ex106.htm


    EXHIBIT
10.6

     

    Confidential
treatment has been requested for portions of this exhibit.  The copy
filed herewith omits the information subject to the confidentiality
request.  Omissions are designated as [***].  A complete
version of this exhibit has been filed separately with the Securities and
Exchange Commission.

    


    ADVENTURE
ENERGY-REBELL OIL

    TURNKEY
DRILLING CONTRACT

    


    THIS
AGREEMENT made and entered into this the 10th day of March,
2009, by and between Adventure Energy, Inc. a
Florida Corporation, of 33
6th Street South, Suite 600, St.
Petersburg, FL 33701, hereafter referred to as “OPERATOR” and Rebell Oil of Kentucky, a
Kentucky Limited Liability Company, of 396 J. Bell Rd, Edmonton, KY
42129, hereinafter referred to as “CONTRACTOR”.

    


    IN CONSIDERATION of the mutual
promises, conditions and agreements herein contained and the specifications and
special provisions set forth in Exhibit “A” attached hereto
and made a part hereof (the “Contract”), Operator engages Contractor as an
independent contractor to drill the hereinafter designated wells in search of
oil or gas on a Turnkey basis.

    


    For the
purposes hereof the term “Turnkey” or Turnkey Basis” means Contractor shall
furnish the equipment, labor and perform services as herein provided to drill
wells, as specified by Operator, to the Turnkey Depth.  Subject to
terms and conditions hereof, payment to Contractor at a stipulated price is
provided for herein.  While drilling on a Turnkey Basis Contractor
shall direct, supervise and control drilling operations and assumes certain
liabilities to the extent specifically provided for herein.

     

    
      
        	
                1.

              	LOCATION OF WELL
      #1
	 	Well name and
      Number:	J.L. Blaydes     Well#1
	 	 	 	 	 	 	 
	 	Parish/County:
      	Metcalfe	
                State:

              	Kentucky	
                Field Name: 

              	 
	 	 	 	 	 	 	 
	 	Well location and
      land description: 	East
      Fork USGS Quadrangle 160 acres 	 	 	 	 


      

    

     

    
      
        
          	
                   

                	LOCATION OF WELL
      #2
	 	Well name and
      Number:	J.L. Blaydes     Well#2
	 	 	 	 	 	 	 
	 	Parish/County:
      	Metcalfe	
                  State:

                	Kentucky	
                  Field Name: 

                	 
	 	 	 	 	 	 	 
	 	Well location and
      land description: 	East
      Fork USGS Quadrangle 160 acres 	 	 	 	 


        

      

       

    

    
      
        
          	
                   

                	LOCATION OF WELL
      #3
	 	Well name and
      Number:	J.L. Blaydes     Well#3
	 	 	 	 	 	 	 
	 	Parish/County:
      	Metcalfe	
                  State:

                	Kentucky	
                  Field Name: 

                	 
	 	 	 	 	 	 	 
	 	Well location and
      land description: 	East
      Fork USGS Quadrangle 160 acres	 	 	 	 


        

      

       

    

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
               

            	LOCATION OF WELL
      #4
	 	Well name and
      Number:	J.L. Blaydes     Well#4
	 	 	 	 	 	 	 
	 	Parish/County:
      	Metcalfe	
              State:

            	Kentucky	
              Field Name: 

            	 
	 	 	 	 	 	 	 
	 	Well location and
      land description: 	East
      Fork USGS Quadrangle 160 acres	 	 	 	 


    

    

      	
               

            	LOCATION OF WELL
      #5
	 	Well name and
      Number:	J.L. Blaydes     Well#5
	 	 	 	 	 	 	 
	 	Parish/County:
      	Metcalfe	
              State:

            	Kentucky	
              Field Name: 

            	 
	 	 	 	 	 	 	 
	 	Well location and
      land description: 	East
      Fork USGS Quadrangle 160 acres	 	 	 	 


    

     

    The above
is for well and Contract identification only and Contractor assumes no liability
whatsoever for a proper survey or location stake on Operator’s
lease.

    


    
      
        	
                2. 

              	
                COMMENCEMENT
      DATE:

              


      

    

    Contractor
agrees to use reasonable efforts to commence operations for the drilling of the
well by 25th
day March 2009,
or earlier at the request of the Operator.

    


    
      
        	
                3. 

              	
                DEPTH

              


      

    

    Subject
to provisions hereof, the wells shall be drilled to the depth specified
below:

    


    Turnkey
Depth:  The well
shall be drilled up to 2000 feet or ____________ of the _________________
formation, or the depth at which the _____________ inch casing or liner set,
whichever is the lesser depth, which will herein be referred to as the Turnkey
Depth.

