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Exhibit 4.9



BROWNSTONE VENTURES INC.The Exchange Tower130 King Street West, Suite 2500Toronto, Ontario, Canada M5X 1A9

Strictly Confidential

July 15, 2009

Adira Energy Corp.

Attention:Ilan
Diamond

|Re: | Letter of Intent for Israeli Petroleum Interests
|--- | ------------------------------------------------

Further to our discussions, this letter (the "Letter of
Intent") sets forth the understanding between Brownstone Ventures Inc.
(Brownstone) and Adira Energy Corp. ("Adira) with respect to
the proposed Farm-in by Brownstone on Adira's interest in offshore Israeli oil
and gas exploration and development blocks, as and when such blocks are awarded
to Adira (each a "Block" and collectively the "Blocks"), and to
further participation by Brownstone in Adira's future offshore projects for a
three year period commencing on 15 July 2009) (Agreed Term). Brownstone and
Adira are each referred to herein individually as "Party" and
collectively as the "Parties". The Parties intend this Letter of Intent
to record their primary intentions with respect to the contemplated transaction
(the "Transaction") and permits them to expeditiously move forward with
the negotiation and execution of a mutually acceptable Farm-in agreement. Except
for the provisions related to good faith negotiations, exclusivity and
confidentiality set forth in paragraphs 1, 4, 5, 7 and 8 below, this
Letter of Intent is non-binding and is not intended to create any legal
obligations.

|1. | From the date hereof until February 15, 2010 or such
      other date as the Parties may agree, Brownstone and Adira will negotiate
      in good faith toward the conclusion of
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                 
|   | (a)                                                                                                                                                                             
|   |                                                                                                                                                                                 
|   | (b)                                                                                                                                                                             

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| | (c) | an area of mutual interest agreement pursuant to which
      the Parties shall be entitled to participate in other offshore Israeli oil
      and gas exploration and development blocks which the other Party acquires
      an interest (the "AMI") for the Agreed
Term.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(the Farmin Agreement, the Revised
JOA's and the AMI are collectively referred to herein as the "Formal
Agreements")

|2. | The Formal Agreements will include terms mutually
      satisfactory to the Parties to the effectthat:                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                      
|   | (a)                                                                                                                                                                  
|   |                                                                                                                                                                      
|   | (b)                                                                                                                                                                  
|   |                                                                                                                                                                      
|   | (c)                                                                                                                                                                  
|   |                                                                                                                                                                      
|   | (d)                                                                                                                                                                  
|   |                                                                                                                                                                      
|   | (e)                                                                                                                                                                  
|   |                                                                                                                                                                      
|   | (f)                                                                                                                                                                  
|   |                                                                                                                                                                      
|   | (g)                                                                                                                                                                  
|   |                                                                                                                                                                      
|   | (h)                                                                                                                                                                  
|   |                                                                                                                                                                      
|3. | Formal Agreements in accordance with paragraph 1 above
      and the execution of the Formal Agreements shall be subject to the
      following conditions precedent:

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| | (a) | The parties shall, on a timely basis, disclose to each
      other any material information of which they each become aware which could
      have an adverse effect on (i) their respective ownership of its interest
      in the Blocks; or (ii) the value of their respective interest in the
      Blocks, including, without limitation any claims or potential claims
      relating to the Blocks.;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | Adira shall, provide Brownstone, on a timely basis, with
      copies of all material contracts, applications, or licenses that pertain
      to Adira's interests in the Blocks and shall provide Brownstone with
      reasonable access to the records, files, licenses, reports, budgets,
      titles, and other items directly relating to the Blocks;                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | Adira will obtain all necessary waivers and consents as
      required under its agreement with AMG Oil Ltd;
and                                                                                                                                                                                                                                                                                           

