GAS
      SALES AND PURCHASE AGREEMENT

    


    KNOW
      ALL
      MEN BY THESE PRESENTS:

    


    This
      Gas
      Sales and Purchase Agreement (hereafter “Agreement”) made and entered into by
      and between:

    


    


    PNOC
      EXPLORATION CORPORATION,
      a
      corporation duly organized and existing under and by virtue of Philippine laws
      and a subsidiary of the Philippine National Oil Company, a government-owned
      and
      controlled corporation created under P.D. No. 334, as amended, with principal
      office at Building 1, Energy Center, Fort Bonifacio, Taguig City, Metro Manila,
      represented herein by its President and Chief Executive Officer, Mr.
      RAFAEL E. DEL PILAR,
      who is
      duly authorized to represent it in this Agreement, and hereinafter referred
      to
      as ”SELLER”;
      and

    


    and

    


    ENERGTEK
      PRODUCTS LTD.,
      a
      company duly organized and existing under the laws of Israel, with address
      at 94
      Em Hamoshavot, St., Park Azorim, Alon Building, Tower A, 7th
      Floor,
      Petach Tikva 49527, Israel, represented by its President and Chief Executive
      Officer, Mr.
      LEV ZAIDENBERG
      (hereinafter also referred to as the "BUYER).
      

    


    (SELLER
      and
BUYER
      are
      hereafter referred to collectively as “Parties” and individually as
“Party”).

    


    


    WITHNESSETH:
      That-

    


    
      	
              A.

            	
              WHEREAS,
                SELLER,
                as the oil and gas exploration and production arm of the Philippine
                National Oil Company, is at the forefront of efforts to realize the
                Philippine government’s goal of assuring viable energy supply for the
                country and has been actively engaged in the search for indigenous
                sources
                of energy since its establishment in
                1976.

            


    

    


    


    
      
        
           

        

        
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              B.

            	
              WHEREAS,
                SELLER
                operates the San Antonio Gas Power Project (“SAGP”), located in Echague,
                Isabela under Service Contract No. 37 (SC37), granted by the Department
                of
                Energy on July 18, 1990.

            


    

    


    
      	
              C.

            	
              WHEREAS,
                SAGP is involved in the extraction and production of natural gas
                from the
                Reservoir through gas production facilities (“Gas Plant”) and utilization
                of such natural gas as fuel to generate electricity through power
                generation facilities (“Power
                Plant”).

            


    

    


    
      	
              D.
                

            	
              WHEREAS,
                SELLER
                expects to cease the operations of the Power Plant when the Gas Plant
                can
                no longer supply the natural gas requirements of the Power Plant
                due to
                the declining pressure of the
                Reservoir

            


    

    


    E. WHEREAS,
      the BUYER,
      has the
      technology and experience in the usage of Natural Gas for transportation
      vehicles and after conducting due diligence on the reservoir and facilities
      of
      SELLER, has expressed its interest to put up and operate gas filling facilities
      at its sole risk, using its proprietary technology to supply the remaining
      or
      residual volume of natural gas in the San Antonio gas reservoir to the transport
      sector within the area. 

    


    NOW,
      THEREFORE, in view of the foregoing premises and in consideration of the mutual
      covenants and agreements hereinafter set forth, the Parties hereby agree as
      follows:

    


    


    1. DEFINITION
      OF TERMS

    


    “Billing
      Period”
shall
      mean the time interval from 10:00AM on the twentieth (20th)
      day of
      the current month to 10:00 AM on the twentieth (20th)
      day of
      the following month where Parties shall read the Fiscal Meter and accumulate
      data needed for the purpose of billing Natural Gas delivered to
      BUYER.

     

    "Delivery
      Facilities"
      shall
      mean such wells, onshore gas production and processing facilities, Compressed
      Natural Gas (CNG) Refilling station, and other existing facilities located
      in
      Echague, Isabela, necessary for SELLER to produce from the Reservoir and tender
      for delivery to the BUYER at the Delivery Point the quantities of Natural Gas
      which may be required to be tendered for delivery under this Agreement and
      to
      process any associated liquids.

