Iraq

22/12/2006

The initial contract area covers the Rovi Block and extends over an area of 516.6 square kilometers as detailed and indicated on the map attached in Annex A

Reliance Exploration and Production DMCC

Rovi Block

Rovi Block

Petroleum

Ministry of Natural Resources, Kurdistan regional government of Iraq

The exploration period shall be for an initial term of 5 contract years extendable on a yearly basis up to a maximum period of 7 contract years. The development period for a commercial discovery of crude oil and any associated natural gas shall be 20 years beginning on the declaration of a commercial discovery by Reliance Exploration & Production with an automatic right to a 5 year extension period. The development period for the commercial discovery of non-associated natural gas shall be 20 years commencing on the declaration of such commercial discovery by Reliance Exploration & Production with an automatic right to a 5 year extension period. If commercial production from a production area is still possible upon the expiration of a development period, then Reliance Exploration & Production, upon request, shall be entitled to an extension of such development period under the same terms as contained in the contract. The term of such extension shall be 5 years for crude oil and any associated natural gas and 5 years for non-associated natural gas.

Production Sharing Contract

Before starting exploration operation, Reliance Exploration & Production shall conduct and submit an environmental impact assessment.

Reliance Exploration & Production shall contribute US$ 75,000 each contract year during the exploration period and US$ 150,000 for each contract year during the production period into the environment fund to be established by the government for the benefit of the natural environment of the Kurdistan region, pursuant to the Kurdistan region Petroleum Act. During the performance of petroleum operations, Reliance Exploration & Production shall take necessary measures to ensure that it, the operator, its subcontractors and agents attend to the protection of the environment and prevention of pollution in accordance with standard practice in the international petroleum industry and any applicable Kurdistan region law. Reliance Exploration & Production shall also take reasonable precautions and measures to prevent any pollution which may arise directly as a result of the petroleum operations and to protect the environment (flora and fauna), water sources and any other natural resources when carrying out petroleum operations. Reliance Exploration & Production shall respect the preservation of property, agricultural areas and fisheries when carrying out petroleum operations. Reliance Exploration & Production shall take reasonable measures to minimize any adverse material impact on national parks and natural reserves which may arise directly as a result of petroleum operations, in accordance with generally accepted environmental practices in the international industry. Gas flaring is prohibited unless it is a short term flaring of up to 12 months necessary for testing or other operational reasons in accordance with practice generally accepted in the international petroleum industry (which shall include the flaring of associated natural gas to the extent that Reliance Exploration & Production considers that re-injecting the associated natural gas is not economically and technically justified and provided the government decides not to take the associated natural gas). Flaring of natural gas would also be permitted with the prior authorization of the government.

For the execution of petroleum operations under this contract Reliance Exploration & Production shall have the right to freely use water and any other natural resources located inside or outside the contract area for the petroleum operations. Reliance Exploration & Production shall have the right in the Kurdistan Region to take or use any water necessary for the petroleum operations provided it does not damage any existing irrigation or navigation systems and that land, houses or watering points belonging to third parties are not deprived of their water.

The government has the right to request an audit of Reliance Exploration & Production's accounts with regard to each year within a period of 2 years following the end of such year. The government also has the right to retain an auditor of international standing familiar with the international petroleum industry's accounting practice to undertake or assist the government in auditing the accounts of Reliance Exploration & Production. The cost of retaining the auditor shall be borne by Reliance Exploration & Production and shall be treated as petroleum cost for the purpose of cost recovery. The government shall have the right to audit the accounts with the respect to each calendar year at any time in the case of manifest error or fraud.

Reliance Exploration & Production shall pay to the government the following bonuses: 1) a signature bonus of US$ 5 million within 30 days of the effective date; 2) a capacity building bonus of US$ 17.5 million within 30 days of the effective date; 3) if a crude oil commercial discovery is made, a crude oil production bonus as follows: a) US$ $2.5 million at the start of the first production of crude oil, b) US$ 5 million when the production of crude oil reaches a cumulative amount of 10 million barrels, and c) US$ 10 million when production of crude oil reaches a cumulative amount of 25 million barrels. 4) if there is a non-associated natural gas discovery, a non-associated natural gas production bonus as follows: a) US$ 1 million upon the start of first production of non-associated natural gas; b) US$ 2.5 million when production of non-associated natural gas reaches a cumulative amount of 10 million barrels of oil equivalent; and c) US$ 5 million when production of non-associated natural gas reaches a cumulative of 25 million barrels of oil equivalent.

