exhb101.htm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      10.1

    


    ASSIGNMENT
      AGREEMENT FOR EXPLORATION BLOCKS

     IN
      ARAB REPUBLIC OF EGYPT

    


    THIS
      ASSIGNMENT AGREEMENT FOR EXPLORATION BLOCKS IN ARAB REPUBLIC OF EGYPT
      (hereinafter referred to as this “AssignmentAgreement”)
      made this 8th
      day of January, 2008 with an
      effective date of December 31,
      2007 (the “Effective
      Date”).

    


    BETWEEN:

    


    Gujarat
      State Petroleum Corporation
      Limited, a company organized and existing under the laws of India having
      its registered office at GSPC Bhavan, behind Udyog Bhavan, Sector-11,
      Gandhinagar, Gujarat 382011, India (hereinafter referred to as “GSPC”)

    


    OF
      THE
      FIRST PART;

    


    AND

    


    GeoGlobal
      Resources (Barbados)
      Inc., a company whose registered office is at Chamberlain Place, Broad
      Street, Bridgetown, Barbados, West Indies with its corporate head office at
      310,
      605 – 1st
      Street
      SW, Calgary, Alberta, T2P 3S9, Canada, (hereinafter referred to as “GGRB”)

    


    OF
      THE
      SECOND PART

    


    (GSPC
      and
      GGRB shall hereinafter collectively be referred to as “Parties” and individually as
      a
“Party”)

    


    WHEREAS:

    


    
      	
              (a)  

            	
              The
                Parties and Alkor Petroo Limited (“Alkor”) entered
                into a
                Joint Study & Bid Agreement dated July 13, 2006 (hereinafter referred
                to as “JSBA”) for
                participation in blocks offered under bid round by Arab Republic
                of
                Egypt.

            


    

    


    
      	
              (b)  

            	
              The
                consortium comprising of GSPC, GGRB and Alkor was successful in their
                bids
                for two exploration blocks namely the E-GAS Block 6 offshore (also
                referred to as “N.
                Hap’y”) and the GANOPE Block 8 onshore (also referred to as “South Diyur”)
                (N. Hap’y
                and South Diyur are hereinafter collectively referred to as the “Exploration
                Blocks”).

            


    

    


    
      	
              (c)  

            	
              GGRB
                irrevocably agrees to assign its 30% (thirty percent) participating
                interest in the Exploration Blocks (“GGRB Participating
                Interest”) in favour of GSPC, subject to the terms and conditions
                set out herein.

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    NOW
      THEREFORE THIS ASSIGNMENT
      AGREEMENT WITNESSETH that in consideration of the mutual covenants and
      agreements herein contained, GSPC and GGRB hereto agree as follows:

    


    
      	
              1.  

            	
              Terms
                and Conditions of Assignment:

            


    

    


    
      	
              (a)  

            	
              GGRB
                hereby assigns all of the GGRB Participating Interest in the Exploration
                Blocks to GSPC effective as of the Effective
                Date.

            


    

    


    
      	
              (b)  

            	
              GGRB
                hereby waives any right to claim any amounts paid by it and/or any
                other
                benefits whatsoever in respect of any work done and/or expenditure
                incurred for the Exploration Blocks prior to the Effective Date of
                this
                Assignment Agreement.  For greater clarity those amounts
                are:

            


    

    


    
      	
               

            	
              (i)
                the amount of the retainer fees paid to Alkor for the account of
                Seaharvest FZ Environmental & Oil Services, Egypt (“Seaharvest”) being
                US$45,000 (United States dollars forty-five thousand) representing
                30%
                (thirty percent) of the retainer fee of US$150,000 (United States
                dollars
                one hundred and fifty thousand) to Seaharvest, for the support of
                the
                ongoing bids in the Exploration Blocks and to cover all of its costs
                during the tender evaluation and awarding process; and
                

            


    

    
      	
               

            	
              (ii)

            	
              the
                amount of the success fees paid to Alkor for the account of Seaharvest
                being US$375,000 (United States dollars three hundred and seventy-five
                thousand) which represents 30% (thirty percent) of the success fee
                of
                US$1,000,000 (United States dollars one million) for the contract
                in E-GAS
                Block 6 and 30% (thirty percent) of the success fee of US$250,000
                (United
                States dollars two hundred and fifty thousand) for the contract in
                GANOPE
                Block 8; and 

            


    

    
      	
               

            	
              (iii)

            	
              the
                amount of the administrative fees and signature bonus paid to GSPC
                for the
                account of E-GAS Block 6 being US$1,518,000 (United States dollars
                one
                million five hundred and eighteen thousand) which represents 30%
                (thirty
                percent) of the administrative fee of US$60,000 (United States dollars
                sixty thousand) and 30% (thirty percent) of the signature bonus of
                US$5,000,000 (United States dollars five million) for the contract
                in
                E-GAS Block 6; and 

