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MEMORANDUM OF UNDERSTANDING

Made this 18

day July 2007.

BETWEEN

Petronat International Ltd., Dar Es Salaam, Tanzania (The “Buyer”)

and

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.

SECTION TWO

2.0.

QUALITY OF GOODS.

2.1.

The Buyer shall appoint a Quality Control expert to advise them on the qualityof the goods to be manufactured and sold to them by the Seller. The costs and expenses of the said expert shall be borne by the Buyer. The Expert shall have the access and right toinspect the goods during the time of manufacture and before the shipment.

SECTION THREE

3.0

BUYER/SELLER

WILL TOGETHER PAY UNDER THE CONTRACT.

3.1 That, pursuant to this agreement, the Buyer/Seller shall work together tocreate revenue streams to pay any amount of money for the goods to be supplied under thecontract as stipulated under section two thereof as the said sum shall be obtained by theSeller from the financial institutions aforesaid

. SECTION FOUR 4.0 SELLERS CONSIDERATION.

4.1 That, the Seller’s consideration under the contract shall be the balance of thecontract sum to be obtained after the performance of contract and the Seller herebyguarantees that the balance shall be enough consideration for the performance of thecontract.

SECTION FIVE

5.0

DISCLOSURE OF THE MEMORANDUM OF UNDERSTANDING

5.1 That, this Memorandum of Understanding shall be in place for disclosure andconfidentiality and is only intended to evidence that:-(a) Buyer need not to pay money in advance.(b) Seller must deliver the goods. (c) Seller must finance the exploration activities at the agreed 12.1% of the contract sum.

SECTION SIX

6.0

ENTIRE AGREEMENT

7.1 This Memorandum of Understanding shall be performed and enforced in thelike manner with the contract of Manufacture and Sale of goods and in the event of conflict,this Memorandum of Understanding shall supersede the contract

The parties have executed this Agreement on 19 July, 2007. Helvey International, USA, Inc. Petronat International, Ltd By: Michael W. Helvey Nassir A.YusuphCEO/President Director Helvey International, USA, Inc. Petronat International Ltd Witness by: Witness by: David J. Ribaudo Jammal A. Abubakar Director Corporate Development Officer Manager, TanzaniaHelvey International USA, Inc. Helvey International USA, Inc.