AGREEMENT

     

     

    


     

    MEMORANDUM
      OF AGREEMENT ENTERED INTO BY AND BETWEEN:

    


    


    


    ODYSSEY
      OIL & GAS, INC.

    A
      Florida, USA registered Corporation

    


    (“Odyssey”)

    


    And

    


    ALG
      BIO OILS LIMITED.

     

    (“ALG”
or
      “The Company”)

    


     

    And

     

    Bio
      Oils Trust

     

    A
      Cyprus
      Trust

     

    (“Trust”)

     

     

     

     

     

    PREAMBLE:

     

    AND
      WHEREAS the parties have agreed to enter into a final Agreement between the
      parties;

     

    AND
      WHEREAS this agreement replaces all previous agreements;

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

    

    NOW
      THEREFORE IT IS AGREED AS FOLLOWS:

     

    
      	 	
              a.

            	
              Odyssey
                shall transfer to Trust 30 million (thirty million) common rule 144
                shares
                in Odyssey Oil & Gas, Inc., on signature of this agreement and the
                signing of an agreement with Xstrata Alloys on the same terms and
                conditions as per the attached Letter of Intent. Annexure A
                

            


    

     

    
      	 	
              b.

            	
              Odyssey
                shall transfer to Interco Holdings Ltd 5 million (five million) common
                rule 144 shares in Odyssey Oil & Gas, Inc., on signature of this
                agreement and the signing of an agreement with Xstrata Alloys on
                the same
                terms and conditions as per the attached Letter of Intent. Annexure
                A

            


    

     

    
      	 	
              c.

            	
              Odyssey
                shall transfer to Trust 25 million (twenty five million) common rule
                144
                shares in Odyssey Oil & Gas, Inc., on the successful commissioning of
                the pilot plant. 

            


    

     

    
      	 	
              d.

            	
              Odyssey
                shall transfer to Trust 25 million (twenty five million) common rule
                144
                shares in Odyssey Oil & Gas, Inc., on the ordering of the commercial
                plant.

            


    

     

    
      	 	
              e.

            	
              Odyssey
                shall transfer to Trust 25 million (twenty five million) common rule
                144
                shares in Odyssey Oil & Gas, Inc., on the commissioning of the
                commercial plant.

            


    

     

    Trust
      shall transfer to Odyssey 100% (one hundred percent) of the Issued share capital
      in ALG. These shares to be held in trust by Attorneys Maartens Van Rensburg
      until the payment of a. above at which time they shall be handed over to
      Odyssey.

     

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	1.	
              INTERPRETATION
                AND PRELIMINARY

            


    

     

    The
      headings of the clauses in this agreement are for the purpose of convenience
      and
      reference only and shall not be used in the interpretation of nor modify nor
      amplify the terms of this agreement nor any clause hereof. In this agreement,
      unless a contrary intention clearly appears:

     

    
      	1.1	
              words
                importing:

            


    

     

    1.1.1   any
      one
      gender include the other two genders;

     

    1.1.2   the
      singular include the plural and vice versa; and

     

    
      	1.1.3	
              natural
                persons include created entities (corporate or non-incorporate) and
                vice
                versa;

            


    

     

    
      	
              1.2 

            	
              the
                following terms shall have the meanings assigned to them hereunder
                and
                cognate expressions shall have corresponding meanings,
                namely:

            


    

     

    1.2.1   “the
      Company” as defined in the description of the parties above;

     

    
      	1.2.2	
              “the
                Controlling Shareholder” means in respect of any company which may be or
                become a shareholder in the Company and of which its shareholding
                in the
                Company is its major asset, the registered holders of the controlling
                common shares in such company or controlling interest in such close
                corporation, as the case may be, as at the date on which that company
                acquires or is allotted common shares
                in the Company;

            


    

     

    1.2.3   an
      “Immediate Relation” of a shareholder means a person who is:

     

    1.2.3.1   that
      shareholder’s spouse;

     

    1.2.3.2   a
      child
      (including an adopted child) of that shareholder;

     