            


    

    
      	
               

            	
              (iv)

            	
              the
                amount of the administrative fees and signature bonus paid to GSPC
                for the
                account of GANOPE Block 8 being US$468,000 (United States dollars
                four
                hundred and sixty-eight thousand) which represents 30% (thirty percent)
                of
                the administrative fee of US$60,000 (United States dollars sixty
                thousand)
                and 30% (thirty percent) of the signature bonus of US$1,500,000 (United
                States dollars one million five hundred thousand) for the contract
                in
                GANOPE Block 8; and 

            


    

    
      	
               

            	
              (v)

            	
              GGRB
                invoice dated August 1, 2006 in the amount of US$304,628.45 (United
                States
                dollars three hundred and four thousand six hundred and twenty-eight
                and
                forty-five cents) for costs and services provided by GGRB in connection
                with the study prepared for the joint bid.


            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              (c)  

            	
              GSPC
                will release and direct that the funds it obtained by calling on
                GGRB’s
                bank guarantees dated July, 26, 2007 in the amount of US$ 270,000
                and US$
                900,000 be applied to new bank guarantees in the same amounts to
                be
                provided by GGRB in favour of GSPC. GGRB will give similar direction
                to
                the Bank. These new bank guarantees will remain in place in accordance
                with the Option Agreement. Should GGRB exercise the option defined
                under
                the Option Agreement, these new bank guarantees will be released
                to GGRB.
                Should GGRB however, fail to exercise the option by April 30, 2008
                or by
                such other date agreed to by GGRB and GSPC then these new bank guarantees
                will be forfeited and amount thereof will be credited in favour of
                GSPC.
                Further, GGRB shall waive any and all rights whatsoever in respect
                of
                them.

            


    

    


    
      	
              (d)  

            	
              GGRB
                shall have no obligation to GSPC concerning the GGRB Participating
                Interest for the period prior to Effective Date except for those
                set out
                in Clause 1(b) and (c).

            


    

    


    
      	
              (e)  

            	
              GSPC
                confirms that as of the Effective Date it has not incurred any exploration
                expenses concerning the Exploration
                Blocks.

            


    

    


    
      	
              (f)  

            	
              GSPC
                confirms that it has not and will not enter into any contractual
                or other
                obligations in reliance of the Powers of Attorney’s to be provided in
                accordance with Clause 2(a) save and except for signing the Concession
                Agreements for the Exploration Blocks for which GSPC is providing
                indemnification in accordance with Clause 1(j) and for recording
                the
                assignment of the GGRB Participating Interest in favour of
                GSPC.

            


    

    


    
      	
              (g)

            	
              Subject
                to the provisions of Clause 1(i), GSPC agrees that it shall be liable
                for
                all of the obligations arising out of and / or in connection with
                the GGRB
                Participating Interest with effect from and after the Effective Date.
                

            


    

    


    
      	
              (h)

            	
              Further,
                the Parties agree that GSPC shall be entitled to all the benefits
                and
                shall be entitled to exercise all the rights arising out of and in
                relation to the GGRB Participating Interest from the Effective Date.
                

            


    

    


    
      	
              (i)

            	
              GSPC
                shall be responsible for the payment of all of GGRB Participating
                Interest
                share of all costs and all liabilities with respect to the applicable
                Concession Agreements, executed or to be executed, with respect to
                the
                Exploration Blocks, provided in the event GGRB exercises its option
                to
                participate up to a 30% (thirty percent) participating interest
                ("Elected Participating Interest) in both the Exploration Blocks,
                and a
                corresponding participating interest in the Concession Agreements
                to the
                Exploration Blocks by paying their pro rata share (equal to their
                Elected Participating Interest) of all costs and expenses incurred
                from
                and after the "Effective Date" of the Option Agreement dated 8th
                January,
                2008 ("Option Agreement") with respect to the Exploration Blocks. 
                For avoidance of doubt, it is clarified that in the event GGRB exercises
                the option to participate in the Exploration Blocks in the manner
                provided
                in this Clause 1(i) and in accordance with the terms of the Option
                Agreement, GSPC shall have no further obligation under this Assignment
                Agreement and under the Option Agreement for the payment for any
                costs and
                expenses with respect to the Elected Participating Interest from
                and after
                the Effective Date of the Option
                Agreement.  

