Exhibit 10.6


 


Weston Capital Quest Corporation


P. O.
Box 267175, Weston, FL 33326 Phone: 954
384-4092 Fax: 954 384-4567


 


AGREEMENT
FOR CONSULTING SERVICES


 


This
agreement is entered into this of November, 2007 by and between Rock Energy
Partners L.P. (hereinafter referred to as CLIENT) and Weston
Capital Quest Corporation (hereinafter referred to WCQ).  To simplify the language in this Agreement,
CLIENT also means any division, affiliate or principal of Rock Energy
Partners L.P. and/or Rocky Emery.


 


1.              CLIENT hereby
retains WCQ as their Consultant to:


 


a.              Assist CLIENT in identifying
a suitable OTC.BB corporation (hereinafter referred to as OTC.BB) for use as a
vehicle for going public. This can be in the form of merger, share exchange or
purchase.


 


b.              Review and assist CLIENT in
revising its business plan.


 


c.               Assist in locating potential
underwriters, market makers, and IR firms once the company has gone public.


 


2.              The term of
this agreement is for a period of twenty (24) months. WCQ shall be entitled to
the fees described in Section 4 below in the event CLIENT,  within 24
months from the expiration of this Agreement, consummates a  transaction
with any person or entity introduced to CLIENT by WCQ during  the term of
this Agreement.


 


3.              CLIENT agrees
to submit promptly all documentation reasonably requested  by WCQ, subject
to any limitation under securities or other applicable law,  such as
financial statements, documents of incorporation, IRS reports and  filings,
company history, legal issues, or any information pertaining to the  CLIENT.


 


4.              CLIENT agrees
to pay for WCQ services as follows:


 


a.              For finding an
OTC.BB acceptable to CLIENT, with Cash on hand of a  minimum of  $500,000. in the OTC.BB, the fee payable to
WCQ will be  $625,000.  A fee of $50,000. is
due and payable to WCQ upon signing this  agreement. This fee is not
refundable but will be credited towards the  $625,000. fee for the OTC.BB
or any other OTC.BB acceptable to the CLIENT.  The remainder of the fee due
WCQ totaling $575,000., is to be placed in  escrow, with WCQ’s attorney,
at the time of signing a Letter of Intent to merge,  acquire or exchange shares
with the OTC.BB, as applicable, and will be  disbursed to WCQ upon
signing a Merger, Purchase or Share Exchange  Agreement, as applicable,
between CLIENT and the OTC.BB. All fees are to  be paid by wire or Certified
Funds. In addition, Three Percent (3%) of the post  merger, fully diluted, and
outstanding stock will be issued to WCQ upon closing  the Merger, Acquisition or
Share Exchange agreement and such stock will have  anti-dilution rights for a
period of two (2) years.. In the event CLIENT, or its  successors,
elects to file a registration with the SEC 
following the closing of the  Merger, Acquisition or Share
Exchange agreement CLIENT hereby grants to  WCQ “piggyback “
registration rights on the shares of Common Stock to be  issued to WCQ
herein.


 


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Shares
of stock in the new merged entity will not be issued until all fees are paid to
WCQ.


 


5.              Subsequent to the
Merger, the current Shareholders of the OTC.BB will retain  approximately
7%  of the fully diluted post merger
stock (to be negotiated between  CLIENT and Stockholders of
the public corporation), WCQ will be issued Three  Percent (3%) of the fully
diluted post merger shares outstanding under the terms  outlined in
item 4. a. above. CLIENT will be responsible for all fees relating to  the merger, any
subsequent public offering, including, but not limited to,  accounting,
legal, Underwriting, Blue Sky, stock exchange listings, investor  relations and
other required expenditures.


 


6.              CLIENT
understands that any offering will result in further dilution (issuance of
stock).


 


7.              The CLIENT
fully understands that WCQ are not Lenders, Brokers, Dealers,  Investment
Bankers, Underwriters, Securities Sales Agents in any form.  WCQ may not by
law, solicit the sale of any securities for any compensation  whatsoever.  WCQ is a financial consulting firm and not a
Broker/Dealer or  Underwriter.


 


8.              CLIENT
understands that WCQ makes no claims as to its ability to raise  money for
CLIENT and that all efforts to raise capital are on a reasonable  best efforts
basis.  Furthermore, CLIENT acknowledges
that WCQ has  advised CLIENT to make its own investigation
of any party introduced to  CLIENT by WCQ.  WCQ shall not be liable for any act or
omission of any  third party introduced to CLIENT by WCQ.