    
      	1.2.4	
              “the
                Shareholders” means the shareholders in the Company from time to
                time;

            


    

     

    
      	
              1.3 

            	
              any
                reference to an enactment is to that enactment as at the date of
                signature
                hereof and as amended or re-enacted from time to
                time;

            


    

     

    
      	
              1.4 

            	
              if
                any provision in a definition is a substantive provision conferring
                rights
                or imposing obligations on any party, notwithstanding that it is
                only in
                the definition clause, effect shall be given to it as if it were
                a
                substantive provision in the body of the
                agreement;

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	
              1.5 

            	
              when
                any number of days is prescribed in this agreement, same shall reckoned
                exclusively of the first and inclusively of the last day unless the
                last
                day falls on a Saturday, Sunday or public holiday, in which case
                the last
                day shall be the next succeeding day which is not a Saturday, Sunday
                or
                public holiday;

            


    

     

    
      	
              1.6 

            	
              where
                figures are referred to in numerals and in words, if there is any
                conflict
                between the two, the words shall
                prevail;

            


    

     

    
      	1.7	
              expressions
                defined in this agreement shall bear the same meanings in schedules
                or
                annexures to this agreement which do not themselves contain their
                own
                definitions. 

            


    

     

    
      	2.	
              SHAREHOLDING
                IN THE COMPANY

            


    

     

    
      	
              2.1 

            	
              Forthwith
                after the signing of this agreement the parties shall cause the Company
                to
                sign all documentation to effect the following in respect of the
                Company:

            


    

     

    
      	2.1.1	
              The
                name of the Company shall be ALG BIO OILS LIMITED.
                

            


    

     

    
      	
              2.1.2

            	
              The
                Authorized share capital of the Company will be 1,000
                

            


    

     

    (one
      thousand) Ordinary Shares.

     

    
      	2.1.3	
              The
                issued share capital of the Company will be 1,000 (One thousand)
                Ordinary
                Shares. 

            


    

     

    
      	2.1.4	
              The
                main object and business of the Company will be to acquire and operate
                a
                bio fuel plant and will be described in the Articles of Incorporation
                of
                the Company as at date of
                incorporation.

            


    

     

    2.1.5   The
      auditors of the Company initially will be Willie Burger Auditors

     

    
      	2.1.6	
              The
                registered office of the Company initially will be the registered
                address
                of the Company as at date of
                incorporation.

            


    

     

    
      	2.1.7	
              The
                remaining terms of the Articles of Incorporation of the Company and
                the
                By-laws of the Company will be the Articles and Incorporation and
                By-laws
                as at date of incorporation, read simultaneously with the stipulations
                of
                this Shareholders’ Agreement.

            


    

     

    
      	2.1.8	
              ALG
                BIO OILS LIMITED is the 100% (one hundred percent) shareholder of
                ALG
                Western Oil (Pty) Ltd
                (2006/035439/07).

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              2.2 

            	
              Within
                14 (FOURTEEN) days after the date of signature of this Agreement
                -

            


    

     

    
      	2.2.1	
              the
                parties shall be obliged to procure that the Company ratifies and
                adopts
                in writing the provisions of this agreement and that the shares referred
                to in clauses 2.1.3 are duly allotted and issued against payment
                of the
                necessary subscription price into the name of
                Odyssey;

            


    

     

    
      	3.	
              CONFLICTS
                WITH MEMORANDUM AND/OR ARTICLES OF  INCORPORATION

            


    

     

    
      	
              3.1 

            	
              The
                Shareholders undertake forthwith hereafter to take all such steps
                and do
                all such things as may be necessary to alter the articles of incorporation
                and By-Laws of the Company so as to reflect, insofar as may be
                appropriate, the provisions of this
                agreement.

            


    

     

    
      	
              3.2 

            	
              Notwithstanding
                the provisions of clause 3.1 until such time as the articles of
                incorporation and By-Laws of
                the Company are amended as aforesaid, if there is any conflict between
                the
                provisions of this agreement and the memorandum and articles of
                association of the Company at any time, the provisions of this agreement
                shall prevail.

