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                MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

         THIS MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (this
"Agreement"), dated and effective as of February 16, 2001 is by and between
ENVIRONMENTAL REMEDIATION HOLDINGS CORPORATION, a Colorado corporation
("COMPANY") and CHROME OIL SERVICES, LTD., a Bahaman corporation ("Chrome").

                              W I T N E S S E T H :

         WHEREAS, COMPANY desires that Chrome furnish COMPANY with certain
management, administrative, and other support services described in this
Agreement;

         NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         Section 1. RIGHTS AND DUTIES OF CHROME.

         (a) Upon the terms and subject to the conditions set forth herein,
Chrome agrees from and after the effective date hereof to provide the services
described in Section 2 (collectively, the "Services") to COMPANY.

         (b) COMPANY acknowledges and agrees that Chrome may, at its election,
cause one or more of it affiliates or third party contractors or service
providers to perform all or any portion of the Services.

         Section 2. DESCRIPTION OF SERVICES. Chrome and COMPANY agree that
Chrome shall provide the following Services to COMPANY:

         (a) Supplying such persons to serve as corporate officers and directors
of COMPANY as COMPANY may from time to time desire;

         (b) Assisting with formulation, implementation, and administration of
COMPANY policies and procedures;

         (c) Assisting with strategic planning for current and future business
activities of COMPANY;

         (d) Assisting with management activities of the COMPANY, including
without limitation negotiation and administration of contractual undertakings of
the COMPANY;

         (e) Providing such other management services as may mutually be agreed
upon by the parties hereto.

         (f) accounting and financial services, including opening and
administration of bank accounts, maintenance of books and records, accounting
systems and payroll systems;

         (g) advisory services relating to the preparation and filing of, and
assistance with respect to any required tax returns;


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         (h) the purchase and maintenance of insurance and the processing and
administration of insurance claims;

         (i) management information and system services, including computer
operations, data input, systems and programming and technical support;

         (j) office space and support staff on a shared non-dedicated basis at
the offices of Chrome in Houston; and

         (k) such other services as may mutually be agreed upon by the parties
hereto.

         Section 3.  ADMINISTRATION OF SERVICES.

         (a) Chrome shall keep the COMPANY fully informed of the Services
performed pursuant to this Agreement and shall cooperate with the COMPANY with
respect to the performance of Services. COMPANY shall have complete and full
access to all data, records, files, statements, invoices, billings and other
information generated by or in the custody of Chrome relating to the Services
provided pursuant to this Agreement during normal business hours and with prior
written notice to be first given.

         (b) COMPANY acknowledges and agrees that the Services shall be provided
only with respect to the business of COMPANY.

         (c) Each party shall (i) maintain confidential and secret all
confidential information that may be disclosed by the other party in connection
with the provision of the Services hereunder, (ii) restrict disclosure of such
confidential information to those of its employees who have a need to know such
information in order to comply with its obligations hereunder and (iii) employ
the same standards of care with respect to such confidential information as it
uses to protect its own confidential information. The obligations of this
Section 3(c) shall survive the expiration and termination of this Agreement for
a period of two (2) years. Nothing herein, however, shall prevent either party
from disclosing to others or using in any manner information which such party
can show:

                  (i)      has been published and become part of the public
                           domain other than by acts, omissions, or fault of
                           such party or such party's employees;

                  (ii)     has been furnished or made known to such party by
                           third parties other than those acting directly or
                           indirectly for or on behalf of the other party as a
                           matter of legal right without restriction on
                           disclosure; or

                  (iii)    was in such party's possession prior to the
                           disclosure thereof by one party to the other party;
                           or

                  (iv)     is required to be disclosed by law or a court of
                           competent jurisdiction.


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         Section 4.        COMPENSATION.

