AGREEMENT

This Agreement is made this 5* day of Decembet 2006, by and between

@opraupoeaHo:
CM

cBepxy: 5,39

Enviro Pacific Investments Limited

a company duly organized and existing under the laws of the British Virgin Islands,

having its principal offices at PO Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands ("EPIL");
and

Aventall lnternational Inc.

of Akara Building, 24 de CasIro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (*AVT")
(Each a "Party" and collectively the "Parties");

WHEREAS the Parties wish to continue cooperating in certain ongoing business activities in Kazakhstan and wish to further expand their cooperation in
this regard

WHEREAS AVT, through companies in its group, is currently executing several projects in Kazakhstan for AGIP KCO, for the Kashagan Field Development Program (such group of companies shall be hereinafter referred to as "Bateman"): WHEREAS EPIL has experience in oil and gas fields and is capable of executing projects in time, and has capability to evaluate and successfully bid for
the projects in Kazakhstan;

NOW, THEREFORE, the Parties hereto agree, war:rant and declare as follows:

l.

EPIL, using its experience and expertise. shall provide Bateman with ongoing support in its business development, marketing and sales activities in Kazakhstan, with the objective of assisting Bateman to expand its business base through additional work on existing contracts andlor through new
contracts with the same and new clients.

2.

EPIL shall provide

assistance and support in the following areas as required to continue its activities and execute its projects;

Obtaining all necessary licenses, permits and approvals from local and national government bodies required in connection with
registration and operations;
b. Obtaining all necessary visas and working permits vendor and subcontractor personnel as required;

for

Company,

c.
d. e.

Recommendation
Kazakhstan;

of

reputable suppliers

ald

subcontractors rn

Assistance in purchasing
Kazakhstan, if requested;

of raw material, equipment and goods in

Assistance in monitoring the progress of project and helping solving the problems, ifany encountered during execution ofprojects; Assistance with establishing and maintaining contact with authorities ofproposed clients and professional and financial institutions for the purpose of Bateman doing business in Kazakhstan.

f.

J.

Bateman recognizes that EPIL has relevant experience in evaluating the cost of projects and conditions prevailing and, therefore, EPIL will provide all assistance as and if requested by Bateman in the preparation of their bid documents, including the requirements for labour and materials, equipment
and time schedules for execution. Further Bateman can, at its own option, engage the design and engineering services ofEPIL which shall be paid based

upon payment ofa separately negotiated fee.

4. Bateman intends to cooperate with companies belonging to the

EPIL group, by mutual agreement, fut the execution of projects both in Kazakhstan and
outside of Kazakhstan, as may be appropriate form time to time and acceptable to the Parties.

5.

In recognition ofthe support and assistance (inter alia as described in Articles 1,2 and 3 above) that has been provided by EPIL on the projects awarded to date, Bateman shall, through AVT or otherwise should AVT not execute the payment, pay to EPIL a fee ("Fee") in the amount equivalent to 1.5% of the Bateman's share of revenues of existing contracts listed in Annexure I to this Agreement as recorded after I January 2006 but in any case, not less than USD 6,500,000 (six million five hundred thousand US Dollars), which shall be
paid over the contract period.

6.

The payment of the Fee to EPIL will be pro-rata to the payments received by Bateman under the contracts listed in Annexure I on quarterly basis after 1 January 2006, however in lieu of work that has already been performed by EPIL as also to bind the EPILos commitment for support for Bateman, AVT agrees to pay a sum of USD 1,200,000 (one million two hundred thousand US Dollars) within 30 days form the date of this Agreement to be reduced from the Fee payable to EPIL.

Should there be a difference between the Fee due to EPIL and the amounts paid under this clause 6, the two final quarterly payments due in terms of this Agreement shall be adjusted to account for this difference , however minimum payments to be made to EPIL under this contract shall not be less than USD
6.5 Million.

7.

In recognition of the support and assistance (inter alia as described in Articles 1,2 and 3 above) to be provided for new contracts/projects where EPIL is instrumental in assisting in the award of the contract/project to Bateman, EPIL shall be entitled to fee (in percentage points) as follows Contract Value
Equal to or above $100 Million Above $70 Million but less than $100 Million Above $40 Million but less than $70 Million Less than $40 Million 7o of Contract Value 3.00h
2.5Yo

2.0%
l.5Yo

Note: The above amounts are agreed to as standard acceptable rates for the
industry and shall apply unless the Parties agree, in writing, to a different fee.

8.

