JOINT
      VENTURE AGREEMENT

    


    THIS
      JOINT VENTURE AGREEMENT ("Agreement"), made and entered into as of this 16
      day
      of July, 2008 (the “Effective Date”), by and between TOT ENERGY, INC., a
      Delaware company with its principal place of business at 201 S. Biscayne Blvd.,
      Suite 2804, Miami, FL 33131 ("TOT Energy"), and EVGENI BOGARAD
      (“Bogarad”).

     

    RECITALS

     

    WHEREAS,
      the Parties desire to form a joint venture under the name TOT SIBBNS, LTD (“TOT
      SIBBNS”) whereby TOT SIBBNS will continue and expand the business of SIBBNS
      pursuant to the terms and conditions contained herein.

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and premises contained
      herein, and other valuable consideration, the sufficiency and receipt are hereby
      acknowledged, the parties agree as follows:

     

    ARTICLE
      I

     

    GENERAL
      PROVISIONS

     

    1.01 Business
      Purpose. The business of the TOT SIBBNS shall be to own, lease, manage, and
      develop its assets and personnel (as provided herein) for the purpose of
      offering geological surveys and related services to oil and gas development
      companies in the Russian Federation, the Republic of Georgia, and Kazakhstan.
      

     

    1.02 Consideration.
      As consideration for entering into this Agreement and transferring its assets
      to
      TOT SIBBNS, TOT Energy shall pay to Bogarad 5,000,000 shares of the common
      stock
      of TOT Energy, Inc. (the “Purchase Shares”) payable as follows: 

     

    
      	 	
              ·

            	
              3,000,000
                Purchase Shares payable upon Closing (following the organization
                of TOT
                SIBBNS (as provided in Section 3.01), audit of SIBBNS (as provided
                in
                Section 3.02), appraisal of the SIBBNS Assets, and transfer of the
                SIBBNS
                Assets (as provided in Section 3.04); and


            


    

     

    
      	 	
              ·

            	
              2,000,000
                Purchase Shares upon TOT SIBBNS having US$10,000,000 of aggregate
                gross
                revenues (in accordance with U.S.
                GAAP).

            


    

     

    1.03       Adjustment
      to Consideration. If 36 months after the Closing, (i) SIBBNS and Bogarad have
      complied with all of their obligations under this Agreement, (ii) EVVGENY has
      appointed a director to the Board of TOT Energy who continues to serve, (iii)
      TOT SIBBNS has generated revenue of at least US$10,000,000, and (iv) the market
      value of a share of TOT Energy stock is less than $1.00, then TOT Energy will
      make an additional payment to Bogarad in an amount equal to the difference
      between US$1.00 and the weighted average of the trading value over the previous
      10 trading days times the number of the Purchase Shares still held by Bogarad
      (the “Contingent Payment”). If at 36 months after the Closing, the market price
      of TOT Energy stock is greater than $1.00 per share, then the adjustment
      provided in this Section 1.03 will become null and void. If TOT Energy opts
      not
      to make the Contingent Payment, then SIBBNS may opt to receive TOT Energy’s
      interest in TOT SIBBNS (for a payment to TOT Energy in the amount of fair market
      value of any assets acquired directly by TOT SIBBNS (other than the SIBBNS
      Assets), and 75% of the retained earnings, accounts receivable and
      cash).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.04       Closing.
      The Parties shall schedule a Closing to this Agreement upon completion of the
      conditions precedent outlined in Section 1.02 above. 

     

    
      	 	
              (a)

            	
              At
                the Closing, Bogarad shall deliver to TOT
                Energy:

            


    

     

    
      	 	
              (i)

            	
              Certificate
                representing ownership interest of 75% of TOT
                SIBBNS;

            


    

     

    
      	 	
              (ii)

            	
              Copies
                of all licenses required to conduct the business of TOT SIBBNS and
                a
                certificate of SIBBNS that such licenses are all of the necessary
                licenses
                for the conduct of such business;

            


    

     

    
      	 	
              (iii)

            	
              Evidence
                of the transfer of all SIBBNS Assets to TOT SIBBNS and a certificate
                of
                the Manager that all such SIBBNS Assets were reflected in the appraisal
                of
                such SIBBNS Assets and that such SIBBNS Assets remain the property
                of TOT
                SIBBNS; 

            


    

     

    
      	 	
              (iv)

            	
              The
                Budget; and

            


    

     

    
      	 	
              (v)

            	
              A
                notice to TOT Energy naming a designee to the Board of Directors
                of TOT
                Energy (such designee must be approved by the Board of Directors
                of TOT
                Energy before assuming such post).