    


    


    
      
        
           

        

        
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    “Delivery
      Point”
refers
      to the point in the San Antonio gas production facilities where the first flange
      coupling/connector after the CNG Refilling Station is located.

     

    "Department
      of Energy"
      and its
      abbreviation "DOE"
      shall
      mean the Department of Energy of the Republic of the Philippines created under
      Republic Act No.7638 or any successor thereof from time to time.

     

    “Fiscal
      Meter”
refers
      to the gas meter installed at the Gas Plant which shall be the basis for
      determining the quantities of Natural Gas delivered to the BUYER for billing
      and
      payment purposes. 

     

    “Natural
      Gas”
shall
      mean any hydrocarbons or mixture of hydrocarbons and other gases consisting
      primarily of methane from the Reservoir produced by the Delivery
      Facilities.

     

    “Reservoir”
refers
      to the currently producing natural gas-bearing underground rock formation
      located in Echague, Isabela under Service Contract 37

    


    


    2. SCOPE
      OF AGREEMENT

    


    2.1. This
      Agreement shall refer to the sale of Natural Gas by SELLER to
      BUYER.

    


    


    3. AGREEMENT
      FOR SALE AND PURCHASE

    


    3.1. SELLER
      shall sell and tender Natural Gas for delivery to the BUYER and the BUYER shall
      purchase and take from SELLER Natural Gas on the terms and subject to the
      conditions specified in this Agreement. Any of the provision of this Agreement
      to the contrary notwithstanding and for the avoidance of doubt, it is hereby
      understood that: 

     

    
      	 	
              a)

            	
              SELLER
                shall operate the Gas Plant; 

            


    

     

    
      	 	
              b)

            	
              SELLER
                does not guarantee the quality or total volume of Natural Gas that
                will be
                supplied;

            


    

     

    


    
      
        
           

        

        
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              c)

            	
              BUYER
                does not commit to buy Natural Gas on a “take-or-pay”
                basis

            


    

     

    3.2. SELLER
      shall sell and tender Natural Gas for delivery to the BUYER on a best efforts
      basis and does not guarantee the volumes or qualities of Natural Gas to be
      delivered at any given time. SELLER shall, on a current basis, provide to the
      BUYER information regarding the state of the Reservoir. 

     

    3.3. Notwithstanding
      the specifications of the Natural Gas as provided in Annex 2 or any other
      provision of this Agreement, SELLER does not guarantee the specifications and
      quality of Natural Gas. For avoidance of doubt, BUYER shall be deemed to have
      accepted the quality of Natural Gas once it passes through the Delivery Point.
      SELLER shall not be liable to BUYER, customers of BUYER, or other third persons
      for any incident or event directly or indirectly arising from, or in connection
      with the quality of Natural Gas.

     

    3.4. Notwithstanding
      the provisions of Section 9, title to and risk of loss of or damage caused
      to
      BUYER, its customers or other third parties by the Natural Gas delivered under
      the terms of this Agreement shall pass to the BUYER upon delivery of the Natural
      Gas at the Delivery Point. 

     

    3.5. Notwithstanding
      Section 3.2, all additional facilities or equipment, such as but not limited
      to
      compressors and filters, to be installed to meet the requirements of the BUYER
      (“Additional Facilities”) shall be at the cost of the BUYER, owned by the BUYER
      and subject to the BUYER’s will. The Additional Facilities shall conform to
      International Organization for Standardization (ISO) standards or equivalent,
      and as applicable, shall be duly certified by competent Philippine
      authorities.

     

    3.6. SELLER
      undertakes to provide proper maintenance of the Delivery
      Facilities.

     

    3.7. BUYER
      shall be allowed access to the Delivery Facilities to install, maintain and
      operate Additional Facilities as described in Annex 3 upon written consent
      of
      the SELLER, provided that such written consent shall not be withheld if the
      BUYER has demonstrated the necessity, safety and integrity of such Additional
      Facilities to the reasonable satisfaction of the SELLER. 

     

    


    
      
        
           

        

        
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    3.8. The
      Parties shall cooperate in order to secure all the necessary approvals from
      any
      governmental authority or any local authority for the fulfillment of this
      Agreement, including but not limited to the usage of the Delivery Facilities
      and
      the installation and usage of the Additional Facilities. 

