ex1031form8k033110.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    Exhibit
10.31

    


    Agreement
No. ______

    


    CONDUCTION
OF 3D SEISMIC SURVEY

    


    BETWEEN “GEO SEISMIC SERVICE” LLP AND “Emir-Oil”
LLP

    


     

    


     

    Almaty                                                                                                    “31”
03 2010

    


    “Geo Seismic Service” LLP,
hereinafter referred to as the “Contractor”, with the registered office located
at: Petroleum Depot, Daulet village, Munaily district, 130005, Republic of
Kazakhstan, represented by the Director Kalimukhanova Z., acting on the basis of
the Articles of Association,

      and

    “Emir-Oil” LLP, hereinafter
referred to as the “Company”, with the registered office located at: Petroleum
Depot, Daulet village, Munaily district, 130005, Republic of Kazakhstan,
represented by the General Director Tolmakov T. K., acting on the basis of the
Articles of Association, have concluded the present Agreement for carrying out
of 3D seismic exploration between “Geo Seismic Services” LLP and “Emir-Oil” LLP
(hereafter referred to as the “Agreement”) on the following.

    


    


     1.           Subject
of the Agreement

    


    1.1.           The
Company entrusts and the Contractor undertakes to carry out field seismic
exploration operations “MOGT - 3D” using vibratory sources in the Agreement area
of the “Emir-Oil” LLP (structures: Begesh, Adai, North Aidai, West Aksaz), the
Agreement No. 482 dated 09.06.2004 for carrying out of exploration of
hydrocarbons in the Agreement area of the “Emir-Oil” LLP in Mangystau region of
the Republic of Kazakhstan (hereafter - "Right") as well as processing
and interpretation of seismic data.

    1.2.           Scope
of work:

    MOGT-3D -
96.55 whole square kilometers./ 15624 ft

    


    2.           Definitions

    


    2.1.           The
«Agreement» shall mean the present Agreement for carrying out of geological
exploration concluded between the Company and the Contractor as stated in the
documents below and any subsequent changes agreed in writing between the Company
and the Contractor and which is an integral part of the Agreement.

    2.2.           The
“authorities" shall mean the Governmental and/or local authorities of the
Republic of Kazakhstan.

    2.3.           The
"Contractor representative" shall mean the person appointed and presented in
writing to the Company who shall act within the duration of the present
Agreement. The Contractor representative shall be entitled to act for and on
behalf of the Contractor in all matters concerning the present
Agreement.

    2.4.           The
“Company representative” shall mean the person appointed by the Company and
presented to the Contractor in writing before and during the performance of the
Works, who will be entitled to act for and on behalf of the Company in all
matters relating to the present Agreement.

    2.5.           The
"Data" shall mean any or all data of geophysical or topographical survey
together with the appropriate documentation obtained according to the present
Agreement.

    2.6.           The
"Month" shall mean any period of 30 consecutive calendar days.

    2.7.           The
"Parties" shall mean the Company and the Contractor

    2.8.           The
"Party" shall mean either the Company or the Contractor.

    2.9.           The
"Subcontractor" shall mean a physical and/or juridical person with whom the
Contractor and/or the Company concluded an Agreement for performance of
services.

    2.10.         The
"survey area" shall mean the area in which the land-based seismic survey shall
be carried out.

    2.1.1         The
"third party" shall mean any company, a physical or juridical person or
authorities who are not the Company or Contractor or
SUBCONTRACTOR.


    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


     

    2.12.          The
"Work" and “Work program” shall mean carrying out of the land-based seismic
survey and all the tasks related to it; the below-mentioned works which shall be
provided by the Contractor according to the time constraints and terms of the
present Agreement.

    


    3.           Purpose of the
Agreement

    


    3.1.           The
purpose of this Agreement is to determine the conditions under which the Parties
agree on the performance of the Works by the Contractor using his own equipment
and personnel in full accordance with the terms of this Agreement.

    3.2.           The
Contractor shall bear full responsibility for the professional and qualified
performance of the tasks mentioned in the Works according to the international
geophysical standards, the geophysical survey practices, the safety and
environmental requirements accepted in the territory of the Republic of
Kazakhstan.

    


    4.           Agreement documentation and the
performance time

    


    4.1.          The
present Agreement shall come into force from the moment of its signing by the
parties and shall be valid till complete fulfillment by each of the parties of
their obligations under this Agreement. If the authorized representatives of the
Parties sign the present Agreement at different times, then the date of entry
into force shall be the date of signing the Agreement by the last
Party.

