Daywork Drilling Contract

Exhibit 10.20

NOTE. This form contract is a suggested guide only and use of this form or any variation thereof shall be at the sole discretion and risk of the user parties. Users of the form contract or any portion or variation thereof are encouraged to seek the advice of counsel to ensure that their contract reflects the complete agreement of the parties and applicable law. The International Association of Drilling Contractors disclaims any liability whatsoever for loss or damages which may result from use of the form contract or portions or variations thereof Computer generated form, reproduced under license from IADC.

Revised April, 2003


INTERNATIONAL ASSOCIATION OF DRILLING CONTRACTORS

DRILLING BID PROPOSAL

AND DAYWORK DRILLING CONTRACT - U.S.

TO: Windsor Energy Resources, Inc.

Please submit bid on this drilling contract form for performing the work outlined below, upon the terms and for the consideration set forth, with the understanding that if the bid is accepted by _____________________________________________________ this instrument will constitute a Contract between us. Your bid should be mailed or delivered not later than ___________ P.M. on ________________, 20 ___ to the following address _______________________________________________________

THIS CONTRACT CONTAINS PROVISIONS RELATING TO INDEMNITY, RELEASE OF LIABILITY, AND ALLOCATION OF RISK

SEE PARAGRAPHS 4.9, 6.3(c), 10, 12, AND 14

This Contract is made and entered into on the date hereinafter set forth by and between the parties herein designated as " Operator" and " Contractor" .

OPERATOR: Windsor Energy Resources, Inc. Address:

14313 North May Avenue

Oklahoma City, Oklahoma 73134 CONTRACTOR: Bronco Drilling Company, Inc. Address:

6601 S.W. 29 th

Oklahoma City, OK 73179

IN CONSIDERATION of the mutual promises, conditions and agreements herein contained and the specifications and special provisions set forth in Exhibit " A" and Exhibit " B" attached hereto and made a part hereof (the " Contract" ), Operator engages Contractor as an independent contractor to drill the hereinafter designated well or wells in search of oil or gas on a Daywork Basis or purposes hereof, the term " Daywork" or " Daywork Basis" means Contractor shall furnish equipment labor, and perform services as herein provided, for a specified sum per day under the direction, supervision and control of Operator (inclusive of any employee, agent, consultant or subcontractor engaged by Operator to direct drilling operations). When operating on a Daywork Basis, Contractor shall be fully paid at the applicable rates of payment and assumes only the obligations and liabilities stated herein. Except for such obligations and liabilities specifically assumed by Contractor, Operator shall be solely responsible and assumes liability for all consequences of operations by both parties while on a Daywork Basis, including results and all other risks or liabilities incurred in or incident to such operations. 1. LOCATION OF WELL:

Well Name and Number: Windsor Energy Resources, Inc. / Term Contract Bronco Drilling Rig #15

Parish/County: _________________________ State: Texas Field Name: _________________________

Well location and land description: TO BE DETERMINED BY OPERATOR

1.1 Additional Well Locations or Areas: To be specified by operator

Locations described above are 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 the day , 2006, Upon completion of Rig #15 in the Oklahoma City yard and contractor has scheduled rig to move to the first (1 st ) well designated by Windsor Energy. 3. DEPTH:

3.1 Well Depth: The well(s) shall be drilled to a depth of approximately 12,000" feet, or to the formation, whichever is deeper, but the Contractor shall not be required hereunder to drill said well(s) below a maximum depth of 15,000" feet, unless Contractor and Operator mutually agree to drill to a greater depth.

4. DAYWORK RATES:

Contractor shall be paid at the following rates for the work performed hereunder. Actual mobilization costs plus 85% of the dayrate from rig release of prior well to spud of following or a mobilization day rate of well SEE SPEC PROV. ITEM 2 4.1 Mobilization: Operator shall pay Contractor a mobilization fee of $ $ N/A per day. This sum shall be due and payable in full at the time the rig is rigged up or positioned at the well site ready to spud. Mobilization shall include: All Move in, and Rig Up of drilling rig and equipment. All rig down and move out of drilling rig and equipment. (Including, but not limited to, all permits, trucking, forklift and cranes). 4.2 Demobilization: Operator shall pay Contractor a demobilization fee of $ Same as 4.1 or a demobilization day rate during tear down of $ N/A per day, provided however that no demobilization fee shall be payable if the Contract is terminated due to the total loss or destruction of the rig. Demobilization shall Include: Operator pays all trucking, dozer, forklift charges or other associated mobilization costs. Operator pays 85% of dayrate from the time trucks first arrive at location until spud of subsequent well.