Except as expressly provided and without prejudice to other exemptions provided under the contract, for the duration of the contract, Reliance Exploration & Production and its subcontractors shall be exempted from all taxes, duties, levies, charges, withholdings and impositions generally applicable in the Kurdistan Region as a result of its activities under the contract, including but not limited to any taxes on income from movable capital, any taxes on capital gains, any fixed taxes on transfers as well as all other current or future taxes, duties, levies, charges, withholdings and impositions based or assessed on income of any kind. The government shall indemnify Reliance Exploration & Production, upon demand, against any liability to pay any taxes, duties, levies, charges, impositions or withholdings assessed or imposed on it which relate to this exemption.

Reliance Exploration & Production shall be subject to corporate income tax and this shall be deemed to be inclusive and in full and total discharge of any corporate income tax. The share of the profit petroleum to which the government is entitled in any calendar year shall be deemed to include a portion representing the corporate income tax imposed upon and due by Reliance Exploration & Production, and which will be paid directly by the government to the tax authority on behalf of Reliance Exploration & Production.

The rate of the corporate income tax applicable to Reliance Exploration & Production shall be the generally applicable rate prescribed in the Law of Taxation Law No. 4 of 1999 under the Kurdistan region, as may be amended from time to time or substituted in respect of petroleum operations. The parties agree that Reliance Exploration & Petroleum's corporate income tax shall be calculated on its net taxable profit under the contract, as calculated in accordance with provisions relating thereto in the accounting procedure.

In determining Reliance Exploration & Production's percentage share of the profit crude oil and/or profit natural gas, the R factor shall be calculated as follows and shall be applied separately to each production area: R = X/Y ( where X is equal to cumulative revenues actually received by Reliance Exploration & Production and Y is equal to cumulative costs actually incurred by Reliance Exploration & Production). The share of profit petroleum to which Reliance Exploration & Production shall be entitled from first production is: (a) for profit crude oil, equal to the quantities of petroleum resulting from the application of the relevant percentage as indicated below to the daily volume of production of profit crude oil within the contract area at the corresponding delivery point: R < 1, Reliance Exploration & Production 35%; 1 < R < 2, Reliance Exploration & Production 35 - [(35 -16) x (R-1)/(2 -1)]; R> 2, Reliance Exploration & Production 16%; and (b) for profit natural gas, equal to the quantities of non-associated natural gas resulting from the application of the relevant percentage as indicated below to the daily volume of production of profit natural gas within the contract area at the delivery point: R < 1, Reliance Exploration & Production 45%; 1 < R < 3, Reliance Exploration & Production 45- [(45-17) x (R-1)/(3 -1)]; R > 3, Reliance Exploration & Production 17%.

Subject to the provisions of the contract, from the first production, Reliance Exploration & Production shall at all times be entitled to recover all petroleum costs incurred of up to 45% of available crude oil, which shall apply regardless of the gravity of the oil, and available associated natural gas produced and saved within any year. Subject to the provisions of the contract, from first production, Reliance Exploration & Production shall at all times be entitled to recover all petroleum costs incurred of up to 55% of available non-associated natural gas produced and saved with any year. If in any year, the available crude oil and/or available non-associated natural gas do not allow Reliance Exploration & Production recover all of its petroleum costs under the contract, the unrecovered petroleum costs in that year shall be carried forward indefinitely to the subsequent years until all the petroleum costs are fully recovered but, unless as provided in the contract, in no other case after the termination of the contract. The petroleum costs under the contract are not recoverable against other contract areas, outside the contract, held by Reliance Exploration & Production.

For the financing of petroleum operations, Reliance Exploration & Petroleum shall have the right to have recourse to external financing from third parties or from affiliated companies on an arm's length basis.

