Exhibit 10.1


             


            Registration #2819 dated October 15, 2008


             


             


             


             


             


             


            ADDENDUM #6


             


            to Contract #482 dated July 09, 2000


            for hydrocarbon exploration on the


            Aksaz-Dolinnoe-Emir territory,


            located in Tubkaragan region of the Mangistau oblast


            between


            Ministry of Energy and Mineral Resources of the Republic of Kazakhstan,


            (Competent Body)


             


            and


             


            Emir Oil


            Limited Liability Company


            (Contractor)


             


             


             


             


             


            Astana 2008


             


            
                

            


            This Addendum #6 to the Contract #482 dated 09 July 2000 for hydrocarbon exploration on the Aksaz-Dolinnoe-Emir territory, located in Tubkaragan region of the Mangistau oblast is signed on October 15, 2008 by Ministry of Energy and Mineral Resources (hereinafter referred to as Competent Body) and Emir Oil Limited Liability Company (hereinafter referred to as
            Contractor).


             


            PREAMBLE


            Whereas:


             


            Contractor applied for extension of the Aksaz-Dolinnoe-Emir contract territory, located in Munailinsky area of the Mangistau oblast,


            Competent Body passed a decision to allow extension of the geological allotment within limits of the coordinates, pointed out in the Geology and Subsoil use Committee #16-05-2897, dated August 22, 2008 (Protocol #18, dated August 28, 2008)


             


            Competent Body and the Contractor hereby agreed as follows:


             


            To amend Item 4.1 of Section 4 «Contract Territory» by adding a paragraph in the following revision: «The area of the Contract Territory including the extension is equal to 850.3 square kilometers (210 113.705 acres) »;


             


            To amend Section 7 «Work Program» by adding Item 7.1.3, that reads as follows:


            «7.1.3. Work Program for the extended contract territory for investment of $29,200,000 (twenty nine million and two hundred thousand USD) comprised by the following financial and physical activities:


             


            
                

            


            


            Work Program for the Contract #482, dated July 09, 2000


            For the extended contract territory


             


            
                	
                            #

                        	
                            Type of Activity

                        	
                             

                        	
                            Cost in thousands USD

                        
	
                            2009

                        	
                            2010

                        	
                            2011

                        	
                            2012

                        
	
                            1

                        	
                            3D Seismic


                            Area (sq.km.)


                            Cost in thousands USD

                        	
                             


                            380


                            3,500

                        	
                             

                        	
                             

                        	
                             

                        	
                             


                            380


                            3,500

                        
	
                            2

                        	
                            Exploration project


                            Cost in thousands USD

                        	
                             

                        	
                            1


                            35

                        	
                             

                        	
                             

                        	
                            1


                            35

                        
	
                            3

                        	
                            Exploration wells drilling project


                            Cost in thousands USD

                        	
                             


                             

                        	
                            1


                            35

                        	
                             

                        	
                             

                        	
                            1


                            35

                        
	
                            4

                        	
                            Exploration drilling, test run and testing of the objects


                            Number of wells


                            Depth of the wells (running meters)


                            Cost in thousands USD

                        	
                             


                             


                             

                        	
                             


                             


                            1


                            4,000


                            8,000

                        	
                             


                             


                            1


                            4,000


                            8,000

                        	
                             


                             


                            1


                            4,000


                            8,000

                        	
                             


                             


                            3


                             


                            24,000

                        
	
                            5

                        	
                            Geophysical survey of the wells


                            Number of wells


                            Cost in thousands USD

                        	
                             


                             


                             

                        	
                             


                            1


                            180

                        	
                             


                            1


                            180

                        	
                             


                            1


                            180

                        	
                             


                            3


                            540

                        
	
                            6

                        	
                            Vertical Seismic Profiling


                            Cost in thousands USD

                        	
                             

                        	
                            1


                            330

                        	
                            1


                            350

                        	
                            1


                            350

                        	
                            3


                            1030

                        
	
                            7

                        	
                            Preparation of the oilfields for production testing


                            Number of objects


                            Cost in thousands USD

                        	
                             

                        	
                             

                        	
                             


                             


                            1


                            30

                        	
                             

                        	
                             


                             


                            1


                            30

                        
	
                            8

                        	
                            Reserve calculation and validation with the State Reserves Committee


                            Number of reports


                            Cost in thousands USD

                        	
                             

                        	
                             

                        	
                             

                        	
                             


                             


                            1


                            30

                        	
                             


                             


                            1


                            30

                        
	
                             

                        	
                            Total: thousands USD

                        	
                            3,500

                        	
                            8,580

                        	
                            8,560

                        	
                            8,560

                        	
                            29,200

                        


            


             


             


            
                

            


            Obligations set by Addendum #5, are amended by adding the following additional Contractor obligations:


            
                	
                             

                        	
                              - Liquidation Fund payments in the amount, stipulated by the Contract;

                        


            


            - A one-time USD 200,000 (two hundred thousand) Astana Fund payment until the end of 2010;


            - Annual social payments of 50,000 (fifty thousand) USD from 2009 to 2012 in concurrence with Mangistau Oblast Administration.


             


            To amend Section 17 «Subsoil and environmental protection» by adding item 17.13 that read as follows:


            «17.13. Contractor is obliged to develop necessary environmental protection measures with specification of amount of financing, in coordination with environmental protection agency. »


             


            Appendix #1 - «Geological Allotment» is considered an integral part of Addendum #6 to the Contract #482 dated July 09, 2000.


             


              Appendix #2 - «Work Program to the Contract #482 dated July 09, 2000 for the extended contract territory» is considered an integral part of Addendum #6 to the Contract #482 dated July 09, 2000.


             


            This Addendum #6 is made in triplicate in State and Russian language, having an equal legal effect and is an integral part of the Contract #482 dated July 09, 2000.


             


            This Addendum #6 to the Contract #482, dated July 09, 2000 is signed in Astana on October 15, 2008 by the authorized representatives of the parties and shall be valid from the day of its state registration.


                            


            
                	
                            Competent Body:


                             


                            Ministry of Energy and


                            Mineral Resources of the Republic of Kazakhstan


                             


                            Signature


                             


                            /s/ A. Batalov  


                            Executive Secretary


                            Batalov A.

                        	
                            Contractor:


                             


                            Emir Oil


                            Limited Liability Company


                             


                             


                            Signature


                             


                            /s/ T.K. Tolmakov


                            General Director


                            Tolmakov T.K.