EXHIBIT 10.6


 


FARMOUT
AMENDING AGREEMENT


 


THIS FARMOUT
AMENDING AGREEMENT is made effective

as of the 15th day of November, 2005.


 


AMONG:


 


NORTHERN
ALBERTA OIL LTD., a body corporate
incorporated pursuant to the laws of the Province of Alberta (hereinafter referred to as “NAOL”)


 


- and -


 


DEEP
WELL OIL & GAS (ALBERTA) LTD., a body
corporate incorporated pursuant to the laws of the Province of Alberta (hereinafter referred to as “Deep Well Alberta”)


 


- and -


 


DEEP
WELL OIL & GAS, INC., a Nevada corporation extra-provincially
registered in the Province of Alberta (hereinafter referred to as “DWOG”)


 


(hereinafter
NAOL, DWOG and Deep Well Alberta are collectively referred to as the “Farmor”)


 


- and -


 


SURGE
GLOBAL ENERGY (CANADA), LTD., a body corporate incorporated
pursuant to the laws of the Province of Alberta (hereinafter referred to as “Farmee”)


 


- and -


 


SURGE
GLOBAL ENERGY, INC., a body corporate
incorporated pursuant to the laws of the State of Delaware (hereinafter referred to as “Surge US”)


 


RECITALS:


 


A.                                   DWOG, NAOL, Farmee and Surge US entered into a farmout agreement
dated February 25, 2005, which has been amended from time to time,
including, but not limited to, letter amending agreements dated March 10,
2005, March 10, 2005 and July 14, 2005 (the “Farmout Agreement”).


 


B.                                     Pursuant to and as a condition precedent to the closing of a private
placement of gross proceeds in the amount of $8,550,000 CDN to Farmee by MGI
Securities Ltd. (the “Private Placement”),
the Farmor, the Farmee and Surge US have agreed to amend certain terms and
conditions of the Farmout Agreement.


 





















 


NOW
THEREFORE in consideration of the respective covenants and agreements of the
Parties contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by each of the Parties, it is
hereby agreed as follows:


 


ARTICLE 1

INTERPRETATION


 


1.1                               Definitions


 


In
this agreement the capitalized terms which are used herein and which are
defined in the Farmout Agreement shall have the meaning ascribed thereto unless
the contrary is otherwise expressly required or unless otherwise defined
herein.


 


ARTICLE 2

AMENDMENTS TO THE FARMOUT AGREEMENT


 


2.1                               Condition Satisfaction Date


 


Section 1.1(f) “Conditions
Satisfaction Date” shall be revised as, “means September 25, 2005;”.


 


2.2                               Earning Period


 


Section 1.1(h) ”Earning
Period” shall be revised as, “means the period commencing on September 25,
2005 and ending on February 25, 2008;”.


 


2.3                               Conditions Precedent


 


Section 2.1(e) of
the Farmout Agreement is deleted in its entirety.


 


2.4                               Option Well


 


The
first sentence of Section 4.1 shall be revised as follows:


 


“Farmee
shall have the right, until September 25, 2006, on notice to Farmor, to
Spud an Option Well.”


 


2.5                               Reconveyance of Farmout Lands


 


The
first sentence of Section 10.1 shall be revised as follows:


 


“Within
thirty (30) days following the end of the Earning Period, Farmee shall convey
to Deep Well, Northern or Deep Well Alberta, as directed by Deep Well, a 40%
beneficial interest in those Farmout Lands (if any) in which Farmee has not
earned an interest by the end of the Earning Period.”.


 


ARTICLE 3

OTHER AGREEMENTS


 


3.1                               6.5 Section Block


 


Farmor
acknowledges and confirms that it has acquired legal and beneficial title to
the 6.5 Section Block.  In
accordance with the second sentence of Section 9.3, and at the closing of
the Private Placement, the Farmor shall transfer and convey legal title to the
Farmee of a forty (40%) percent undivided interest in and to the 6.5 Section Block.


 


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3.2                               Article 13


 


Upon
payment by the Farmee to the Farmor of US$1,000,000.00 at the closing of the
Private Placement as contemplated by Section 3.3 below, all amounts payable by
the Farmee to the Farmor, or by the Farmor to the Farmee or Surge US under Article 13
of the Farmout Agreement, shall be deemed fully paid and satisfied with no
further debts, obligations or amounts owing or outstanding by the Farmee to the
Farmor or the Farmor to the Farmee or Surge US in relation to Article 13
of the Farmout Agreement.


 


3.3                               Surge Shares


 


Article 14:
“Surge Shares” is deleted in its entirety and stated as follows:


 


“The
Farmor, Farmee and Surge US agree that the 7,822,366 Surge US common shares
issued by Surge US and registered in the name of DWOG and held by Premier Trust
of Nevada (the “Escrow Agent”) pursuant to the Escrow Agreement among DWOG,
Farmee, Surge US and the Escrow Agent dated February 25, 2005 shall be
released by the Escrow Agent to Surge US so that Surge US may return such Surge
US common shares to its treasury for cancellation.  Furthermore, at the closing of the Private
Placement, Farmee agrees to:


 


i.                                          pay to NAOL the sum of Nine
Hundred Thousand (US$900,000.00) US Dollars and to Deep Well Alberta the sum of
One Hundred Thousand (US$100,000.00) US Dollars; and


 


ii.                                       issue to NAOL Six Million
Seven Hundred Ninety Five Thousand (6,795,000) common shares of Farmee and to
Deep Well Alberta Seven Hundred Fifty Five Thousand (755,000) common shares of
Farmee, and which such Farmee common shares shall be fully paid and
non-assessable as of November 15, 2005 and shall be subject to the terms
and conditions of the Voting Trust Agreement dated November 15, 2005 among
NAOL, Deep Well Alberta, and Surge US.


 


ARTICLE 4

MISCELLANEOUS


 


4.1                               Ratification


 


Other
than as amended herein, the terms and provisions of the Farmout Agreement are
hereby ratified and confirmed.


 


4.2                               Counterpart Execution


 


This
agreement may be executed by facsimile and counterpart execution, with each
such counterpart taken to be an original and all counterparts taken together
constituting due execution by the Parties of this agreement.


 


IN
WITNESS WHEREOF the parties hereto have executed this agreement effective as of
the day and year first above written.


 


 


	
  DEEP WELL OIL & GAS (ALBERTA)

  LTD.

  	
  DEEP WELL OIL & GAS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:

  	
  /s/ Horst A.
  Schmid

  	
   

  	
  Per:

  	
  /s/ Horst A.
  Schmid

  	
   

  
						



 


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  NORTHERN ALBERTA OIL LTD.

  	
  SURGE GLOBAL ENERGY (CANADA),

  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:

  	
  /s/ Curtis
  J. Sparrow

  	
   

  	
  Per:

  	
  /s/ Fred W.
  Kelly

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SURGE GLOBAL ENERGY, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:

  	
  /s/ David Perez

  	
   

  	
   

  
							



 


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