The Royalty due on any export petroleum produced and saved in the contract area shall be determined daily by applying the following relevant rate to the export crude oil or to the export non-associated natural gas, as the case may be, produced and saved on that day: 1) for export crude oil, the royalty rate shall be 10% which shall apply regardless of the gravity of the oil. 2) for export non-associated natural gas, the royalty rate shall be 10%. Associated natural gas and any other petroleum are exempt from any royalty payments.

The government shall have the option of participating in this contract, through a public company duly authorized by the government, as a contractor with an undivided interest in the petroleum operations and all other rights, duties, obligations and liabilities of the contractor under the contract, of 25%. This option is referred to as the option to participate. The public company shall be entitled to exercise the option to participate by notifying Reliance Exploration & Production in writing of such election at any time in the period commencing on the effective date and ending 180 days after the date on which Reliance Exploration & Production declares the first commercial discovery. If the public company does not notify Reliance Exploration & Production of such election within the stated period, it shall be deemed to have waived its right to exercise the option to participate and shall have no further rights whatsoever in respect of any such participation. A public company may assign part or all of its government interest to a third party, not being a public company.

For the petroleum operation, Reliance Exploration & Petroleum shall give, and shall require that its subcontractors give, preference to personnel from the Kurdistan region and other parts of Iraq to the extent that such personnel has, in its sole opinion, the technical capability, qualifications, competence and experience required to perform the work. Reliance Exploration & Petroleum and its subcontractors shall have the right to hire foreign personnel where the personnel from the Kurdistan region and other parts of Iraq do not have the required technical capabilities, qualification or experience for the position. If such foreign personnel or any member of their family engage in activities or commits acts which breach any Kurdistan law, Reliance Exploration & Petroleum shall, at the request of the management committee, take necessary steps to repatriate the foreign personnel.

Reliance Exploration & Production shall give priority to equipment and material that are readily available in the Kurdistan region and other parts of Iraq to the extent that their price, grade, quality, specifications, purchase, delivery and other commercial and technical terms are comparable in all material respects with those generally available in the international petroleum industry. Reliance Exploration & Production shall give priority to subcontractors from the Kurdistan Region and other parts of Iraq to the extent their competence, rates, experience, reputation, qualifications, specialties, credit rating and terms of availability, delivery and other commercial terms are, in its sole opinion, comparable in all material respects with those provided by foreign companies operating in the international petroleum industry. Such subcontractors must be bona fide Kurdistan companies and not related to any public officer, directly or indirectly, and mush have all necessary resources and capacity.

Reliance Exploration & Petroleum shall also give due consideration to the secondment of government personnel to Reliance Exploration & Petroleum and the secondment of Reliance Exploration & Petroleum personnel to the government during the various phases of the petroleum operations. The parties shall mutually agree on the terms, conditions and associated costs of the secondment. In a planned way and in accordance with the provisions of the contract, Reliance Exploration & Petroleum shall train all its personnel from Kurdistan and other parts of Iraq directly or indirectly involved in the petroleum operations to improve their knowledge and professional qualification to the same level as that of its foreign personnel with an equivalent resumé. The training shall include the transfer of knowledge of petroleum technology and the necessary management experience to enable the local personnel apply advanced technology in the petroleum operations to the extent permitted by applicable law and agreements with third parties, and subject to appropriate confidentiality agreements. The recruitment, integration and training of Reliance Exploration & Petroleum's local personnel shall be provided in a plan submitted to the management committee for approval. The training plan shall provide for the allocation to the government of US$ 75,000 for each contract year during the exploration period and US$ 150,000 for each contract year during the production period. All reasonable training expenses shall be considered as petroleum costs.

For its petroleum operations, Reliance Exploration & Production shall have the right in Iraq to use, subject to applicable law, any railway, tramway, road, airport, landing field, canal, river, bridge or waterway, any telecommunication network and any existing pipeline or transportation infrastructure, on terms no less favorable than those offered to other entitles and, unless generally in force, to be mutually agreed. Under national emergencies due to environmental catastrophe or disaster, or internal or external war, the government shall have the right to request to use any transportation and communication facilities installed by Reliance Exploration & Production. The government shall have the right in the Kurdistan region, to build, operate and maintain roads, railways, airports, landing strips, canals, bridges, protection dams, police stations, military installations, pipelines and telecommunication networks in the contract area, provided this does not increase the costs, compromise or have a material adverse effect on the performance of the petroleum operations. Reliance Exploration & Production shall have the right to design, construct, operate and maintain pipelines and any related facilities for the transportation of petroleum produced under this contract.

