Exhibit
      10.19

     

    
      
        	
                Page
                  one

              	
                COPY

              	
                NZ
                  386/2008

              
	 	 	
                N
                  419/2008

              


      

      


       



     

    NOTARIAL
      DEED

    


    Made
      out
      on 17/07/2008 (July the seventeenth, two thousand and eight) by JUDr. Roman
      Hochman, notary public in Prague, in the notary’s office in Prague 1, Hybernská
1032/9. 

    


    Present
      in the notary’s office was the below mentioned party, claiming to be of full
      legal capacity, whose identity had been verified by a valid official ID:


    


    JUDr.
      Richard Čičko, birth certificate No. 730504/3328, attorney with registered
      office in Prague 7, Milady Horákové 533/28, postal code 170 00, ČAK certificate
      No. 9679, representing on behalf of written powers of attorney issued on 11
      June
      2008 and 1 July 2008 both founders of the following limited liability
      companies:
      

    


    
      	·  	
              TOT
                Energy, Inc., Registration No. 3762193, with registered office in
                the
                United States of America, 201 S. Biscayne Blvd., Suite 2804, Miami,
                Fl
                33131; 

            


    

    
      	·  	
              Korlea
                Invest Holding AG, Registration No. CH-320.4.056.902-0, with registered
                office in Switzerland, Vordergasse 3, 8200 Schaffhausen.
                

            


    

    


    On
      behalf
      of the aforementioned founders, Richard Čičko has requested the establishment of
      a limited liability company and the execution of the Memorandum of Association:
      

    


    Memorandum
      of Association

    of
      a Limited Liability Company

    


    I.
      Fundamental Provisions

    


    Article
      1

    Business
      Firm, Registered Office and Legal Form of the Company

    


    1.
      Business firm: 

    Korlea
      - TOT Energy s.r.o. 

    


    2.
      Registered office of the Company: 

    Prague.

    


    3.
      Legal
      form: 

    Limited
      liability company. 

    


    Article
      2

    Line
      of Activity and Business

    


    The
      Company’s line of activity
      is:

    lease
      of
      property, apartments and commercial premises.

    


    The
      Company’s line of business
      is:

    
      	·  	
              trading
                in gas;

            


    

    
      	·  	
              gas
                distribution;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Page
      two

    


    
      	·  	
              gas
                storage;

            


    

    
      	·  	
              gas
                production;

            


    

    
      	·  	
              trade
                in electricity;

            


    

    
      	·  	
              distribution
                of electricity;

            


    

    
      	·  	
              production
                of electricity;

            


    

    
      	·  	
              production
                of heat energy;

            


    

    
      	·  	
              delivery
                of heat energy;

            


    

    
      	·  	
              distribution
                of heat energy;

            


    

    
      	·  	
              production
                and delivery of heat energy not subject no license, produced from
                heat
                energy sources with an installed output of one source above 50
                kW;

            


    

    
      	·  	
              production
                and processing of fuels and
                lubricants;

            


    

    
      	·  	
              business
                in the field of hazardous waste
                disposal;

            


    

    
      	·  	
              production,
                trading and services not listed in Annexes 1 to 3 of the Trade
                Law:

            


    

    
      	 	lines of activity:


    

    
      	-  	
              production
                of food and starch industry
                products;

            


    

    
      	-  	
              mediation
                of business and services;

            


    

    
      	-  	
              wholesale
                and retail trade;

            


    

    
      	-  	
              advisory
                and consulting activities, completion of expert studies and
                assessments;

            


    

    
      	-  	
              lease
                and rental of movable property;

            


    

    
      	-  	
              advertising
                activities, marketing, media
                agency;

            


    

    
      	-  	
              services
                in administration and services of organizational and economic
                nature;

            


    

    
      	-  	
              provision
                of technical services;

            


    

    
      	-  	
              real
                estate brokerage, property administration and
                maintenance;

            


    

    
      	-  	
              waste
                disposal, with the exception of hazardous
                waste;

            


    

    
      	-  	
              production,
                business and services not included in any other
                category.

