Unassociated Document


    Exhibit
      10.62


    DEED
      OF GUARANTEE

    


    THIS
      DEED
      OF GUARANTEE is made on 24th
      October
      2007

    


    BY
      AND
      BETWEEN:

    


    
      	(1)	
              Francis
                Guy Clear,
                born November
                15, 1954 in
                Port
                Elizabeth, South Africa,
                passport number 436422753
                issued on May
                9, 2002
                (the “Guarantor”),
                and

            


    

    


    
      	(2)	
              Tri
                Star Capital Ventures Limited,
                a
                company organised and existing under the laws of the British Virgin
                Islands with its registered address at 3rd
                Floor, Omar Hodge Building, Wickhams Cay 1, P.O. Box 362, Road Town,
                Tortola, British Virgin Islands (the “Beneficiary”).

            


    

    


    WHEREAS:

    


    
      	
              A.

            	
              Tekoil
                & Gas Corporation (the “Obligor”)
                wishes to borrow certain monies from the Beneficiary under a Loan
                Agreement between the Obligor and the Beneficiary dated on or about
                the
                date hereof (“Guaranteed
                Agreement”);

            


    

    


    
      	
              B.

            	
              As
                a condition to the Beneficiary agreeing to enter into the Guaranteed
                Agreement and lend such monies, the Beneficiary requires this Guarantee;
                and

            


    

    


    
      	
              C.

            	
              The
                Guarantor expects to derive substantial benefit from the Beneficiary
                agreeing to lend such monies to the
                Obligor.

            


    

    


    IT
      IS AGREED:

    


    
      	
              1

            	
              GUARANTEE

            


    

     

    
      	1.1	
              The
                Guarantor as primary obligor hereby unconditionally and irrevocably
                guarantees to the Beneficiary the due and punctual payment by the
                Obligor
                of all monies that are or may become due from the Obligor under or
                in
                respect of the Guaranteed Agreement including without limitation
                the
                principal of and interest on the loan made under the Guaranteed Agreement
                and any damages or other liability in respect of any breach of the
                Guaranteed Agreement (the “Guaranteed
                Amounts”).

            


    

    


    
      	1.2	
              If
                and whenever the Obligor defaults for any reason whatsoever in the
                payment
                of any Guaranteed Amount, the Guarantor shall forthwith upon demand
                pay
                (or procure the payment of) the Guaranteed Amount in regard to which
                such
                default has been made in the manner prescribed by the Guaranteed
                Agreement
                and so that the same benefits shall be conferred on the Beneficiary
                as it
                would have received if the Guaranteed Amounts had been duly paid
                by the
                Obligor. 

            


    

    


    
      	1.3	
              This
                deed is in addition to and not in substitution for any other security
                which the Beneficiary may at any time hold for payment of the Guaranteed
                Amounts and may be enforced without first having recourse to any
                such
                security and without taking any steps or proceedings against the
                Obligor.

            


    

    


    
      	1.4	
              As
                a separate and independent stipulation the Guarantor agrees that
                any of
                the Guaranteed Amounts which may not be recoverable from or enforceable
                against the Obligor by reason of any legal limitation, disability
                or
                incapacity on or of the Obligor, the invalidity of the Guaranteed
                Agreement, the Obligor not being legally bound by the Guaranteed
                Agreement
                for failure of it being properly executed and delivered, or any other
                fact
                or circumstance (other than proper payment or performance, binding
                written
                waiver by the Beneficiary, or any limitation imposed by the Guaranteed
                Agreement) shall nevertheless be recoverable from the Guarantor as
                though
                the same had been owed by the Guarantor and the Guarantor were the
                sole or
                principal obligor in respect thereof and shall be paid by the Guarantor
                forthwith upon demand. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2

            	
              NON-WAIVER

            


    

     

    Neither
      the Guarantor’s liability under this deed nor the rights, powers and remedies
      conferred upon the Beneficiary by this Deed or by law shall be released,
      impaired or discharged by any matter or thing which might operate to affect
      or
      prejudice such rights, powers and remedies including without
      limitation:

    


    
      	2.1	
              time
                or any other concession, forbearance, forgiveness, indulgence or
                arrangement being given to the Obligor by the Beneficiary or by anything
                that the Beneficiary or the Obligor may do or omit or neglect to
                do which,
                but for this provision, might release or discharge the Guarantor’s
                obligations hereunder;

            


    

    


    
      	2.2	
              any
                invalidity, unenforceability, illegality or voidability of any obligation
                expressed to be assumed or owed by the Obligor under the Guaranteed
                Agreement;

            


    

    


    
      	2.3	
              the
                existence of any claim, set-off or other rights which the Guarantor
                may
                have at any time against the Obligor, the Beneficiary, or any other
                person
                or which the Obligor may have against the Guarantor, whether in connection
                with the Guaranteed Agreement or otherwise;


            


    

    


    
      	2.4	
              any
                payment or discharge under the Guaranteed Agreement which is avoided
                or
                repaid as a consequence of the amalgamation, reorganisation, liquidation,
                dissolution, insolvency, receivership, administration or other similar
                process against the Obligor; or

            


    

    


    
      	2.5	
              any
                compromise of any dispute with the Obligor, any failure of supervision
                to
                detect or prevent any fault by the Beneficiary or any assignment
                of the
                benefit of the Guaranteed
                Agreement.