            


    

     

    
      	4.	
              APPOINTMENT
                OF DIRECTORS 

            


    

     

    Odyssey
      shall be entitled by written notice to the company to appoint 2 (TWO) directors
      of the Company and Trust shall be entitled by written notice to the company
      to
      appoint 2 (TWO) directors of the Company. Such shareholder shall be entitled
      to
      remove any such director appointed and to replace any such director who is
      so
      removed or who ceases for any other reason to be a director of the Company.
      No
      person other than a Shareholder or its nominee may be appointed as a director
      without the prior written approval of the other Shareholders, which undertake
      not to withhold such approval unreasonably.

     

    
      	5.	
              QUORUM
                FOR DIRECTORS’ MEETINGS 

            


    

     

    The
      quorum for any directors’ meetings of the Company shall be 2 (TWO) directors or
      the alternate(s) of any such directors.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	6.	
              QUORUM
                FOR SHAREHOLDERS’ MEETINGS


            


    

     

    The
      quorum for shareholders’ meetings of the Company shall be the Odyssey present in
      person or by proxy: Provided that if, within 30 (THIRTY) minutes from the time
      appointed for a meeting, a quorum is not present, the meeting shall stand
      adjourned to the same day in the next week, at the same time and place or,
      if
      that day be a public holiday, to the next succeeding day other than a Saturday,
      Sunday or public holiday and if, at such adjourned meeting, a quorum is not
      present within 30 (THIRTY) minutes from the time appointed for the meeting,
      the
      Shareholders then present in person or by proxy shall be a quorum.

     

    
      	7.	
              PRESIDING
                CHAIRMAN OF MEETING 

            


    

     

    Odyssey
      shall appoint the person to preside as the chairman of any shareholders’ or
      directors’ meeting. Such chairman shall not have a casting vote.

     

    
      	8.	
              RESOLUTIONS

            


    

     

    
      	
              8.1 

            	
              Resolutions
                of directors of the Company in order to be of force and effect must
                be
                approved by the majority of the directors present at a
                meeting.

            


    

     

    
      	
              8.2 

            	
              Resolutions
                of Shareholders of the Company (other than special resolutions) in
                order
                to be of force and effect must be approved by the majority of the
                Shareholders of the Company present at any meeting in person or by
                proxy.

            


    

     

    
      	9.	
              DEADLOCK

            


    

     

    
      	
              9.1 

            	
              If
                in terms of the aforegoing provisions, the required majority for
                the
                passing of a directors’ resolution cannot be obtained, such particular
                resolution only shall cease ipso
                facto
                to
                be within the directors’ domain and shall be put to the
                Shareholders.

            


    

     

    
      	
              9.2 

            	
              If
                in terms of the aforegoing provisions there is a deadlock between
                the
                Shareholders a dispute shall be deemed to exist between the Shareholders,
                which shall be dealt with as contemplated in clause 10.3. Any such
                deadlock shall not constitute a ground for the winding up of the
                Company.

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
      	
              9.3 

            	
              Any
                dispute between the Shareholders shall be submitted to informal
                arbitration on the following basis:

            


    

     

    
      	9.3.1	
              The
                parties shall use their best endeavors to ensure that the arbitration
                is
                held and concluded and a decision handed down within 14 (FOURTEEN)
                days
                after the arbitration has been
                demanded.

            


    

     

    
      	9.3.2	
              The
                arbitrator shall be a person nominated by the parties or failing
                agreement
                between them within 14 (FOURTEEN) days after the arbitration has
                been
                demanded shall be a person appointed by the president for the time
                being
                of the arbitration foundation with
                jurisdiction.

            


    

     

    
      	9.3.3	
              The
                arbitrator shall have the fullest and freest discretion with regard
                to the
                proceedings but shall make his decision in the best interests of
                the
                Company.

            


    

     

    
      	9.3.4	
              The
                arbitrator’s decision shall be deemed to be a resolution of the
                Shareholders and shall be final and binding. The arbitrator may make
                an
                award as to his costs.