4.3 Moving Rate: During the time the rig is in transit to or from a drill site, or between drill sites, commencing on SEE SPEC PROV Item 1, Operator shall pay Contractor a sum of $ N/A per twenty-four (24) hour day. (U.S. Daywork Contract - Page 1) Form provided by Forms On-A-Disk Copyrighta9 2003 International Association of Drilling Contractors (214) 340-9429 - FormsOnADisk.com

Revised April, 2003


4.4 Operating Day Rate: For work performed per twenty-four (24) hour day with Five (5) man crew the operating day rate shall be:


Depth Intervals

From

To

Without Drill Pipe

With Drill Pipe

0" T.D. $

SEE SPEC PROV -
ITEM 2 per day $

SEE SPEC PROV - ITEM 2 per day $ per day $ per day $ per day $ per day

Using Operator' s drill SEE SPEC per day. pipe $ PROV. ITEM 2

The rate will begin when the drilling unit is rigged up at the drilling location, or positioned over the location during marine work, and ready to commence operations; and will cease when the rig is released after pits are clean and at such time moving rates shall commence.

If under the above column " With Drill Pipe" no rates are specified, the rate per twenty-four hour day when drill pipe is in use shall be the applicable rate specified in the column " Without Drill Pipe" plus compensation for any drill pipe actually used at the rates specified below, computed on the basis of the maximum drill pipe in use at any time during each twenty-four hour day.

DRILL PIPE RATE PER 24-HOUR DAY


Straight Hole

Size

Grade Directional or
Uncontrollable Deviated Hole

Size

Grade

$ N/A per ft. $ per ft.

$ per ft. $ per ft.

$ per ft. $ per ft.

Directional or uncontrolled deviated hole will be deemed to exist when deviation exceeds Ten (10) degrees or when the change of angle exceeds three (3) degrees per one hundred feet.

Drill pipe shall be considered in use not only when in actual use but also while it is being picked up or laid down. When drill pipe is standing in the derrick, it shall not be considered in use, provided, however, that if Contractor furnishes special strings or drill pipe, drill collars, and handling tools as provided for in Exhibit " A" , the same shall be considered in use at all times when on location or until released by Operator. In no event shall fractions or an hour be considered in computing the amount of time drill pipe is in use but such time shall be computed to the nearest hour, with thirty minutes or more being considered a full hour and less than thirty minutes not be counted.

4.5 Repair Time: In the event it is necessary to shut down Contractor' s rig for repairs, excluding routine rig servicing, Contractor shall be allowed compensation at the applicable rate for such shut down time up to a maximum or 8 hours for any one rig repair job, but not to exceed 24 hours of such compensation for any calendar month. Thereafter, Contractor shall be compensated at a rate of $ - 0- per twenty-four (24) hour day. Routine rig servicing shall include, but not be limited to, cutting and slipping drilling line, changing pump or swivel expondables, testing BOP equipment, lubricating rig, and ___________________________. 4.6 Standby Time Rate: $ See SPEC, PROV, ITEM 3 per twenty-four (24) day. Standby time shall be defined to include time when the rig is shut down although in roadiness to begin or resume operations but Contractor is waiting on orders of Operator or on materials, services or other items to be furnished by Operator.

4.7 Drilling Fluid Rates: When drilling fluids of a type and characteristic that increases Contractor' s cost of performance hereunder, including, but not limited to, oil-based mud or potassium chloride, are in use, Operator shall pay Contractor in addition to the operating rate specified above:

(a) $20.00 per man per day for Contractor' s rig-site personnel. (including but not limited to Tool pusher) (b) $480.00 per day additional operating rate; and

(c) Cost of all labor, materials and services plus 48 hours operating rate to clean rig and related equipment.

4.8 Force Majeure Rate: $ 85% of Dayrate per twenty-four (24) hour day for any continuous period that normal operations are suspended or cannot be carried on due to conditions or Force Majeure as defined in Paragraph 17 hereof. It is, however, understood that subject to Subparagraph 6.3 below, Operator can release the rig in accordance with Operator' s right to direct stoppage of the work, effective when conditions will permit the rig to be moved from the location.

4.9 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 ten (10) 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.

4.10 Revision In Rates: The rates and/or payments herein set forth due to Contractor from Operator shall be revised to reflect the change in costs if the costs of any of the items hereinafter listed shall vary by more than 0 percent from the costs thereof on the date of this Contract or by the same percent after the date of any revision pursuant to this Subparagraph:

(a) Labor costs, including all benefits, of Contractor' s personnel;

(b) Contractor' s costs of Insurance premiums;

(c) Contractor' s cost of fuel, including all taxes and fees; the cost per gallon/MCF being $NA; (d) Contractor' s cost of catering, when applicable;

(e) If Operator requires Contractor to Increase or decrease the number of Contractor' s personnel; (f) Contractor' s cost of spare parts and supplies with the understanding that such spare parts and supplies constitute 20 percent of the operating rate and that the parties shall use the U.S. Bureau of Labor Statistics Oil Field and Gas Field Drilling Machinery Producer Price Index (Series ID WPU119102) to determine to what extent a price variance has occurred in said spare parts and supplies; (g) If there is any change in legislation or regulations in the area in which Contractor is working or other unforeseen, unusual event that alters Contractor' s financial burden.