            


    

    


    
      	
              3

            	
              VARIATIONS.
                NO INCREASE WITHOUT GUARANTOR’S
                CONSENT.

            


    

     

    The
      Guarantor hereby authorises the Obligor and the Beneficiary to make any addendum
      or variation to the Guaranteed Agreement, and the Guarantor hereby guarantees
      the due and punctual payment by the Obligor of all monies that are or may become
      due from the Obligor under or in respect of the amended Guaranteed Agreement
      under the terms of this deed; provided
      that
      if any
      such addendum or variation increases the principal amount of the loan under
      the
      Guaranteed Agreement (otherwise than as a result of compounding interest as
      provided therein), then unless it is made with the Guarantor’s express written
      consent, such addendum or variation shall not increase the extent of the
      Guarantor’s obligations and liabilities hereunder and this Deed and the
      guarantees and undertakings in this Deed shall apply and extend only to such
      monies as were due under the Guaranteed Agreement prior to such addendum or
      variation and shall not apply to any monies due in respect of any drawdowns
      made
      pursuant to, or after, such addendum or variation.

    


    
      	
              4

            	
              DURATION

            


    

     

    This
      deed
      shall be effective at the date of its execution and shall remain in force for
      the duration of the Guaranteed Agreement. 

    


    
      	
              5

            	
              DISPUTED
                CLAIMS

            


    

     

    If
      the
      Obligor defaults in the payment of any Guaranteed Amount, the Beneficiary shall
      have the right to proceed against the Guarantor under this deed without
      proceeding against or exercising or exhausting any other remedy against the
      Obligor. The Guarantor may exercise all defences, set-offs, counterclaims and
      other rights to which the Obligor is or may in respect of mature obligations
      be
      entitled under the Guaranteed Agreement and in any action brought by the
      Beneficiary against the Guarantor under this deed the Guarantor may assert
      any
      such defence, set-off, counterclaim or other right as if the action had been
      brought by the Beneficiary against the Obligor under the Guaranteed
      Agreement.

     

    
      
        
        

      

      
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              6

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

     

    The
      Guarantor represents and warrants to the Beneficiary that:- 

    


    
      	6.1	
              it
                has the legal capacity and power to enter into, execute, deliver
                and
                perform this Deed;

            


    

    


    
      	6.2	
              the
                execution, delivery and performance by it of this Deed do not violate
                or
                conflict in any material way with any law applicable to it, any order
                or
                judgment of any court or other agency of government applicable to
                it or
                any of its assets or any contractual restriction binding on or affecting
                it or any of its assets; and

            


    

    


    
      	6.3	
              its
                obligations under this Deed constitute its legal, valid and binding
                obligations, enforceable in accordance with their respective terms
                (subject to applicable bankruptcy, insolvency, moratorium or similar
                laws
                affecting creditors' rights generally and subject, as to enforceability,
                to equitable principles of general
                application).

            


    

    


    
      	
              7

            	
              SECURITY

            


    

     

    
      	7.1	
              The
                Guarantor represents and warrants that it has not taken or received
                and
                will not take or receive any security from the Obligor for or in
                respect
                of the Guarantor’s obligations under this
                Deed.

            


    

    


    
      	7.2	
              If
                at any time the Guarantor has the benefit of any security in breach
                of
                this Clause 7, it shall hold such security on trust for the Beneficiary
                and shall upon request by the Beneficiary, transfer or assign such
                security to the Beneficiary as security for the Guarantor’s obligations
                under this deed.

            


    

    


    
      	
              8

            	
              NON-DUPLICATION

            


    

     

    The
      Beneficiary shall not be entitled to recover its loss more than once from the
      Guarantor or the Obligor or any other guarantor. Nothing in this Deed shall
      affect the obligation of the Beneficiary to mitigate its loss.

    


    
      	
              9

            	
              ASSIGNMENT

            


    

     

    
      	9.1	
              The
                Beneficiary may not assign or transfer any of its rights or obligations
                under this Deed without the Guarantor’s
                consent.

            


    

    


    
      	9.2	
              The
                Guarantor may not assign or transfer any of its rights or obligations
                under this Deed without the Beneficiary’s
                consent.

            


    

    


    
      	
              10

            	
              REMEDIES
                AND WAIVERS

            


    

     

    
      	10.1	
              No
                delay or omission on the part of the Beneficiary in exercising any
                right,
                power or remedy provided by law or under this Deed shall impair such
                right, power or remedy or operate as a waiver thereof or of any other
                right, power or remedy.