    4.2.           The
Contractor shall begin the Works after the signing of the present Agreement, the
receipt of advance and after the written notification of the Company about the
commencement of the works or at any other time mutually agreed by the Parties by
exchange of written (facsimile) notifications about the agreement. The date of
completion of the Works shall be the date of signing of the final certificate of
acceptance of the performed works by the authorized representatives of the
Parties.

    4.3.           The
performance time - 135 calendar days from the date of the receipt of advance
payment.

    4.4.           The
present Agreement was drawn up in the Russian language in two
copies.

    


    5.           Performance of the
Works

    


    5.1.           The
Works shall be performed according to the terms of the present Agreement. In
case of necessity of changing the Work program and Work procedure (Appendix 2)
due to the risk of loss or for any other reason appeared before the Company and
Contractor, they shall come to a common decision about how to act in the best
way.

    5.2.          The
Contractor shall perform the Works adequately, in accordance with the accepted
standards of the geophysical industry properly using a qualified personnel and
equipment according to the environmental and safety laws existing in the
Republic of Kazakhstan.

    5.3.          
The Works shall be performed in physically accessible areas only. The Contractor
shall not perform works in any area which after discussion with the Company is
considered reasonably too dangerous or risky.

    5.4.           During
the fulfillment of his obligations under the Agreement  the Contractor
shall fulfill the requirements of the drawings, plans, technical specifications
and other documentation taking into account all the conditions and circumstances
occurring during the performance of the Works. The information provided by the
Company for the Contractor shall be reasonable, and the Company shall be
responsible for the accuracy and completeness of such information. In this
regard the Contractor shall not bear responsibility to the competent authorities
for the location and justification of the Agreement area of survey, providing an
absolute performance of seismic studies in accordance with the officially
approved and written tasks of the Company given to the Contractor.

    5.5.          The
Contractor shall have the right to use subcontractors for the performance of the
works, and in this case he will act as a Customer. The Contractor shall bear
full responsibility to the Company for the activities of the subcontractors and
their personnel.

    


    6.           Provision with
personnel

    


    6.1.           For
the performance of the Works the Contractor shall use the personnel having an
appropriate qualification. The key personnel list is given in Appendix 3 which
is an integral part of the present Agreement.

    6.2.           The
Contractor shall perform his functions in such a way that the performance of the
Works including data collection and preprocessing is provided in accordance with
the time constraints and terms of the present Agreement and so that all the
necessary permissions from the Authorities are obtained in due time and
fulfilled. During the performance of the Works the Contractor’s personnel shall
be under the exclusive control of the Contractor, and his personnel shall
completely observe the existing legislation of the Republic of
Kazakhstan.


    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    6.3.           The
personnel may change and there may be changes in the main group of the personnel
by mutual consent of the Parties. Changes in the key management personnel shall
be made in writing.

    


    7.           Equipment

    


    7.1.           The
Contractor shall use modern equipment for the land-based seismic survey, which
completely meets the specifications of the manufacturing plant. The main
equipment list is given in Appendix 4, which is an integral part of the present
Agreement.

    7.2.           The
equipment cannot be changed without a prior written consent of the Company
representative.

    7.3.           The
Contractor shall at his own expense supply, maintain in proper working order,
repair and replace, if necessary, within the whole period of validity of the
present Agreement, the equipment and all other materials and reserves required
for the performance of the Works.

    


    8.           Obligations of the
Contractor

    


    8.1.           The
Contractor guarantees a thorough understanding and knowledge of the character
and volume of the Works and the prevailing conditions under which they will be
performed. The Company shall not bear responsibility for additional payment for
extra Works not specified in the present Agreement and in the
alterations/amendments to the present Agreement approved and signed by the
Parties.

    8.2.           The
Contractor guarantees that he will always comply completely with the rules of
work in the area and all applicable orders, laws, instructions, rules, decrees
and decisions of the Authorities, and will take appropriate steps in order to
obtain information and to inform his employees of such orders, laws,
instructions, rules, decrees and decisions. The Contractor undertakes that he
will always provide access for the Company to the Works and/or to the area
(areas) of performance of the Works.

    8.3.           With
the help and support of the Company, the Contractor shall obtain on timely basis
and maintain in full force and effect all the administrative permissions
relating to the performance of the Works.