5. TIME OF PAYMENT

Payment is due by Operator to Contractor as follows:

5.1 Payment for mobilization, drilling and other work performed at applicable rates, and all other applicable charges shall be due, upon presentation of invoice therefore, upon completion of mobilization, demobilization, no release or at the end of the month in which such work was performed or other charges are incurred, whichever shall first occur. All invoices may be mailed to Operator at the address hereinabove shown, unless Operator does hereby designate that such invoices shall be mailed as follows, as specified by operator _____________. 5.2 Disputed Invoices and Late Payment: Operator shall pay all invoices within 30 days after receipt except that if Operator disputes an invoice or any part thereof, Operator shall, within fifteen days after receipt of the invoice, notify Contractor of the item disputed, specifying the reason therefore, and payment of the disputed item may be withheld until settlement of the dispute, but timely payment shall be made of any undisputed portion. Any sums (including amounts ultimately paid with respect to a disputed invoice) not paid within the above specified days shall bear interest at the rate of 2 percent or the maximum legal rate, whichever is less, per month from the due date until paid. If Operator does not pay undisputed items within the above stated time, Contractor may suspend operations or terminate this Contract as specified under Subparagraph 6.3. (U.S. Daywork Contract - Page 2) Form provided by Forms On-A-Disk Copyrighta9 2003 International Association of Drilling Contractors (214) 340-9429 - FormsOnADisk.com

Revised April, 2003

6. TERM:

6.1 Duration of Contract: This Contract shall remain in full force and effect until drilling operations are completed on the well or wells specified in Paragraph 1 above, or for a term of TWO (2) years , commencing on the date specified in Paragraph 2 above. 6.2 Extension of Term: Operator may extend the term of this Contract for NA well(s) or for a period of NA by giving notice to Contractor at least days prior to completion of the well then being drilled or by

6.3 Early Termination:

(a) By Either Party: Upon giving of written notice, either party may terminate this Contract when total loss or destruction of the rig, or a major breakdown with indefinite repair time necessitate stopping operations hereunder

(b) By Operator: Notwithstanding the provisions of Paragraph 3 with respect to the depth to be drilled. Operator shall have the right to direct the stoppage of the work to be performed by Contractor hereunder at any time prior to reaching the specified depth, and even though Contractor has made no default hereunder. In such event, Operator shall reimburse Contractor as set forth in Subparagraph 6.4 hereof.

(c) By Contractor: Notwithstanding the provisions of Paragraph 3 with respect to the depth to be drilled, in the event Operator shall become insolvent, or be adjudicated a bankrupt, or file, by way of petition or answer, a debtor' s petition or other pleading seeking adjustment of Operator' s debts, under any bankruptcy or debtor' s relief laws now or hereafter prevailing, or if any such be filed against Operator, or in case a receiver be appointed of Operator or Operator' s property, or any part thereof, or Operator' s affairs be placed in the hands of a Creditor' s Committee, or, following three business days prior written notice to Operator if Operator does not pay Contractor within the time specified in Subparagraph 5.2 all undisputed items due and owing, Contractor may, at its option, (1) elect to terminate further performance of any work under this Contract and Contractor' s right to compensation shall be as set forth in Subparagraph 6.4 hereof, or (2) suspend operations until payments is made by Operator in which event the standby time rate contained in Subparagraph 4.6 shall apply until payment is made by Operator and operations are resumed. In addition to Contractor' s rights to suspend operations or terminate performance under this Paragraph, Operator hereby expressly agrees to protect, defend and indemnify Contractor from and against any claims, demands and causes of action, including all costs of defense, in favor of Operator, Operator' s co-ventures, co-lessees and joint owners, or any other parties arising out of any drilling commitments or obligations contained in any loose, farmout agreement or other agreement, which may be affected by such suspension of operations or termination of performance hereunder.

6.4 Early Termination Compensation: If Operator terminates this Agreement prior to Operator' s complete performance, the parties agree that damages would be extremely difficult to determine and that the following liquidated damage sums are fair and reasonable estimates of damages under the circumstances and do not constitute a penalty.