In Recognition ofthe support and assistance (inter alia as described in Articles

and

above)

to be provided on

existing contracts where

EPIL

is

instrumental in assisting Bateman with the submittal of bids/documents for an additional increase to the existing contact value for the contracts listed in Annexure I of this Agreement, which are in additional to any provisions or options already existing in the contact, remuneration shall be a percentage of the additions to the contract value as follows:
For the Main Works Contact:

o Variation Orders arising from regular

that S50 Million -0.5o,

charges to the scope driven by a request from AGIP KCO or changes smaller

Variation Orders arising form significant changes to the

EPIL and more than S50 Million
contract and requiring specific support and assistance form - 2%.

For the Power Station/Utilities Confract:

For Variation Orders under the process of negotiation with AGIP KCO during May-July 2006 - 0.5yo
Orders -2Yo.

o For new Variation

9. All payrnents

as detailed above, shall be made pro-rata to the revenues of the

relevant projects (as recorded in the consolidated financial reports of Bateman), and subject to Bateman having received the full amount of these revenues in contractual palments under the said contract from the client. The
payments shall be calculated and paid quarterly.

10. These terms shall be effective

from 1 January 2006 and replace any previous verbal or written understandings or agreements between the Parties which are hereby declared null and void.

11. Governing Law and Jurisdiction. This Agreement shall be governed by and be

construed and interpreted solely in accordance with the Laws of England.

Sigred:

Aventall International Inc.

Enviro Pacific Investments Limited

ANNEXT]RE

List of Existing Projects

t-

Bateman's EPC Contract for the Power Generation plant, including the Expansion of the EPC contract to the utilities Area (power Generation plant and Utilities Area), for the Kashagan Oil Field for AGIp KCO.
Main works construction Project for the Kashagan oil Field for AGIp KCo being executed by a consortium between Bateman, Fluor, Gama and Tekfen.

2.

3.

Bateman's contract for The Training and Induction programme for the training of Kazakh citizens in construction professions for the Kashagan oil Field Experimental Prograrnme for AGIP KCO.

REGISTER OF DIRECTORS
Name of Company: EIWIRO PACIFIC INVESTMENTS LIMITED

Name and Christian Names:

FIRSTDIRECTORS INC. Director

Title / Position

Nationality:
Incolp. No./?assport

Any former names:

Aliases: Usual residential address or registered or principle office of corporation:
Business occupation:

l S.rou
N/A

-naoof

Uirttr:

ID card

I*v el 2, Lotemau Centre, Vaea Street

Apia,
Samoa.

Notes:

Corporation

Date of appointment: Date of resignation:

6-Sep-2000 1-Dec-2001

Minute: Minute:

Particulars of other directorships:

Name and Christian Names:

K. H. R. SREENIV.ASAN
Director

Title / Position

Nationality:
Incorp. No./Passport

Singapore Citizen

Date of birth:

8 February 1962

Any former namss:

Aliases; Usual residential address or registered or principle office of corporation:
Business occupation:

s2637047G s2637047c

ID card
Blk 559 Pasir Ris Street
51.,

Notes:

ffi3-219,
Singapore 5L0559, Republic of Singapore.

Director

Date of appointment: Date of resignation:

1-Dec-2001

Minute: Minute:

Particulars of other directorships:

Date printed: 4 March, 2004

TERRITORY OF THE BRITISII VIRGIN ISLANDS

rHE
i

rr{rnRNArroNtcru:sff*

coMpANrES ACr

CERTIFICATE OF INCORPORATION (SECTIONS 14 AND T5}

No.401291 The Registrar of Companies' 'of the Br|l-ish Virgl,n IslandsHEREBYCERTIFIES pursuant to tlre Internat.i,onaJ, Buginees C-ornpanies Act, Cap. 297 that atl the requirements of the Act in r""pt"t of Lrr"orptoratLon haviag been satl,stied,
:

EI{VIRO PACITTC II{VESTMEI\ITS LIMITED

is incorporated Ln the BritiEh Virgin rsLands aE an International Company this 14th day of Auguet, 2000.
:

BusineEe

Given under my hand ,and seal at

in the TerrLtory of the Bnittsh Virgin Islands

Road Twrr,

rb

b r| r|
ceF

CRTIOOlB

OF COMPA}IIES

te.

REGISTER OF MEMBERS AND SEARE LEDGER

Name: Address:

BFARERl

Profession:

Class of Sbare:

I)enomlnation: usDl..00

Current holding:
0

Date entered as a member:

6-Sep-2000

Date ceased to be a member:

Ordinary

4-Mar-2004

SharesAcquired
Date

of

Nrrmber of
Shares

Acquisition or
Transfer 6-5ep-2000

Certificate number
1

Distinctive
numbers of Shares

Consideration

paid
1.00

Further amount payable

Shares disposed
(see Shares

Notes

Acouired
1

Transferredl

Nil

Allotment

Shsres Transferred Date of Transfer

Number
Shares

of

Certificate number
1

Distinctive
numbers of Shares

Consideration received

Notes

Transferred

4-Mar-2004

Nil

Converted to Registered Share

Dato printed: 8 March, 2004

RDGISTER OF MEMBERS AI{D SHARE LEDGER

IC

fl. R. SREENTVASAN
559 Pasir Ris $treet 51,

Blk

ffi3-2l9,
Singapore 510559, Republic of Singapore.
Class of Share:

Denomination:

Current holding:
1

Dst entered as a member:

Date ceased to be a member:

Ordinary

usDr.00

4-Mar-2004

Shares

Acqaireil

Date

of

Number of
Shares

Acquisition or
Transfer

Certificate number

Distinctive
numbers of Shares

Consideration paid

Further amount payable

Acouired
1

Shares disposed (see Shares

Notes

Transferredl

4-Map2004

Nil

Nit

Converted from Bearer Share

Shsres Transf,oned Date of Transfer

Number
Shares

of

Certificate number

Distinctive
numbers of Shares

Consideration received

Transferee

Transferred

Dato printed: 8 March, 2004

Hnuiro Pacific fnvestments Limited

lnetrpcrutr:tl in thr Eritish Virgin Islandr Inrnite ddressl
,'tr'*ntall Ittte rngtir:nal
ine
.

Akara Builclirrg. f .{ r"je {-irstrc, Street. \\'ickhanrs Cn1' I. -l'*rtala

Rriiirl T*wrr.

Ilritish Virgin

lslanels 2{16

lnroice d*te:2 Dccembrr Inloire Fiumber: \'l{ll-06

Descristion of services

Arnount UStr
1 ?'10 000

Payrnent under Anteeent dd S5 1? I0!1fi

i0

Total oavable
1lniter,1 States

'!.200.i10.00

l}rllirr$ rir ntilli*n lr.t'c ilulrdr*tl thrusnnd

Fr1'm*nt to br mnde tn tht fitllowing:

HI{VTR(-} FCI FIC trNI'ESTI}T ETT:; LI }I ITEB
Accrru nt N+ 3 t ?-l]-flJlj$-ff 5lnrrrl;:rql t, lrilrtrred srrk

Qtr':trrsrr
Q3

lr

Plrtra Brartr-:lt

Qru:rlxwal
(-odu: S('l- I lKl
II

Flung Kt+ng

\\\'lIrT

iXXX

Enviro Pacific fnvestments Limited

lnccrp*ratrd in the llritish Virgin Islnndr
Inr uite Addr**t:
,,\r:r.rnlalJ fulernalianal I nc.

kara IJuilding-

3.1

de t-artro Strrrt,

l\'ickhams Cay'1.
ItoacJ Ior.r,n.'ft.rrtnla firiii;h Virgin lslitnds

Invsiet date:?5 llecenrh*r 2tl{i Inv*ire I unrh*r: Vl2-{i

Descriptisn of ssrvices
Paymenl under AEreenrent dd 05 12 ?0S

Amount USD
3CI0,*

Total payable L'nitcd Statts D*ll;rrs tl"lrer lrunrlred thiiuriurrl

300,000.00

fa1'mcnt

tt.r

he nrntlr

tr

the firllurving: t';'t's LI ]l t't I t)

[ ]- \. lR PC I fr tf IIl t' [:iTirl :\,:{r}urtx \l,r 3 l ?-{l-{)J02JS*li

Standald Chanercd tsank
{Jueerrsu at' Pla.ra lJrtnr"h

tli uel1nillrl
l.{r}r}q

Kitg
5{-l

SWI

t;l' tlode:

Ul-l {li.l

IllX.\ \

fnviro Facific rnnestmentr Limited Inr*rprrntrd in Britirh

ihe Viegirr Islnnd*

Inv*icr Adrlres*:
A-*'ental I Intemfl tionl Inc.

Aksra Building. ?4 de {tsstra Srrser.

Wickha.:ns Cay.l,

R*ad'fown, Tortola British Virgin lslands

Invoice datc; 13 J*nuury ?$0? Inyoiee Nurnber; V/{11 -?
Dsscription of aeruice$
Fayment under ,Agreernent dd 05,11.2fi

mount USD
922,E37.00

Total pqyable

9??.S37.Ht

l-jnited $tates Fcllars nine hundred lr.r,entl'tr+o thoLsand nin* hundrerl thir{y seven snly

fayment ts bc nftrds to thr full*r*,ing:

EII?TRO FA{:IFTC IN}T$TMENTf; LIMITED Account Ns Jl?-0'30135-f
Stnnclani CharlcrE:d Flsnk Qneen*wa1, Flitra Braneh

93 Queen*wa1'

Hong Kang SWIFT Csde: 5t. ELI{KHHXXX