    


    
      	
              4.

            	
              TURNKEY
      AMOUNT, REIMBURSABLE COSTS TO
CONTRACTOR:

            


    

    Contractor
shall be paid as follows for the work performed hereunder.

    


    Turnkey amount: For work
performed on Turnkey Basis as herein provided the amount will be $[***]for
a well from 1001’ up to 2000’ and $[***]for
a well up to 1000’.

    


    Reimbursable Costs: Operator
shall reimburse Contractor for the costs of material, equipment, work or
services which are to be furnished by Operator as provided for herein but which
for convenience are actually furnished by Contractor at Operator’s request, plus
___________________ percent for such cost of handling.  When, at Operator's request and with
Contractor's agreement, the Contractor furnishes or subcontracts for certain
items or services which Operator is required herein to provide, for purposes of
the indemnity and release provisions of this Contract said items or services
shall be deemed to be Operator furnished items or services. Any subcontractors
so hired shall be deemed to be Operator's contractor, and Operator
shall not be relieved of any of its liabilities in connection
therewith.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    
      	
              5. 

            	
              TIME
      OF PAYMENT:

            


    

    Payment
is due by Operator to Contractor as follows:

    


    Turnkey Basis: Payment becomes
due for all Turnkey services specified in this Contract per stated schedule as
follows:

    


    Upon completed and signed Turnkey
Contract, deposit of $10,000
is required.

    


    Invoices
for remainder of contract are due upon presentation to Operator and Operator’s
acceptance of work performed at the completion of each well.

    


    
      	
              6. 

            	
              TURNKEY
      COMMITMENTS AND LIABILITY:

            


    

    


    
      	
               
      6.1  

            	
              Upon
      completion by Contractor of all operations to be performed by it under the
      Turnkey Basis, Contractor shall notify Operator of such completion by
      noting the date and hour of such completion upon the daily drilling report
      form required by Subparagraph 7.1 hereof. No later than twenty-four (24)
      hours after Operator's receipt of such notification, Operator shall advise
      Contractor in writing of any objections it may have with respect to
      Contractor's performance hereunder Operator's failure to so object to
      Contractor's performance within the specified period shall be conclusive
      proof of Operator's acceptance of the well and Contractor's performance
      hereunder.

            


    

    


    
      	
               
      6.2   

            	
              In connection
      with the work to be performed hereunder, Contractor shall carry Workman’s
      Compensation Insurance to fully comply with the laws of said state in
      which such work is to be performed and shall comply with all applicable
      environmental laws. Contractor shall contain all fuel or oil spills
      associated with the drilling of this well or wells. Location shall be kept
      clean and Contractor shall require hard hats and steel-toe boots of its
      employees. Contractor shall not allow smoking or use of flammable
      equipment within 150 feet of well during drilling, cementing, or logging
      operations. Contractor shall not allow any unauthorized personnel nor
      knowingly allow anyone to use illegal drugs or alcohol on the
      premises.

            


    

    


    
      	
               
      6.3   

            	
              Contractor
      agrees to pay all valid claims for labor, material, services, and supplies
      to be furnished to Contractor hereunder, and agrees to allow no lien by
      such third parties to be fixed upon the lease, the well, or other property
      of Operator or the land upon which said well(s) is
  located.

            


    

    


    
      	
               
      6.4  

            	
              Upon
      acceptance of the work by Operator pursuant to Subparagraph 6.1
      hereinabove, all risk of loss with respect to the well(s) drilled
      hereunder and goods and services provided by Contractor shall pass to
      Operator.  Contractor shall have no liability for any defects in
      such completed operations. Notwithstanding anything else contained herein
      to the contrary, Operator accepts all material, supplies, equipment and
      services furnished or performed by Contractor as is and where
      is.  CONTRACTOR
      MAKES NO WARRANTY, EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY, OR
      FITNESS OF ANY MATERIALS, SUPPLIES OR EQUIPMENT FOR ANY PURPOSE. NO
      WARRANTY OF GOOD AND WORKMANLIKE PERFORMANCE IS GIVEN BY THE CONTRACTOR BY
      VIRTUE OF THIS CONTRACT FOR ANY PERFORMANCE ACCEPTED BY
      OPERATOR

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              7. 

            	
              REPORTS
      TO BE FURNISHED BY CONTRACTOR:

            


    

    


    
      	
               
      7.1  

            	
              Contractor
      shall keep and furnish to Operator an accurate report of the work
      performed and formations drilled on the IADC-API Daily Drilling Report or
      other form acceptable to Operator.  A legible copy of said form
      shall be furnished by Contractor to Operator via e-mail at
      wa@adventureenergy.com or via fax at
      815-846-0755.