    8.4.           Without
prejudice to the responsibility of the Contractor on the proper performance of
the Works for complete satisfaction of the Company the Contractor shall provide
that his personnel has experience and qualification in appropriate professions,
is distinguished by good behavior and fulfills all the regulations relating to
the Works or their performance established by the existing legislation of the
Republic of Kazakhstan.  The Company shall have, at any time, the
right to request the Contractor to dismiss from the Works, without expenses from
the Company, any person, who, in the reasonable (in writing) opinion of the
Company, is incompetent in performing his/her duties or is accused of actions
violating the interests of the Company; whose behavior is considered as harmful
for the Company, and the Contractor must obey and, if required, immediately
carry out an acceptable replacement without additional expenses by the
Company.

    No
remuneration shall be paid within any period, if the Contractor is unable to
fulfill his obligations under the present Agreement satisfying the Company or
the Company representatives.

    8.5.           The
Contractor confirms that he has obtained and will adhere to the necessary
permissions and licenses relating to the Works established by the existing
legislation of the Republic of Kazakhstan within the whole period of the present
Agreement. The Contractor shall perform the Works according to the highest
standards of the industry in which he works, according to the rules and
regulations and the existing legislation of the Republic of
Kazakhstan.

    8.6.           The
Contractor shall prepare and provide reports in a timely manner as specified in
clause 10. "Provision of reports for the Company". The reports include daily
reports, monthly reports and the final report.

    8.7.           The
Contractor shall provide high-quality, complete and timely performance of the
Works according to Appendix 2 which is an integral part of the present
Agreement.

    


    9.           Representatives

    


    9.1.           The
representative of any Party may at any time and for any reason assign any and
all his/her rights and obligations and/or functions to any other person (the new
Representative of the Party) by informing the other Party in writing of such
assignment as soon as possible.

    The
Company shall retain its right to have an Area Representative
nominated/delegated by it within the entire Work Performance
Period.

    

      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      


      9.2.           The
Contractor shall establish and maintain at any time contact with the
Representative or nominee of the Company to receive resolutions, instructions or
permits relating to procedures for complete work performance in accordance with
the provisions hereof. The fact that the representative of nominee of the
Company is available shall not release the Contractor from its obligations to
properly perform the Works.

    

    9.3.           The
Contractor shall always provide an unaccompanied access to any areas, where the
Works are performed, or any of their parts, wherever such areas are located, to
the Representative of nominee of the Company.

    9.4.           If
the Representative or nominee of the Company fails to supervise or notify the
representative of the Contractor, any such details in the Works, which do not
meet the requirements hereof, by no means shall release the Contractor from the
obligations specified herein. In which case, the representative of the Company
may not require that the works or services not specified herein are performed or
provided.

    9.5.           The
representative of the Company may be substituted by the Company at any time, and
the Contractor shall be notified of such substitution in writing.

    9.6.           The
Representative or nominee of the Contractor shall obey and strictly comply with
all the instructions issued by the Representative or nominee of the Company for
any matters relating to procedures for performing the Works to be performed
hereunder. Such instructions shall be executed and handed over only in writing
to the representative of the Contractor.

    9.7.           The
representative or nominee of the Contractor shall have all powers and rights to
act for and on behalf of the Contractor and inform it of resolutions made by,
and directives or instructions received from, the Company, its representative or
nominee for any matters relating to the Works.

    9.8.           The
Company shall provide one geophysicist for quality control. Such staff shall
inspect all tests, systems and data collection procedures, and based on such
inspections receive materials.

    9.9.           The
field representative of the Company shall be promptly informed by mouth of any
equipment failures and breakdowns, calibrations, replacements of equipment or
its components, situational changes, changes in field record parameters and any
other information required by him/her for monitoring work quality on the
Company’s behalf in an effective and accurate manner.

    9.10.           If
the representative of the Company is not informed of actual and potential
problems, any field recorded materials may not be accepted, if later on they
turn out to be inconsistent with the specifications hereof.

    9.11.           The
field representative of the Company shall always have an access to all field
materials- whether printed or engineering- relating to data collection
activities and their control.

    9.12.           In
exceptional cases, the field representative of the Company may cancel or modify
any data collection specifications, explaining a reason for such change in
detail. Of such changes the Contractor shall be informed beforehand and in
writing.

    9.13.           All
key aspects with regard to data collection procedures and work performance
techniques: test survey program, data collection parameters accepted, US well
location, field data processing flow and other documents relating to data
collection, shall be provided by the representative of the Company to the
Contractor beforehand and in writing, and signed to avoid groundless
downtimes.

