Exhibit 10.6



                                     FORM OF
                       ASSIGNMENT OF NET PROFITS INTEREST


     THIS  ASSIGNMENT  OF NET  PROFITS  INTEREST  ("Assignment")  is  dated  and
effective as of 7:00 a.m. Central Standard or Daylight Savings Time, as the case
may  be , 20  (the  "Effective  Date"),  and  is  from  CUBIC  ENERGY,  INC.,  a
corporation  formed  under  the laws of the  State of Texas  ("Assignor"),  with
principal  offices at  _______________________________________,  to WELLS  FARGO
ENERGY CAPITAL,  INC., a corporation formed under the laws of the State of Texas
("Assignee"), with principal offices at ---------------------------------------.

                                       1.

                               GRANTING PROVISION

     For and in  consideration  of One Hundred and No/100 Dollars  ($100.00) and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged,  Assignor does, subject to the terms and provisions of this
Assignment,  hereby SELL,  ASSIGN,  TRANSFER and SET OVER to Assignee,  as a net
profits  interest (the "Net Profits  Interest"),  an undivided five percent (5%)
interest  in and to the "Net  Profits",  as that term is defined in Section  3.2
hereinbelow,  attributable to all of Assignor's right, title and interest in and
to:

     (a)  the oil,  gas, and mineral  leases and the leasehold  estates  created
          thereby  and/or  the lands  covered  thereby;  the oil,  gas and other
          minerals (regardless of the manner of extraction) in, on and under the
          lands; and all overriding  royalty  interests,  net profits interests,
          production  payment interests and other payments out of or measured by
          production in the lands; all as described more particularly on Exhibit
          A attached hereto and made a part hereof for all purposes;  and in any
          lands pooled or unitized with any of the foregoing (collectively,  the
          "Leases", regardless of the actual character of any of the foregoing);

     (b)  all oil, gas,  other  hydrocarbons,  including  casinghead  gas, other
          liquid or gaseous  substances  produced in  conjunction  therewith  or


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<PAGE>

          derived   or   manufactured   therefrom   and   any   other   minerals
          (collectively,  "Hydrocarbons")  produced, mined, otherwise extracted,
          saved, and marketed from or attributable to the Leases;

     (c)  any agreements  extending the term of any of the Leases or any renewal
          leases  taken  with  respect  to any  of the  Leases  by  Assignor  or
          Assignor's  successors  and assigns either while the relevant Lease or
          Leases  remain in force and effect or within six (6) months  after the
          lapse of the relevant Lease or Leases; and

     (d)  any and all other rights,  titles, and interests in or with respect to
          all  voluntary or  compulsory  pooling and  unitization  agreements or
          orders, farmout agreements,  farmin agreements,  operating agreements,
          Hydrocarbon  purchase and sale agreements,  and all other contracts of
          any kind whatsoever  covering or affecting the production,  extraction
          or  marketing  of  Hydrocarbons  from or  attributable  to the  Leases
          (collectively, the "Property Agreements"),

such  undivided  interest in and to the  preceding  items (a), (b), (c), and (d)
being referred to hereinafter as the "Subject Properties".

     TO HAVE AND TO HOLD the Net Profits Interest,  together with all rights and
appurtenances  thereto,  unto Assignee and its successors  and assigns  forever,
subject, however, to the further provisions of this Assignment.

     This  Assignment  is made  without  warranty  of title,  either  express or
implied,  except as to claims arising by, through or under Assignor, and is made
with full transfer and  subrogation of all rights and actions against all former
owners of all or any part of the Subject Properties or any interest therein, and
is made expressly subject to the following terms and provisions.

                                       2.

                               GOVERNING DOCUMENTS

     This Assignment is expressly made and accepted by Assignee  subject to: (a)
all applicable  local,  state,  and federal  statutes,  ordinances,  rules,  and
regulations;  (b) the terms and  provisions of the Leases;  and (c) the Property
Agreements, if any.


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<PAGE>


                                       3.