 


9.              CLIENT
understands that WCQ must rely upon the information supplied to  WCQ by its
members, managers, officers, directors, agents and employees.  Therefore, the
CLIENT agrees to defend, indemnify, hold harmless WCQ, its officers, directors,
agents and employees from and against any and all claims, losses, damages,
costs and expenses (including attorneys fees incurred in defending or
contesting any such claim) arising out of: (i) a breach of any of the
covenants, representations of CLIENT hereunder; and (ii) any inaccuracy or
incompleteness of any information supplied to WCQ by CLIENT; and (iii) any
breach by CLIENT of any state or federal securities, franchise or business
opportunity law; and (iv) any act or omission of CLIENT.


 


10.       CLIENT agrees to sign a NONDISCLOSURE AND
NONCIRCUMVENTION AGREEMENT with WCQ, a copy of which is attached hereto as Exhibit “A”.   CLIENT agrees to deal solely with and through
WCQ in dealing with any  potential merger partner, investor, lender,
investment banker, or other third  party introduced to CLIENT
by WCQ.


 


11.       CLIENT hereby represents and warrants as follows:


 


i.                  CLIENT is a Limited
Partnership, validly existing and in good standing in all states in which it
does business;


 


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ii.               All facts, figures and other
information provided to WCQ by CLIENT are true and correct.


 


iii.            CLIENT will keep WCQ advised
of all dealings with third parties regarding any potential mergers, stock
issuance, or loans secured by CLIENT.


 


12.       This agreement shall be construed in accordance with
the laws of the State  of Florida.


 


13.       Any claim, controversy, dispute, or claim between
the parties arising out of  this Agreement shall be
resolved by binding arbitration in Broward County,  Florida in accordance with
the commercial rules of the American Arbitration  Association.  The prevailing party in any such arbitration
proceeding shall  be entitled to their costs, expenses and
attorneys fees incurred in  connection with such
arbitration proceeding.  Judgment on the
award of the  arbitrator shall be final and binding and may
be entered in any court having jurisdiction over the award.


 


It
is hereby agreed that the terms and conditions are satisfactory to all parties
and they set their hands and seal to this Agreement this 14th day of November, 2007.


 


 


	
  FOR:
  Rock Energy Partners L.P.

  	
  FOR:
  Weston Capital Quest Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Rocky Emery

  	
   

  	
  /s/
  Joe Rotmil

  	
   

  
	
  Mr. Rocky
  Emery

  	
  Mr. Joe Rotmil

  
	
  CEO & Individually

  	
  President

  
				



 


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Weston Capital Quest Corporation


P. O. Box 267175, Weston, FL 33326  
Phone: 954 384-4092  Fax: 954 384-4567


 


NON-DISCLOSURE AND
NON-CIRCUMVENTION AGREEMENT


 


It
is understood that a business relationship may be established between, Weston
Capital Quest Corporation, a Florida corporation, (hereinafter referred to as “WCQ”)
and Rock Energy Partners L.P. (hereinafter referred to as “Recipient”) and it
will be necessary for WCQ to furnish to Recipient certain confidential,
proprietary information which WCQ regards as valuable and confidential
(hereinafter the “Information”).


 


In
consideration of the foregoing, and in order to induce WCQ to furnish certain
Information to Recipient, Recipient agrees that it will use the Information
solely in connection with the contemplated business relationship and that it
will not disclose it to others, except employees and agents of Recipient who
are required by their duties to have knowledge thereof.  All employees and agents of Recipient who
have received any Information shall be instructed as to its confidential nature
and shall agree not to disclose the Information for any purpose not related to
the contemplated business relationship. The undersigned agrees to use at least
the same degree of care to avoid disclosure or use of such Information as they
employ with respect to their own proprietary, confidential information of like
importance.


 


Neither
Recipient nor any of its employees or agents will disclose any of the
Information to any person or entity without the prior written consent of WCQ,
except as required by applicable law or legal process, as to which Recipient
will give WCQ prompt notice and consult with WCQ on the advisability of seeking
a protective order or other means to preserve the confidential treatment of such
non-public Information required to be disclosed.


 


Recipient
agrees not to make any copies or reproduce in any manner whatsoever any or all
of the Information.


 


Recipient
agrees to indemnify and hold WCQ harmless from and against any and all losses,
damages, costs and expenses including, without limitation, any and all
reasonable fees and disbursements to legal counsel (whether incurred in
connection with suit, appeal or otherwise) paid, incurred or suffered by WCQ as
the result of, arising from or in connection with the breach or violation of
any of the covenants and agreements set forth herein.


 


Nothing
herein shall obligate either party to disclose to the other any Information,
and except as otherwise provided herein, nothing herein shall obligate either party
to enter into any other agreement or arrangement with the other.


 


At
the conclusion of the relationship, or earlier upon request of WCQ, Recipient
shall return to WCQ all documents, memoranda, notes and other writings
constituting the Information supplied and will not retain any copies, extracts
or other reproductions of such documents, in whole or in part.