    9.14.           The
representative of the Company shall not interfere in the crew’s organizational
and economic activities, and give verbal instructions to any of its members. If
the representative of the Company intends to give organizational economic
instructions, such instructions shall be in writing and submitted to the Crew
Chief.

    9.15.           The
representatives of the Parties shall use best efforts to exclude conflicts,
settling disputes by negotiations. If such conflicts arise between the Parties,
the Parties shall undertake to refrain from unilateral actions. And in this
case, disputes will be settled by the superior officials of the Parties or their
legal representatives, if required.

    


    10.           Submitting the Company’s
Reports

    


    10.1.           Once
the data from the Work Area have been obtained, the Contractor shall provide
complete work progress information and report of all performance results to the
Company.

    
      	
              10.2.

            	
              The
      representative of the Contractor shall use the report forms approved by
      the Company to provide the following
  information:

            


    

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

     

    
       

      
        	
                ●  

              	
                A
      daily report of performance and the scopes performed shall be submitted to
      the representative of the Company on the day following the accounting one.
      The representative of the Company shall approve in writing such report
      completely or partially, which means that the scopes performed are
      accepted. Based on daily reports an Acceptance Certificate for the
      accounting period shall be executed at the end of calendar
      month;

              


      

      
        	
                ●  

              	
                A
      monthly statistical report submitted during the Work Performance as per
      form agreed upon between the
Parties.

              

The
representative of the Company shall accept the entire Works performed on the
previous day and sign the daily report not later than the night of the following
day. If any scope performed is not accepted by the representative of the
Company, he/she shall notify the Crew Chief of the same, specifying reasons in
writing. If no such notification from the representative of the Company is
received before the beginning of the second day following the accounting one,
the Contractor may suspend the crew’s activities by notifying the representative
of the Company and the management of the Contractor of the same. In which case,
the work performance period shall be extended for a delay
time.

    

     

    10.3.         Not
later than 60 days after Work Accomplishment the Contractor shall provide a
final written report describing the activities carried on in a survey area, and
survey data obtained as per form agreed upon between the representatives of the
Parties to the Company.   Such report shall be in
Russian.

     

    


    11.           Confidentiality

    


    11.1.         The
Contractor guarantees that all the Data and information received from the
Company will be deemed confidential and not be disclosed to any third
party.

    11.2.         All
topographic, geologic, geographic and other documents provided to the Contractor
by the Company shall be confidential and used by the Contractor only for the
purposes hereof.

    11.3.         The
Contractor shall use best efforts to ensure that its employees, Representatives
and Subcontractors comply with confidentially requirements.

    11.4.         Similarly,
the Company shall guarantee a confidential treatment to all the equipment,
know-how, methods and techniques the Contractor may have and exclusively
entitled to. The Company shall also consider all such personal engineering
information provided to it by the Contractor, as available in survey performance
reports and conclusions, confidential, and not disclose the same to any party
without the prior written consent of the Contractor.

    11.5.         If
it will be proven that the Contractor and/or its Representatives or
Subcontractor and/or its representatives fails to comply with its
confidentiality obligations, the Contractor shall undertake to repay the Company
all possible losses, including a loss of profits, incurred due to such
failure.

    11.6.         The
provisions hereof shall apply to cases, when such information is to be disclosed
to the public authorities of the Republic of Kazakhstan in accordance with the
applicable laws of the Republic of Kazakhstan.

     

    


    12.           Property
Rights

    


    12.1.         The
data (including without restrictions: specifications, drafts, records), know-how
and technologies as well as all rights on intellectual and manufacturing
property that belongs to each party until the Agreement and the accompanying
Program is signed, are kept as property of the owners.

    12.2.         Each
Party shall agree that this Agreement grants rights for any transfer of license
or rights for intellectual and manufacturing property, for any data or know-how,
or final decisions in behalf of one of the parties. The results of the Works’
fulfillment are the property of the Company.

    12.3.         The
Contractor shall guarantee its rights for all materials, goods, equipment and
installations that are supplied by the Contractor according to this
Agreement.

    12.4.         The
Contractor shall protect, compensate and keep the Company safe from and against
all the reclamations (complaints), pledges and other liabilities issuing from an
encumbrance against the Company’s property, from debts and reclamations that are
allegedly put upon the Contractor in respect of any entity or
corporation.

    12.5.         All
magnetic tapes and documents on magnetic media, all survey data, all field data,
maps, seismic  sections and reports made by the Contractor on basis of
field data, become exclusive property of the Company provided full settlement
with the Contractor for fulfilled Works.