            


    

    


    
      	10.2	
              The
                single or partial exercise by the Beneficiary of any right, power
                or
                remedy provided by law or under this deed shall not preclude any
                other or
                further exercise thereof or the exercise of any other right, power
                or
                remedy.

            


    

    


    
      	10.3	
              The
                rights, powers and remedies provided by this Deed are cumulative
                with, and
                not exclusive of, any rights, powers and remedies provided by
                law.

            


    

     

    
      
        
        

      

      
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              11

            	
              PROPER
                LAW AND JURISDICTION

            


    

     

    
      	11.1	
              This
                Deed shall be governed by, and shall be construed and interpreted
                in
                accordance with, the laws of England and Wales, without regard to
                its
                conflict of law principles. 

            


    

    


    
      	11.2	
              The
                English courts have exclusive jurisdiction to settle any dispute
                in
                connection with this Agreement. 

            


    

    


    
      	11.3	
              The
                English courts are the most appropriate and convenient courts to
                settle
                any such dispute.

            


    

     

    
      	
            	11.3.1	
              Notwithstanding
                the foregoing provisions of this Clause, the parties agree that if
                the
                Beneficiary so requires, any dispute arising out of this Agreement
                (including any question regarding its existence, validity or termination)
                shall be referred to and finally resolved by arbitration under the
                Rules
                of Arbitration of the London Court of International Arbitration (the
                Rules)
                by one arbitrator appointed in accordance with the said Rules, which
                Rules
                are deemed to be incorporated by reference into this Clause
                17.

            


    

     

    
      	
            	11.3.2	
              The
                seat of arbitration shall be London. The applicable law shall be
                English
                law.

            


    

     

    
      	
            	11.3.3	
              The
                parties agree that the language of the arbitration, including oral
                hearings, written evidence and correspondence, shall be
                English.

            


    

     

    
      	
            	11.3.4	
              A
                duly rendered arbitration award shall be final and binding on the
                parties
                to the dispute.

            


    

     

    
      	
            	11.3.5	
              This
                arbitration clause shall be separately
                enforceable.

            


    

    


    
      	
              12

            	
              SERVICE
                OF PROCESS

            


    

     

    
      	12.1	
              The
                Guarantor hereby irrevocably appoints Trident Corporate Services
                (UK)
                Limited, 7 Welbeck Street, London W1G9YE, England, as its agent under
                this
                Agreement for service of process in any proceedings before the English
                courts.

            


    

    


    
      	12.2	
              If
                any person appointed as process agent is unable for any reason to
                act as
                agent for service of process, the Guarantor must immediately appoint
                another agent on terms acceptable to the Beneficiary. Failing this,
                the
                Beneficiary may appoint another agent for this
                purpose.

            


    

    


    
      	12.3	
              The
                Guarantor agrees that failure by a process agent to notify it of
                any
                process will not invalidate the relevant
                proceedings.

            


    

    


    
      	12.4	
              This
                Clause does not affect any other method of service allowed by
                law.

            


    

    


    
      	
              13

            	
              NOTICES

            


    

     

    
      	13.1	
              Any
                notice required to given to the Guarantor under this Deed shall be
                in
                writing and delivered personally or sent by commercial courier to
                the
                address included for Guarantor on the signature page hereof or to
                such
                other address as the Guarantor may from time to time specify in writing
                to
                the Beneficiary. Any notice shall be deemed to have been served when
                actually delivered.

            


    

    


    
      
        
        

      

      
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    In
      witness whereof, this deed has been executed and delivered as a deed on the
      date
      first mentioned above.

    


    Signed
      and delivered as a deed by

    


    FRANCIS
      GUY CLEAR


    


    Signature: 
      /s/
      Francis Guy Clear 

    
      

    

    


    Address
      for Notice Purposes:

    


    25025
      Interstate 45 North

    Suite
      525

    The
      Woodlands, TX 77380

    Facsimile:
      281-364-8007

    


    in
      the
      presence of:

     

    Witness

    

      
        	
                Signature
                  of witness:

              	
                /s/
                  Mary S. Lee

              
	 	
                

              
	
                Name
                  of witness:

              	
                Mary
                  S. Lee

              
	 	 
	
                Address
                  of witness:

              	
                1000
                  Louisiana, Suite 2000

              
	 	
                Houston,
                  TX 77002

              


      

    

    


    Signed
      and delivered as a deed by

     

    TRI
      STAR CAPITAL VENTURES LIMITED

     

    By  
      /s/ Vilija Nikulina

    
      
        

      

    

    Vilija
      Nikulina 

    Director
      

    


    in
      the
      presence of:

     

    Witness

    

      
        	
                Signature
                  of witness:

              	
                /s/
                  V. K. Nayar

              
	 	
                

              
	
                Name
                  of witness:

              	
                V.
                  K. Nayar

              
	 	 
	
                Address
                  of witness:

              	
                5th
                  Floor, CFC

              
	 	
                Stamferd
                  Bridge

              
	 	
                Fulham
                  Road

              
	 	
                London
                  SW6 1HS

              


      

       

      
        
          
          

        

        
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