**AGREEMENT**








THIS
      AGREEMENT is entered into on this 14 th day of
      September, 2006 at New Delhi





BY
      AND
      BETWEEN





OIL
      INDIA
      LIMITED, a company incorporated under the Companies Act, 1956 having its
      Corporate Office at 5, Sikandara Road, New Delhi - 110 001 (hereinafter referred
      to as “OIL”, which expression, unless repugnant to the context or contrary to
      the meaning thereof, include its successors and permitted assignees) of the
      FIRST PART.





AND





GEOGLOBAL
      RESOURCES (BARBADOS) INC., a company incorporated under the laws of Barbados,
      having its office at Suite No. 310, 605-1 st Street
      SW, Calgary, Alberta, Canada T2P 3S9 (hereinafter referred to as “GGR”, which
      expression, unless repugnant to the context or contrary to the meaning thereof,
      include its successors and permitted assignees) of the SECOND PART.





Oil
      India
      Limited is submitting bid for Block No. KG-ONN-2004/1 (Block-28) offered under
      the New Exploration Licensing Policy, Sixth Round (NELP-VI) by the Ministry
      of
      Petroleum& Natural Gas, Government of India, 2006.





The
      bid
      is being submitted jointly by the Oil India Ltd. and GeoGlobal Resources
      (Barbados) Inc., with the following participating interest in the
      Block.





Oil
      India
      Limited     :   90%


Geo
      Global Resources (Barbados) Inc.  :   10%





M/s
      GeoGlobal Resources (Barbados) Inc. has expressed its desire to take a total
      25%
      participating interest in the above block. A Joint Bidding Agreement to this
      effect was signed between Oil India Limited and GeoGlobal Resources (Barbados)
      Inc. on 27 th July,
      2006. M/s GeoGlobal Resources (Barbados) Inc., is, however presently constrained
      with the shortage of net worth to pick up the entire 25% participation interest.
      Therefore, for bid submission purposes, M/s GGR is taking 10% participating
      interest. M/s GGR hereby irrevocably agrees that before 30 th June,
      2007, they will raise their net worth sufficient enough to take the additional
      participating interest of 15% and make their total participating interest to
      25%
      and will pay all the costs for the additional 15% participating interest to
      OIL.
      OIL agrees to assign this 15% participating interest as per the PSC procedure.





APPLICABLE
      LAW & ARBITRATION





This
      agreement shall be governed by, construed, interpreted and enforced in
      accordance with laws of India and Courts at Delhi shall have the exclusive
      jurisdiction.








Subject
      to the notifications issued by the Government of India from time to time and
      except otherwise provided for in this agreement, if the parties reach an impasse
      regarding any dispute relating to this agreement or breach of the agreement,
      such dispute shall be settled exclusively and finally by arbitration in
      accordance with the Arbitration & Conciliation Act, 1996 through an Arbitral
      Tribunal consisting of three Arbitrators. Any party may submit the dispute
      to
      arbitration and the arbitration proceeding shall be held in English language
      at
      New Delhi.








Except
      as
      otherwise specifically provided herein, all notices authorised or required
      between the parties by any provision of the Agreement shall be in writing in
      English language and delivered in person or by registered mail or by courier
      services or by an electronic means or transmitting written communications,
      which
      provides confirmation of complete transmission, or with confirmation of receipt
      of complete transmission from the receiving party, having been obtained and
      addressed to such parties, as designated below.





FOR
      OIL





Oil
      India
      Limited


Plot
      No.
      19, Film City,


Sector
      16A, NOIDA - 201301





Attn:  Mr.
      S.K.Srivastava, CA (E&D)





Telephone
      No.    :  +91-120-2488313


Facsimile
      No.    :  +91-120-2488310


E-Mail     :  sksrivastava2003@indiatimes.com








FOR
      GEOGLOBAL RESOURCES (BARBADOS) INC.





Attn:  Mr.
      Jean
      P Roy, President & CEO





Suite
      No.
      310, 605-1 st Street
      SW,


Calgary,
      Alberta,


Canada
      T2P 3S9





Attn:  Mr.
      Jean
      P Roy,


President
      & CEO





Telephone
      No.    :  +1-403-777-9254


Facsimile
      No.    :  +1-403-777-9199


E-Mail     :  jean@geoglobal.com





IN
      WITNESS WHEREOF, the duty authorised representatives of the parties hereinto
      subscribe their respective hands, on the day, month and year first above
      written.





**FOR
      & ON BEHALF OF**     **FOR & ON BEHALF OF**


**OIL
      INDIA LIMITED.**     **GEO GLOBAL RESOURCES**          **(BARBADOS)
      INC.**








/s/
      S.K.SRIVASTAVA      /s/
      JEAN ROY





NAME:
      S.K. SRIVASTAVA    NAME:
      JEAN ROY





TITLE:
      CHIEF ADVISOR (E&D)    TITLE:
      PRESIDENT & CEO





DATE:
      14/09/2006      DATE:
      14/09/2006








/s/
      P.N. BARUAH       /s/
      B. MOHAPATRA


Witness:
      P.N. Baruah  Witness:  B.
      Mohapatra


Senior
      Advisor (Geology)       Country
      Manager


OIL          GGR