EXHIBIT
10.13

    


    Houston,
July 6th 2009

    


    Mr.
Warren Dillard

    1901 Av.
Of the Starts, Suite 200

    Los
Angeles, CA, 90067


    


    Dear
Warren:

    


    On behalf of “Cobra Oil & Gas
Company”, a Nevada corporation (the “Company”), I am pleased to offer you a
position on our Board of Advisors.

    


    Subject
to the approval of the Company’s Board of Directors, you will be granted 50,000
restricted shares of Company common stock per each year of service. Subject to
your acceptance of this agreement and to your continued service on the Board of
Advisors, you will receive 25,000 restricted shares at the signing of this
agreement and the balance of 25,000 restricted shares six months from the date
of the signing of this agreement.

    


    As an Advisor, you will be invited to
attend Advisory Board Meetings, either in person or on the phone, which will be
arranged on an as needed basis (no more than four per year).  In
addition, your name and bio will appear on our website and materials in the
Advisor section.  Your service as an Advisor will be subject to the
Company’s Board of Advisors Terms and Conditions attached hereto as Exhibit A,
to which you agree by your signature below (the “Terms”).

    


    On behalf of the Company’s management,
I am excited about you serving as an Advisor the Company and look forward to
your input and guidance.


    


    
      
        	 
      	
                Sincerely,

              
	 
      	 
      
	 
      	
                Cobra
      Oil & Gas Company

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Max Pozzoni

              
	 
      	 
      	
                Max
      Pozzoni, President

              


      

    

    


    I agree
to and accept the Board of Advisor position and agree to be bound by the
Terms.


    


    
      
        
          	
                  Date:             
       July
      8              ,
      2009

                	 
      	
                  /s/
      Warren Dillard

                
	 
      	 
      	
                  Warren
      Dillard

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
A

    


    BOARD
OF ADVISORS TERMS AND CONDITIONS

    


    1.           Expenses.  The Company shall
reimburse Advisor in accordance with the Company’s policies for reasonable
travel and related expenses incurred in the course of performing services
hereunder, provided, however, that appropriate documentation of such expenses
must be provided in accordance with such policies and expenses in excess of $100
shall be approved in advance by the Company.  Advisor shall not
otherwise be paid for the collaboration, advice and assistance provided to the
Company in connection with service on the Board of Advisors (the
“Services”).

     

    2.           Termination.  Advisor’s service
on the Board of Advisors may be terminated by either party for any reason upon
written notice to the other party.

     

    3.           Independent
Contractor.  Advisor’s
relationship with the Company will be that of an independent contractor and not
that of an employee.  Advisor will have no authority to enter into
contracts that bind the Company or create obligations on the part of the Company
without the prior written authorization of the Company.

     

    4.           Nondisclosure
of Confidential Information.

     

    (a)           Agreement Not to
Disclose.  Advisor agrees not to use any Confidential
Information (as defined below) disclosed to Advisor by the Company for Advisor’s
own use or for any purpose other than to carry out discussions concerning, and
the undertaking of, the Services.  Advisor shall not disclose or
permit disclosure of any Confidential Information of the Company to third
parties other than other members of the Company’s Board of
Advisors.  Advisor agrees to take all reasonable measures to protect
the secrecy of and avoid disclosure or use of Confidential Information of the
Company in order to prevent it from falling into the public domain or the
possession of persons other than those persons authorized under this Agreement
to have any such information.  Advisor further agrees to notify the
Company in writing of any actual or suspected misuse, misappropriation or
unauthorized disclosure of the Company’s Confidential Information which may come
to Advisor’s attention.

     

    (b)           Definition of Confidential
Information.  “Confidential
Information” means any information, technical data or know-how (whether
disclosed before or after the date of this Agreement), including, but not
limited to, information relating to business and product or service plans,
financial projections, customer lists, business forecasts, sales and
merchandising, human resources, patents, patent applications, computer object or
source code, research, inventions, processes, designs, drawings, engineering,
marketing or finance to be confidential or proprietary or which information
would, under the circumstances, appear to a reasonable person to be confidential
or proprietary.  Confidential Information does not include
information, technical data or know-how which: (i) is in the possession of
Advisor at the time of disclosure, as shown by Advisor’s files and records
immediately prior to the time of disclosure; or (ii) becomes part of the
public knowledge or literature, not as a direct or indirect result of any
improper inaction or action of Advisor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Exceptions.  Notwithstanding
the above, Advisor shall not have liability to the Company or any of its
subsidiaries with regard to any Confidential Information of the Company which
Advisor can prove (i) is disclosed with the prior written approval of the
Company, or (ii) is disclosed pursuant to the order or requirement of a court,
administrative agency, or other governmental body; provided, however, that
Advisor shall provide prompt notice of such court order or requirement to the
Company to enable the Company or its appropriate subsidiary to seek a protective
order or otherwise prevent or restrict such disclosure.

     

    5.           No
Duplication; Return of Materials.  Advisor agrees,
except as otherwise expressly authorized by the Company, not to make any copies
or duplicates of any the Company’s Confidential Information.  Any
materials or documents that have been furnished by the Company to Advisor in
connection with the Services shall be promptly returned by Advisor to the
Company, accompanied by all copies of such
documentation, within ten days after (a) the Services have been concluded
or (b) the written request of the Company.

     

    6.           No Rights
Granted.  Nothing in this
Agreement shall be construed as granting any rights under any patent, copyright
or other intellectual property right of the Company, nor shall this Agreement
grant Advisor any rights in or to the Company’s Confidential Information, except
the limited right to use the Confidential Information in connection with the
Services.

     

    7.           Assignment
of Inventions.  To the extent
that, in the course of performing the Services, Advisor jointly or solely
conceives, develops, or reduces to practice any inventions, original works of
authorship, developments, concepts, know-how, improvements or trade secrets,
whether or not patentable or registrable under copyright or similar laws,
Advisor hereby agrees to assign all rights, titles and interest to such
inventions to the Company.

     

    8.           Duty to
Assist.  As requested by
the Company, Advisor shall take all steps reasonably necessary to assist the
Company in obtaining and enforcing in its own name any patent, copyright or
other protection which the Company elects to obtain or enforce for its
inventions, original works of authorship, developments, concepts, know-how,
improvements and trade secrets.  Advisor’s obligation to assist the
Company in obtaining and enforcing patents, copyrights and other protections
shall continue beyond the termination of Advisor’s relationship with the
Company, but the Company shall compensate Advisor at a reasonable rate after the
termination of such relationship for time actually spent at the Company’s
request providing such assistance.

     

    9.           Miscellaneous.  Any term of these
Terms and Conditions may be amended or waived only with the written consent of
the parties.  The Advisor Agreement and these Terms and Conditions
constitute the sole agreement of the parties and supersede all oral negotiations
and prior writings with respect to the subject matter hereof.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Texas, without giving effect to the
principles of conflict of laws.