Subject to spare capacity being available and to their petroleum being compatible, third parties shall be entitled to transport their petroleum through any pipeline constructed by the Reliance Exploration & Petroleum in accordance with the contract and on terms to be agreed between Reliance Exploration & Petroleum and such third party. Those terms shall be reasonable commercial terms and shall not discriminate among third party users. Reliance Exploration & Petroleum shall always have priority of access to such pipelines. Reliance Exploration & Petroleum shall have priority of access to such pipelines. Any tariffs received from third parties for use of any pipeline and related facilities by Reliance Exploration & Petroleum shall be applied to the recovery of petroleum costs until all pipeline costs have been fully recovered.

Reliance Exploration & Production shall sell and transfer to the government, upon written request of the ministry, any amounts of crude oil that the government shall deem necessary to meet Kurdistan Region internal consumption requirements.

During the first sub-period Reliance Exploration & Production shall: (A) carry out geological and geophysical studies, comprising the following: (i) the compilation of a technical database; (ii) the performance of a remote sensing study; (iii) a field visit to verify initial geological and geophysical work and remote sensing results and plan for 2 dimensional seismic acquisition; and (B) carry out a data search for existing data specific to the contract area, comprising the following: (i) well data, if available, for example electric logs; (ii) seismic data and gravity data, if available; and (iii) reprocess seismic data, if available; (C) perform field work comprising structural, stratigraphic and lithologic mapping and sampling; (D) acquire, process and interpret 250 line kilometers of 2 dimensional seismic data committing for this purpose a minimum financial amount of US$ 3.75 million; and (E) drill 1 exploration well upto a depth of 3500 meters or unto lower cretaceous formation, whichever is earlier committing for this purpose a minimum financial amount of US$ 7.5 million. During the second sub-period, Reliance Exploration & Production shall: (A) acquire, process and interpret 100 line kilometers of 2 dimensional seismic data if it considers that the results from the first exploration well justify the acquisition of further seismic data committing for this purpose a minimum financial amount of US$ 1.5 million; and, (B) drill 1 exploration well upto a depth of 3000 meters or upto main objective whichever is earlier committing for this purpose a minimum financial amount of US$ 6 million unless the data from the first exploration well demonstrates that there is not a reasonable technical case for drilling the second exploration well in the contract area. In addition, Reliance Exploration & Production shall provide the government, if so required, with a corporate guarantee, in a form as shall be agreed in good faith between the parties, issued with respect to the minimum financial commitment for each sub-period. The corporate guarantee shall expire automatically upon completion of the performance of such minimum exploration obligations or expenditure of such minimum financial commitment, whichever is earlier.

If a dispute arises under the contract, the parties shall first use their reasonable endeavors to negotiate promptly in good faith a mutually acceptable resolution of the dispute. The parties shall attempt to settle the dispute by negotiation between senior representatives. Senior representatives are individuals who have authority to negotiate the settlement on behalf of the parties and for the government, the Minister of natural resources. If the dispute cannot be settled by negotiation, the dispute may be referred to mediation in accordance with the London Court of International Arbitration (LCIA) mediation procedure which is deemed incorporated in the contract by reference. If the dispute is not settled by mediation, the dispute may be referred to arbitration in accordance with the LCIA rules which is incorporated in the contract by reference for final determination. The arbitration shall be held in London, England and shall be conducted in English. The arbitration shall be heard by 3 arbitrators. During the arbitral proceeding and until the dispute is determined, no party shall act in a manner that may affect the rights of the other party under this contract. The parties agree that the arbitral award shall be final and not be subject to any appeal. The government fully and irrevocably waives any claim to immunity for itself or any of its assets. This waiver includes any claim to immunity from any expert determination, mediation, arbitration, enforcement of any decision, settlement, award or judgment or the service of processes.