     

    


    4. PERIOD
      OF AGREEMENT

    


    4.1. Subject
      to Section 12 hereof, this Agreement shall come into force and effect on the
      date it is executed by the Parties (the "Effective Date") and shall terminate
      upon the occurrence of the earlier of the following: 

    


    
      	 	
              (a)

            	
              Upon
                BUYER and SELLER determining that the Delivery Facilities are no
                longer
                capable of producing a reasonable amount of Natural Gas
                ;

            


    

     

    
      	 	
              (b)

            	
              When
                the Parties agree in writing to terminate the
                Agreement;

            


    

     

    
      	 	
              (c)

            	
              Either
                Party may terminate this Agreement upon a breach of the material
                obligations, warranties and representations of the other Party under
                this
                Agreement that is not cured by the other Party within 30 days after
                receiving written notice from the first Party of such
                breach

            


    

     

    5. TERMS
      OF PAYMENT

    


    5.1. All
      Natural Gas delivered or to be paid for under this Agreement shall be paid
      for
      at the Prevailing Contract Price (“P1”) which shall be applied to the quantities
      of the Natural Gas delivered as provided in Annex 1. The Prevailing Contract
      Price and the interest rates as per clauses 5.5 and 5.6 shall be reviewed by
      both Parties at least on a semi-annual basis. The Parties shall respect the
      Prevailing Contract Price unless substantial changes occur in the cost of
      maintaining and operating the Delivery Facilities that would justify the
      increase in the Prevailing Contract Price. The Parties shall consider the
      interest rates taking into account the interest rates charged in the Philippines
      for dollar loans over a relevant period as agreed by the Parties.

    


    5.2. Computation
      of Payments and Adjustments

     

    
      
        
           

        

        
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    The
      payments set forth in Section 5.1 above shall be computed at the end of each
      Billing Period. SELLER and BUYER representatives shall jointly read the Fiscal
      Meter installed and certify in writing the Fiscal Meter reading for billing
      and
      payment purposes. Such certification shall be conclusive upon the Parties.
      The
      provisions of Article 5 shall be the bases for an invoice to be prepared by
      SELLER. Within five (5) calendar days from the last day of the Billing Period,
      SELLER shall submit to BUYER such invoices which shall be due and payable on
      the
      last day of the month immediately following the Billing Period. Delay in the
      submission of such invoice beyond five (5) calendar days will automatically
      extend the due date equivalent to the number of days of delay.

    


    5.3. Taxes

    


    All
      amounts payable to SELLER pursuant to Section 5 shall be paid as required in
      Section 5.2. BUYER may deduct and withhold from all payments to SELLER such
      taxes or charges required by law and applicable withholding tax regulations
      to
      be deducted therefrom, which shall be separately stated in all
      invoices.

    


    5.4. Payments
      to be Free of Set-Off

    


    Except
      for the adjustments mentioned in Section 5.2 and the withholding tax under
      Section 5.3 of this Agreement, all payments made by BUYER under this Article
      shall be made free and clear of, and without any deduction for or on account
      of,
      any set-off, counterclaim, tax, fees or charges paid by BUYER.

    


    
      	 	
              5.5.

            	
              Disputed
                Invoices

            


    

    


    If
      BUYER
      disputes the amount specified in any invoice, BUYER shall so inform SELLER
      within seven (7) business days of receipt of such invoice. If the dispute is
      not
      resolved by the due date, BUYER shall pay the undisputed amount on or before
      such date and the Parties shall immediately meet to discuss the disputed amount,
      which shall be settled within fourteen (14) business days from the due date
      of
      such invoice together with interest of 12% per annum, without prejudice,
      however, to the final outcome of the negotiation. For the avoidance of doubt,
      the disputed amount shall not be considered an overdue account until such
      dispute is resolved.

     

    
      
        
           

        

        
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    5.6. Interest
      on Overdue Payments

    


    An
      account that has remained unpaid after the due date shall be considered an
      overdue account. All overdue accounts shall be charged with interest penalty
      of
      18% per annum for the duration of time the account has remained
      overdue

    


    5.7. Remittance
      of Payments

    


    Payments
      to SELLER shall be remitted to a bank account as per the notice to be provided
      by SELLER to BUYER.