         (a)      Chrome shall be compensated for the performance of the
                  Services as follows:

                  (i)      COMPANY shall reimburse Chrome for the actual cost of
                           any goods or third party services purchased, leased
                           or otherwise procured by Chrome for the direct
                           benefit of COMPANY in accordance with this Agreement,
                           including the premium cost of the insurances and
                           deductibles thereunder as per Section 2(c) above
                           ("Direct Costs"); and

                  (ii)     COMPANY shall pay to Chrome a lump sum amount of
                           $68,000.00 per month which shall be inclusive of all
                           indirect general and administrative costs incurred by
                           Chrome plus margin thereon in performing the services
                           hereunder, including all corporate overhead costs and
                           expenses such as accounting, administrative,
                           secretarial or other services, office rent,
                           telephone, employee compensation and benefits, taxes,
                           depreciation and other expense items of a general and
                           administrative nature and any other expenses incurred
                           by Chrome that are reasonably necessary to the
                           performance of the Services (the "Service Fee"). The
                           Service Fee shall be adjusted from time to time to
                           reflect increases in such general and administrative
                           costs.

         (b)      Chrome shall invoice COMPANY by the last day of each month for
                  all Direct Costs and Service Fee incurred for the immediately
                  preceding month. All invoices shall provide COMPANY with an
                  account of all Direct Costs. All amounts shown on each invoice
                  shall be due and payable within 30 days of the date of the
                  invoice.

         (c)(i)            In the event COMPANY disputes any charges
                           invoiced by Chrome pursuant to this Agreement,
                           COMPANY shall deliver a written statement describing
                           the dispute to Chrome within 10 days following
                           receipt of the disputed invoice. Fees not so disputed
                           shall be deemed accepted and shall be payable as
                           provided in subsection (a) hereinabove. If the
                           parties cannot resolve the dispute in a mutually
                           satisfactory manner, the dispute shall be submitted
                           within 30 days from the date of notice to Pannell
                           Kerr Forster or its successor or another independent
                           public accountant mutually acceptable to the parties.
                           The independent public accountants will review the
                           books and records of COMPANY and Chrome, as the case
                           may be, and make such other investigation as they may
                           deem necessary to verify the invoice. The costs of
                           such accountants' fees shall be borne by COMPANY if
                           the invoice is determined to be substantially correct
                           and borne by Chrome if the disputed amount is
                           determined to be substantially incorrect. Pending any
                           such final determination, COMPANY agrees to pay the
                           undisputed amount to Chrome, with appropriated
                           adjustment thereto (including, without limitation,
                           interest at the rate of interest which commercial
                           banks charge to their most creditworthy customers
                           from the date of such payment) to be made following
                           such final determination.


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                  (ii)     COMPANY's receipt of any Service performed hereunder
                           shall be an unqualified acceptance of, and a waiver
                           by COMPANY of any and all Claims (as defined in
                           Section 6(c)(iv) with respect to, such Service unless
                           COMPANY gives Chrome notice of Claim within 30 days
                           after the end of the month in which the invoice for
                           such Service was received by COMPANY, except for any
                           Claims arising from the bad faith, gross negligence
                           or willful misconduct of Chrome or its affiliates
                           (other than COMPANY).

         (d) In addition to any other amounts payable to Chrome hereunder,
COMPANY shall reimburse Chrome for any taxes, excises, imposts, duties, levies,
withholdings or other similar charges (excepting any charges based on net
income) that Chrome may be required to pay on account of COMPANY in connection
with its performance of Services.

         Section 5. TERMS OF AGREEMENT; TERMINATION. This Agreement shall
commence on the effective date hereof and shall remain in effect on an evergreen
basis until terminated by either party upon the giving of the other party thirty
(30) days prior written notice.

         Section 6. LIMITATION OF LIABILITY; WARRANTY, INDEMNIFICATION.