            


    

     

    
      	 	
              (b)

            	
              At
                the Closing, TOT Energy shall deliver to
                Bogarad:

            


    

     

    
      	 	
              (i)

            	
              A
                certificate representing 3,000,000 shares of the common stock of
                TOT
                Energy.

            


    

     

    1.05       Term
      of the Agreement. This TOT SIBBNS shall commence on the Effective Date and
      shall
      continue in existence until terminated, liquidated, or dissolved by law or
      as
      hereinafter provided. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    GENERAL
      DEFINITIONS

     

    The
      following comprise the general definitions of terms utilized in this
      Agreement:

     

    2.01
             Affiliate. An Affiliate of an entity
      is a person that, directly or indirectly through one or more intermediaries,
      controls, is controlled by or is under common control of such entity.


     

    2.02
             Capital Contribution(s). The capital
      contribution to TOT SIBBNS shall be those actually made by the parties,
      including property, cash and any additional capital contributions made.


     

    2.03       Manager.
      The Manager shall be Bogarad.

     

     

    ARTICLE
      III

     

    OBLIGATIONS
      OF THE PARTIES

     

    The
      Parties shall work together to ensure the following are completed and agreed
      upon:

     

    3.01       Formation.
      The Manager will oversee the formation of TOT SIBBNS as a business entity in
      the
      Russian Federation. 

     

    3.02       Audit.
      As a business entity registered with the Securities and Exchange Commission
      in
      the United States, TOT Energy must audit the assets and business of SIBBNS
      that
      will become the business and assets of TOT SIBBNS. TOT Energy will be
      responsible for the payment for such audits.

     

    3.03       License.
      The Manager will use his best efforts to have the necessary licenses issued
      by
      the appropriate regulatory authorities for TOT SIBBNS to conduct the business
      as
      previously conducted by SIBBNS. All Parties will endeavor to have TOT SIBBNS
      licensed to conduct its business in all territories outside of Russia where
      TOT
      SIBBNS intends to do business.

     

    3.04       Assets.
      The Manager shall ensure the SIBBNS Assets are appraised by an independent
      appraisal firm approved by TOT Energy’s auditors at TOT Energy’s expense prior
      to Closing. Once TOT SIBBNS has the proper licenses as contemplated in Section
      3.03 above and the SIBBNS Assets have been appraised, Bogarad will acquire
      all
      of the assets of SIBBNS and will contribute those assets to TOT SIBBNS and
      TOT
      SIBBNS will offer all of SIBBNS’ employees’ equivalent positions with TOT
      SIBBNS. To the extent SIBBNS needs access the assets or personnel for the
      performance of its existing contracts, SIBBNS will have reasonable access to
      such assets and personnel on a cost plus basis (to be negotiated between the
      Parties).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.05       Employees.
      The Manager will offer employment to all (or substantially all in the Manager’s
      discretion) of SIBBNS employees with employment to begin November 1,
      2008.

     

    3.06       Contracts.
      The Manager and SIBBNS will have TOT SIBBNS bid on all future contracts related
      to the prior business of SIBBNS and the future business of TOT SIBBNS. Moreover,
      the Manager and SIBBNS will use their aggregate business contacts with its
      former contracting partners to expand TOT SIBBNS business in territories outside
      of Russia. TOT Energy will endeavor to identify opportunities outside of Russia
      for additional business, and the Parties will work together to have TOT SIBBNS
      bid on contracts related to such opportunities.