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              (j)

            	
              Parties
                acknowledge that GSPC will be required to execute the Concession
                Agreement
                on behalf of GGRB despite this Assignment Agreement. Subject to the
                provisions of Clause 1(i), GSPC shall indemnify and hold harmless
                GGRB
                against all suits, proceedings, liabilities, obligations, expenses,
                responsibilities, losses, damages, claims, demands, actions, costs
                and
                expenses that GGRB may be subjected to, arising out of or in connection
                with GGRB Participating Interest with respect to the Concession Agreement
                up to the date of exercise of option or the end of the last date
                for the
                exercise of the option (as the case may be), by GGRB, under the Option
                Agreement. In the event, GGRB fails to exercise the option, this
                indemnity
                will continue up to the date on which assignment by GGRB in favour
                of GSPC
                (or any other person designated by GSPC) is approved by the Egyptian
                Government. 

            


    

    


    
      	
               

            	
               Further
                Assurance:

            


    

    


    
      	
              (a)

            	
              GGRB
                hereby agrees to provide GSPC the necessary documentary support such
                as a
                Power of Attorney (“POA”), authorization,
                affidavit, undertaking and such other document(s) and full co-operation,
                as may be required, to execute and/or amend the Concession Agreement
                and
                any other documentation as may be required to reflect that GSPC (or
                any
                other person designated by GSPC) has been transferred, and is entitled
                to,
                the GGRB Participating Interest in the Exploration Blocks.
                

            


    

    


    
      	
               

            	
              (b)
                GGRB and GSPC shall co-operate and undertake all necessary action
                (including liasioning with the Government of the Arab Republic of
                Egypt,
                GANOPE, E-GAS, contractors, etc) as may be required to give effect
                to the
                assignment of GGRB Participating Interest, in favour of GSPC (or
                any other
                person designated by GSPC). 

            


    

    


    
      	
               

            	
              (c)
                GGRB and GSPC agree to act in good faith and not to undertake any
                action
                which is prejudicial to interest of GGRB, GSPC or Alkor under the
                Concession Agreement, the JSBA, or any related agreements.
                

            


    

    


    
      	
               

            	
              (d)
                GGRB agrees to undertake all such actions as may be required to ensure
                that POA or the equivalent authorisation is duly notarised and legalised
                by the competent authorities including Egyptian Consulate in the
                country
                where GGRB is located. GGRB covenants and agrees to submit in trust
                such
                documentation to facilitate the signing of the Concession Agreement.
                

            


    

    


    
      	
              (e)

            	
              Upon
                execution of the Concession Agreement, the Parties hereby agree that
                GGRB
                or GSPC (acting as its valid Power of Attorney holder in terms of
                Clause
                2(a) above) shall take all further steps to record the assignment
                of the
                GGRB Participating Interest in favour of GSPC. Nothing herein shall
                preclude the Parties from any actions required to assign GGRB
                Participating Interest in favour of GSPC.


            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              (f)

            	
              Each
                of the Parties represent that they have the necessary powers and
                authority
                to enter into this Assignment Agreement and perform the obligations
                envisaged herein. 

            


    

    


    3.       
      Amendment:

    


    No
      amendment to this Assignment Agreement shall be valid and binding unless set
      forth in writing and duly executed by the Parties.

    


    4.       
      Governing Law and Arbitration:

    


    
      	
              (a)

            	
              This
                Assignment Agreement shall be governed by laws of India.
                

            


    

    


    
      	
              (b)

            	
              Any
                dispute arising in connection with or with respect to validity of
                this
                Assignment Agreement shall be finally resolved through arbitration
                in
                accordance with the provisions of the Arbitration and Conciliation
                Act,
                1996. Proceedings of arbitration shall be held in Ahmedabad and shall
                be
                conducted in English. Each Party shall appoint one arbitrator and
                the two
                arbitrators so appointed shall appoint the third arbitrator.
                

            


    

    


    
      	
              5.

            	
              Counterpart
                Execution: 

            


    

    


    This
      Assignment Agreement may be executed in any number of counterparts, all of
      which
      taken together shall constitute one and the same understanding, and any Party
      may enter into this Assignment Agreement by executing a counterpart.

    


    


    EXECUTED
      in Gandhinagar,
      Gujarat

    


    


    


    by:
      /s/ M.Y. Farooqui

    GM
      (P&D)

    Signed
      for and on behalf
      of                                                                                                


    
      	
               

            	
              GUJARAT
                STATE PETROLEUM CORPORATION LIMITED


            


    

    


    


    by:
      /s/ Allan J. Kent,

    Executive
      Vice President and Chief Financial Officer

    
      	
               

            	
              Signed
                for and on behalf of 

            


    

    
      	
               

            	
              GEOGLOBAL
                RESOURCES (BARBADOS)
                INC.