DATED THE

DAY OF

JANUARY

2008

CONSULTANCY AGREEMENT
BETWEEN

VATTERNFIELDS LIMITED
AND

S-NET NIGERIA LIMITED

METTLE ENERGY & GAS LIMITED

This Consultancy Agreement is made the _______ day of January 2008. Between VATTERNFIELDS LIMITED a company registered under the laws of the Federal Republic of Nigeria and having its registered office at No. 88 Awolowo Road, Ikoyi, Lagos State (hereinafter referred to as CONSULTANT 1 which expression shall where the context so admits include its successors-in-title and assigns) of the first part. AND S-NET NIGERIA LIMITED a company registered under the laws of the Federal Republic of Nigeria and having its registered office at No. 25 Warehouse Road, Apapa, Lagos State (hereinafter referred to as CONSULTANT 2 which expression shall where the context so admits include its successors-in-title and assigns) of the second part. AND METTLE ENERGY & GAS LIMITED a company registered under the laws of the Federal Republic of Nigeria and having its registered office at No. 30, Bourdilon Road, Ikoyi, Lagos State (hereinafter referred to as THE COMPANY which expression shall where the context so admits include its successors-in-title and assigns) of the third part. Definition of Terms In this agreement except where expressly stated to the contrary the following terms shall have the following meanings: PARTIES means Consultant 1 Consultant 2and The Company (which expression shall where the context so admits include their successors-in-title and assigns) also independently referred as Party. means Consultant 1 and Consultant 2 (which expression shall where the context so admits include their successors-in-title and assigns)

THE CONSULTANTS

THE FACILITATOR means ENGR. HAYATU ABUBAKAR COMMENCEMENT DATE means the date of execution of this agreement
CONSULTANCY AGREEMENT between VATTERNFIELDS LIMITED v S-NET NIGERIA LIMITED v METTLE ENERGY & GAS LIMITED JANUARY 2008

YEAR/MONTH/DAY

means each period of 12 months starting on the Commencement Date and shall include the period from the Commencement Date to the next date/a Gregorian calendar month/a period of 24 hours. means a period of three (3) consecutive months 1st January, 1st April, 1st July or 1st October. means AUTOMOTIVE GAS (AGO)/Diesel Coastal Allocations OIL

QUARTER

COMMODITY

BUYER

means Lubcon Oil a company registered under the laws of the Federal Republic of Nigeria means Pipelines and Products Marketing Company Limited (A Subsidiary of the Nigerian National Petroleum Corporation) means Nigerian Corporation National Petroleum

PPMC

NNPC

NAPIMS

means National Petroleum Investment Management Services (A Subsidiary of the Nigerian National Petroleum Corporation) means Olokonla LNG means ENL Consortium Limited Apapa Terminal (which expression shall where the context so admits include its successors-intitle and assigns) include acts described in schedule 1 to this agreement and other acts of the same kind and others within the oil, gas and petroleum trading sectors as agreed by the parties from time to time

OKLNG THE OPERATOR

PROJECTS/CONTRACTS

CONSULTANCY AGREEMENT between VATTERNFIELDS LIMITED v S-NET NIGERIA LIMITED v METTLE ENERGY & GAS LIMITED JANUARY 2008

MT means METRIC TON (a measure of weight equivalent to one thousand kilograms mass (1,000 kg)) VESSEL includes Ships, boats, canoes and other sea transport medium within the same class.

WHERE AS:
1. The Company is an Oil Trading Company which covers all areas of

trading activities in the downstream sectors of both import and export of Petroleum Products and Dredging Services.
2. The Consultants have the competence and expertise to provide logistics

and advisory services for the process of awarding Contract from Relevant Government authorities.
3. The Company desires to engage the services of the Consultants in an

Advisory capacity to advise source, pre-qualify the Company and eventually get an award for and procure projects stipulated in SCHEDULE 1 to this agreement.
4. The Consultants, at the cost of the Company shall make all necessary

arrangements to schedule and secure appointments and meetings between the Company and relevant Government functions and representatives whenever necessary.
5. The Consultants shall endeavour to obtain costs and data concerning

potential contracts and shall obtain all relevant information on proposed Project or Contract where the Services of the Company can possibly be utilized together with regular reports or routine visits to the premises of the company.
6. The Parties mutually desire to execute this Agreement which shall be

binding upon and to the benefit of the parties successors-in-title and assigns in accordance with the laws of the Federal Republic of Nigeria and terms and provisions hereunder agreed upon.

CONSIDERATION
CONSULTANCY AGREEMENT between VATTERNFIELDS LIMITED v S-NET NIGERIA LIMITED v METTLE ENERGY & GAS LIMITED JANUARY 2008

(a) The Company shall be responsible for the lobbying expenses towards the

pre-qualification stage and eventual evaluation of the proposed project through NAPIMS which supervises a joint venture operator.
(b) The Company undertakes to reimburse the Consultants for reasonable and

verifiable out of pocket expenses incurred towards the performance of the Consultants obligation under this agreement.
(c) The Consultants shall be entitled to a Commission of 11% of the gross

sum of any contract subject to review from time to time.

