MEMORANDUM OF UNDERSTANDING
Made this 18
day July 2007.
Petronat International Ltd., Dar Es Salaam, Tanzania (The “Buyer”)
Helvey InternationalUSA, Inc., a corporation organized and existing under the laws of the State of Oklahoma with itsPrincipal Office located at 330 SE 29
, Oklahoma City, Oklahoma, 73129 (the “Seller”).
SECTION ONE SELLER’S OBLIGATION TO OBTAIN FINANCE
1.1. The Seller agreed to assist in obtaining financing from Exim Bank of the UnitedStates of America or any other financial institution in the United States of America for thefinance of the Buyer’s oil, gas drilling, rigs and exploration activities in the UnitedRepublic of Tanzania and within the region. 1.2. That, the Seller agrees to obtain pursuant to paragraph 1.1. above the sum of United States Dollars Three Hundred and Thirteen Million (313,500,000.) in favour of theBuyer
1.3. That, the Seller hereby agrees to assist in raising the said sum of money in themanner following:- (a) To manufacture and or supply to the Buyer goods as described in theappendix 1 to the Agreement for the manufacture and sale of goods duly executed between the parties hereto. (b) The goods to be supplied shall be brand new and must be supplied inaccordance with the terms and conditions of the contract. (c) That, the Seller shall give the Buyer 12.1% of the contract amount (i.eUSD =313,500,000=) within 30 business days from the date of completion anddelivery as found in the memorandum of understanding and the agreement for themanufacture and sale of goods. This amount of money shall be used by the Buyer tofinance oil and gas exploration in Tanzania. 1.4. The Seller hereby undertake to display and present to the Buyer immediately before the execution of the Agreement for the Manufacture and Sale of Goods, all thegoods and equipments as itemized under Appendix 1 to the contract.