     

    3.07       Budget.
      The Manager will prepare, or oversee the preparation of, a preliminary budget
      for the business of TOT SIBBNS which shall consist of a written itemized
      accounting of the anticipated costs and expenses associated with growing the
      business as contemplated herein, including without limitation, all material
      costs, labor costs, contractor fees, and soft costs (the “Budget”). The costs
      associated with the Budget shall be divided by the Parties as follows: (i)
      TOT
      Energy shall be responsible for the funding of all new hires related to the
      growth of the business and compliance with SEC reporting or auditing
      requirements effective immediately and (ii) Bogarad shall be responsible for
      all
      other costs through first quarter of 2009. Thereafter, assuming TOT SIBBNS
      has
      acquired operating contracts, the Parties will fund any necessary capital
      requirements in proportion to their ownership interest in TOT SIBBNS. All
      expenditures for TOT SIBBNS shall be within the Budget. Any expenditures not
      included in the Budget shall be submitted to the Board of Directors of TOT
      SIBBNS for approval prior to commitment on such expenditures.

     

    3.08       Operating
      Plan. The Manager will prepare an operating plan of TOT SIBBNS, including,
      without limitation, a time schedule with milestones for the achievement of
      the
      financial and operational goals of TOT SIBBNS. The Operating Plan should work
      in
      conjunction with the Budget of TOT SIBBNS.

     

    3.09       Management
      Bonus Pool. TOT SIBBNS will reserve 10% of its net income for a bonus pool
      that
      will be paid to TOT SIBBNS’ management team, in the discretion of the Board of
      TOT SIBBNS at the end of each year. The Board may make an adjustment to the
      amount allocated for this bonus pool to reflect inter-company revenue generated
      by the activities of TOT SIBBNS.

     

    3.10       
      Compliance with Law. The Parties shall use their best efforts to cause TOT
      SIBBNS at all times to perform and comply with the provisions of all applicable
      laws, including without limitations, provisions of the laws of the United States
      that apply to foreign owned subsidiaries and foreign corrupt
      practices.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

     

    CAPITAL
      ACCOUNTS 

     

    4.01
             Dividends. At the discretion of the
      Board of Directors (as to the amount), the net cash proceeds from the operations
      of TOT SIBBNS, less the amount necessary to pay expenses, debt payments, capital
      improvements, replacements and contingencies, including such general overhead
      expenses as are permitted by the Budget, shall be distributed not later than
      the
      30th
      day
      after the end of each fiscal quarter in proportion to each Party’s ownership
      interest. Until the amount of equity issued to any particular Party changes,
      all
      profits, losses and other allocations to TOT SIBBNS, shall be allocated as
      follows at the conclusion of each fiscal year: TOT Energy 75% and Bogarad 25%.
      

     

     

    ARTICLE
      V

     

    MANAGEMENT

     

    5.01
             Manager; Board of Directors. The
      Manager shall have full, exclusive and complete authority and discretion in
      the
      day-to-day management and control of the business of TOT SIBBNS for the purposes
      herein stated and shall make all decisions affecting the business of TOT SIBBNS.
      Strategic management of TOT Energy will be the responsibility of the Board
      of
      Directors of TOT SIBBNS. TOT Energy will have the ability to appoint a majority
      of the Board of Directors of TOT SIBBNS. The initial Board of Directors shall
      have thee (3) directors, of which TOT Energy will have the right to appoint
      two
      (2) such directors.

     

    5.02       Powers
      of the Manager. Except as otherwise provided in this Agreement (including,
      without limitation, the provisions of this Agreement relating to expenditures
      within the Budget), the Manager shall have all of the following powers, which
      may be exercised in its sole and absolute discretion, on behalf of TOT
      SIBBNS:

     

    (a)       Expend
      the capital and profits of TOT SIBBNS in furtherance of TOT SIBBNS business.
      

     

    (b)       Sell
      any TOT SIBBNS Assets in the ordinary course of TOT SIBBNS’
business.

     

    (c)       Borrow
      money and to issue evidences of indebtedness on behalf of TOT SIBBNS in TOT
      SIBBNS’ ordinary course of business and provided such borrowings are in an
      amount not in excess of US$500,000.

     

    (d)       Execute
      and deliver such documents on behalf of TOT SIBBNS as may be deemed necessary
      or
      desirable for TOT SIBBNS’ business.

     

    (e)       Perform
      or cause to be performed all of TOT SIBBNS’ obligations under any agreement to
      which TOT SIBBNS is a party.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)       Bring
      and defend actions at law or in equity, and to pay, collect, compromise,
      arbitrate or otherwise adjust any and all claims or demands of or against TOT
      SIBBNS.