    


    


    6. FORCE
      MAJEURE 

    


    6.1. No
      failure or omission to perform, carry out or observe any of the terms,
      provisions or conditions of the Agreement shall give rise to any claim by a
      Party hereto against the other Party or be deemed to be a breach of the
      Agreement if the same shall be caused by or arise out of any of the Force
      Majeure relevant to the area of San Antonio as hereinafter
      enumerated:

    


    any
      war,
      declared or not; hostilities, riots or belligerence, blockade, revolution,
      insurrection, riot, public disorder, insurgency; rationing or allocation,
      whether imposed by law, decree or regulation, or by compliance of industry
      at
      the insistence of any governmental authority; or fire, unusual flood,
      earthquake, volcanic activity, storm, typhoons, lightning, tide (other than
      normal tides), tsunamis, unusually severe weather conditions, perils of the
      sea,
      accidents of navigation or breakdown or injury of vessels, accidents to harbors,
      docks, canals or other assistance to or adjuncts of shipping or navigation;
      epidemic, quarantine, strikes or combination of workmen, lockouts or other
      labor
      disturbances, or any other event, matter or thing, wherever occurring, which
      shall not be within the reasonable control of the party affected thereby; (i.e.,
      unexpected lower gas potential or quality, diminishing gas reserves, social
      and
      environmental concerns, etc.)

    


    Provided,
      however, that:

     

    
      
        
           

        

        
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              (a)

            	
              The
                Party invoking Force Majeure shall notify the other Party as soon
                as
                reasonably possible of the nature of the Force Majeure and the extent
                to
                which the Force Majeure suspends the affected Party’s obligations under
                this Agreement;

            


    

     

    
      	 	
              (b)

            	
              The
                suspension of performance is of no greater scope and of no longer
                duration
                than is required by the Force
                Majeure;

            


    

     

    
      	 	
              (c)

            	
              The
                non-performing Party shall use its best efforts to remedy its inability
                to
                perform and resume performance of its obligations as soon as the
                Force
                Majeure condition no longer exists;

            


    

     

    
      	 	
              (d)

            	
              When
                the non-performing Party is able to resume performance of its obligations
                under this Agreement that Party shall give the other Party written
                notice
                to that effect; 

            


    

     

    
      	 	
              (e)

            	
              The
                Force Majeure must not have been caused by or connected with any
                negligent
                or intentional acts, errors or omissions or failure to comply with
                any law
                rule, regulation, order, or ordinance or by any breach or default
                of this
                Agreement; and

            


    

     

    
      	 	
              (f)

            	
              A
                Party’s delay or failure to perform its obligations arising before the
                occurrence of Force Majeure shall not be excused by the later occurrence
                of such event.

            


    

     

    6.2. Remedies

    


    Except
      as
      otherwise provided, in no event shall any condition of Force Majeure extend
      this
      Agreement beyond its term. If any condition of Force Majeure delays a Party’s
      performance for a time period greater than ninety (90) calendar days, the Party
      affected by such Force Majeure may suspend this Agreement. If the Force Majeure
      prevents a Party’s performance for a period greater than one hundred and eighty
      (180) days, the Parties hereto shall meet to discuss the basis and terms upon
      which the arrangements set out in this Agreement may be continued. The Parties
      hereto shall consult with each other and take all reasonable steps to minimize
      the losses of either Party resulting from the Force Majeure.

     

    
      
        
           

        

        
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    7. NOTICES

    


    7.1. All
      notices under this Agreement shall be in writing and shall be given at such
      addresses or facsimile numbers as the Parties shall specify from time to time
      by
      notice. In the absence of any addressee's notice to the contrary, notices shall
      be given at the following addresses:

    


    
      	 	
              (a)

            	
              PNOC
                Exploration Corporation

            


    

    Building
      1, Energy Complex, Merritt Road

    Fort
      Bonifacio, Taguig City

    Metro
      Manila

    Fax
      No.:
      +632-840-2348

    For
      the
      attention of the President

    


    
      	 	
              (b)

            	
              Energtek
                Products Ltd

            


    

    Dereh
      Em
      Hamoshavot 94

    Petakh
      Tikva 49527

    Israel

     

    7.2. Either
      Party may, by written notice to the other, change the representative or the
      address to which such notices and communications are to be sent.