            


    

     

    Pending
      the outcome of any arbitration, in the interim period, insofar as concerns
      the
      disputed resolution, the Company’s auditors shall determine in their sole and
      absolute discretion (acting as experts and not as arbitrators, their decision
      being final and binding on the parties) how the business of the Company should
      be conducted for that interim period.

     

     

    
      	10.	
              PRE-EMPTIONS
                AND TRANSFERS OF ORDINARY
                SHARES

            


    

     

    
      	
              10.1 

            	
              Unless
                otherwise agreed in writing by all the Shareholders of the Company,
                a
                Shareholder may sell or otherwise dispose of the ordinary shares
                held by
                it in the Company only in terms of this clause 10 and only if, in
                one and
                the same transaction, it likewise sells, disposes of or alienates
                a
                pro
                rata
                ordinary share
                of its claim against the Company on loan account (“the Loan Account”).
                Furthermore the provisions of this clause 10 shall also apply mutatis
                mutandis
                to
                any rights offers or allotments made to any ordinary Shareholders.
                Accordingly, all references in this clause 10 and in the lien,
                transmission and forfeiture provisions of the articles of association
                of
                the Company to the offer, sale, disposal, alienation, transfer or
                transmission of a ordinary share
                in the Company shall, unless the context otherwise requires, be deemed
                to
                apply also to the pro
                rata
                share of the Loan Account of the holder of such ordinary share
                and to any rights offers or
                allotments.

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    10.2

     

    
      	10.2.1	
              When
                it is intended to dispose of the ordinary shares
                of a Shareholder (other than in terms of clause 10.2), the disposer
                shall
                offer the ordinary shares
                in writing to Trust, stating the price (which shall sound in money
                in
                South African currency) and the terms of payment required by it and
                no
                other terms shall be stipulated save for that contemplated in clause
                10.7
                and if it intends selling to a particular third party if the offer
                is not
                accepted by Trust, it shall disclose the name of such third
                party.

            


    

     

    
      	10.2.2	
              If,
                within 7 (SEVEN) days after the receipt of the offer (during which
                period
                the offer shall be irrevocable), it is not accepted in writing in
                respect
                of all the shares offered, by Trust, the disposer may, within a further
                7
                (SEVEN) days, but not thereafter: Provided that the offeree Trust
                has
                consented in writing to the disposal of the ordinary shares (on the
                basis
                set out hereafter) to the named third party (which consent Trust
                undertakes shall not be unreasonably withheld by it), dispose of
                the
                ordinary shares
                offered (but not fewer) to the third party only, at a price not lower
                and
                on terms not more favourable to such person than the price and terms
                at
                and on which Trust was entitled to purchase them. If Trust fails
                or
                refuses unreasonably to consent in writing to the disposal to the
                named
                third party, the disposer shall not be entitled to require the Company
                to
                be wound up.

            


    

     

    
      	
              10.3 

            	
              Any
                disposal of ordinary shares
                to any non-shareholder of the Company shall be subject to the condition
                that the transferee shall undertake in writing not to operate in
                competition with the business of the Company, whilst it is a
                Shareholder.

            


    

     

    
      	
              10.4 

            	
              Subject
                to clause 10.7, transfer of any ordinary shares
                acquired in terms of this clause 10 shall be given to the person
                so
                acquiring them.

            


    

     

    
      	
              10.5 

            	
              Except
                as provided in clauses 10.2, 10.3, or in any written agreement in
                force
                between all the Shareholders, no share may be disposed of, pledged
                or
                transferred without the written consent of all Shareholders or the
                sanction of a resolution passed unanimously at a meeting at which
                all
                Shareholders were present or
                represented.

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
      	
              10.6 

            	
              Notwithstanding
                anything to the contrary herein contained, no ordinary share
                shall be transferred to a non-shareholder including the heirs or
                beneficiaries of any Shareholder unless it agrees to be bound by
                any
                written agreement in force between the Company and its Shareholders
                and/or
                between the Shareholders governing their relationship as Shareholders
                in
                the Company and nominates a domicilium
                citandi et executandi
                for the purposes of clause 17.

