Contract #

ARTICLE 1. DEFINITIONS

ARTICLE 2. SCOPE OF CONTRACT

ARTICLE 3. TERM OF CONTRACT

ARTICLE 4. SIGNATURE BONUS

ARTICLE 5. RELINQUISHMENT

ARTICLE 6. MINIMUM WORK AND EXPENDITURE OBLIGATIONS

ARTICLE 7. STATE BODY'S ASSISTANCE

ARTICLE 8 TERMINATION

ARTICLE 9 - CONDUCT OF PETROLEUM OPERATIONS

ARTICLE 10. GAS

ARTICLE 12. APPROVAL PROCEDURE

ARTICLE 13 JOINT MANAGEMENT COMMITTEE

ARTICLE 14. DATA AND SAMPLES

ARTICLE 15. REPORTS AND RECORDS

ARTICLE 16. ACCESS AND INSPECTION

ARTICLE 17. MEASUREMENT, TRANSPORT AND DELIVERY

ARTICLE 18. COST RECOVERY AND PRODUCTION SHARING

ARTICLE 19. VALUATION OF COMMERCIAL OIL

ARTICLE 20. BOOKS OF ACCOUNT, ACCOUNTING AND AUDIT

ARTICLE 21. EXCHANGE AND CURRENCY CONTROL

ARTICLE 22. TITLE TO ASSETS

ARTICLE 23. TAXES

ARTICLE 24. LIABILITY AND INSURANCE

ARTICLE 25. IMPORT AND EXPORT

ARTICLE 26. TRAINING

ARTICLE 27. PARTICIPATION

ARTICLE 28. ASSIGNMENT

ARTICLE 29. LAWS AND REGULATIONS

ARTICLE 30. LOCAL GOODS AND SERVICES

ARTICLE 31. FORCE MAJEURE

ARTICLE 32. ENTIRE AGREEMENT

ARTICLE 33. AMENDMENTS

ARTICLE 34. CONFIDENTIALITY

ARTICLE 35. TITLES AND HEADINGS

ARTICLE 36. LANGUAGES

ARTICLE 37. CONTRACTOR'S OFFICE IN

ARTICLE 38. GOVERNING LAW

ARTICLE 39. SETTLEMENT OF DISPUTES - ARBITRATION

ARTICLE 41. COMING INTO FORCE

This Contract is made, signed and entered into, on this __ day of __ 200_ by and between:

(PART 1), (State Body of State X) (hereinafter referred to as "State Body") of the one part, and

(PART 2) being a legal entity, established and existing under the laws of the (Y) with office in ______________,

(PART 3) being a legal entity, established and existing under the laws of the (Z) with office in ______________

being collectively referred to hereinafter as "Contractor", of the other part.

State Body and Contractor are referred to hereinafter either individually as "Party" or collectively as "Parties".

WHEREAS, (State X) is the sole owner of all natural resources within its territory and offshore areas and has the exclusive right to explore, develop, extract, exploit and utilize the natural resources there from; and

WHEREAS, the State Body of Oil is the Governmental body concerned and entrusted with 9 exploration, development and production of Petroleum within (State X): and

WHEREAS, the Contractor is of sound financial standing and possesses technical competency to can out development and production and generally all and any Petroleum Operations as hereinafter defined: and

WHEREAS, the Parties mutually declare that they have the power authority and desire to enter into this Development and Oil Production Contract in relation to the Second Stage of (X oilfield) as defined herein.

NOW THEREFORE, and in consideration of the premises and the mutual covenants hereinafter set out, the Parties agreed as follows:

ARTICLE 1. DEFINITIONS

Except as specifically provided otherwise herein, any reference to an Article, Sub-Article, Annex or Addendum shall be construed as reference to an Article, Sub-Article, Annex or Addendum of this Contract.

In this Contract words in the singular include the plural and vice versa, and except where the context otherwise requires, the following terms shall have the meanings set out as follows:

1.1 "Accounting Procedure" means the accounting procedures and requirements set out in Annex X.

1.2 "Affiliate" means, with respect to any Company, any legal entity which:

Controls that Company;

is controlled by that Company;

or is controlled by a legal entity which in its turn controls or is controlled by that Company.

To "control" means to determine and pursue the policy of an organization, enterprise or legal entity by way of direct or indirect control over 50% (fifty per cent) or more of the shares or votes in such organization.

1.3 "Appraisal" or "Appraisal Operations" shall include (but not be limited to) such geological, geophysical, aerial and any other surveys and any interpretation of data relating thereto and the drilling of such shot-holes, core holes, stratigraphic rests, holes for the appraisal of Petroleum and other related holes and wells, the production testing and the purchase or acquisition of such supplies, materials and equipment therefore.

1.4 "Approval" or "Approved" means the approval of the State Body in written form.

1.5 "Average Daily Production" means the total cumulative production of Crude Oil for a certain period of time divided by the number of calendar days in that period of time.

1.6 "Barrel" means a quantity consisting of forty-two (42) United States Gallons under one (1) atmosphere of pressure and temperature of sixty (60) degrees Fahrenheit.

1.7 "Budget" means itemized expenditures and costs of Petroleum Operations related to an Annual Work Program.

1.8 "Calendar Year" means a period of twelve (12) consecutive months commencing with the first day of January and ending the last day of December, according to the Gregorian calendar.

1.9 "Contract Area" means the development and production area covered by this Contract, as described in Annex X and outlined in the map which constitutes Annex Y. In case of difference between Annex X and Annex Y the coordinate description in Annex X shall prevail.

1.10 "Contractor" means, at the Effective Date, (PART 1) and (PART 2), and at any time thereafter shall include their legal successors and permitted assigns. ............