receiving the letter of award from Mobil Producing Nigeria Unlimited or any other contract awarding body in question in line with the subject matter of this Agreement.
(e) Subject to Article (h) hereunder the Consultants and the Facilitator shall

be the beneficiaries of the commission to be paid under the OKLNG Project exclusively.
(f) The sharing ratio on the OKLNG Project shall be 50/50% between the

Consultants and the Facilitator. (g) The Facilitator shall only be a beneficiary under the OKLNG Project.
(h) The Consultants have agreed to share all the profits or losses accruing as

a result of the execution of this Agreement and on all projects as set out in Schedule 1 to this Agreement on a 50/50% basis between Consultant 1 and Consultant 2 respectively.
(i) The profits accruing from this Agreement shall be determined after

deducting all expenses and commissions mutually agreed by the Consultants as agreed by them in carrying out their respective responsibilities and shared in the agreed ration herein. INDEPENDENT CONTRACTOR It is hereby understood by the parties that the relationship of the CONSULTANTS to the COMPANY shall be of an independent contractor and the CONSULTANTS shall be exclusively responsible for paying any income tax arising from payment made by the COMPANY to the CONSULTANTS under this Agreement.
CONSULTANCY AGREEMENT between VATTERNFIELDS LIMITED v S-NET NIGERIA LIMITED v METTLE ENERGY & GAS LIMITED JANUARY 2008

GOVERNING LAW This Agreement shall be construed and enforced in accordance with the Law of Federal Republic of Nigeria. Any controversy or claim arising out of or relating to this Agreement or breach thereof that cannot be satisfactorily settled by the parties shall be referred in the first instance to Conciliation Proceedings in accordance with the Arbitrations and Conciliation Act, LFN, 1990 and before a SOLE CONCILIATOR mutually agreed upon by the parties. If the parties fail to agree on the appointment of a SOLE CONCILIATOR then one shall be appointed by reference to the MultiDoor Court House which appointment shall be final. DURATION & TERMINATION
(i)

This Agreement shall continue till the award of contracts as set out in Schedule 1 to this Agreement and as indicated in the Bids presented to Exxon Mobil unless terminated by either party giving one (1) months (30 days) advance written notice to the other party. The parties shall be at liberty to extend the Agreement for a further period of one (1) year, with the same terms and conditions herein stated.

(ii)

GENERAL
(a)

This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof and supercedes any and all prior communications, understandings and agreements between the parties whether written, oral express or implied relating thereto. No amendment or modification to this Agreement shall be valid unless in writing and signed by the parties or a duly authorized representative of the parties. The terms of this Agreement shall be independent of and this Agreement shall survive, unless otherwise expressly agreed the execution of any further documents or agreements between the parties hereto. Notwithstanding anything contained herein to the contrary this Agreement shall not be transferred, delegated or otherwise assigned in whole or in part by either party without the prior written consent of the Parties which consent may be withheld for any reason

(b)

CONSULTANCY AGREEMENT between VATTERNFIELDS LIMITED v S-NET NIGERIA LIMITED v METTLE ENERGY & GAS LIMITED JANUARY 2008

(c)

Subject to the foregoing this Agreement shall be binding upon and inure to the benefit of any permitted successors or assigns.

SCHEDULE 1
1. Procurement of Geological Warehouse and Laboratory project.
2. Procurement of Provision of Sandfilling/Landscaping of S.S.

Peters & Paul Comprehensive College, M.K. Panak Ibeno L.G. Area of Akwa Ibom State from Mobil Producing Nigeria Limited.
3. Procurement of Dredging Contract from OKLNG as a sub-contract

from Technit Intl Limited as a major Engineering Procurement & Construction (EPC) contractor to OKLNG.
4. Procurement of Commodity from PPMC in favour of the Buyer

consideration for which is N10/Litre of allocations so procured with payments due to the Consultants as set out in item No. 1 Schedule 2 to this Agreement.
5. Procurement of 400,000 MT storage terminal leasing contract with

NNPC as Lessee with fees due to the Consultants as set out in item No. 2 Schedule 2 to this Agreement which fee shall be determined prior to final execution of the Lease Agreement between the Company and NNPC.
6. Procurement of the Commodity term sales to Vessels passing

through and coming to the Operator consideration for which is as set out in item No. 3 Schedule 2 to this Agreement.

SCHEDULE 2
1. 50% upon procurement of allocation with the balance 50% upon

payment by the Company to PPMC for the said quantity duly allocated the Buyer.
2. 10% of the Lease Contract sum quarterly for the entire Lease

tenure and as reviewed from time to time.

IN WITNESS WHEREOF the parties have caused their Common Seals to be hereunto affixed the day and year first above written. The Common Seal of the within-named Consultant 1 VATTERNFIELDS LIMITED was hereunto affixed in the presence of:

______________________ DIRECTOR

______________________ SECRETARY

The Common Seal of the within-named Consultant 2 S-NET NIGERIA LIMITED was hereunto affixed in the presence of:

______________________ DIRECTOR

______________________ SECRETARY

The Common Seal of the within-named Company METTLE ENERGY & GAS LIMITED was hereunto affixed in the presence of:

______________________ DIRECTOR

______________________ SECRETARY

Programme files/kpcms/vatternfields

CONSULTANCY AGREEMENT between VATTERNFIELDS LIMITED v S-NET NIGERIA LIMITED v METTLE ENERGY & GAS LIMITED JANUARY 2008