(a) Prior to Commencement: In the event Operator terminates this Contract prior to commencement of Operations hereunder, Operator shall pay Contractor as liquidated damages and not as a penalty a sum equal to 7,300,000,00

(b) Prior to Spudding: If such termination occurs after commencement of operations but prior to the spudding of the well, Operator shall pay to Contractor as liquidated damages and not as a penalty the lump sum calculated by taking the number of calendar days remaining on the contract term (the difference in calendar days between the date of termination and two (2) years from the date specified in Paragraph Number 2) multiplied by $15,000.00. This provision is the complete understanding and agreement of the parties and supersedes and merges all prior written or oral communications regarding the subject matter hereof (see item 4).

(c) Subsequent to spudding: If such termination occurs after the spudding of the well, Operator shall pay Contractor as liquidated damages and not as a penalty the lump sum calculated by taking the number of calendar days remaining on the contract term (the difference in calendar days between the date of termination and two (2) years from the date specified in Paragraph Number 2) multiplied by $15,000.00. This provision is the complete understanding and agreement of the parties and supersedes and merges all prior written or oral communications regarding the subject matter hereof (see item 4).

7. CASING PROGRAM

Operator shall have the right to designate the points at which casing will be set and the manner of setting, cementing and testing. Operator may modify the casing program, however, any such modification which materially increases Contractor' s hazards or costs can only be made by mutual consent of Operator and Contractor and upon agreement as to the additional compensation to be paid Contractor as a result thereof

8. DRILLING METHODS AND PRACTICES:

8.1 Contractor shall maintain well control equipment in good condition at all times and shall use all reasonable means to prevent and control fires and blowouts and to protect the hole.

8.2 Subject to the terms hereof, and at Operator' s cost, at all times during the drilling of the well, Operator shall have the right to control the mud program, and the drilling fluid must be of a type and have characteristics and be maintained by Contractor in accordance with the specifications shown in Exhibit " A" .

8.3 Each party hereto agrees to comply with all laws, rules, and regulations of any federal, state or local governmental authority which are now or may become applicable to that party' s operations covered by or arising out of the performance of this Contract. When required by law, the terms of Exhibit " B" shall apply to this Contract. In the event any provision of this Contract is inconsistent with or contrary to any applicable federal, state or local law, rule or regulation, said provision shall be deemed to be modified to the extent required to comply with said law, rule or regulation, and as so modified said provision and this Contract shall continue in full force and effect. 8.4 Contractor shall keep and furnish to Operator an accurate record of the work performed and formations drilled on the IADC-API Daily Drilling Report Form or other form acceptable to Operator. A legible copy of said form shall be furnished by Contractor to Operator.

8.5 If requested by Operator, Contractor shall furnish Operator with a copy of delivery tickets covering any material or supplies provided by Operator and received by Contractor.

9. INGRESS, EGRESS, AND LOCATION:

Operator hereby assigns to Contractor all necessary rights of ingress and egress with respect to the fact on which the well is to be located for the performance by Contractor of all work contemplated by this Contract. Should Contractor be denied free access to the location 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 standby time rate. Operator agrees at all times to maintain the road and location in such a condition that will allow free access and movement to and from the drilling site in an ordinarily equipped highway type vehicle. If Contractor is required to use bulldozers, tractors, four-wheel drive vehicles, or any other specialized transportation equipment for the movement of necessary personnel, machinery, or equipment over access roads or on the drilling location, Operator shall furnish the same at its expense and without cost to Contractor. The actual cost of repairs to any transportation equipment furnished by Contractor or its personnel damaged as a result of improperly maintained access roads or location will be charged to Operator. Operator shall reimburse Contractor for all amounts reasonably expended by Contractor for repairs and/or reinforcement of roads, bridges and related or similar facilities (public and private) required as a direct result of a rig move pursuant to performance hereunder. Operator shall be responsible for any costs associated with leveling the rig because of location setting.

(U.S. Daywork Contract - Page 3) Form provided by Forms On-A-Disk Copyrighta9 2003 International Association of Drilling Contractors (214) 340-9429 - FormsOnADisk.com

Revised April, 2003

10. SOUND LOCATION:

Operator shall prepare a sound location adequate in size and capable of property supporting the drilling rig, and shall be responsible for a casing and cementing program adequate to prevent soil and subsoil wash out it is recognized that Operator has superior knowledge of the location and access routes to the location, and must advice Contractor of any subsurface conditions, or obstructions (including, but not limited to, mines, caverns, sink holes, streams, pipelines, power lines and communication lines) which Contractor might encounter while on route to the location or during operations hereunder. In the event subsurface conditions cause a cratering or shifting of the location surface, or if seabed conditions prove unsatisfactory to property support the rig during marino operations hereunder, and loss ...