Unless exceptions under the contract apply, the parties undertake to keep all data and information relating to the contract and the petroleum operations confidential during the entire term of the contract and to refrain from divulging such information to third parties without the specific consent of the other party. The confidentiality obligation shall not apply to: 1) information which is, or through no fault of the parties becomes, a part of the public domain; 2) information which is known to the recipient at the date of disclosure; 3) information disclosed in compliance with any applicable law, by a government agency having jurisdiction over such party, or by a court order or any legal proceedings; or 4) disclosure required pursuant to the rules and regulations of any government or recognized stock exchange having jurisdiction over Reliance Exploration & Production. In accordance with standard practice in the international petroleum industry practice, confidential information may be disclosed to: 1) Reliance Exploration & Production's affiliates, employees, officers, directors for the purpose of the petroleum operations and subject to Reliance Exploration & Production ensuring that customary precautions to keep the information confidential are taken; 2) consultants or agents retained by Reliance Exploration & Production or its affiliates for the purpose of analyzing or evaluating the information; 3) banks or other financial institutions, including any such consultants retained by the banks, engaged by Reliance Exploration & Production for the purpose of financing the petroleum operations. 4) bona fide prospective assignees of a participating interest under the contract; 5) prospective or actual subcontractors engaged by a party; and 6) any other person with the prior written approval of the non-disclosing party. Subject to the contract, Reliance Exploration & Production is precluded from engaging in the sale or exchange of any data relating to the petroleum operations without the approval of the government which shall not be unreasonably withheld or delayed where, in Reliance Exploration & Production's opinion, such sale or exchange would benefit the petroleum operation.

This contract, including any dispute arising from it, shall be governed by English law (except any rule of English law which would refer the matter to another jurisdiction), together with any relevant rules, customs, and practices of international law, as well as by principles and practice generally accepted in petroleum producing countries and in the international petroleum industry.

The government and any public company which may be a contractor under the contract, hereby fully and irrevocably waive any claim to immunity for itself or any of its assets. This waiver includes any claim to immunity from any expert determination, mediation, arbitration, enforcement of any decision, settlement, award or judgment or the service of processes. If it is reasonably proven that this contract was obtained in violation of Kurdistan region law relating to corruption, the contract shall be void. Also, each contractor agree that if, at any time, it is reasonably proven to be in breach of Kurdistan region law concerning corruption, the contractor may lose the contract or part of the contract. This contract may be reviewed by the government and amended to the extent necessary to ensure that, with respect to the criteria of probity and the criteria of commerciality which the Republic of Iraq Oil and Gas Law expressly requires shall apply to all petroleum contracts in all parts of Iraq outside the Kurdistan region: a) there is no material inconsistency between this contract and such criteria of probity; and b) there is no overall material inconsistency between this contract and such criteria of commerciality.

The obligations of Reliance Exploration & Petroleum under the contract shall not be aggravated by the government and the general and overall equilibrium between the parties under the contract shall not be affected in a substantial and lasting manner. The government guarantees that for the entire duration of the contract, it will maintain the stability of the legal, fiscal and economic conditions of the contract as they result from the contract and from laws and regulations in force on the date of signing the contract. If at any time after the effective date there is a change in the fiscal, legal and economic framework under the Kurdistan region law or other applicable law in the Kurdistan region which adversely affects Reliance Exploration & Petroleum, the terms and conditions of the contract shall be altered to restore Reliance Exploration & Petroleum to the same overall economic position as it would have been if the change did not occur. If Reliance Exploration & Petroleum believes that its economic position has been detrimentally affected by any change, upon Reliance Exploration & Petroleum's written request, the parties shall meet to agree on any necessary measures or any appropriate amendments to the terms of the contract to reestablish the economic equilibrium between the parties and restore Reliance Exploration & Petroleum to the position it was prior to the occurrence of the change. If the parties fail to agree on the merit of amending the contract or on any amendment to be made within 90 days from Reliance Exploration & Petroleum's request to meet, or such other period as may be agreed by the parties, Reliance Exploration & Petroleum may refer the matter directly to arbitration in accordance with the provision of the contract. Reliance Exploration & Petroleum shall be entitled to request the benefits of any future changes in the petroleum legislation or any other legislation complementing, amending or replacing it.