                 CALCULATION, CHARACTERISTICS, AND DISBURSEMENT
                            OF NET PROFITS INTEREST

     3.1 For purposes of calculating  the Net Profits  Interest,  Assignor shall
maintain an account for the Subject  Properties  (the "Net Profits  Account") in
accordance with the terms of this Assignment and good accounting  practices that
sets forth the charges and credits made thereto pursuant to this Assignment on a
calendar  month basis.  Assignor  shall furnish to Assignee,  within thirty (30)
days after the end of each calendar  month,  commencing with that calendar month
in which the Effective  Date falls, a report,  in form and substance  reasonably
satisfactory  to  Assignee,  that sets forth the charges and credits made to the
Net Profits Account through the end of the relevant calendar month.

     3.2 The term  "Net  Profits"  shall  mean an amount  (not  less than  zero)
determined for each calendar month,  commencing with that in which the Effective
Date falls, by (a) deducting the aggregate of any negative  balance  existing in
the Net  Profits  Account  at the first of such  month,  plus the total  charges
properly made thereto  during such month,  from (b) the total  credits  properly
made thereto during such month. To the extent that the aggregate  charges exceed
aggregate  credits at the end of any such month,  such excess  charges  shall be
carried  forward to the  succeeding  month.  All  Payments  made to  Assignee on
account of the Net Profits  Interest shall be made entirely and  exclusively out
of the sums credited to the Net Profits Account pursuant to Section 3.3 hereof.

     3.3 Each calendar  month  commencing  with that in which the Effective Date
falls, the Net Profits Account shall be credited with an amount equal to the sum
of:

     (a)  the  proceeds (or the market value of any proceeds not received in the
          form of  cash  or cash  equivalents)  actually  received  during  such
          calendar  month by Assignor from the sale or other  disposition of all
          Hydrocarbons  produced from or attributable to the Subject  Properties
          after the Effective  Date,  after  deducting  therefrom those proceeds
          attributable  to  all  royalties,   overriding  royalties,  production
          payments, net profits interests,  and other burdens upon, measured by,
          or payable  out of  production  from or  attributable  to the  Subject
          Properties  that are  outstanding  in third  parties and  reflected of
          record  immediately prior to the Effective Date and that have not been
          created in violation of the that certain Credit  Agreement dated March
          5, 2007 by and between  Assignor  and Assignee as amended from time to
          time;


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<PAGE>

     (b)  monies  received by  Assignor  attributable  to any future  contracts,
          forward  contracts,  swap, cap or collar contracts,  option contracts,
          hedging contracts or other derivative  contracts or similar agreements
          covering   oil  and  gas   commodities   or  prices  with  respect  to
          Hydrocarbons produced from the Subject Properties;

     (c)  monies  received  by  Assignor  under  any  "take-or-pay"  or  similar
          provision  of  any  Property  Agreement   pertaining  to  the  Subject
          Properties;

     (d)  monies  received by Assignor  pursuant to any gas balancing  agreement
          pertaining to the Subject Properties;

     (e)  the proceeds  from the sale or rental of fixtures and  equipment  used
          with respect to the Subject Properties;

     (f)  monies received by Assignor  pursuant to a farmout of all or a portion
          of the Subject Properties;

     (g)  bottom hole  contributions  or payments  made in  connection  with the
          Subject Properties;

     (h)  amounts  received  by Assignor as an  adjustment  of any or  leasehold
          equipment upon the pooling or unitization of the Subject Properties;

     (i)  amounts received by Assignor as a result of an expense audit of all or
          a portion of the Subject Properties;

     (j)  the proceeds of all insurance collected by or on behalf of Assignor on
          account of its ownership of the Subject Properties as a consequence of
          the loss of or damage to the Subject Properties, the personal property
          or equipment located thereon or Hydrocarbons therefrom;

     (k)  amounts  received  by  Assignor  as a  result  of a  refund  of  taxes
          previously paid on the Subject Properties;