            


    

    


    Article
      3

    Partners
      and Registered Capital

    


    1.
      The
      partners in the Company are:

    
      	·  	
              The
                company TOT Energy, Inc., Registration No. 3762193, with registered
                office
                in the United States of America, 201 S. Biscayne Blvd., Suite 2804,
                Miami,
                Fl 33131;

            


    

    
      	·  	
              The
                company Korlea Invest Holding AG, Registration No. CH-320.4.056.902-0,
                with registered office in Switzerland, Vordergasse 3, 8200
                Schaffhausen.

            


    

    


    Each
      partner may only participate in the Company’s registered capital by one deposit.
      The total deposit amount must correspond to the amount of the Company’s
      registered capital.

    


    2.
      Amount
      of deposit made by each partner and the scope of its repayment:

    
      	·  	
              TOT
                Energy, Inc., Registration No. 3762193, with registered office in
                the
                United States of America, 201 S. Biscayne Blvd., Suite 2804, Miami,
                Fl
                33131 - financial deposit of CZK
                816,000;

            


    

    
      	·  	
              Korlea
                Invest Holding AG, Registration No. CH-320.4.056.902-0, with registered
                office in Switzerland, Vordergasse 3, 8200 Schaffhausen - financial
                deposit of CZK 784,000.

            


    

    


    The
      financial deposits must be paid up to a special bank account within 90 days
      from
      the date of execution of this Notarial Deed, but no later than by the day of
      submission of application for the registration of the Company in the Commercial
      Register. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Page
      three

    


    Prior
      to
      the Company’s registration, the paid-up capital deposits or parts thereof shall
      be administered by the capital administrator.

    


    The
      founding company Korlea Invest Holding AG, Registration No. CH-320.4.056.902-0,
      with registered office in Switzerland, Vordergasse 3, 8200 Schaffhausen, has
      been appointed capital administrator. The title to the deposits or parts thereof
      paid up prior to the Company’s registration, or other possible rights to such
      deposits, shall pass to the Company on the day of its registration.

    


    The
      capital administrator shall issue a written confirmation of payment of the
      deposit or a part thereof by each partner, which shall then be attached to
      the
      application for the Company’s registration in the Commercial
      Register.

    


    The
      Company’s registered capital is CZK 1,600,000 (that is one million and six
      hundred thousand Czech crowns).

    


    Article
      4

    Rights
      and Obligations of the Partners

    


    Partners
      must repay their deposit no later than within five years since accepting the
      obligation to increase the deposit or make a new deposit. A partner who has
      failed to repay the prescribed amount of financial deposit within the above
      deadline shall pay interest on overdue payment in the amount of 20 percent
      of
      the sum due.

    


    A
      partner
      who fails to fulfill their obligation even within an extended deadline may
      be
      excluded from the Company by the General Meeting. The excluded partner’s
      business share shall pass to the Company, who may then transfer it to another
      partner or a third party. Such a transfer shall be decided upon by the General
      Meeting. If the excluded partner’s business share is not transferred, the
      General Meeting shall decide, within six months from the day of the partner’s
      exclusion, either to reduce the registered capital by the excluded partner’s
      deposit, or to have the excluded partner’s business share taken over by other
      partners, in the proportion corresponding to their own business shares, for
      a
      consideration corresponding to the settlement amount. Otherwise the court may
      dissolve the Company and order its liquidation even without a motion. Upon
      the
      decision of the General Meeting to divide such a business share among the
      remaining partners, the divided business share shall pass to the partners under
      the conditions specified by the General Meeting.

    


    The
      partners shall exercise their rights regarding the management of the Company
      and
      supervision of its activities at the General Meeting.

    


    II.
      Corporate Structure

    


    Article
      5

    General
      Meeting

    


    The
      General Meeting is the supreme body of the Company.