     

    (g)       Employ
      agents, attorneys, architects, accountants, engineers, contractors, sales,
      maintenance, administrative or secretarial personnel or other persons necessary
      for the maintenance of any TOT SIBBNS’ property and the operation of the
      business of TOT SIBBNS.

     

    (h)       Open
      and maintain bank accounts for the deposit of TOT SIBBNS funds, with withdrawals
      to be made on TOT SIBBNS’ behalf, upon such signature or signatures as Bogarad
      may designate.

     

    (i)       Do
      any act that is necessary and incidental to carry out the
      foregoing.

     

    5.03       Major
      Decisions. Notwithstanding anything herein to the contrary, Bogarad shall not
      undertake the following actions without the prior consent of the Board of
      Directors:

     

    (a)       The
      sale of the assets of TOT SIBBNS exceeding US$500,000 in value (except in the
      ordinary course of the TOT SIBBNS’ business).

     

    (b)       The
      expenditure of TOT SIBBNS’ capital, profits, and other funds in excess of
      US$500,000 (unless otherwise provided for in the Budget).

     

    (c)       The
      borrowing or incurrence of indebtedness, or the refinancings of existing
      indebtedness of TOT SIBBNS, which borrowings are secured by assets of TOT
      SIBBNS.

     

    (d)       The
      borrowing of monies by TOT SIBBNS in excess of US$500,000.

     

    ARTICLE
      VI 

     

    RESTRICTIONS
      ON TRANSFER OF INTERESTS

     

    6.01       Restrictions
      on Transfer. Notwithstanding any other provision of this Agreement, no Party
      shall, directly or indirectly, transfer any ownership of such Party (including
      the economic attributes associated therewith), unless such Transfer is in
      accordance with the terms of this Article VI. The restrictions on Transfer
      set
      forth in this Article VI may be waived by the unanimous consent of the
      Parties.

     

    6.02       Right
      of First Refusal. If a Party (“Offering Party”) desires to sell or otherwise
      Transfer all, or any part, of such Party’s ownership interest (the “Offered
      Interest”) then such Party may do so, only to a Bona Fide Purchaser, and in
      accordance with the following procedure:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    a)       the
      Offering Party shall first offer to sell the Offered Interest to the remaining
      Party(s) (the “Non-Offering Parties”) by delivering to TOT SIBBNS and each of
      the Non-Offering Parties a written notice of the proposed Transfer. Such notice
      (a “Transfer Notice”) shall state the number of [shares] offered, together with
      the proposed price and other material terms of the Bona Fide Purchaser’s offer.
      The Non-Offering Parties shall have the right, within 30 days after receipt
      of
      the Transfer Notice (the “RFR Period”), to elect to purchase the Offered
      Interest in such amounts as the Parties shall agree amongst themselves, or
      failing agreement, pro rata, in accordance with their Percentage Interest in
      the
      TOT SIBBNS, at a price equal to the amount proposed to be paid by the Bona
      Fide
      Purchaser, pro-rated to the portion of such Offering Party’s Interest being
      acquired by each purchasing Non-Offering Party (the “RFR Price”). 

     

    b)       If
      the Non-Offering Parties do not elect to, or fail to, purchase all of the
      Offered Interest within the applicable period, then the Offering Party shall
      be
      free to Transfer all of the Offered Interest to a Bona Fide Purchaser (subject
      to Sections 3 and 4 below) within 30 days following the earlier of: (i) the
      expiration of the RFR Period, or (ii) the giving of written notice by all
      of the Non-Offering Parties to the Offering Party that they elect to purchase
      none or a specified portion of the Offered Interest. The Offering Party shall
      notify the Company in writing of the consummation of the Transfer of the Offered
      Interest.

     

    c)       If
      the Offering Party does not Transfer all of the Offered Interest within the
      30-day period specified in subsection (b) above, then no subsequent Transfer
      may
      be made without first re-offering the Offered Interest to the Non-Offering
      Parties in accordance with this Section 2.

