September 12, 2007

Mr. Michael Howarth CEO ACI Global Pte Ltd 10th Floor Chun Wo Commercial Centre No. 25 Wing Wo Street Hong Kong Dear Mr. Howarth, On behalf of The Ventana Group LLC ("VGC") we are pleased to submit the following Proposal to ACI Global Pte Ltd. (“Borrower”) regarding a credit facility up to $600,000,000 consisting of an Operating Line of Credit, Equipment Loan and a Project Line of Credit. Please note that this Proposal is not a commitment or contract from VGC. A formal commitment would require approval of the VGC or its Designee(s) credit committee, and in the approval process, the terms and conditions of this Proposal might change. The full credit facility will be memorialized in contract form should the parties agree to accept these conditions. 1. Borrower(s): 2. Credit Facility: ACI Global Pte Ltd. Up to $400,000,000 as follow: a. Line of Credit (LOC): $20,000,000. b. Equipment Term Loan: $30,000,000 c. Project Line of Credit (PLC): up to $550,000,000. a. Working Capital. b. Purchase new equipment. c. Construction of 3 Oil Rig Platforms. Ventana Group or its Designee(s) (“VGC”). A group of financial investors to be selected by VGC or its Designee(s). a. Corporate Guarantee of ACI Global Pte LTD. b. Corporate Guarantee of QGM Group LLC. a. LOC: 60 months. b. Equipment Term Loan: 60 months. c. Project LOC: 48 months.* * Upon Completion of each Oil Rig, PLOC advance will convert to a term loan with terms and condition subject to Borrowers exit strategy and financial markets.
750 Menlo Avenue, Suite 340 Menlo Park, CA 94025 T: 650.566-8582 F: 650.566.8554 www.ventana-group.com

3. Purpose:

4. Lead Arranger: 5. Lender:

6. Guarantor:

7. Term:

8. Interest Rate:

a. LOC: variable interest rate per annum of 8.35%. Rate will be based on the sum of 3.00 % plus the current 3 month LIBOR rate stated in the Wall Street Journal. b. Equipment Term Loan: A variable interest rate per annum of 8.85%. Rate will be based on the sum of 3.50 % plus the current 3 month LIBOR rate stated in the Wall Street Journal. c. PLC: For each advance a variable interest rate per annum of 8.85%. Rate will be based on the sum of 3.00 % plus the current 3 month LIBOR rate stated in the Wall Street Journal.*/** * In the event that EXIM Bank guarantees any portion of the PLC, VGC or its Designee(s) will adjust its pricing to the EXIM cost of funds plus 50 basis points. ** Rate is locked for the first 3 completed rigs. Rate will increase by 100 basis points if the rigs have not been sold or leased at the time of completion. The loan shall be based on the following advance rates: a. LOC: Up to 80% of eligible accounts receivables, 50% of inventory and 70% of the orderly liquidated value (OLV) of the equipment. b. Equipment Loan: Advance rate of 100% of the new equipment purchase or 70% of the orderly liquidated value (OLV) of used or refurnished equipment. c. PLC: Advances against the Line may be made in such amounts as indicated in a draw down schedule agreed by all parties. a. LOC: Interest Only. Principal due at maturity. b. Equipment Loan: Sixty (60) equal monthly principal and interest payments of $ 620,568.94 Payment will be calculated on a 365/Actualday interest accrual basis and will adjust on a calendar quarter basis with changes in the prime lending rate. Additional repayment shall come from percentage of free cash flow. Percentage shall be determined at due diligence. Balance of principal (if any) due at maturity. c. PLC: Interest Only. Interest shall begin upon each advance against the PLC. Interest shall accrue until project is completed. Interest and principal shall become due at maturity. a. LOC: As security for the Credit Facility Borrower shall grant VGC or its Designee(s) a senior, valid and perfected security interest in all of Borrower’s present and future tangible and intangible assets, whether now owned or hereafter acquired and wherever located under the laws of the country were the collateral exist. This will include, but not be limited to, marketable securities, accounts, chattel paper, tax refunds, documents, inventory, trade names, trademarks, general intangibles, machinery, equipment, real property, and all products and proceeds of any of these assets (collectively, the “Collateral”). The Collateral shall secure all of the obligations of Borrower to VGC or its Designee(s) without regard to the classification or category of such Collateral. b. Equipment Term Loan: Perfected security interests against the collateralized equipment under the laws of the country were the collateral exists. c. PLC: Perfected security interests against collateralized asset under the laws of the country were the collateral exists.