    


    Pursuant
      to the provisions of Section 25, subsections 1 and 2 of the Commercial Code,
      the
      General Meeting has the competence to decide in the following
      matters:

    
      	a)  	
              approval
                of acts taken on behalf of the Company prior to its registration
                pursuant
                to Section 64;

            


    

    
      	b)  	
              approval
                of the ordinary, extraordinary, consolidated, and in legally defined
                instances the interim financial statement; distribution of profit
                and
                settlement of losses;

            


    

    
      	c)  	
              approval
                of the Statutes and amendments
                thereto;

            


    

    
      	d)  	
              decision
                concerning amendments to the contents of the Memorandum of Association,
                if
                not made based on other legal facts (Section
                141);

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Page
      four

    


    
      	e)  	
              decision
                to increase or reduce the registered capital, or to accept a non-monetary
                deposit, or to set off a monetary receivable against the Company
                against a
                claim for capital deposit
                repayment;

            


    

    
      	f)  	
              appointment,
                dismissal and remuneration of managing
                directors;

            


    

    
      	g)  	
              appointment,
                dismissal and remuneration of members of the Supervisory
                Board;

            


    

    
      	h)  	
              exclusion
                of a partner pursuant to Sections 113 and
                121;

            


    

    
      	i)  	
              appointment,
                dismissal and remuneration of a liquidator, and decision on the
                dissolution of the Company with a
                liquidation;

            


    

    
      	j)  	
              approval
                of contracts specified in Section
                67a;

            


    

    
      	k)  	
              decision
                on a merger, transfer of capital to a partner, division and change
                in the
                Company’s legal form;

            


    

    
      	l)  	
              approval
                of a controlling contract (Section 190b), profit transfer agreement
                (Section 190a) and a contract on silent partnership, and amendments
                thereto;

            


    

    
      	m)  	
              approval
                of the contract on appointment for a position (Section 66, subsection
                2);

            


    

    
      	n)  	
              other
                issues entrusted in the competence of the General Meeting by the
                law or
                the Memorandum of Association;

            


    

    
      	o)  	
              appointment
                and dismissal of proxies.

            


    

    


    The
      General Meeting may reserve the right to decide in matters that are otherwise
      in
      the competence of other bodies of the company.

    


    The
      General Meeting shall elect its chairman and minutes clerk. Until a chairman
      is
      elected, the General Meeting will be chaired by the Executive Director or an
      authorized partner. Vote count shall be performed by the chairman. The Executive
      Director shall ensure that minutes are taken of the General Meeting, which
      will
      then be sent to all partners without unreasonable delay at the Company’s cost.
      The minutes shall be signed by the chairman and minutes clerk.

    


    The
      General Meeting will have a quorum
      if
      partners with at least 2/3 of all votes are present.

    


    Each
      partner shall have one vote per each CZK 1,000 of their capital
      deposit.

    


    The
      General Meeting shall decide
      by a
      two-third majority of the votes of all partners.

    


    The
      Executive Director shall convene a General Meeting at least once a year. A
      General Meeting approving the ordinary financial statement must be convened
      no
      later than within six months from the last day of the accounting period
      concerned.

    


    Partners
      shall be notified of the date and agenda of a General Meeting at least 15 days
      prior to its date, by means of a written invitation. Items of the agenda not
      mentioned in the invitation may only be discussed at the General Meeting if
      all
      partners are present. A partner may waive the right to a timely invitation
      for a
      General Meeting or its convocation, in a manner prescribed by law or the
      Memorandum of Association, by means of a statement which must be included in
      the
      minutes of the General Meeting, or in the notarial deed recording the General
      Meeting’s decision; otherwise it must be made in the form of a notarial
      deed.

    


    Article
      6

    Executive
      Director

    


    The
      Company’s authorized representatives shall be two Executive
      Directors.

    


    The
      Executive Director is in charge of the Company’s business management. Both
      Executive Directors are jointly authorized to decide in matters of the Company’s
      business management.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Page
      five

    


    The
      Executive Directors act jointly on behalf of the Company.

    


    The
      following persons have been appointed the first Executive Directors of the
      Company:

    
      	·  	
              Marianna
                Zelemová, birth certificate No. 805519/8580, born 19 May 1980, permanent
                residence in the Slovak Republic, Pod Papiernou 46, Bardejov, postal
                code
                085 01;

            


    

    
      	·  	
              Mike
                Zoi, born 4 February 1966, permanent residence in the United States
                of
                America, 700 Island Blvd. 406, Aventura, Florida
                33160.