         (a) Chrome makes no representation or warranty whatsoever, express or
implied, with respect to the Services. In no event shall Chrome be liable to
COMPANY for (i) any loss, cost or expense arising or resulting from, directly or
indirectly, in any way to the performance of this Agreement or breach hereof
including the provision or failure to provide the Services called for hereunder,
except for the bad faith, gross negligence or willful misconduct of Chrome or
(ii) any special, indirect, incidental, or consequential damages arising or
resulting, directly or indirectly, from any error or omission in the performance
or breach of this Agreement including the provision or failure to provide the
Services called for hereunder, regardless of how such Claim arose and even if
caused by the negligence, whether sole or concurrent or active or passive, gross
negligence, of other legal fault, including strict liability, of Chrome. EXCEPT
AS STATED ABOVE, THERE ARE NO WARRANTIES RELATING TO THE SERVICES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         (b) Neither Chrome nor COMPANY shall be liable for any loss or damage
or any nonperformance, partial or whole, under this Agreement, caused by any
strike, labor troubles, riot, act of a public enemy, insurrection, act of God,
or any law, rule or regulation promulgated by any governmental body or agency,
or any demand or requisition of any governmental body or agency, or any other
cause beyond the control of the parties hereto.

         (c)(i)   COMPANY releases Chrome from any liability to COMPANY for, and
                  COMPANY will defend, indemnify and hold harmless Chrome from
                  and against all Claims by COMPANY arising or resulting from,
                  directly or indirectly, in any way to the performance of this
                  Agreement or breach hereof including the provision or failure
                  to provide the Services called for hereunder, regardless of
                  how such Claim arose and even if caused by the negligence,
                  whether sole or concurrent or active or passive of other legal
                  fault, including strict liability, of Chrome or its affiliates
                  (other than COMPANY), except for


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                  any Claims arising from the bad faith, gross negligence or
                  willful misconduct of Chrome.

         (ii)     Chrome releases COMPANY from any liability to Chrome for, and
                  Chrome will defend, indemnify and hold COMPANY harmless from
                  and against all Claims by Chrome arising or resulting from,
                  directly or indirectly, in any way to the performance of this
                  Agreement or breach hereof, regardless of how such Claim arose
                  and even if caused by the negligence, whether sole or
                  concurrent or active or passive of other legal fault,
                  including strict liability, of COMPANY, except for any Claims
                  arising from the bad faith, gross negligence or willful
                  misconduct of COMPANY.

         (iii)    COMPANY will defend, indemnify and hold Chrome harmless from
                  and against all Claims by third parties arising or resulting
                  from, directly or indirectly, in any way to the performance of
                  this Agreement or breach hereof including the provision or
                  failure to provide the Services called for hereunder,
                  regardless of how such Claim arose and even if caused by the
                  negligence, whether sole or concurrent or active or passive of
                  other legal fault, including strict liability, of Chrome or
                  its affiliates (other than COMPANY), except for any Claims
                  arising from the bad faith, gross negligence or willful
                  misconduct of Chrome.

         (iv)     For the purpose of this Agreement, "Claims" means all suits,
                  actions, claims and demands, by whomever brought, based on
                  personal injury, death or loss of or damage to or loss of use
                  of property or property rights, breach of or termination of
                  contract, or other economic damage of any kind, whenever
                  occurring, suffered or incurred. All references to "COMPANY"
                  in this Agreement shall be deemed to include for all purposes,
                  including the benefit of any release, indemnification, and
                  exculpatory provisions, COMPANY and its affiliates (other than
                  Chrome) and their respective officers, directors, employees,
                  and agents. All references to "Chrome" in this Agreement shall
                  be deemed to include for all purposes, including the benefit
                  of any release, indemnification, and exculpatory provisions,
                  Chrome and its affiliates (other than COMPANY) and their
                  respective officers, directors, employees, and agents.

