?wanes 18:46 F7201: CONSULTANCY . This Consultancy Agreement is hereby executed on this 4th day of March 2006 by and between MALABU Oil GAS LIMITED, their Bene?ciaries and Shareholders selling their shares in the aforementioned company, having its head office at 35 Kingsway Road. Lagos. Nigeria and hereby represented by Chief Dauzia L. Etate, duly authorized by Power of Attorney - hereinafter referred to as MALABU. of the first part - and TELCRAFT S.A., having its administrative office at 12 rue de l?Arquebuse, PO Box 5726, 1211 Geneva 11, Switzerland and hereby represented by Mr. Michael E. Milton. General Manager hereinafter referred to as TELCRAFT. of the second part. Whereas MALABU has already indicated its readiness to sell 40% of its Shares to a suitably quali?ed Chinese Oil Company and to transfer the remaining 60% Shares to Rainbow Resources Limited, without any financial implications on or to Rainbow Resources Limited for the value and ownership of such shares. Rainbow Resources Limited is a Nigerian registered company and is hereinafter referred to as Rainbow, Maiabu letter dated 23 July, 2004 refers - and whereas TELCRAFT has presented this opportunity to SINOPEC PETROLEUM EXPLORATION PRODUCTION CORPORATION, a wholly owned subsidiary of and hereinafter referred to as SIPC and has been given the approval to commence preliminary negotiations with MALABU, it is hereby AGREED by the parties as foiiows: MALABU hereby con?rms; 1. That it Is ready. willing and legally able to enter into firm negotiations with SIPC for the Sale of 40% of the Shares of MALABU. 2. That the ?nal terms and conditions of any agreement or contract for the Sale and Purchase of the said 40% Shares of MALABU by hereinafter referred to as the Share Purchase Agreement, shall be subject to the approval and agreement of the State Council of China. 3. That it fully understands that any Share Purchase Agreement to be signed by will be subject to the ?nal Judgement in the legal action. No: in Nigeria to determine the rightful ownership of ?r f} 1 e~rm~aees 18:48 mm: m=m1mm OPL 245 that has been on-golng in Nigen?a between Malabu and various Nigerian Government entities and in which Shell Nigeria Ultra Deep Limited has data for CPL 245 and ?nal approval by the State Council of China. TELCRAFT hereby confirms: 1. That it will introduce MALABU and RAINBOW to the senior management and of?cials of SIPC. draft all relevant contractual agreements for signature by the Malabu Board and and facilitate ail negotiations for the ?nalization of the purchase by of 40% of the Shares of MALABU. 2. That it will make full use of its personal relations in China to secure signature and ?nal consummation of the Share Purchase Agreement by for the purchase of 40% of the Shares of MALABU 0n the terms and cenditions which are acceptable to MALABU. In recognition of the above it is hereby AGREED by the parties hereto as follows; i. in the event that a Share Purchase Agreement is signed by MALABU and save for non-performance by under said agreement, MALABU hereby unconditiOnaily undertakes to pay to TELCRAFT a Consultancy Fee. hereinafter referred to as the FEE. and in accordance with Article 4.. below. 2. The total amount of the said Fee shail be equivalent to 10% (Ten) per cent of the consideration stated in the Share Purchase Agreement and paid by SIPC to MALABU for the purchase of 40% of the Shares of MALABU. 3. TELCRAFT shall receive an initial Fee equivalent to 20% (Twenty) per cent of any non~returnable deposit that shall be paid by to Malabu and said Initial Fee shall form a part of the total and ?nal amount of the Fee paid by Malabu to Telcratt as speci?ed 2. above. 4- Payment of both the FEE speci?ed in 2. above and the initial Fee speci?ed in 3. above, shall be made by MALABU in accordance with the written instructions of TELCRAFT on receipt by MALABU of funds from SIPC. 5. MALABU shall instruct the closing bankers to remit said payments to within 48 banking hours of receipt of funds from for the account of MALABU. MALABU shalt not however be held responsible for any delay in remittance of funds to TELCRAFT by the closing bank or the time (in, 2 e~rm~aees 18:48 FRCN: period which may elapse between remittance and receipt of funds by the TELCRAFT. 5. MALABU shall arrange for the closing bankers to confirm to nominated bank their agreement to make such payments to the TELCRAFT account prior to the signature of the Share Purchase Agreement. 8. This Agreement shall remain and shall be kept completely con?dential by all parties. 7. This Agreement when duly signed by the two parties shall constitute a legally binding agreement between the parties and shall supersede any and all previous agreement or understanding between the Parties. Genera! Temg gag 1. Neither party to this Agreement shall transfer their rights nor obligations hereunder to a third party without the other party's prior consent in writing, including fax. 2. This Agreement shall be governed by Dutch Law. Any dispute arising from this Agreement which cannot be resolved amicably within thirty (30) days shall be referred to Arbitration in the Hague. Nethenands under the rules of the international Chamber of Commerce. Each party shall select his own arbitrator and the two selected arbitrators shall appoint an umpire in accordance with the rules of Arbitration Procedure. The result of such arbitration shall be binding on both parties. 3. The parties shall not be liable for any failure to perform under this Agreement, either partly or in full. if such failure is caused by force maieure circumstance such as but not limited to ?re, ?ood, earthquake. military actions of any character, prohibition of export and import, act of Government and provided that these circumstances hove a direct effect on the ability to perform under this Agreement. Performance of the obligations hereunder shall be extended for a period equal to the period of duration of such force majeure circumstances. The Party that cannot perform its obiigatims under this Agreement shall immediately notify the other Party in written form of the beginning and cessation of such circumstances. Certificates issued by the relevant Chambers of Commerce shall be suf?cient proof of the occurrence and period of duration of such circumstances. if the circumstances last longer than three months, either party shall be entitled to rescind the entire Agreement 0/ a .7 a? any part thereof and in this case neither patty shall be entitled to damages from the other party. 4. Signatures given and received by the way of Fax or E~nnail shall be deemed to be valid and accepted as a legal execution of this Agreement. 5. in the event that Maiabu and SIPC do not consumate the transfer of the 40% of the shares of Maiabu under the Share Purchase Agreement this Agreement shall become null and void except to the extent that Malabu shall fulfill its commitment in respect of Article above. in Witness thereof the Parties have executed this Consultancy Agreement as of the date ?rst written abOVe. For and Behalf of MALABU Oil. GAS Chief Dauzia L. Etete, Authorized by Power of Attorney W6 Witnessed by; thnessed by; Jake Milton