            


    

    


    III.
      Corporate Finance

    


    Article
      7

    Reserve
      Fund

    


    The
      Company shall create a Reserve Fund from the net profit reported in an ordinary
      financial statement for the year in which it has first managed to create net
      profit, in the amount of at least 10 percent of the net profit, but no more
      than
      5 percent of the value of registered capital. The Fund shall annually be
      replenished by at least 5 percent of the net profit, until it reaches the value
      of 10 percent of registered capital.

    


    The
      Reserve Fund in the amount of 10 percent of registered capital may only be
      used
      to cover the Company’s losses.

    


    Article
      8

    Distribution
      of Profit

    


    The
      partners shall participate in the profit assigned by the General Meeting for
      distribution, in the proportion corresponding to their business
      shares.

    


    It
      is not
      permitted to use the registered capital, the Reserve Fund, or other capital
      funds, or money which is supposed to be used to replenish these funds pursuant
      to the Commercial Code or the Memorandum of Association, for the payment of
      profit.

    


    IV.
      Changes in the Amount of Registered Capital

    


    Article
      9

    Increase
      of Registered Capital

    


    It
      is
      only allowed to increase the registered capital by monetary deposits if the
      existing monetary deposits have already been paid up. An increase by
      non-monetary deposits is possible even prior to such repayment.

    


    The
      partners have a priority right to participate in the increase of registered
      capital, if increased by monetary deposits, by accepting the obligation to
      increase the deposit. The partners are entitled to accept an obligation to
      increase the deposit in the proportion corresponding to their business
      shares.

    


    Article
      10

    Reduction
      of Registered Capital

    


    The
      Company’s registered capital and the partners’ deposits may not decrease below
      the amount specified in Section 108, subsection 1, and Section 109, subsection
      1
      of the Commercial Code.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Page
      six

    


    The
      Executive Director shall announce the decision to reduce the registered capital
      and its amount within 15 days after it has been made (twice with an interval
      of
      30 days). In the announcement, the Executive Director shall call upon the
      Company’s creditors to claim their debt within 90 days after the last
      announcement, unless the registered capital is being reduced in order to cover
      a
      loss or to create the Reserve Fund.

    


    V.
      Business Share

    


    Article
      11

    Common
      Provisions

    


    The
      business share represents the partners’ participation in the Company and the
      ensuing rights and obligations. The size of a business share shall be determined
      by the proportion of the partner’s deposit in the Company’s registered
      capital.

    


    Each
      partner may only own one business share. If a partner participates by another
      deposit, their deposit and/or their business share shall be raised
      accordingly.

    


    The
      business share may be pledged as security interest, albeit only with the General
      Meeting’s consent. Security interest cannot be established without the General
      Meeting’s consent. A security interest in the business share shall be
      established by registering the security interest in the Commercial
      Register.

    


    The
      partners’ business shares are as follows:

    
      	·  	
              TOT
                Energy, Inc., Registration No. 3762193, with registered office in
                the
                United States of America, 201 S. Biscayne Blvd., Suite 2804, Miami,
                Fl
                33131 - 51 percent; 

            


    

    
      	·  	
              Korlea
                Invest Holding AG, Registration No. CH-320.4.056.902-0, with registered
                office in Switzerland, Vordergasse 3, 8200 Schaffhausen - 49
                percent.

            


    

    


    Article
      12

    Transfer
      of Business Share

    


    A
      partner
      may transfer their business share to another partner or person. The transfer
      of
      a business share to another partner or person requires the General Meeting’s
      consent. A notarial deed must be made regarding such a decision.

    


    The
      contract on the transfer of a business share must be made in writing, and the
      transferee who is not a partner must declare their intent to accede to the
      Memorandum of Association. Signatures on the contract must be officially
      authenticated. The transfer of a business share shall take effect in relation
      to
      the Company on the day of delivery of an effective transfer
      contract.