 


Recipient
agrees that for a period of two (2) years from the date of this Agreement,
it will not, directly or indirectly, utilize the Information to the detriment
of WCQ.  In particular, but not in
limitation of the foregoing, Recipient shall not enter into any agreements or 


 


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transactions
with any person or entity introduced to Recipient by WCQ, directly or
indirectly, without the prior written consent of WCQ.


 


Recipient
agrees not to circumvent, avoid or bypass WCQ, either directly or indirectly,
for the payment of fees, commissions or other benefit, either financially or
otherwise, from Information supplied to Recipient or individuals or business
entities introduced to Recipient by WCQ.


 


As
used in this Agreement, the term “Information” shall include but not be limited
to names, addresses, telephone numbers and contact information of potential lenders,
investors, investment bankers, and similar financial professionals, all
information processes, methods practices, fabrications, techniques, technical
plans, computer programs and related documentation, marketing plans, financial
information, copyright material and other written materials, and any other
compilations of information, in whatever form contained, which relate to the
proposed business relationship between WCQ and Recipient, which have not
otherwise been disclosed by WCQ to the general public, and which have been
delivered or otherwise disclosed to Recipient.


 


The
term “Information” shall not include information that:


 


(a) is part of the public domain prior to the
date of disclosure by WCQ to Recipient;


(b) becomes part of the public domain not due
to any unauthorized act by or omission of Recipient after the date of
disclosure by WCQ; or


(c) Recipient can demonstrate it had
independently developed or had knowledge prior to disclosure to it by WCQ.


 


Recipient
acknowledges and agrees that WCQ’s remedy at law for any breach under this
Agreement would be inadequate and therefore agrees and consents that temporary
and permanent injunctive relief may be granted in any proceeding which may be
brought to enforce any provision of this Agreement or any threatened breach
thereof, without the necessity of proof of inadequate remedy at law or actual
damage, and without being required to post a bond.  If the scope of any restriction contained in
this Agreement is too broad to permit enforcement of such restriction to its
full extent, then such restriction shall be enforced to the maximum extent
permitted by law, and the undersigned agrees that such scope may be judicially
modified accordingly in any proceeding brought to enforce such restriction.


 


Recipient’s
obligations under this Agreement shall survive the termination of the business
relationship, if any, between WCQ and Recipient, regardless of the manner of
such termination and shall be binding upon the Recipient and shall inure to the
benefit of WCQ, their heirs, personal representatives, successors and assigns.


 


No
failure or delay by WCQ in exercising any right, power, or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise of any right, power or privilege
granted hereunder.


 


This
Agreement contains the complete and entire understanding of the parties with
regard to the subject matter hereof and supersedes all prior discussions,
proposals, agreements or understandings, either written or oral, between the
parties relating to the subject matter hereof.


 


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This
Agreement shall be governed by the laws of the State of Florida.  Venue for any litigation between the parties
hereto with respect to the subject matter hereof shall be proper only in
Broward County, Florida.  The prevailing
party in any such litigation shall be entitled to reimbursement of its costs
and reasonable attorney’s fees incurred in connection with such litigation in
addition to any other relief to which it may be granted.


 


This
Agreement may not be amended except in writing signed by an authorized
representative of the respective parties.


 


This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which, taken together, shall constitute one and the
same agreement. Signed copies of this Agreement may be transmitted by facsimile
machine, and such signed copies transmitted via facsimile machine shall be
deemed as originals.


 


In
witness whereof, the parties have executed this Agreement as of the date
indicated below their respective signatures.


 


	
  Weston Capital Quest Corporation

  	
  Rock Energy Partners L.P.

  
	
  Joe Rotmil, President

  	
  Rocky Emery, CEO & Individually

  
	
   

  	
   

  
	
  By:

  	
  /s/ Joe Rotmil

  	
   

  	
  By:

  	
  /s/ Rocky Emery

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  November 14, 2007

  	
   

  	
  Date:

  	
  November 14, 2007

  	
   

  
								



 


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WESTON
CAPITAL QUEST CORPORATION


 


December 17, 2007


 


Rocky Emery


CEO


Rock Energy Partners, LP


 


Dear Rocky:


 


Weston Capital Quest
Corporation (WCQ) has agreed to remove the 2 year anti-dilution provision from
our Consulting agreement with Rock Energy Partners, LP dated November 14,
2007.


 


The remainder of our
agreement remains in full force as agreed.


 


 


	
  Very truly yours,

  	
   

  
	
   

  
	
   

  
	
  /s/ Joe Rotmil

  	
   

  
	
  Joe Rotmil

  	
   

  
	
   

  
	
  President

  
			



 


P.O. Box 267175, Weston, FL 33326 Tel: 954
384-4092  Fax:  954 384-4567 E-mail:  wcq@bellsouth.net