            


    

    


    
      	
               
      7.2   

            	
              Delivery
      tickets, if requested by Operator, covering any material or supplies
      furnished by Operator shall be turned in each day with the daily drilling
      report.  The quantity and description of materials and supplies
      so furnished shall be checked by
Contactor.

            


    

    


    
      	
              8. 

            	
              INGRESS
      AND EGRESS TO LOCATI0N:

            


    

    Operator
hereby assigns to Contractor Operator’s rights of ingress and egress with
respect to the tract of land where the well(s) is (are) to be located for the
performance by Contractor of all work contemplated by this
Contract.  Should Contractor be denied free access to the location(s)
for any reason not reasonably within Contractor’s control, any time lost by
Contractor as a result of such denial shall be paid for at the applicable rate
in keeping with the stage of operations at that time.  In the event
there are any restrictions, conditions, or limitations in Operator's lease,
which would affect the free right of ingress and egress to be exercised by
Contractor, its employees or subcontractors hereunder, Operator agrees to timely
advise Contractor in writing with respect to such restrictions, conditions, or
limitations, and Contractor agrees to observe same.

    


    
      
        	
                9.

              	
                INDEPENDENT
      CONTRACTOR RELATIONSHIP AND OPERATOR'S
  REPRESENTATIVE:

              


      

    

    


    
      	
               
      9.1  

            	
              In
      the performance of the work herein contemplated.  Contractor is
      an Independent Contractor, with the authority to control and direct the
      performance of the details of the work, Operator being only interested in
      the final results obtained.  The work shall meet the approval of
      Operator and be subject to the right of inspection and supervision herein
      provided.  Operator shall not unreasonably withhold approval of
      all such work, when performed by Contractor in accordance with the
      generally accepted practices and methods customary in the
      industry.

            


    

    


    
      	
               
      9.2  

            	
              Operator
      shall be privileged to designate a representative or representatives who
      shall at all time have access to the premises for the purpose of observing
      tests or inspecting the work of Contractor.   Such
      representative or representatives shall be empowered to act for Operator
      in all matters relating to the work herein undertaken and Contractor shall
      be entitled to rely on the orders and directions issued by such
      representative or representatives as being those of
    Operator.

            


    

    


    
      
        	
                10. 

              	
                NO
      WAIVER EXCEPT IN WRITING:

              


      

    

    


    It is
fully understood and agreed that none of the requirements of this Contract shall
be considered as waived by either party unless the same is done in
writing.

    


    
      	
              11.

            	
              INFORMATION
      CONFIDENTIAL:

            


    

    


    Upon
written request by Operator, information obtained by Contractor in the conduct
of drilling operations on this well, 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 either party or its
employees, to any other person, firm or corporation.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    
      	
              12. 

            	
              ENTIRE
      AGREEMENT:

            


    

    


    This
Contract constitutes the full understanding of the parties, and a complete and
exclusive statement of the terms of their agreement, and shall exclusively
control and govern all work performed hereunder.   All
representations, offers, and undertakings of the parties made prior to the
effective date hereof, whether oral or in writing, are merged herein, and no
other contracts, agreements or work orders, executed prior to the execution of
this Contract, shall in anyway modify, amend, alter or change any of the terms
or conditions set out herein.

     

    
      


      
        
          	 
      	
                  OPERATOR:

                	
                  Adventure
      Energy, Inc.

                	 
      


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	      
                                                      By:

                                                    	      
                                                      /s/ Wayne
      Anderson

                                                    	 
	 	 	 	 
	 
      	      
                                                      Title:

                                                    	
                                                      President  

                                                    	 
      
	 	 	 	 
	 
      	      
                                                      Date:

                                                    	March 16, 2009 	 
      


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
           

          
            
              	 
      	
                      OPERATOR:

                    	Rebell Oil of KY LLC.	 
      


            

          

           

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	      
                                                          By:
      

                                                        	      
                                                          /s/ Ricky
      Bell 

                                                        	 
	 	 	 	 
	 
      	      
                                                          Title:
      

                                                        	
                                                          President
      – Owner

                                                        	 
      
	 	 	 	 
	 
      	      
                                                          Date:

                                                        	March 10, 2009	 
      


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          

            

          

        

      

    

     

      


       

      *** CERTAIN INFORMATION ON THIS PAGE HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO SUCH OMITTED
PORTIONS.

    

    
 

     

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