    


    


    8. CONFIDENTIALITY

     

    8.1. Except
      to
      the extent it shall otherwise be required under applicable laws and regulations,
      included but not limited to the requirements of the U.S. Securities and Exchange
      Commission, each Party shall keep strictly confidential any and all information
      concerning the transaction contemplated under this Agreement and any other
      information marked as “Confidential” (as may be classified as confidential
      information, hereafter “Confidential Information”) and shall not disclose the
      same to any third party and the Party’s officers and/or employees not directly
      involved in the Project. 

     

    8.2. The
      party
      receiving the Confidential Information (“Receiving Party”) may disclose the
      Confidential Information without the other Party’s (“Disclosing Party”) prior
      written consent to an Affiliated Company (as herein defined), provided that
      the
      Receiving Party guarantees the adherence of such Affiliated Company to the
      terms
      of this Agreement. “Affiliated Company” shall mean any company or legal entity
      which (a) controls either directly or indirectly the Receiving Party, or (b)
      is
      controlled directly or indirectly by the Receiving Party, or (c) is directly
      or
      indirectly controlled by a company or entity which directly or indirectly
      controls the Receiving Party. “Control” means the right to exercise 50% or more
      of the voting rights in the appointment of the directors of Affiliated
      Company.

     

    


    
      
        
           

        

        
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    8.3. The
      Receiving Party shall be entitled to disclose the Confidential Information
      without the Disclosing Party’s prior written consent to the following persons or
      entities who have a clear need to know to enable the Receiving Party to perform
      its obligations under this Agreement:

     

    
      	 	
              (a)

            	
              employees,
                officers and directors of the Receiving
                Party;

            


    

     

    
      	 	
              (b)

            	
              employees,
                officers and directors of any of its Affiliated
                Companies
                (as defined);

            


    

     

    
      	 	
              (c)

            	
              any
                prospective partner or professional consultant or agent retained
                by the
                Receiving Party for the purpose of evaluating the confidential
                information; or

            


    

     

    
      	 	
              (d)

            	
              any
                bank or lending institution which is considering financing the Receiving
                party’s, or its Affiliated
                Company’s
                participation in the Project,
                including any professional consultant retained by such bank or lending
                institution for the purpose of evaluating the Confidential
                Information.

            


    

     

    
      	 	
              (e)

            	
              to
                the stock exchange on which a Party’s or its Affiliated Company's shares
                are listed, when so required by the rules and regulations of such
                stock
                exchange.

            


    

     

    Prior
      to
      making any such disclosures to persons or entities under sub-paragraphs (c),
      and
      (d) above, however, the Receiving Party shall obtain an undertaking of
      confidentiality, from such person or entity, if so required by the Disclosing
      Party.

    


    Notwithstanding
      Section 4, the confidentiality obligations set forth in this section shall
      terminate three (3) years after the termination of this Agreement.

    


    
      
        
           

        

        
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    9. LIABILITY
      AND INDEMNITY 

    


    9.1
      Pursuant to the provisions of Sec. 3.4, ownership of the Natural Gas is
      transferred from the Seller to Buyer after such Natural Gas passes through
      the
“Delivery Point.” All risk of loss of any kind or nature whatsoever after the
“Delivery Point” arising from the delivery, storage or usage of the Natural Gas
      shall be for the sole risk of the Buyer. Seller shall also not be liable to
      the
      Buyer, its customers or other third parties for the volume and quality of the
      gas.”