    


    Article
      13

    Division
      of Business Share

    


    A
      business share may only be divided with the consent of the General Meeting.
      A
      notarial deed must be made regarding such a decision. The business share may
      only be divided on its transfer, passing to an heir or the partner’s legal
      successor.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Page
      seven

    


    If
      a
      separate business share is to be established when dividing a business share,
      the
      minimum amount of a partners deposit of CZK 20,000 must be
      maintained.

    


    Article
      14

    Settlement
      Amount

    


    Upon
      the
      termination of a partner’s interest in the Company during the Company’s
      existence in a manner other than a transfer of their business share, such a
      partner shall be entitled to a settlement (settlement amount). The settlement
      amount shall be determined as of the date of the termination of the partner’s
      interest in the company, based on the company’s equity capital ascertained by an
      interim, ordinary or extraordinary financial statement, completed on the day
      of
      the termination of the partner’s interest in the company. The settlement amount
      shall be paid in money.

    


    VI.
      Dissolution of the Company

    


    Article
      15

    Dissolution
      of the Company

    


    Apart
      from the methods of dissolving the Company specified in Section 68 of the
      Commercial Code, the Company may also be dissolved by liquidation based on
      a
      court decision. Upon dissolution by liquidation, each partner shall be entitled
      to a share in the liquidation balance. The size of the share shall be based
      on
      the proportion of the partners’ business shares.

    


    VII.
      Final Provisions

    


    The
      costs
      related to the Company’s establishment shall be borne by the company ..................
..

    


    Of
      the
      above the present Notarial Deed has been drawn up, read by the founders’
attorney, approved and signed. Subsequently I, the notary public, have also
      signed this Deed and have attached an imprint of my official seal.

     

     

    
      	signed, JUDr. Roman Hochman	
              L.S.

            	signed, JUDr. Richard
              Čičko


    

          


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                TRANSCRIPT

              	
                 

              	
                Annex
                  1

              
	 	 	
                NZ
                  386/2008

              


      

      


       

    

    


    State
      of Florida

     

    Department
      of State

    


    APOSTILLE
      

    


    (Convention
      de La Haye du 5 Octobre 1961)

    


    
      	1.	
              Country:United
                States of America

            


    

    


    This
      public document 

    


    
      	2.	
              has
                been signed byElizabeth
                Hagedorn-Vila

            


    

    


    
      	3.	
              acting
                in the capacity ofNotary
                Public of Florida

            


    

    


    
      	4.	
              bears
                the seal/stamp ofNotary
                Public, State of
                Florida

            


    

    


    
      	5.	
              atTallahassee,
                Florida

            


    

    


    
      	6.	
              theSeventeenth
                day of June, A.D.,
                2008

            


    

    


    
      	7.	
              bySecretary
                of State, State of
                Florida

            


    

    


    
      	8.	
              No.
                2008-50308

            


    

    


    
      	9.	
              Seal/stamp:

            


    

    


    GREAT
      SEAL OF THE 

    STATE
      OF FLORIDA

    *
      IN
      GOD WE TRUST *

     

    
      	 	This apostille
              is NULL and
              VOID of the date in Item 6 occurs before the execution date on the
              attached document


    

     

    
      	 	10.	Signature:
	 	 	
               

              illegible signature

               

              Secretary of
                State

            


    

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    POWER
      OF
      ATTORNEY

    


    By
      this
      power of attorney, the company TOT Energy, Inc., Registration No. 3762193,
      registered address in the United States of America, 201 S. Biscayne Blvd.,
      Suite
      2804, Miami, Fl 33131, acting by Mr. Mike Zoi (hereafter called “the Grantor”),
      hereby appoints
      JUDr.
      Richard Čičko, reg. No. 09679, born: 04.05. 1973, attorney at law having its
      seat in the Czech Republic, Prague 7, Milady Horákové 533/28, postal code 170 00
      (hereafter referred to as “the Attorney”), to represent and act on behalf of the
      Grantor
      as from
      the date hereof as follows:

    


    to
      perform all legal acts on behalf of the name of TOT Energy, Inc. as from the
      date hereof as follows:

    
      	-  	
              to
                incorporate a new company named Korlea-TOT Energy s.r.o. in the Czech
                Republic, Prague, with Grantor’s share in this company in total amount of
                51% on the company’s capital which will be formed in total amount of
                1,600,000 CZK. The second shareholder of Korlea-TOT Energy s.r.o.
                will be
                Korlea Invest Holding AG with its share in this company in total
                amount of
                49%

            


    

    
      	-  	
              to
                sign on behalf of the Grantor the Memorandum of Association of Korlea-TOT
                Energy s.r.o. in a form of notarial
                deed

            


    

    
      	-  	
              to
                nominate the first company’s executive director(-s)
                (jednatel)

            


    

    
      	-  	
              to
                organize all necessary licenses and receive obtained licenses of
                Korlea-TOT Energy s.r.o.

            


    

    
      	-  	
              to
                sign application form for the registration of Korlea & TOT s.r.o. at
                Commercial Register in the Czech
                Republic

            


    

    
      	-  	
              to
                sign statement of the contribution of the Korlea-TOT Energy s.r.o.
                capital

            


    

    
      	-  	
              to
                make other legal acts necessary for successful registration of Korlea-TOT
                Energy s.r.o. into the Commercial Register in the Czech
                Republic.

            


    

    


    The
      Attorney is authorized to make all necessary decisions to perform all above
      mentioned acts. The Attorney shall be further authorized to represent the
      Grantor to sign and receive on behalf of the Grantor all respective documents
      herewith connected.

    


    The
      Attorney shall be authorized to delegate the powers resulting from this Power
      of
      Attorney to a third person to act independently.

    


    In
      Miami,
      Florida USA on June 11, 2008

    


    
      	 	 	
              TOT
                ENERGY, INC.

              


              By:
                signature

              Name:
                 Mike
                Zoi

              Title: Chairman
                and CEO

            
	 	 	 
	 	 	 


    

    
      signature
        and stamp:

      ELIZABETH
        HAGEDORN-VILA

      Notary
        Public - State of Florida

      My
        Commission Expires Mar 30, 2009

      Commission
        # DD 680738

      Bonded
        Through National Notary Assn.

      


      I
        accept
        this power of attorney in Prague on 15/07/2008

    

     

    
      	 	 	
              signature

              JUDr.
                Richard Čičko

              attorney
                at law

            
	 	 	 


    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Translation
      from the English language

    


     

    
      State
        of Florida

       

      Department
        of State

    

    


    APOSTILLE
      

    


    (Convention
      de La Haye du 5 Octobre 1961)

    


    
      	1.	
              Country:United
                States of America

            


    

    


    This
      public document

    


    
      	2.	
              has
                been signed byElizabeth
                Hagedorn-Vila

            


    

    


    
      	3.	
              acting
                in the capacity ofNotary
                Public of Florida

            


    

    


    
      	4.	
              bears
                the seal/stamp ofNotary
                Public, State of
                Florida

            


    

    


    
      	5.	
              atTallahassee,
                Florida

            


    

    


    
      	6.	
              theSeventeenth
                day of June, A.D.,
                2008

            


    

    


    
      	7.	
              bySecretary
                of State, State of
                Florida

            


    

    


    
      	8.	
              No.
                2008-50308

            


    

    


    
      	9.	
              Seal/stamp:

            


    

    


    GREAT
      SEAL OF THE 

    STATE
      OF FLORIDA

    *
      IN
      GOD WE TRUST *

     

    
      
        	 	This apostille
                is NULL and
                VOID of the date in Item 6 occurs before the execution date on the
                attached document


      

       

      
        	 	10.	Signature:
	 	 	
                 

                illegible signature

                 

                Secretary of
                  State

              


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Translation
      from the English language

    


    


    [translation
      of a rectangular stamp]

    [illegible
      signature]

    ELIZABETH
      HAGEDORN-VILA

    Notary
      Public - State of Florida

    My
      Commission Expires Mar 30, 2009

    Commission
      # DD 680738

    Bonded
      Through National Notary Assn.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Translation
      executed on this 16/07/2008 

    


    As
      a
      sworn translator to English, appointed by the Regional Court in Ostrava, Czech
      Republic, on June 23, 2000, file No. Spr 2263/2000,registered with the Regional
      Court in Prague, file No. Spr 4139/2000, I hereby confirm this a true
      translation of the attached document.