            


    

     

    
      	11.	
              BLANK

            


    

     

    
      	12.	
              CAPITAL
                AND LOAN ACCOUNTS

            


    

     

    
      	
              12.1 

            	
              The
                amount of funding required from time to time by the Company shall
                be
                determined by the board of directors of the
                Company.

            


    

     

    
      	
              12.2 

            	
              All
                funding required from time to time as determined in accordance with
                the
                provisions of clause 12.1, after having regard to such funding as
                is made
                available to the Company from outside sources.


            


    

     

    
      	
              12.3 

            	
              Save
                as may be otherwise determined by all the Shareholders of the Company
                in
                writing, shareholders’ Loan Accounts against the Company shall be subject
                to the following terms and
                conditions:

            


    

     

    
      	12.3.1	
              Subject
                to clause 12.4, they shall bear interest at the publicly quoted basic
                rate
                per annum ruling from time to time at which Bank of America lends
                on
                overdraft, compounded monthly in
                arrear.

            


    

     

    
      	12.3.2	
              Subject
                to clauses 12.3.3 and subject to the availability of funds of the
                Company,
                they shall be repaid as may be agreed from time to time between the
                Company and all its Shareholders.

            


    

     

    
      	12.3.3	
              They
                shall in any event be repaid on the granting of any order (whether
                provisional or final) placing the Company under judicial management
                or in
                liquidation.

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	13.	
              DIVIDENDS
                

            


    

     

    The
      Shareholders shall procure that the Company shall (subject to its present and
      reasonably anticipated future requirements of working and expansion capital
      and
      provided that the Company does not borrow funds in excess of its funding policy
      and gearing ratio from time to time to enable it to pay the dividend) declare
      and pay dividends as decided by the directors from time to time of the
      distributable profits of the Company (for which purpose secondary tax on
      companies in respect of the dividend in question shall be taken into account
      in
      determining the amount of the distributable profits) in each of its financial
      years which declaration and payment shall be made within 60 (SIXTY) days after
      the end of each financial year.

     

    
      	14.	
              INSPECTION
                OF BOOKS AND RECORDS 

            


    

     

    The
      books
      of account and other books and documents of the Company shall be kept at the
      registered office, and, subject to any reasonable restrictions as to the time
      and manner of inspecting the same that may be imposed by a resolution of the
      members of the Company in general meeting, shall be open to the inspection
      of
      the members during the hours of business.

     

    
      	15.	
              QUASI-PARTNERSHIP
                

            


    

     

    Shareholders
      shall owe to each other a duty of good faith at all times. Their relationship
      shall be construed as that of quasi-partners.

     

    
      	16.	
              WHOLE
                AGREEMENT, NO AMENDMENT

            


    

     

    
      	
              16.1 

            	
              This
                agreement constitutes the whole agreement between the parties relating
                to
                the subject matter hereof.

            


    

     

    
      	
              16.2 

            	
              No
                amendment or consensual cancellation of this agreement or any provision
                or
                term thereof or of any agreement, bill of exchange or other document
                issued or executed pursuant to or in terms of this agreement and
                no
                settlement of any disputes arising under this agreement and no extension
                of time, waiver or relaxation or suspension of any of the provisions
                or
                terms of this agreement or of any agreement, bill of exchange or
                other
                document issued pursuant to or in terms of this agreement shall be
                binding
                unless recorded in a written document signed by the parties. Any
                such
                extension, waiver or relaxation or suspension which is so given or
                made
                shall be strictly construed as relating strictly to the matter in
                respect
                whereof it was made or given.

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    
      	
              16.3 

            	
              No
                extension of time or waiver or relaxation of any of the provisions
                or
                terms of this agreement or any agreement, bill of exchange or other
                document issued or executed pursuant to or in terms of this agreement,
                shall operate as an estoppel against any party in respect of its
                rights
                under this agreement, nor shall it operate so as to preclude such
                party
                thereafter from exercising its rights strictly in accordance with
                this
                agreement.