|4. | Upon execution of this Letter of Intent, each Party
      agrees not to hold any discussions or negotiations with respect to sale,
      disposition, assignment or farm-in of or on the Blocks with any party
      other than a Party to this Letter of Intent and to not directly or
      indirectly encourage or assist in the proposal or consummation of any
      transaction similar in form or substance with the proposed Transaction
      relating to the Blocks with any party other than a Party to this Letter of
      Intent during the period beginning on the date hereof and ending on the
      earlier date date on which either the Formal Agreements referenced herein
      have been executed by each of the Parties or 15 February 2010.
      Notwithstanding, Adira will have the unfettered right to raise finance, or
      dispose of its interest in any block, subject to the rights of first
      refusal to be included in the Formal Agreements as set out in item 3(d)
      above.
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | In the event of Brownstones exercise of Farm-in rights,
      each of Brownstone and Adira acknowledge that this Letter of Intent, the
      Transaction proposed hereunder and any information relating to the Blocks,
      including without limitation all geological, seismic information, and all
      analyses, compilations, data studies, interpretations, evaluations,
      reports and other interpretive documents whether written, oral or
      electronic furnished by either Party in contemplation of the Transaction
      constitutes confidential business information (the "Confidential
      Information") and shall be kept in strict confidence. Each Party further
      agrees that:                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| | (d) | Notwithstanding the foregoing, each Party acknowledges
      that pursuant to applicable laws the Parties hereto are obligated to issue
      a press release concerning this Letter of Intent and the Transaction
      proposed hereunder. The Parties will consult with each other on the timing
      and content of such public disclosure with respect to this Letter of
      Intent and neither Party shall issue any such release without having first
      obtained the consent of the other Party to the contents thereof, provided
      that no Party shall be prohibited from issuing or making any public
      announcement to the extent it is necessary to do in order to comply with
      applicable laws, rules or regulations of any government, legal
      proceedings, or stock exchange having jurisdiction over such
  Party.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6.  | Each Party acknowledges and agrees that unless and until
      definitive Formal Agreements have been executed and delivered, no contract
      or agreement providing for the Transaction between the Parties shall be
      deemed to exist, and neither Party will be under any legal obligation of
      any kind whatsoever with respect to such Transaction by virtue of this or
      any written or oral expression thereof, except, for the matters
      specifically set forth in paragraphs 1, 4, 5, 7 and 8 hereof.                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.  | In no event shall either Party be liable for incidental,
      consequential, indirect, special or punitive damages, loss of profits or
      revenue, or other such claims whether in contract or negligence arising
      pursuant to or in relation with a breach of the confidentiality
      undertakings described in this Letter of Intent. The limitation of
      liability set forth in this section shall prevail over any conflicting or
      inconsistent provisions contained herein.                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.  | Each Party shall be solely responsible for payment of any
      costs incurred by it in the negotiation, preparation and implementation of
      this Letter of Intent and the Formal Agreements, including any costs
      incurred in satisfaction of the conditions precedent described in Section
      3 hereto, subject to Brownstone being responsible for Adiras legal costs,
      to a maximum of $25,000, in the event that Brownstone fails to execute the
      Formal Agreements without cause attributable to Adira.                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.  | This Letter of Intent shall be governed by, and construed
      in accordance with, the laws of the Province of Ontario and of Canada
      applicable therein. The parties to this Letter of Intent hereby
      irrevocably and unconditionally attorn to the exclusive jurisdiction of
      the courts of the Province of Ontario and all courts of appeal therefrom.
      This Letter of Intent and any interest herein shall not be assigned by
      either Party without the prior written consent of the other Party, which
      consent may be unreasonably withheld.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10. | Each provision of the Letter of Intent shall be construed
      as though the Parties participated equally in the drafting of the same.
      Consequently, the Parties acknowledge and agree that any rule of
      construction that a document is to be construed against the drafting party
      shall not be applicable to this Letter of Intent. Each Party acknowledges
      and agrees that it has been represented by legal counsel and that it has
      consented to the legal counsel engaged by the other Party.                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11. | This Letter of Intent may be executed in separate
      counterparts and by facsimile, and all of the executed counterparts shall
      together constitute one instrument and shall have the same force and
      effect as if all of the Parties executing such counterparts had executed
      the same instrument.                                                                                                                                                                                                                                                           

Should this Letter of Intent meet with your acceptance, please
so indicate by signing, dating and returning one (1) copy to the attention of
the undersigned.

This Letter of Intent shall remain open for acceptance until
4:00 P.M. on July [ ], 2009.

Yours very truly,

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BROWNSTONE VENTURES INC.

Per:      Signed



ACCEPTED AND AGREED TO this____ day of July, 2009.

ADIRA ENERGY CORP.

Per:      Signed

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