    


    Interpreter’s
      Register No.  5217  

    


    Mgr.
      Lucie Ektilahová

    Sworn
      Translator  signature

    


    stamp

    MGR.
      LUCIE EKTILAHOVÁ

    interpreter
      of the English language


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Confirmation
      of authenticity - Vidimus clause

    


    I
      hereby
      certify that this transcript, consisting of  6 
      pages,
      corresponds verbatim to the document of which it has been made, consisting
      of
 6 
      pages.

    


    In
      Prague, the  17
      /
      07 / 2008 

    


    


    stamp:

    JUDr.
      ROMAN HOCHMAN

    1

    Notary
      Public in Prague

    


    signature


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      2

    NZ
      386/2008

    POWER
      OF
      ATTORNEY

    


    By
      this
      power of attorney, the company Korlea Invest Holding AG, Registration No.
      CH-320.4.056.902-0, registered address Switzerland, Vordergasse 3, 8200
      Schaffhausen, acting by Mr. Vasyl Bechvarzh (hereafter called “the Grantor”),
      hereby
      appoints JUDr. Richard Čičko, reg. No. 09679, born: 04.05. 1973, attorney at law
      having its seat in the Czech Republic, Prague 7, Milady Horákové 533/28, postal
      code 170 00 (hereafter referred to as “the Attorney”), to represent and act on
      behalf of the Grantor
      as from the date hereof as follows:

    


    to
      perform all legal acts on behalf of the name of Korlea Invest Holding AG as
      from
      the date hereof as follows:

    
      	-  	
              to
                incorporate a new company named Korlea-TOT Energy s.r.o. in the Czech
                Republic, Prague, with Grantor’s share in this company in total amount of
                49% on the company’s capital which will be formed in total amount of
                1,600,000 CZK. The second shareholder of Korlea-TOT Energy s.r.o.
                will be
                TOT Energy, Inc. with its share in this company in total amount of
                51%

            


    

    
      	-  	
              to
                sign on behalf of the Grantor the Memorandum of Association of Korlea-TOT
                Energy s.r.o. in a form of notarial
                deed

            


    

    
      	-  	
              to
                nominate the first company’s executive director(-s)
                (jednatel)

            


    

    
      	-  	
              to
                organize all necessary licenses and receive obtained licenses of
                Korlea-TOT Energy s.r.o.

            


    

    
      	-  	
              to
                sign application form for the registration of Korlea-TOT Energy s.r.o.
                at
                Commercial Register in the Czech
                Republic

            


    

    
      	-  	
              to
                sign statement of the contribution of the Korlea-TOT Energy s.r.o.
                capital

            


    

    
      	-  	
              to
                make other legal acts necessary for successful registration of Korlea-TOT
                Energy s.r.o. into the Commercial Register in the Czech
                Republic.

            


    

    


    The
      Attorney is authorized to make all necessary decisions to perform all above
      mentioned acts. The Attorney shall be further authorized to represent the
      Grantor to sign and receive on behalf of the Grantor all respective documents
      herewith connected.

    


    The
      Attorney shall be authorized to delegate the powers resulting from this Power
      of
      Attorney to a third person to act independently.

    


    In
      Prague
      on 01.07.2008

    


    
      	 	 	
              signature

              Korlea
                Invest Holding AG

              Vasyl
                Bechvarzh, president

              


              stamp:

              Korlea
                Invest Holding AG

            


    

     

    I accept this power of attorney in Prague on
      01.07.2008

     

    
      	 	 	
              
                signature

              

              JUDr.
                Richard Čičko

              attorney
                at law

            
	 	 	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    Authentication
      - Legalization

    


    Current
      number in the Register of Authenticated Documents: 0 II 869/2008

    


    I
      hereby
      verify that Mr. Vasyl
      Bechvarzh,
      born 11
      June 1969, permanent residence in Prague 7, Trojská 725/181b, whose identity has
      been proved by a valid official ID, has signed this document before me in his
      own hand.