9. Formula:

10. Payments:

11. Collateral:

12. Conditions
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for Funding:

a. Appraisal: Receipt and satisfaction with third party appraisers regarding values of the facility as an on going concern and the value of the equipment. b. Performance Bond: Lender shall require a performance bond in regards to the completion of each oil rig under construction. In the event that a performance bond is unobtainable or price prohibitive, pricing of the PLC will be adjusted to the Lender’s risk. c. Reporting: (i). Annual audited financial statements of Borrower within 90 days of year-end. (ii). Quarterly CPA Reviewed consolidated financial statements of Borrower within 90 days. (ii). Company prepared financial statement within 45 days of month end. (iv). Monthly A/R & A/P aging, Inventory report within 20 days of month end. (v). Annual collateral exam at borrower’s expense. Borrower shall pay audit and collateral examination fees per day per professional, and bank administration service charges of Lender. Absent an event of default, total audit costs per year will not exceed $25,000 on a yearly basis or occur more than once per quarter. (vi). Other reporting conditions (TBD). d. Subject To: (i). Satisfactory collateral examination. (ii). A favorable onsite examination of accounting records by an outside examiner is required. (iii). Perfected security agreement on all business assets. (iv). Intercreditor and Subordination Agreements in form and substance acceptable to VGC or its Designee(s) as needed. (v). Clean personal and corporate background investigation. (vi). No material adverse changes in the financial conditions or results of operations of the Borrower or Guarantor. (vii). Completed loan package provided to VGC within 30 days of this letter. (viii). Satisfactory execution of documents and outside legal review. e. Other: (covenants measures monthly), (i). Maximum leverage ratio of 4-1 debt to equity (ii). Minimum quick ratio of __________ (TBD) (iii). Minimum effective tangible net worth of $15,000,000 (iii). Minimum debt service ratio of 1.30 (net income + depreciation. Measured quarterly, rolling 4-qtrs. Basis) a. Borrower shall a pay a collateral management fee of $25,000 per month for the term of the credit facility. b. Borrower shall pay VGC a Transaction Fee of 2.00% of LOC Credit Facility and 3.00% the Term Loan and PLC Credit Facilities*. * VGC Fees for shall be reduced to .25 for any portion of the PLC that is guaranteed by EXIM Bank.
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13. Fees:

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14. Warrant:

VGC will receive a warrant to purchase shares of the Borrower's Stock equal to twenty five percent (25.0%) of the loan commitment ($550,000,000). The number of warrants and strike price will be determined using the price of the latest round minus 50% at the time of execution. The warrant will be exercisable for the longer of Five (5) years from the date of issuance. The warrant may be exchanged without the payment of any additional consideration for the company's stock based upon the values of the warrant and the stock at the time of the exchange, i.e., net issuance. At no time will Ventana execution of Warrants will exceed Ten (10%) percent of the Company ownership fully diluted regardless of the price or number of shares. VGC or its Designee(s) will provide their standard Loan & Security Agreement and related Loan Documents. These documents will be conformed to the specific terms of this Proposal or to terms and conditions agreed to by all Parties. An authorized representative of VGC or its Designee(s) may only alter the terms of this proposal in writing. All reasonable fees and costs (subject to prior approval of Borrower) of whatever nature, incurred by either party in connection with the loan (whether or not such loan is committed to or, thereafter, closed) shall be borne by Borrower. Borrower will be responsible for all closing and transaction cost. All insurance (title, fire & theft, flood extended coverage & liability and life) are the responsibility of Borrower. Borrower will be responsible for maintaining in-force property insurance with companies, as well as inamounts and coverage satisfactory with VGC or its Designees.

15. Documentation:

16. Waivers:

17. Cost:

18. Insurance:

19. Good Faith Deposit: $15,000.00 20. Confidentiality: This Proposal and the terms and conditions contained herein are being furnished to ACI Global Pte Ltd on the basis that neither its contents nor the fact that Borrower and VGC are having any discussions related to a possible Facility including the status thereof, termination thereof, any decision on Borrower’s or VGC’s part to no longer consider any such Facility or any terms, conditions, or other facts with respect thereof will be shared with any third-party including, without limitation, any financial institution or intermediary without VGC’s written consent, except that Borrower may share the contents of this Proposal with its advisors, management, and regulatory bodies on a need-to-know basis. Any person who is informed of the contents of this letter or the Proposal must be informed that such contents are confidential and may not be disclosed without VGC’s prior written consent. This Proposal shall expire on September 15, 2007 if VGC has not received your acceptance by such date. By signing below, you acknowledge the terms and conditions of this Proposal. Upon receipt of the executed Proposal letter and accompanying Good Faith Deposit at the address stated above, VGC shall commence its
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21. Expiration:

22. Acceptance:

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investment approval process including a business, credit, legal and environmental investigation. If investment approval is obtained, the Good Faith Deposit will be applied to the transaction fee minus any direct cost. If investment approval is not obtained, the Good Faith Deposit will be promptly refunded (less $10,000.00 for Due Diligence Fee). If the Borrower withdrawals from this transaction within the due diligence period, the Good Faith Deposit shall be deemed earned. VGC acceptance of the Good Faith Deposit shall not in any way constitute a commitment by VGC to provide the loan described in this proposal. This Proposal constitutes only a general, non-binding expression of interest on the part of VGC. THIS PROPOSAL IS SUBJECT TO VGC OR ITS DESIGNEE (S) CREDIT, LEGAL AND INVESTMENT PROCESS. IT IS NOT INTENDED TO AND DOES NOT CREATE A LEGAL BINDING COMMITMENT OR OBLIGATION ON THE PART OF VGC OR ITS DESIGNEE(S). The creation of such a legally binding commitment or obligation is subject to, among other things, requires the completion of VGC or it’s Designee(s) of an in-depth investigation of the proposed credit facility, the results of which are deemed satisfactory by VGC or it’s Designee(s) and the negotiation, execution and delivery of the definitive documents which are mutual agreed upon by Borrower, VGC or it’s Designee(s) and non-occurrence of an adverse change in business, financial condition, or prospect of Borrower or any guarantor. Until the transaction proposed herein is consummated or a determination is made by VGC or its Designee(s) not to pursue such transaction, Borrower agrees to negotiate earnestly with VGC regarding any financing the purpose of which is substantially the same as that of the proposed credit facility. In connection with the requested credit facility, Borrower understands that VGC or its Designee(s) will continue to make financial, legal and collateral investigations and determinations. Consequently, if Borrower fails to comply with any of the provisions of this paragraph or otherwise consummates a financing transaction, the purpose of which is substantially the same as that of the proposed credit facility, with an entity other than VGC during the one Six (6) month period following the date hereof, or Borrower otherwise elects not to consummate the credit facility with VGC for any reason, then Borrower shall pay ( in addition to all costs and expenses, including attorney’s fees, of VGC) to VGC, no later than the earlier of (i) the closing date of such transaction, or (ii) 30 days following Borrower’s written notification to VGC of its election not to consummate the credit facility with VGC or it’s Designee(s), in cash or immediately available funds, liquidated damages equal to two percent of the Maximum Loan Limit; it being understood and acknowledged that it is extremely difficult and impracticable to ascertain the amount of damages that would be incurred by VGC as a result of Borrower’s noncompliance with the terms of this paragraph, or election not to consummate the credit facility with VGC or it’s Designee(s). Should VGC or its Designee(s) agree to commit to provide the credit facility on terms similar to this Proposal, Borrower agrees to negotiate in good faith the terms of the credit facility and the consummation thereof. Borrower understands that VGC or its Designee(s) will have made financial, legal and collateral investigations and determinations prior to agreeing to proceed with the credit facility. Consequently, if Borrower fails to negotiate in good faith with VGC or it’s Designee(s), Borrower shall pay (in addition to all costs and expenses, including attorney’s fees, of VGC or it’s Designee(s) in writing) to VGC or it’s Designee(s), no later than thirty (30) days following the date on which VGC or it’s Designee(s) notifies Borrower that it will offer the financing described herein, in cash or immediately available funds, liquidated damages equal to two percent of the Maximum Loan Limit; it being understood and acknowledged that it is extremely difficult and impracticable to ascertain the amount of damages that would be incurred by VGC or it’s Designee(s) as a result of Borrower’s failure to negotiate in good faith with VGC or it’s Designee(s). The above described terms and conditions are not intended to be an inclusive list of the conditions that may be attached to any VGC or its Designee(s) approvals of the proposed credit facility.
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Notwithstanding anything else contained herein, Borrower hereby expressly agrees to be bound by the provisions of this letter and the Proposal relating to confidentiality and exclusivity. By signing this letter, the undersigned agree to indemnify VGC or it’s Designee(s), its managers, officers, agents, attorneys, advisors and principals and hold each of them harmless against any and all losses, damages, liabilities, claims and costs and expenses (including, without limitation, attorneys fees and expenses) arising out of or by reason of any investigation, litigation, or other proceeding brought or threatened relating to VGC or it’s Designee(s) or any credit facility or Proposal made or proposed to be made, including without limitation the claims of any brokers or anyone claiming a right to any fees in connection with the credit facility. In addition, Borrower shall indemnify and hold VGC or its Designee(s) harmless for all costs and expenses, including attorneys’ fees and court costs, incurred by VGC or it’s Designee(s) in connection with collection of amounts due and owing by Borrower hereunder. Notwithstanding anything to the contrary herein or in any other written or oral communication by VGC or it’s Designee(s) with respect to the proposed financing arrangement, Borrower acknowledges that it shall not be entitled to obtain the original or any copies of any reports received or generated by VGC or it’s Designee(s) during the course of VGC or it’s Designee(s) credit review and/or due diligence of the Borrower, even if Borrower has directly paid for such reports or reimbursed VGC or it’s Designee(s) for its payment(s) for such reports. If the terms and conditions set forth above are satisfactory, please sign the enclosed copy of this letter and return it to my attention along with the $15,000.00 good faith deposit. Please call me at (650) 566.8554 ext. 111 should you have any questions or comments.

Sincerely,

Michael Hom
Michael Hom Senior Vice President

The foregoing is accepted and agreed to: Borrower: By: Name: Title: Date:

Principal Officer Exact Names (i) (ii) (iii) (iv)

Social Security No.

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