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JOINT VENTURE DRILLING AGREEMENT

Joint Venture JV Agreement

JOINT VENTURE DRILLING AGREEMENT | Document Parties: Energy Source, Inc | IAS Communications, Inc You are currently viewing:
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Energy Source, Inc | IAS Communications, Inc

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Title: JOINT VENTURE DRILLING AGREEMENT
Governing Law: Oregon     Date: 8/14/2007
Industry: Communications Equipment     Sector: Technology

JOINT VENTURE DRILLING AGREEMENT, Parties: energy source  inc , ias communications  inc
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Exhibit 10.13

JOINT VENTURE DRILLING AGREEMENT

          This JOINT VENTURE DRILLING AGREEMENT (“Agreement”) is made, entered into, and effective as of the 4th day of May, 2006, by and between Energy Source, Inc., a corporation organized and existing under the laws of the Commonwealth of Kentucky (“ESI”), and IAS Communications, Inc., a corporation organized and existing under the laws of the State of Oregon and authorized to conduct business in the Commonwealth of Kentucky (“Investors”).

WITNESSETH:

          WHEREAS, ESI and Investors executed and entered into a Term Sheet regarding the ownership and operation of a natural gas development and production project wherein ESI would provide its drilling services and Investors would provide financing for the drilling program, established pursuant to this Agreement; WHEREAS, each of the parties hereto desire to execute and enter into this Agreement, solely as joint venturers, and not as partners or a partnership, for the purpose of drilling natural gas wells, [as defined in KRS 353.010(8)], pursuant to the drilling program described herein; NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, and in further consideration of the services and financing to be provided by ESI and Investors, as hereinafter defined, the adequacy and receipt of which consideration is hereby acknowledged, the parties hereto, desiring to be legally bound hereby, agree as follows:

  1. Purpose/Operations .

          1.01. Purpose . The purpose of this Agreement is to provide for the financing, development and management of the drilling of natural gas wells, to be located at selected drill sites, and to provide for the subsequent transportation, sale and marketing of natural gas, or other hydrocarbons, produced at each well (herein referred to as the “drilling program”). The drilling program shall include (i) the drilling of development and production wells, on each drilling site, and (ii) the transportation, sale and marketing of natural gas, or other hydrocarbons, that may be produced in accordance with this Agreement.

          1.02 Drilling Program . It is the intent and agreement of ESI and Investors to initially drill a minimum of four (4) wells as the first part of the drilling program. As set forth herein, Investors shall have the option

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to finance and invest in an additional twenty (20) gas wells over an eighteen (18) month period from the date first above written. Each well drilled shall have 20 days to finance the said wells by the investors.

          ESI and Investors shall each have the specific duties, obligations and responsibilities as described and set forth in this Agreement, and specifically Section 2, below.

  2. Duties and Obligations .

          2.01 ESI . ESI shall assume the following responsibilities:

     (a) locate, drill and operate natural gas wells;

     (b) acquire the leasehold interest to the land, upon which each drill site is located. ESI represents and warrants that it has acquired a lease to land located in Knox and Laurel Counties, Kentucky, as evidenced by the Lease Agreements attached hereto as Exhibit “A ” and Exhibit “B” . ESI represents and warrants that pursuant to said Lease Agreements, it has the right to locate and drill wells on said property for the purpose of exploring and developing wells for natural gas or other hydrocarbon production. ESI further represents and warrants that the Leases are in full force and effect and will permit drilling operations thereon, in accordance with the terms and provisions of this Agreement, provided that a Kentucky permit is secured with respect to each drill site;

     (c) secure title opinions and updates on each Lease, and the mineral rights thereto, copies of which opinions shall be provided to Investors, at their request;

     (d) employ and secure such subcontractors for drilling operations, provided said subcontractors are duly qualified to drill wells, for the production of natural gas and other hydrocarbons, and licensed, if required;

     (e) manage all drilling operations for each well in the drilling program, including completion of any producing wells;

     (f) provide for the storage and transportation of all natural gas, or other hydrocarbons produced at each drill site;

     (g) secure and provide for the sale and marketing of natural gas, or other hydrocarbons produced at each drill site;

     (h) secure all licenses and drilling permits as may be required by Kentucky law, and, specifically, KRS Chapter 353, with respect to each well and drill site, prior to the commencement of drilling. A copy of each permit shall be available to Investors prior to the commencement of any drilling;

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     (i) record all assignments, leases and other documents necessary or required to perfect Investors’ working interest ownership in each drill site;

     (j) comply with all federal, state and local laws regarding or affecting drilling operations, production and transportation of natural gas, or other hydrocarbons produced, and sales, to include compliance with all federal, state and local laws regarding transmission of natural gas, or other hydrocarbons, from each drill site to the consumer;

     (k) to generally manage the day-to-day drilling operations involved in the drilling program in compliance with this Agreement and all provisions of federal, state and local law; and

     (l) maintain all books and records, including income and costs records for all drilling and production well operations in the drilling program, which includes the allocation and payment of revenues generated from a producing well as set forth in Section 4 of this Agreement (“Well Accounting”) and make payment of all costs and expenses associated with drilling at each drill site.

          2.02 Investors . The Investors shall assume the following d


 
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