     (l)  the proceeds of all judgments and claims  collected by Assignor as the
          result of its ownership of the Subject Properties;

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<PAGE>


     (m)  rentals  received  by  Assignor  pursuant  to  subsurface  Hydrocarbon
          storage or other  reservoir use  arrangements  concerning  the Subject
          Properties;

     (n)  any  payments  made to Assignor  in  connection  with the  drilling or
          deferral of drilling of any on the Subject Properties;

     (o)  any payments received by Assignor for processing or transporting third
          party Hydrocarbons;

     (p)  all delay rentals,  shut-in  payments,  minimum  royalties,  and other
          payments made to Assignor in connection  with the  maintenance  of any
          Hydrocarbon  lease  granted by  Assignor  and  relating to the Subject
          Properties; and

     (q)  any bonus or other  consideration  received by Assignor in  connection
          with the grant by Assignor of any  Hydrocarbon  lease  relating to the
          Subject Properties.

     3.4 Each calendar  month  commencing  with that in which the Effective Date
falls, there shall be charged against the Net Profits Account an amount equal to
the sum of the  following  items of cost and expense  actually  paid by Assignor
during such calendar  month from and after the Effective  Date,  insofar only as
such items of cost and expense are  attributable  to the interest of Assignor in
the Subject Properties, are properly allocable to the Subject Properties and the
production and marketing of  Hydrocarbons  therefrom,  have not previously  been
deducted in any  remittance to Assignor and do not arise from or relate to gross
negligence, willful misconduct or bad faith of Assignor:

     (a)  All costs and expenses incurred in drilling, deepening,  sidetracking,
          plugging-back,  coring, testing, logging, completing and equipping for
          production  (including,  without  limitation,  the  cost  of  wellhead
          facilities,  storage tanks, separators, pumping equipment, flow lines,
          salt  water   disposal   equipment,   and  other  similar   production
          facilities) of the Subject Properties;

     (b)  all costs and expenses  incurred in the operation and  maintenance  of
          the  Subject   Properties   and  the   production   and  marketing  of
          Hydrocarbons  therefrom,  such  items  of  cost  to  include,  without
          limitation:  (i) all costs of complying with applicable local,  state,
          and federal  statutes,  ordinances,  rules, and regulations;  (ii) all



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<PAGE>

          costs  of  lifting  and  producing   Hydrocarbons   from  the  Subject
          Properties,  including all costs of labor, fuel, equipment (rental and
          purchase), repairs, hauling, materials, supplies, utility charges, and
          other  costs   incident   thereto;   (iii)  all  costs  of  gathering,
          compressing,    dehydrating,    separating,    treating,   processing,
          transporting,  and  marketing  Hydrocarbons  produced from the Subject
          Properties,  including the costs of constructing  and maintaining flow
          lines and  gathering  lines  necessary in connection  with  gathering,
          processing and marketing  production for the Subject Properties;  (iv)
          all direct and indirect  overhead charges and operating  charges paid,
          pursuant to Property  Agreements,  to Fossil  Operating,  Inc. and any
          non-affiliated  third  party  operator  or  operators  of the  Subject
          Properties or to others for services rendered in conducting operations
          thereon  (provided,  however,  it being  explicitly  agreed that there
          shall not be charged against the Net Profits Account  interest,  fees,
          costs or charges for borrowed funds),  (v) all delay rentals,  shut-in
          payments,  minimum  royalties,  and other  payments made in connection
          with the maintenance of the Leases; (vi) the costs of all workover and
          other  remedial  servicing  operations,  to the  extent not within the
          scope of the costs and expenses addressed in (a) above; (vii) the cost
          of all fluid  injection,  pressure  maintenance,  secondary  recovery,
          recycling, and other enhanced recovery operations; (viii) the costs of
          plugging  and  abandonings  now or  hereafter  located on the  Subject
          Properties that have once produced  Hydrocarbons in paying quantities;
          and  (ix)  amounts  paid  under  gas  balancing  agreements,   farm-in
          agreements, bottom hole agreements and expense audits;