    


    9.2
       Except
      as
      expressly provided in this Agreement, the SELLER shall forego all claims against
      the BUYER and its Affiliated Companies and shall hold harmless and indemnify
      the
      BUYER and its Affiliated Companies against any and all liability in respect
      of
      any of the following insofar as caused by or arising in the course of
      performance or purported performance of this Agreement (whether or not involving
      the negligent act or omission of the BUYER and its Affiliated Companies, its
      directors or other officers, employees, agents, contractors, or sub-contractors)
      namely: 

    


    
      	 	
              (a)

            	
              any
                death, injury or illness of any officer, employee, agent, contractor
                or
                sub-contractor of the Seller;

            


    

    


    
      	 	
              (b)

            	
              any
                physical loss or damage to the Delivery Facilities (and any loss
                including
                consequential losses associated with or arising from such loss or
                damage);
                or 

            


    

    


    
      	 	
              (c)

            	
              any
                death, injury or illness of any third party or damage to the property
                of
                any third party occurring on or as a result of an accident involving
                any
                of the Delivery Facilities, 

            


    

    


    SELLER
      shall hold harmless and indemnify the BUYER and its Affiliated Companies from
      and against any and all costs, damages or expenses whatsoever incurred by the
      BUYER and its Affiliated Companies in respect of any claims, demands,
      proceedings or causes of action arising from such death, injury, illness, loss
      or damage.

    


    9.3
       Except
      as
      expressly provided in this Agreement the BUYER shall forego all claims against
      the SELLER and its Affiliated Companies for and shall hold harmless and
      indemnify the SELLER and its Affiliated Companies against any and all liability
      in respect of any of the following insofar as caused by or arising in the course
      of performance or purported performance of this Agreement (whether or not
      involving the negligent act or omission of the Sellers, their directors or
      other
      officers, employees, agents, contractors or sub-contractors)
      namely:

     

    
      
        
           

        

        
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              (a)

            	
              any
                death, injury or illness of any officer, employee, agent, contractor,
                sub-contractor or customer of the Buyer;


            


    

     

    
      	 	
              (b)

            	
              any
                physical loss or damage to the facilities of the BUYER or its customers
                (and any loss including consequential losses associated with or arising
                from such loss or damage); or 

            


    

     

    
      	 	
              (c)

            	
              any
                death, injury or illness of any third party or damage to the property
                of
                any third party occurring on or as a result of an accident involving
                any
                of the BUYER’s facilities, products or services;
                

            


    

     

    BUYER
      shall hold harmless and indemnify the SELLER and its Affiliated Companies from
      and against any and all costs, damages, legal fees liabilities or expenses
      whatsoever incurred by the SELLER and its Affiliated Companies in respect of
      any
      claims, demands, proceedings or causes of action arising from such death,
      injury, illness, loss or damage.

    


    9.3a. To
      secure
      its obligations under Sec. 9.3, BUYER shall, not later than thirty (30) days
      prior to the installation of the Additional Facilities and the commencement
      of
      its operations, obtain an insurance policy from a reputable and creditworthy
      insurance company, such as an insurance company as per the list in Annex 4
      or
      another insurance company acceptable to SELLER, in an amount not less than
      the
      value of the maximum volume of Natural Gas that may be stored at BUYER’s
      facilities at any given time.

     

    SELLER
      shall have a right to recover on the insurance policy, bond or guarantee
      obtained by BUYER for any and all costs, damages, legal fees, liabilities or
      expenses whatsoever incurred by the SELLER and its Affiliated Companies in
      respect of any claims, demands, proceedings or causes of action arising from
      death, injury, illness, loss or damage occurring on or as a result of an
      accident involving any of the BUYER’s facilities, products or
      services.

     

    9.4. None
      of
      the preceding provisions of this Section 9 shall:

     

    
      
        
           

        

        
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              (a)

            	
              prevent
                or restrict any Party from bringing a claim which it would otherwise
                be
                entitled to bring against the other Party arising out of gross negligence
                or wilful misconduct of that other Party;
                or

            


    

     

    
      	 	
              (b)

            	
              prevent
                or restrict any Party from making any charge or recovery or claiming
                any
                relief which it is expressly entitled to make or claim under any
                other
                provision of this Agreement.

            


    

     

    9.5
      No
      Party shall owe or incur any liability whatsoever to another Party howsoever
      arising whether in contract or tort (including through negligence or otherwise)
      except in respect of any breach of any obligation, warranty or covenant
      contained herein subject to the limitations expressly provided for
      herein.