            


    

     

    
      	
              16.4 

            	
              No
                party shall be bound by any express or implied term, representation,
                warranty, promise or the like not recorded herein, whether it induced
                the
                contract and/or whether it was negligent or
                not.

            


    

     

    
      	17.	
              DELIVERY
                ADDRESS

            


    

     

    
      	17.1	
              The
                parties choose as their delivery address for all purposes under this
                agreement, whether in respect of court process, notices or other
                documents
                or communications of whatsoever nature (including the exercise of
                any
                option), the following addresses:

            


    

     

    
      	17.1.1	
              Odyssey
                Oil & Gas, Inc.

            


    

    18
      George
      Avenue

    Rivonia,
      2128

    South
      Africa

    Telephone:
       +27
      (11)
      807-1446

    Fax:  +27
      (11)
      807-1449

     

    
      	
              17.1.2

            	
              Trust

            


    

    Limossol

    Cyprus

    Telephone: 

    Fax:  

     

    
      	
              17.1.3

            	
              The
                Company: 

            


    

    73
      Drakensberg Drive

    Waterkloof
      0181

    South
      Africa

    Telephone: +27
      (12)
      361-2212

    Fax:  +27
      (12)
      348=3565

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    
      	
              17.2

            	
              Any
                notice or communication required or permitted to be given in terms
                of this
                agreement shall be valid and effective only if in writing but it
                shall be
                competent to give notice by
                telefax.

            


    

     

    


     

    
      	
              17.3 

            	
              Any
                party may by notice to any other party change the physical address
                chosen
                as its delivery address for notices
                vis-à-vis
                that party to another physical address, or its telefax number: Provided
                that the change shall become effective vis-à-vis
                that addressee on the 10th business day from the deemed receipt of
                the
                notice by the addressee.

            


    

     

    
      	17.4	
              Any
                notice to a party:

            


    

     

    
      	17.4.1	
              sent
                by prepaid registered post (by airmail if appropriate) in a correctly
                addressed envelope to it at its delivery address shall be deemed
                to have
                been received on the 10th business day after posting (unless the
                contrary
                is proved);

            


    

     

    
      	17.4.2	
              delivered
                by hand to a responsible person during ordinary business hours at
                its
                delivery address shall be deemed to have been received on the day
                of
                delivery; or

            


    

     

    
      	17.4.3	
              sent
                by telefax to its chosen telefax number stipulated in clause 24.1,
                shall
                be deemed to have been received on the date of despatch (unless the
                contrary is proved).

            


    

     

    
      	17.5	
              Notwithstanding
                anything to the contrary herein contained a written notice or
                communication actually received by a party shall be an adequate written
                notice or communication to it notwithstanding that it was not sent
                to or
                delivered at its chosen delivery
                address.

            


    

     

    
      	18.	
              COSTS
                

            


    

     

    The
      costs
      of and incidental to the drawing and preparation of this agreement shall be
      borne by the parties equally.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


     

    SIGNED
      at
      Pretoria on this 16th day of June 2008

     

    Witnesses:

    
      	
               

              1.
                _________________________

            	 	 
	
               

              2.
                _________________________

            	 	
               

              By:/s/
                A.V. Johnson :President

            
	
              (Signatures
                of witnesses)

            	 	
              (Signature
                of Odyssey)

            


    

     

    


     

    


     

    SIGNED
      at
      Pretoria on this 16th day of June 2008

     

    Witnesses:

    
      	
               

              1.
                _________________________

            	 	 
	
               

              2.
                _________________________

            	 	
               

              By:/s/Nick
                Theunissen

            
	
              (Signatures
                of witnesses)

            	 	
              (Signature
                of Trust)

            


    

     

    


     

    


     

    SIGNED
      at
      Pretoria on this 16th
      day of
      June 2008

     

    Witnesses:

    
      	
               

              1.
                _________________________

            	 	 
	
               

              2.
                _________________________

            	 	
               

              By:/s/Nick
                Theunissen: Chairman

            
	
              (Signatures
                of witnesses)

            	 	
              (Signature
                for ALG)

            


    

    


     

    
      
         

      

      
        13