     (c)  monies paid by Assignor attributable to any future contracts,  forward
          contracts,  swap, cap or collar contracts,  option contracts,  hedging
          contracts or other derivative contracts or similar agreements covering
          oil and  gas  commodities  or  prices  with  respect  to  Hydrocarbons
          produced from the Subject Properties;

     (d)  the expenses of litigation,  collections, liens, judgments, liquidated
          liabilities,  and claims  incurred  and paid by Assignor on account of
          its ownership of the Subject  Properties,  or directly incident to the
          operation or maintenance thereof;

     (e)  all taxes  (except  income  taxes) paid by Assignor for the benefit of
          the  parties  hereto,  including,   without  limitation,  ad  valorem,
          property,   production,   severance,   gathering,   windfall   profit,



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<PAGE>

          occupation,   and  any  other  similar  taxes   assessed   against  or
          attributable  to  the  Subject  Properties  or  Hydrocarbons  produced
          therefrom;   provided,   however,   that  if   Assignee   bears  taxes
          individually  which are not assessed  against or  attributable  to the
          Subject Properties,  the taxes which Assignee bears individually shall
          not be charged to the Net Profits Account;

     (f)  insurance premiums paid by Assignor on account of its ownership of the
          Subject  Properties  for  insurance  directly  relating to the Subject
          Properties  or  any  part  thereof,  together  with  all  expenditures
          incurred  and  paid  in  settlement  of any and  all  losses,  claims,
          damages,   judgments  and  other  expense,  including  legal  services
          directly relating to the Subject Properties or operations thereon; and

     (g)  proceeds  reclaimed  from or returned by the Assignor as the result of
          the  insolvency,  bankruptcy,  or  reorganization  of a  purchaser  of
          production which proceeds have been previously paid to Assignee.

     3.5 Assignee shall never be personally  responsible  for the payment of any
part of the costs and expenses  charged  against the Net Profits Account nor for
any  liabilities  incurred  in  connection  with the  development,  exploration,
equipping,  and operation of the Subject  Properties.  Assignor hereby covenants
and agrees to indemnify and to hold harmless  Assignee,  its agents,  employees,
successors  and assigns  from and against  any and all such  responsibility  and
liability,  except to the extent such responsibility and liability arises out of
the gross negligence or willful misconduct of Assignee.

     3.6 As between Assignor and Assignee,  Assignor shall have exclusive charge
and control of the  marketing of all  Hydrocarbons  allocable to the Net Profits
Interest.  Assignor  shall  market the  production  allocable to the Net Profits
Interest with and on the same terms as Assignor's  share of production  from the
Subject  Properties  and shall collect and receive the proceeds from the sale of
all such production.

     3.7 To the  extent  that,  at the  end of  any  calendar  month  after  the
Effective  Date,  there  exists a credit  balance  in the Net  Profits  Account,
Assignor  shall  disburse to Assignee,  within thirty (30) days after the end of
the  relevant  calendar  month,  all Net  Profits  that have  accrued to the Net
Profits  Interest as of the end of such calendar month.  Any amounts not paid to
Assignee  with respect to the Net Profits  Interest when due shall bear interest
at a varying  per annum rate equal to the rate of  interest  publicly  announced
from time to time by Wells Fargo Bank, National Association,  or its successors,
at its principal office in San Francisco, California as its prime rate plus five
percent (5%).



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<PAGE>



                                       4.