     

    9.6
      Except as expressly provided in this Agreement no Party shall owe or incur
      any
      liability whatsoever to another Party for any loss of contract, business
      opportunity, profits, production, revenue or interest payable or any other
      consequential loss of a similar nature howsoever caused, arising out of or
      in
      connection with this Agreement and whether or not foreseeable at the date of
      this Agreement irrespective of whether such loss is caused or contributed to
      by
      the negligence of another Party or by any other act, omission or breach of
      this
      Agreement by another Party.

     

    9.7
       Knowledge
      of the condition and estimated remaining life of the Reservoir and the Delivery
      Facilities

     

    Any
      provision of this Agreement to the contrary notwithstanding and for the
      avoidance of doubt, BUYER hereby warrants and represents that it is fully aware
      of the condition of the Reservoir, the quality of the Natural Gas and its
      estimated remaining life and the condition of the Delivery Facilities based
      on
      its own conduct of due diligence and the information provided by the SELLER.
      BUYER therefore hereby unconditionally and irrevocably holds the SELLER, its
      stockholders, directors, officers, employees and representatives from any and
      all claims, liability, suits, proceedings or actions arising from, or in
      connection with, directly or indirectly, the quality of the Natural Gas and
      depletion of the Reservoir.

     

    
      
        
           

        

        
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    10. ASSIGNMENT

    


    10.1. No
      Party
      shall be entitled to assign or transfer its respective rights and obligations
      arising under this Agreement without the consent in writing of the other Party
      provided that such consent shall not be unreasonably withheld if the Party
      who
      wishes to assign or transfer has demonstrated to the reasonable satisfaction
      of
      the other Party that the proposed assignee has adequate financial, technical
      and
      legal ability to observe and perform the obligations to be assigned. The
      assigning Party shall remain liable under this Agreement until the assigning
      Party or its assignee demonstrates to the reasonable satisfaction of the other
      Parties that the assignee has the abilities to perform the obligations of the
      assigning Party under this Agreement. Upon assignment and transfer of a Party’s
      rights and obligations to its assignee in accordance with this Section 10,
      the
      assigning Party shall no longer be part of the Agreement and shall no longer
      be
      liable according to the same. 

    


    10.2. No
      Party
      shall be bound by an assignment or transfer by another Party of its rights
      and
      obligations under this Agreement unless the conditions set out in Section 10.1,
      as applicable, have been met and until the assignee has confirmed in writing
      to
      the other Party that it will exercise the rights and faithfully observe and
      perform the obligations assigned to it strictly in accordance with the terms
      of
      this Agreement.

    


    


    11. DISPUTE
      RESOLUTION

    


    SELLER
      and
BUYER
      recognize
      that circumstances may arise with respect to the terms and conditions in the
      implementation of this Agreement that could not have been foreseen at the time
      this Agreement was entered into. Both Parties agree that they will exert their
      best efforts to solve any problem amicably in the spirit of mutual understanding
      and cooperation so that no Party shall be unduly prejudiced or benefited on
      account of unforeseen supervening circumstances or events. 

    


    In
      the
      event that a dispute occurs, the Parties shall endeavor to reach an amicable
      understanding. However, in the event of a dispute arising from or related to
      this Agreement which cannot be settled amicably, such dispute shall be resolved
      through arbitration under the Alternative Dispute Resolution Act of 2004
      (Republic Act No. 9285) and the Arbitration Law (Republic Act No. 876) upon
      notice (the “Notice of Arbitration”) by one Party (the “Claimant”) on another
      (the “Respondent”).

     

    
      
        
           

        

        
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    The
      arbitration shall be conducted by three (3) arbitrators. Each Party in such
      dispute shall appoint one (1) arbitrator, and the two arbitrators so nominated
      shall appoint the third arbitrator who shall be the presiding arbitrator of
      the
      tribunal.