         (d)(i)   If any Claim is made or asserted by a third party against
                  Chrome for which Chrome is entitled to indemnification under
                  this Section 6, Chrome shall, with reasonable promptness, give
                  COMPANY written notice of the Claim or assertion of liability
                  and request COMPANY to defend against the Claim. Failure to
                  notify COMPANY shall not relieve COMPANY of any liability
                  which COMPANY might have to Chrome, unless such failure
                  materially prejudices COMPANY's position. COMPANY shall have
                  the right to defend against the Claim, in which event COMPANY
                  shall give written notice to Chrome of acceptance of the
                  defense of such Claim and the identity of counsel selected by
                  COMPANY with respect to such matters. In the event COMPANY
                  does not accept the defense of the Claim as provided above or
                  in the event that COMPANY or its counsel fails to use
                  reasonable care in maintaining such defense, Chrome, upon
                  written notice to COMPANY, shall


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                  have the right to employ counsel for such defense at the
                  expense of COMPANY. Chrome and COMPANY shall cooperate with
                  one another in the defense of any such Claim and the relevant
                  records and personnel of each shall be available to the other
                  with respect to such defense. Provided that COMPANY accepts
                  the defense of the Claim, it shall not be liable for any
                  amount hereunder arising out of any settlement of any Claim
                  made without its consent.

         (ii)     If any Claim is made or asserted by a third party against
                  COMPANY for which COMPANY is entitled to indemnification under
                  this Section 6, COMPANY shall, with reasonable promptness,
                  give Chrome written notice of the Claim or assertion of
                  liability and request Chrome to defend against the Claim.
                  Failure to notify Chrome shall not relieve Chrome of any
                  liability which Chrome might have to COMPANY, unless such
                  failure materially prejudices Chrome's position. Chrome shall
                  have the right to defend against the Claim, in which event
                  Chrome shall give written notice to COMPANY of acceptance of
                  the defense of such Claim and the identity of counsel selected
                  by Chrome with respect to such matters. In the event Chrome
                  does not accept the defense of the Claim as provided above or
                  in the event that Chrome or its counsel fails to use
                  reasonable care in maintaining such defense, COMPANY, upon
                  written notice to Chrome, shall have the right to employ
                  counsel for such defense at the expense of Chrome. Chrome and
                  COMPANY shall cooperate with one another in the defense of any
                  such Claim and the relevant records and personnel of each
                  shall be available to the other with respect to such defense.
                  Provided that Chrome accepts the defense of the Claim, it
                  shall not be liable for any amount hereunder arising out of
                  any settlement of any Claim made without its consent.

         Section 7. RELATIONSHIP OF PARTIES.

         Nothing contained in this Agreement (a) shall constitute Chrome and
COMPANY as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (b) shall be construed to
impose any liability as such on either of them, (c) shall be deemed to confer on
either of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the other, or (d) shall be deemed to, or in
fact, create any benefit for, or impose any obligation on the parties in favor
of, any person not party to this Agreement. COMPANY shall ratify and confirm all
that shall be done by Chrome under and in accordance with the terms of this
Agreement.


         Section 8. MISCELLANEOUS.

         (a) This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters set forth in this Agreement. This Agreement
shall not be amended, modified or supplemented except by an instrument in
writing executed by each of the parties hereto.


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         (b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery, certified or registered mail, return
receipt requested or telecopy transmission with confirmation of receipt to the
address of each of the parties set forth opposite the signature of such party on
the signature page hereof. All notices and communications shall be deemed given
upon receipt thereof.

         (c) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Texas.

         (d) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. This Agreement
shall not be assignable by any party hereto without the prior written consent of
the other party.

         (e) This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


Addresses for Notices:            ENVIRONMENTAL REMEDIATION HOLDINGS CORPORATION

5444 Westheimer
Suite 1570
Houston, Texas  77056
                                  By: /s/ Chude Mba
                                      ------------------------------------
                                  Name: Chude Mba
                                  Title: President


                                  CHROME OIL SERVICES, LTD
5444 Westheimer
Suite 1570
Houston, Texas  77056
                                  By: /s/ Sir Emeka Offor
                                      ------------------------------------
                                  Name: Sir Emeka Offor
                                  Title: Chairman


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