                        GENERAL COVENANTS AND PROVISIONS

     4.1 Assignor agrees, to the extent that Assignor controls such matters: (a)
to comply with the terms and provisions of the Leases; (b) to conduct, or to use
reasonable efforts to cause to be conducted,  all operations with respect to the
Subject  Properties  with  reasonable  and  prudent  business  judgment  and  in
accordance with good oilfield  practices,  the provisions of the Leases, and all
applicable  federal,   state,  and  local  statutes,   ordinances,   rules,  and
regulations;  (c) to cause all wells  located on the  Subject  Properties  to be
operated  in  a  good,  prudent,   and  workmanlike  manner  and  to  cause  all
improvements  and equipment  necessary or useful to the operation  thereof to be
provided;  and (d)  otherwise  to cause to be done all that a  prudent  operator
would do with respect to the Subject  Properties  to the end that the Leases are
maintained  in full  force and  effect  and each  well  located  on the  Subject
Properties that is capable of producing  Hydrocarbons in paying quantities shall
be produced to maximize the return both to Assignor and Assignee. Nothing herein
contained shall obligate Assignor, however, to continue to operate any well when
the well ceases to  produce,  or is not capable of  producing,  Hydrocarbons  in
paying  quantities,  but with  the term  "paying  quantities"  being  determined
without   consideration   of  the  Net  Profits   Interest.   Assignee  and  its
representatives  shall at the risk and  expense  of  Assignee  and to the extent
permitted by Property  Agreements,  have access at all  reasonable  times to the
Subject  Properties  and to all  operations  of Assignor  related to the Subject
Properties,  and the right to observe all operations conducted thereon. Assignor
shall  on  reasonable  request  promptly  furnish  Assignee  with  any  and  all
information in Assignor's possession and pertaining to the Subject Properties.

     4.2 Assignor  agrees to at all times  maintain  true and correct  books and
records  sufficient to determine the amounts  payable to Assignee  hereunder and
such books and records shall be open to Assignee for  inspection  and audit upon
reasonable notice during normal business hours.

     4.3 Assignee hereby agrees that the owner of the Subject  Properties  shall
have the right,  without further  approval by Assignee,  to pool and unitize the
Subject  Properties and the lands affected thereby,  or portions  thereof,  with
other lands or leases to form one or more pooled  units in  accordance  with the
pooling authority granted in the Leases, any agreement  subsequently obtained by
the owner of the Subject  Properties  from any lessor with reference to pooling,
and  applicable  rules  and  regulations  of any State or  Federal  governmental
authority having jurisdiction over the Leases (collectively, the "Jurisdictional
Agencies").  As to each unit so created,  Assignee shall be entitled to receive,
in lieu of the Net Profits  Interest created herein with respect to the relevant




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<PAGE>

Lease, either (a) that proportion of the Net Profits Interest that the amount of
surface  acreage  affected  thereby and placed in the relevant unit bears to the
entire surface area of such unit, or (b) if  participation  in the relevant unit
is  determined  by reference to factors  other than the number of surface  areas
covered by each lease included therein,  the portion of the Net Profits Interest
attributable  to the  participation  of the Subject  Properties  in the relevant
unit. In addition,  if a  Jurisdictional  Agency orders the revision of any unit
created subject hereto,  Assignor and Assignee agrees to execute such additional
documents  as may be  necessary  to vest  Assignee  with  title of  record to an
interest  in and to the Leases or  production  therefrom,  insofar as the Leases
cover and relate to the relevant unit as so revised, consistent with the intents
and purposes of this Assignment.

     4.4 If any of the Leases  covers an interest in the lands  covered  thereby
less than the entire mineral estate therein  (regardless of whether the relevant
Lease purports to cover only the lessor's  interest  therein),  then, as to such
Lease,  the Net  Profits  Interest,  insofar  only as it affects  and applies to
Hydrocarbons  produced from or attributable to such portion of the lands covered
by such Lease,  shall be payable to Assignee in the proportion  that the mineral
interest  in such lands  actually  covered by the  relevant  Lease  bears to the
entire, undivided mineral estate in such lands. Similarly, if Assignor owns less
than the full  leasehold  estate in and to any of the Leases,  then,  as to such
Lease,  the Net  Profits  Interest,  insofar  only as it affects  and applies to
Hydrocarbons  produced from or attributable  to such Lease,  shall be payable to
Assignee in the proportion that the aggregate leasehold interest in the relevant
Lease actually owned by Assignor bears to the entire  leasehold  interest in and
to such Lease.