    


    If
      any
      arbitrator is not appointed as provided above within thirty (30) days after
      receipt of the Notice of Arbitration by the Respondent, then such arbitrator
      shall be appointed by the National President of the Integrated Bar of the
      Philippines (IBP) or his duly authorized representative pursuant to Section
      26
      of the Alternative Dispute Resolution Act of 2004 (Republic Act No. 9285).
      If
      within thirty (30) days after the appointment of the second arbitrator the
      two
      arbitrators have not agreed on the choice of the presiding arbitrator, the
      presiding arbitrator shall likewise be appointed by the National President
      of
      the IBP or his duly authorized representative. If an arbitrator fails or is
      unable to act, his successor will be appointed in the same manner as the
      arbitrator whom he succeeds

    


    In
      accordance with 19 below, the arbitrators shall apply Philippine Law in
      construing this Agreement and determining the rights, obligations and
      liabilities (if any) of the Parties. The arbitration shall be conducted in
      the
      English language and the place of arbitration shall be Metro Manila,
      Philippines.

    


    


    
      	
              12.

            	
               LICENSES
                AND AUTHORIZATIONS

            


    

    


    The
      effectivity and validity of this Agreement is conditioned upon Parties’ securing
      all necessary corporate and Government, approvals, consents, permits and
      licenses to pursue its obligations under this Agreement including the approval
      of the DOE. 

     

    13. ENTIRE
      AGREEMENT

    


    This
      Agreement together with Annexes 1, 2, 3 and 4 constitute the entire agreement
      between the Parties in respect of its subject matter and supersedes and renders
      without force and effect any agreements, contracts, representations and
      understandings, oral or written, made prior to or at the signing of this
      Agreement.

     

    
      
        
           

        

        
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    14. NO
      PARTNERSHIP

    


    Nothing
      in this Agreement shall be deemed to constitute a partnership, association
      or
      trust between any of the Parties or to appoint any Party the agent of any other
      Party for any purpose, or cause a Party to be responsible for the debts of
      another Party.

     

    15. SUCCESSORS
      AND ASSIGNEES

    


    This
      Agreement shall bind and inure to the benefit of the Parties and their
      respective successors and permitted assignees.

     

    16. AMENDMENT

    


    This
      Agreement may not be amended except by an agreement in writing referencing
      this
      Agreement and executed by duly authorised representatives of all Parties.
      Minutes of meetings shall not constitute an agreement in writing to amend this
      Agreement.

     

    17. NON-WAIVER

    


    None
      of
      the provisions of this Agreement shall be considered waived by either Party
      except when such waiver is given in writing by the party exercising such waiver.
      The failure of either Party to insist, in any one or more instances, upon a
      strict performance of any of the provisions of this Agreement or to take
      advantage of any of its rights hereunder shall not be construed as a waiver
      of
      any such provisions or the relinquishment of any such rights for the future
      but
      the same shall continue and remain in full force and effect.

     

    
      
        
           

        

        
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    18.  SEPARABILITY

    


    If
      any
      part or parts of this Agreement shall be declared invalid by competent courts,
      the other parts hereof not affected or impaired thereby shall continue to be
      in
      full force and effect.

    


    19. GOVERNING
      LAW

    


    This
      Agreement shall be exclusively governed by and construed in accordance with
      the
      law of the Republic of the Philippines.

    


    
      	
              20.

            	
              COUNTERPART
                EXECUTION

            


    

     

    This
      agreement may be executed in any number of counterparts with the same effect
      as
      if the signatures to each counterpart were upon the same instrument. If the
      Agreement is executed on different dates, the Agreement Date shall mean the
      latest date in the chronological order of execution.

     

    IN
      WITNESS
      whereof
      the Parties hereto have set their hands this _ day of July, 2008 at
      _____________________________________.

     

    
      	
              PNOC
                EXPLORATION CORPORATION

            	 	
              ENERGTEK
                PRODUCTS LTD

            
	
               

               

              /s/
                Rafael E. Del Pilar

            	 	
               

               

              /s/
                Lev Zaidenberg

            
	
              RAFAEL
                E. DEL PILAR

            	 	
              LEV
                ZAIDENBERG

            
	
              President
                and CEO

            	 	
              President
                and CEO

            
	
              Date:
                July 16, 2008-07-21

              Place:
                Taguig City, Philippines

            	 	
              Date:
                July 21, 2008

              Place:
                Petah Tikva,
                Israel

            


    

       

    SIGNED
      IN
      THE PRESENCE OF 

    


    
      	   
	 	 
 
	 	 	 


    

     

    
      
        
           

        

        
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