     

    6.03       Tag-Along
      Rights. In the event that any Offering Party intends to Transfer any of the
      Interest held by him, her or it, then, within the RFR Period, any Non-Offering
      Party may, by notification to the Offering Party and the Company, elect to
      participate in such Transfer in lieu of exercising its right of first refusal.
      Any Non-Offering Party that fails to notify the Offering Party within such
      period shall be deemed to have waived its rights hereunder. If a Non-Offering
      Party so notifies the Offering Party it shall have the right to sell, at the
      same price and on the same terms and conditions as the Offering Party, an amount
      of Interest equal to the Interest the Bona Fide Purchaser actually proposes
      to
      purchase (after giving effect to any Interest purchased by Non-Offering Parties
      pursuant to Section 6.02 above) multiplied by a fraction, the numerator of
      which
      shall be the number of Interests issued and owned by any such Non-Offering Party
      and the denominator of which shall be the aggregate number of Interest the
      Bona
      Fide Purchaser actually proposes to purchase (after giving effect to any
      Interest purchased by Non-Offering Parties pursuant to Section 6.02 above),
      plus
      the aggregate number of Interest held by the Non-Offering Parties exercising
      their tag-along rights pursuant to this Section.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.04       Drag
      Along Rights.

     

    a)       If
      at any time one or more Offering Parties propose to Transfer Interests to a
      Bona
      Fide Purchaser representing more than sixty percent (60%) of the Interest,
      the
      Offering Party may require all Parties holding Interests to participate in
      such
      Transfer in accordance with this Section 6.04. Each Member (including the
      Transferring Member) shall then have the obligation to Transfer, at the same
      price per share and upon identical terms and conditions as such proposed
      Transfer, all Interest owned by such Member. The proposed Transfer may be for
      cash or other consideration including securities, issued as part of a merger,
      share exchange, consolidation, reorganization, recapitalization, combination
      or
      similar transaction.

     

    b)       Each
      Offering Party electing to require other Members to participate in a Transfer
      pursuant to this Section 6.04 shall deliver to the Company and each other Member
      a notice containing the information required in a First Refusal Notice pursuant
      to the Article.

     

    c)       Each
      Party shall make representations as to good title and the absence of liens
      with
      respect to such Party’s Interest required to be transferred and as to the
      ownership of such Party’s Interest and the authority for and the validity and
      binding effect of any agreements entered into by such Party in connection with
      such Transfer; provided
      that no
      Party shall be required to make representations or warranties which are more
      extensive or accept obligations which are more onerous than those which are
      made
      or accepted by the Offering Party. No Party is required to effect a Transfer
      pursuant to this Section which a Member is unable to effect. Should any
      transaction for which a notice is given pursuant to this Section not be
      completed within one hundred twenty (120) days from the effective date of the
      notice, the Parties will have no further obligation to proceed with the
      transaction for which the notice was given and the Interest which were the
      subject mater of the transaction will remain subject to the terms and conditions
      of the this Agreement, provided that Offering Parties representing more than
      sixty percent (60%) of the Interest may, in good faith, extend this period
      for
      one time only for an additional period of thirty (30) days, if, in their
      reasonable judgment, the contemplated transaction remains likely to be
      consummated or the contemplated transaction has not been consummated because
      a
      Party has defaulted in his or her obligations hereunder.

     

    ARTICLE
      VII

     

    INDEMNIFICATION
      OF TOT SIBBNS

     

    Except
      as
      expressly provided herein, the Parties to this Agreement shall have no liability
      to the other for any loss suffered which arises out of any action or inaction
      if, in good faith, it is determined that such course of conduct was in the
      best
      interests
      of TOT
      SIBBNS and such course of conduct did not constitute negligence or misconduct.
      The Parties to this Agreement shall each be indemnified by the other against
      losses, judgments, liabilities, expenses and amounts paid in settlement
      of any
      claims sustained by it in connection with TOT SIBBNS. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

     

    ACCOUNTS

     

    8.01       Books.
      TOT SIBBNS will maintain complete and accurate books of TOT SIBBNS’s affairs at
      TOT SIBBNS principal office. TOT Energy will have access thereto at all
      reasonable times. TOT Energy shall establish such audit controls as it deems
      necessary to comply with its obligations pursuant to the rules and regulations
      of the SEC and other regulators. Such books and records shall be maintained
      in
      accordance with applicable Russian account rules and shall be translated into
      GAAP as necessary.