     4.5 All of the covenants of Assignor and Assignee herein contained shall be
covenants  running with the land, and this  Assignment and the covenants  herein
contained  shall inure to the benefit of and be binding upon the  successors and
assigns of Assignor and Assignee.

     4.6 This Assignment may be executed in any number of counterparts, and each
counterpart  hereof  shall  be  deemed  to be an  original  instrument,  but all
counterparts shall constitute but one Assignment.

     4.7 Should  Assignor  elect, at any time to sell its interest in any of the
Subject Properties, then Assignor agrees to extend to Assignee, by way of prompt
written  notice  setting forth the terms of any such  transaction,  the right to
sell the Net Profits Interests  burdening the relevant Subject  Properties to be
sold by Assignor on the same terms (including,  without limitation,  price based
on per unit of production) as those for the sale by Assignor.  Such right may be
exercised at the sole  discretion of Assignee and,  should Assignee elect not to
exercise such right, the Subject  Properties so sold shall be conveyed by way of



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instrument(s) of conveyance made expressly  subject to the Net Profits Interests
and the  provisions  of this  Assignment  applicable  thereto  and shall  remain
subject to the Net Profits Interests.

          EXECUTED  on the  _____ day of  _________  , but  effective  as of the
     Effective Date.



                                                 ASSIGNOR:

                                                 CUBIC ENERGY, INC.
WITNESSES:
                                                 By: ___________________________
_______________________                          Printed Name: _________________
                                                 Title: ________________________

_______________________


                                                 ASSIGNEE:

                                                 WELLS FARGO ENERGY
 WITNESSES:                                      CAPITAL, INC.

                                                 By: ___________________________
_______________________                          Printed Name: _________________
                                                 Title: ________________________
_______________________













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<PAGE>



STATE OF TEXAS             ss.
                           ss.
COUNTY OF _________        ss.

          On  this  _____  day  of  ____________,   20__,   before  me  appeared
     _________________,  to me personally known, who, being by me duly sworn did
     say  that  he  is  the  ______________  of  Cubic  Energy,  Inc.,  a  Texas
     corporation,  and that  said  instrument  was  signed  before me and in the
     presence of the two witnesses  whose names are thereto  subscribed as such,
     being competent  witnesses,  and who acknowledged in my presence and in the
     presence of said witnesses that he signed the said  instrument on behalf of
     said   corporation  by  authority  of  its  board  of  directors  and  said
     ______________  acknowledged said instrument to be the free act and deed of
     said Cubic Energy, Inc.

          Given  under  witness  my hand and  seal of  office  this  ____ day of
     _______, 20__.


                                                 -------------------------------
                                                 Notary Public in and for the
                                                 State of Texas
My Commission Expires:
--------------------                             -------------------------------
                                                 (Printed Name of Notary Public)













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<PAGE>




STATE OF TEXAS             ss.
                           ss.
COUNTY OF _________        ss.


          On  this   _____  day  of   ________,   20__,   before   me   appeared
     __________________, to me personally known, who, being by me duly sworn did
     say that he is the  _____________________of  Wells  Fargo  Energy  Capital,
     Inc., a Texas  corporation,  and that said  instrument was signed before me
     and in the presence of the two witnesses whose names are thereto subscribed
     as such, being competent witnesses, and who acknowledged in my presence and
     in the presence of said  witnesses  that he signed the said  instrument  on
     behalf of said  corporation by authority of its board of directors and said
     ___________________  acknowledged  said  instrument  to be the free act and
     deed of said Wells Fargo Energy Capital, Inc.

               Given  under  witness my hand and seal of office this ____ day of
          __________, 20__.


                                                 -------------------------------
                                                 Notary Public in and for the
                                                 State of Texas
My Commission Expires:
--------------------                             -------------------------------
                                                 (Printed Name of Notary Public


                                                 -------------------------------
                                                 (Printed Name of Notary Public)














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