02/04/2003

The contract area is described in Appendix A and in the map in Appendix B

ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., Agip Australia 91-13 Ltd.

JPDA 03-13

JPDA 03-13

Petroleum

Timor Sea Designated Authority

Production sharing contract

ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., and Agip Australia 91-13 Ltd. shall develop an environmental management plan to be approved by the Timor Sea Designated Authority, prevent pollution of the marine environment, and pay for the costs associated with clean-up of any pollution from any petroleum activities within the contract area.

ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., and Agip Australia 91-13 Ltd. (ConocoPhillips JPDA and companies) shall comply with all of the obligations imposed on it by the Treaty, including the Petroleum Mining Code and the taxation code, and the regulations and directions issued under the Petroleum Mining Code and, in particular, shall: - carry out petroleum activities in a proper and workmanlike manner and in accordance with good oilfield practice; - take the necessary precautions to avoid interference with navigation and fishing; - develop an environmental management plan to be approved by the Timor Sea Designated Authority, prevent pollution of the marine environment, and pay for the costs associated with clean-up of any pollution from any petroleum activities within the contract area; - upon the termination of this contract, clean-up the contract area and remove all structures, equipment and other property brought into the contract area. Any natural gas produced from the contract area and not used in petroleum activities may be flared if the processing and utilization of the natural gas is not considered by the parties to be economic. Such flaring shall be permitted to the extent that gas is not required to enable the maximum economic recovery of petroleum by secondary recovery activities, including repressuring and recycling.

Timor Sea Designated Authority may require independent auditing of ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., and Agip Australia 91-13 Ltd. (ConocoPhillips JPDA and companies)'s books and accounts relating to this contract for any calendar year and may require the independent auditor to perform such auditing procedures as are deemed appropriate by the Designated Authority. ConocoPhillips JPDA and companies shall forward a copy of the independent accountant's report to Timor Sea Designated Authority within 60 days following the completion of the audit. The Designated Authority reserves the right to inspect and audit the contractor's books and accounts relating to this contract.

ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., and Agip Australia 91-13 Ltd. shall comply with all of the obligations imposed on it by the Treaty, including the Petroleum Mining Code and the taxation code, and the regulations and directions issued under the Petroleum Mining Code and, in particular, shall be subject to the taxation law of the contracting states, in accordance with Article 5 of the Treaty and Annex (G) of the Treaty.

In the initial 5 calendar years of production from the contract area (such period to be determined without regard to whether production commenced under this contract or the previous contract), the parties shall be entitled to take and receive a quantity of petroleum equal to 10% of the petroleum production in those years, called the “first tranche petroleum”, before any recovery of investment credits and operating costs. In each subsequent calendar year, the first tranche petroleum shall be equal to 20% of the petroleum produced in that year. The quantity of first tranche petroleum from crude oil production for each calendar year shall be shared between the Timor Sea Designated Authority and ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., and Agip Australia 91-13 Ltd. (ConocoPhillips JPDA and companies) in accordance with the sharing percentages as provided under subsection 3 of this section, by apportioning it as applicable to the respective production tranches as therein defined, using the same ratios as the production from each such tranche over the total production of that calendar year. The quantity of first tranche petroleum from natural gas production for each calendar year, including propane and butane fractions extracted from natural gas but not spiked in crude oil, shall be shared between the Timor sea Designated Authority and ConocoPhillips JPDA and companies in accordance with the sharing percentages as provided under subsection 5 of this section.

In each calendar year in which petroleum is produced from the contract area, if the investment credit and operating costs recoverable are less than the value of the quantity of petroleum produced from the contract area, then of the petroleum production remaining after deducting the quantity of petroleum production equal in value to the investment credit and operating costs, Timor Sea Designated Authority (TSDA)and ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., and Agip Australia 91-13 Ltd. (companies) shall be entitled to take and receive the following: (a) TSDA 50% and the companies 50% for the tranche of 0-50,000 barrels daily average of all crude oil production from the contract area for the calendar year; (b) TSDA 60% and the companies 40% for the tranche of 50,001-150,000 barrels daily average of all crude oil production from the contract area for the calendar year; and (c) TSDA 70% and the companies 30% for the tranche of more than 150,000 barrels daily average of all crude oil production from the contract area for the calendar year. Of the amount of natural gas, including propane and butane fractions extracted from natural gas but not spiked in crude oil, remaining after recovering investment credits and operating costs associated with natural gas activities, TSDA shall be entitled to take and receive 50% and the companies shall be entitled to take and receive 50%.

ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., and Agip Australia 91-13 Ltd. shall be entitled to a quantity of petroleum production, which is produced and saved and not used in petroleum activities, equal in value to those costs. If in any calendar year, the operating costs exceed the value of petroleum produced and saved and not used in petroleum activities, then the unrecovered excess of operating costs shall be carried forward and recovered in succeeding years.

ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., and Agip Australia 91-13 Ltd. (ConocoPhillips JPDA and companies) shall give preference to the employment of Timor-Leste nationals and permanent residents, having due regard to safe and efficient activities and good oilfield practice.

ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., and Agip Australia 91-13 Ltd. (ConocoPhillips JPDA and companies) shall give preference to goods and services which are produced in Australia or Timor-Leste, or provided by subcontractors operating out of Australia or Timor-Leste,provided they are offered on competitive terms and conditions compared with those available from other countries. ConocoPhillips JDPA and companies shall draw invitations to tender or sub-contracts to the attention of Australian and Timor-Leste sub-contractors.

The Timor Sea Designated Authority and ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., Agip Australia 91-13 Ltd.shall agree to an exploration work program and expenditures for each contract year.

Disputes, if any, arising between Timor Sea Designated Authority and ConocoPhillips JPDA Pty Ltd., Phillips Petroleum Timor Sea Pty Ltd., and Agip Australia 91-13 Ltd. relating to this contract or the interpretation and performance of this contract which cannot be settled amicably shall be submitted to arbitration. Except as may be otherwise agreed by the parties, arbitration shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce. The decision of the majority of the arbitrators shall be final and binding upon the parties and an award may be enforced in any court having jurisdiction for that purpose. In the event that Timor Sea Designated Authority cannot meet an obligation under an arbitral award arising from a dispute under this contract, the contracting states shall contribute the necessary funds in the same proportion as set out in paragraph (a) of Article 4 of the Treaty to enable Timor Sea Designated Authority to meet that obligation. The place of arbitration shall be Singapore. The language of arbitration shall be the English language.

Subject to the provisions of the Treaty, including the Petroleum Mining Code, the law of England shall apply to this contract