY, STATE    DEPTH        FORMATION
---------                    --------          --------        -------------    -----        ---------
<S>                         <C>               <C>              <C>              <C>          <C>
Huber-EREC #15                 25.0%           18.2500%          Bell, KY       2,500'       Maxon Sand
Huber-EREC #16                 25.0%           18.2500%          Bell, KY       2,500'       Maxon Sand
Huber-EREC #20                 25.0%           18.2500%          Bell, KY       2,500'       Maxon Sand
Evan Big Sandy #158            25.0%           18.2500%         Johnson, KY     3,500'       Devonian Shale
Evan Big Sandy #159            25.0%           18.2500%        Magoffin, KY     3,500'       Devonian Shale
Evan Big Sandy #160            25.0%           18.2500%         Letcher, KY     3,500'       Devonian Shale
Evan Big Sandy #162            25.0%           18.2500%         Johnson, KY     3,500'       Devonian Shale
Evan Big Sandy #133            50.0%           36.5000%          Knott, KY      3,500'       Devonian Shale
Evan Harlan $531               15.9%           12.6535%         Harlan, KY      6,000'       Coniferous Sand
USA-Thomas Hailey #1           30.0%           23.0000%         Shelby, KY      6,400'       James Limestone
</TABLE>


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