Iraq

July 17, 2002, which is also the effective date.

This contract shall be executed in english language

Commercial production is possible after the expiry of 25 years, if Genel Enerji A.S notifies and obtains permission from the Government at least 1 year prior to the end of the term. The extension will be for 5 additional years or the producing life of the development area, whichever is lesser. The approval from the Government should not be unreasonable withheld.

Resources means petroleum which means crude oil and natural gas.

Regional Government of Sulaimaniyah

Genel Enerji A.S, a legal entity as established in accordance with the laws of the Republic of Turkey.

The term of this contract begins on the date of transfer of operations for a period of 25 years unless the contract is terminated according to the terms of this contract.

Production Sharing Agreement

2002- year of contract signature

Genel Enerji A.S should operate according to good oilfield practices and use best endeavours to minimise potential disturbances to the environment, including the surface, subsurface, sea. air, flora, fauna, other natural resources and property. The order of priority for actions should be protection of life, environment and property.

Genel Enerji A.S should submit to the Government, an internationally recognized audit report on the costs and expenses incurred, which should be compensated by cost recovery petroleum. The report should also include profit calculation pursuant to the tax provisions in the contract. The Government has the right to audit the books and accounts of Genel Enerji A.S.

Each contractor party, foreign employees and the operator is entitled to flu and complete exemption from all taxes including income taxes prior to and after the effective date of this contract.

Followin the recovery of costs and expenses from cost recovery petroleum, any remaining petroleum including any portion of cost recovery petroleum not required for recovery of costs and expenses, referred to as profit petroleum, will be allocated between the parties as follows; Government share- 51% and Genel Enerji A.S's share- 49%

Genel Enerji A.S is entitled to recover all costs and expenses from petroleum operations. Capital expenditures should be recovered in the following manner; i) 90% during the phase where available petroleum cannot be exported but only sold in local market in northern Iraq; and ii) 80% of the exported amount when available petroleum can be exported to other markets.

In addition to the rights to carry out petroleum operations in the contract area, the Government should provide access to Genel Enerji A.S to all existing facilities and infrastructure in the contract area, if owned by the Government during the contract term.

Genel Enerji A.S is responsible for procuring installations, equipment and supplies and entering into contracts for the purchase of goods and services with sub contractors and others for petroleum operations in accordance with work programs and budgets. Genel Enerji A.S should submit a minimum work program within 30 days of the effective date and annual work programs by october 31st each year to the co-ordination committee. and an

The parties consent to submit to the international center for settlement of investment disputes, any dispute in relation to or arising out of this contract for settlement by arbitration, pursuant to the convention on the settlement of investment disputes. Although Genel Enerji A.S. is a national of Republic of Turkey, it will be treated as a national of that northern Iraq administration for the purposes of the convention. A party need not exhaust administrative or judicial remedies prior to commencement of arbitration proceedings. Any arbitration tribunal constituted pursuant to this contract will apply the provisions of this contract as supplemented and interpreted by general principles of the current legislation in England as are in force on the effective date. In case these principles are in conflict with each other, the current legislation shall prevail. The seal and venue of the arbitration will be London, United Kingdom

No party can assign, mortgage or charge its rights, obligations and interests arising under this contract except in accordance with the provisions of this article. Any assignment made in breach of the provisions of this article will be null and void. Any party wishing to assign all or part of its rights and interests should first give written notice to the other parties specifying the proposal terms and conditions of the assignment. Following receipt of the terms and conditions, the parties should negotiate all necessary documentation in good faith. A party may assign all or part of its rights, obligations and interests to a third party if the third party; a) has the technical and financial ability to perform the obligations to be assumed by it under the contract; and b) accepts and assumes all of the terms and conditions of the contract. Any assignment is subject to the prior written consent of the Government which consent shall not be unreasonably withheld or delayed. The Government may assign all or part of its rights, obligations and interests arising from this contract including all or part of its right to lift a share of profit oil to a wholly owned affiliate or to any other sovereign state with the prior consent of the Genel Enerji A.S provided that any such affiliate or such other sovereign state: a) has the technical and financial ability to perform the obligations to be assumed by it under the contract; and b) accepts and assumes all of the terms and conditions of the contract. The Government shall give prior notice to Genel Enerji A.S regarding any assignment

If circumstances do not warrant continuation of petroleum operations, Genel Enerji A.S may relinquish its rights and be relieved of its obligations under this contract, by giving written notice to that effect to the Government, except for it’s obligations to complete the minimum work program. This contract or the rights granted under it or under the operator’s license cannot be terminated as a result of any act or omission of operator except in the ease where the operator has carried out an act or omitted to do something at the specific request of Genel Enerji A.S and the operator has previously advised the Genel Enerji A.S prior to carrying out the act or omitting to do something that itmay result in the contract being terminated. The Government can terminate the contract by giving 90 days advance written notice to all parties, when Genel Enerji A.S commits a material breach in relation with its obligations indicated in the contract or if Contractor has not accomplished its warranties in the contract. The termination notice is effective at the end of the arbitration procedure in case the claim of material breach is applied to arbitration.

Parties to this contract agree that all information and data acquired or obtained by in respect of petroleum operations shall be considered confidential and shall be kept confidential and not be disclosed during the term of the contract to any person or entity not a party to this contract, except: a) To an affiliate, provided such affiliate maintains confidentiality as provided herein; b) To a governmental agency or other entity when required by the agreement; c) To the extent such data and information is required to be furnished in compliance with any applicable laws or regulations, or pursuant to any legal proceedings or because of any order of any court binding upon a party; d) To prospective or actual contractors, consultants and attorneys employed by any party where disclosure of such data or information is essential to such contractor’s, consultant's or attorney's work; e) To a bona fide prospective transferee of a party's participating interest; f) To a bank or other financial institution to the extent appropriate to a party arranging for funding; g) To the extent that any data or information which, through no fault of a party, becomes a part of the public domain. No disclosure shall be made unless the disclosing Party has obtained a written undertaking from the recipient party to keep the data and information strictly confidential for at least 3 years and not to use or disclose the data and information except for the express purpose for which disclosure is to be made.

Force Majeure means a circumstance which is irresistible or beyond reasonable control of Genel Enerji A.S or any other hindrance of Genel Enerji A.S's performance not due to its fault or negligence and is in accordance with the provisions of petroleum law. If as a result of force majeure, Genel Enerji A.S is unable to wholly or in part unable to carry out its obligations under this contract, other than the obligation to pay any amounts due,then the obligations of Genel Enerji A.S, to the extent that the obligations are affected by such force majeure, are suspended during the continuance of the inability so caused and not for any longer period. Genel Enerji A.S should notify the parties of the force majeure situation within 7 days of becoming aware of the circumstances and keep the Government informed of all significant developments. The notice should give reasonably full particulars of the force majeure and estimate the period of time required to remedy the force majeure. Genel Enerji A.S should use all reasonable diligence to remove or overcome the force majeure situation as quickly os possible in an economic manner. The period of any non performance or delay, together with the period necessary for restoration of damage done during the delay, can be added to the time given in this agreement for the performance of obligations and to the term of this contract.

The northern Iraq administration agrees and commits to Genel Enerji A.S for the duration of this contract, to maintain the stability of the legal, lax, financial, mining, customs and economic import and export conditions of this contract.