    


    In
      Prague, the 1st
      of July
      2008

    


    stamp:

    JUDr.
      ROMAN HOCHMAN

    1

    Notary
      Public in Prague

    


    signature


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Confirmation
      of authenticity - Vidimus clause

    


    I
      hereby
      certify that this transcript, consisting of  3 
      pages,
      corresponds verbatim to the document of which it has been made, consisting
      of
 3 
      pages.

    


    In
      Prague, the  17
      /
      07 / 2008 

    


    


    stamp:

    JUDr.
      ROMAN HOCHMAN

    1

    Notary
      Public in Prague

    


    signature


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    I
      hereby
      confirm that the first to third transcripts of the Notarial Deed, executed
      on
      17/07/2008 (the seventeenth of July, two thousand and eight), including also
      the
      transcript of Annex 1 and 2, which corresponds verbatim to the Annexes, intended
      to be given to the party, correspond verbatim to the Notarial Deed.

    


    stamp:

    JUDr.
      ROMAN HOCHMAN

    1

    Notary
      Public in Prague

    


    signature


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3
      stamps:

    JUDr.
      ROMAN HOCHMAN

    1

    Notary
      Public in Prague

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Affirmation
      and Specimen Signature
      

    

    


    I,
      the undersigned ................................., birth certificate No. ........................., permanent resident
      at ............................................................................., hereby affirm that I agree with being appointed
      Executive Director of the business company ...................................., with registered office
      at .................................................................., and with assuming my duties in the scope specified by
      the relevant provisions of the Commercial Code.

    


    I
      further
      affirm, with reference to the provisions of Section 135, subsection 2 of the
      Act
      No. 513/1991 Sb., as amended, that:

    
      	1)	
              I
                have reached 18 years of age, and I
                have full legal capacity;

            


    

    
      	2)	
              I
                am of unimpeachable character,
                i.e. I have never been effectively
                sentenced:

            


    

    
      	
            	·	
              for
                a willful crime, for an unconditional imprisonment for at least one
                year;

            


    

    
      	
            	·	
              for
                a willful crime the nature of which is related to the line of business,
                and to which the provisions of letter a) do not apply;
                or

            


    

    
      	
            	·	
              for
                a crime of negligence, the body of which is related to the line of
                business and to which the provisions of letter a) do not
                apply.

            


    

    
      	3)	
              I
                have met the conditions for carrying on a trade
                pursuant to the provisions of Section 6 of the Trade Act No. 455/1991
                Sb.,
                as amended, and no circumstances have arisen preventing me from carrying
                on a trade pursuant to the provisions of Section 8 of the Trade Act
                No.
                455/1991 Sb., as amended;

            


    

    
      	4)	
              I
                have met the conditions specified in Section 381 of the Commercial
                Code,
                i.e.

            


    

    
      	
            	·	
              within
                the last three years, no bankruptcy was declared or completed regarding
                my
                property, and no enforced settlement has been repeatedly
                confirmed;

            


    

    
      	
            	·	
              within
                the last three years, bankruptcy has neither been proposed regarding
                my
                property nor had it been refused for lack of
                property;

            


    

    
      	
            	·	
              neither
                a court nor a public authority has imposed on me a ban on trade in
                the
                Company’s line of business or any other related area which would be still
                in force;

            


    

    
      	
            	·	
              I
                have not violated the no competition
                clause;

            


    

    
      	
            	·	
              I
                am not an authorized representative or a member of an authorized
                representative body of a legal entity to which the provisions of
                Section
                381 of the Commercial Code apply.

            


    

    I
      am
      fully aware that giving false information puts me in the risk of criminal
      prosecution (Section 125 of the Criminal Code).

    


    I
      further
expressly
      declare that I agree with the registration of my person as the Executive
      Director of the Company into the Commercial Register.

    


    The
      signature on this Affirmation is also my specimen
      signature.

    


    In
      Prague, the ................... [date]

    


     

    
      	 	 	  

	 	 	
              Authenticated
                signature