     

    8.02       Reports,
      Returns and Audits. The Manager will furnish or will cause to be furnished
      to
      each Party:

     

    
      	 	
              (a)

            	
              Within
                fifteen (15) days after the end of each calendar month a cash receipt
                and
                disbursement statement for TOT SIBBNS for the preceding month.
                Additionally, such monthly statement shall include a statement from
                the
                Manager as to additional cash requirements of TOT
                SIBBNS.

            


    

     

    
      	 	
              (b)

            	
              Within
                thirty (30) days after the end of the Fiscal Year, audited financial
                statements for TOT SIBBNS prepared by auditors as retained by TOT
                Energy,
                such financial statements to include a statement of income, balance
                sheet,
                change in capital and statement of changes in cash flow.
                

            


    

     

    
      	 	
              (c)

            	
              Within
                thirty (30) days prior to the end of a Fiscal Year an annual budget
                for
                TOT SIBBNS for the next Fiscal Year of TOT SIBBNS. Such budget shall
                reflect the Manager’s reasonable estimates of the anticipated revenue and
                expenses of TOT SIBBNS on a monthly basis for TOT
                SIBBNS.

            


    

     

    ARTICLE
      IX

     

    MISCELLANEOUS
      PROVISIONS

     

    9.01
             Validity. In the event that any
      provision of this Agreement shall beheld to be invalid, the same shall not
      affect in any respect whatsoever the validity of the remainder of this
      Agreement. 

     

    9.02       Disputes.
      Any controversy arising under or relating to the interpretation or
      implementation of this Agreement or the breach thereof shall be construed under
      the laws of the State of Florida, USA and shall be settled by binding
      arbitration in London, England, under the rules of the International Arbitration
      Association. The prevailing party in arbitration and litigation shall be
      entitled to payment for all costs and attorney’s fees (both trial and appellate)
      incurred by it in regard to the proceedings.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.03
             Integrated Agreement. This Agreement
      constitutes the entire understanding and agreement among the parties hereto
      with
      respect to the subject matter hereof, and there are no agreements,
      understandings, restrictions or warranties among the parties other than those
      set forth herein provided for. 

     

    9.04
             Headings. The headings, titles and
      subtitles used in this Agreement are for ease of reference only and shall not
      control or affect the meaning or construction of any provision hereof.


     

    9.05
             Notices. Except as may be otherwise
      specifically provided in this Agreement, all notices required or permitted
      hereunder shall be in writing and shall be deemed to be delivered when deposited
      with an international courier postage prepaid, certified or registered mail,
      return receipt requested, addressed to the parties at their respective addresses
      set forth in this Agreement or at such other addresses as may be subsequently
      specified by written notice. 

     

    9.06
             Severability. Every provision hereof
      is intended to be severable, and if any term or provision hereof is illegal
      or
      invalid for any reason whatsoever or would affect TOT SIBBNS status for income
      tax purposes, such provision shall be invalid, but such illegality or invalidity
      shall not affect the validity of the remainder of the Agreement.

     

    9.07
             Other Instruments. The parties hereto
      covenant and agree that they will execute each such other and further
      instruments and documents as are or may become reasonably necessary or
      convenient to effectuate and carry out the purposes of this Agreement.


     

    9.08       Counterparts.
      This Agreement may be executed in counterparts, each of which shall be deemed
      to
      be an original, and shall be binding upon the Party or Parties who executed
      the
      same, but all of such counterparts shall constitute one and the same
      agreement.

     

    9.09       Construction.
      Every covenant, term, and provision of this Agreement shall be construed simply
      according to its fair meaning and not strictly for or against any
      Party.

     

    9.10       Amendments/Modifications.
      This Agreement may only be amended or modified by a written instrument executed
      by all Parties hereto and/or bound hereby.

     

    [Signatures
      appear on following page]

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
      Effective Date. 

     

    
      	
              TOT
                ENERGY, INC.

              


              


              


              By:
                ________________________

              Name:
                Mike Zoi

              Title:
                Chief Executive Officer

              
 

              


              EVGENI
                BOGARAD

              


              


              


              ____________________________

              Evgeni
                Bogarad