     

    

      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      


      
        13.           Payments of Debts and
Indemnities

        


        13.1.         The
Company and the Contractor each shall agree, as far as possible, to protect,
compensate and keep the Company safe from and against any or entire
responsibility, damages, reclamation or losses (including litigation costs and
expenses) in respect of disease or damages and death of corresponding employees,
regardless of the cause, whether it happened due to neglect behavior or abuse of
the duties by the other Party.

        13.2.        The
Contractor shall undertake to protect, compensate and keep the Company safe from
and against any or entire responsibility, damages, reclamation or losses
(including litigation costs and expenses) in respect of losses or damages, or
absence of possibility to use equipment or the property of the Contractor
whatever happens, and regardless to neglect behavior or abuse of the Company’s
duties. As far as, according to this clause, all equipment that is owned, hired
or supplied by the Contractor to fulfill the Work, is considered the equipment
or property of the Contractor.

      

    

    13.3.      
 The Company shall commit itself to protecting the Contractor from and
against any or entire responsibility, damages, reclamation or losses (including
litigation costs and expenses) caused by breach of terms of the Agreement No 482
as of 09.06.2000 on raw hydrocarbon reconnaissance on the Agreement territory of
Emir Oil LLP company in Mangystau region of the Republic of Kazakhstan, which
was concluded between Emir Oil LLP company and authorized bodies of the Republic
of Kazakhstan.

    13.4.         Each
Party shall bear all consequences or indirect losses, which it bears, and shall
compensate and protect each other against any related liabilities. A consequent
loss shall include, and not limited to, reduction and loss of efficiency,
profits, usage or any other economical losses.

    13.5.         The
Contractor shall undertake to protect, compensate and keep the Company safe from
and against any or entire responsibility, damages, reclamation or losses related
to any contamination generated by its own equipment or property.

    13.6.         The
Contractor shall undertake to protect, compensate and keep the Company safe from
and against any or entire responsibility, damages, reclamation or expenses
(including litigation costs and expenses) caused by any loss, damage, breakage
or death resulted from fulfillment of the Agreement.

    13.7.         Except
force-majeure circumstances described in Article 19 that directly influence it,
the Contractor shall compensate the Company for any damage and/or losses of
field magnetic tapes that happened when they were being kept at the Contractor's
site. In case of damage and/or loss of such tapes, the corresponding Party shall
immediately inform the other Party on this fact and, thereby, must take the
responsibility, properly corresponding with the other Party as
follows:

    
      	
              a.  

            	
              If
      the information recorded on the damaged and/or lost tapes can be restored
      from the original, the Contractor shall undertake to restore it, rewriting
      it on new empty tapes.

            


    

    
      	
              b.  

            	
              If
      the information recorded on the damaged and/or lost tapes cannot be
      restored from the original, the Contractor must remake corresponding parts
      of the profiles sufficient for rewriting of the damaged and/or lost
      initial data, doing the work on behalf of the Company for the account of
      the Contractor.

            


    

    


    14.           Financial Terms and
Conditions

    


    14.1.       
The Company shall properly pay the Contractor for the Works fulfilled as
consistent with certain terms of compensation that are stated in the Appendix 5
“Compensation” to this Agreement, which is an essential part of the
latter.

    14.2.        The
Contractor shall render the Company's invoices in the national currency of the
Republic of Kazakhstan - tenge, by virtue of the Delivery-Acceptance report.
Settlement of all invoices for this Agreement shall be made during 15 (fifteen)
calendar days from the date when the invoices were rendered.

    14.3.        If
the Company disputes any bill, fully or partly, it shall inform the Contractor
about it in the course of ten calendar days since the date of the bill’s
reception in written form, detailing the points and disputed sums. Herewith,
such a bill can be taken through a facsimile communication.  The
Company and the Contractor shall settle the disputed sum in a minimum
period.

    14.4.         During
15 (fifteen) days after signing the Delivery-Acceptance report and rendering the
invoice for that, the Company shall pay the disputed sum of the Contractor’s
invoice.

    14.5.        Any
payment made by the Company under the Agreement, including the final settlement
does not prevent the Company from making complaints (claims), whatever is a
cause of that complaints.

    14.6.         In
case of untimely payment (exclusive of advance payment sums) the Contractor has
the right to charge a penalty to the Company at the rate of 0.01 % of the
untimely payment sum for every day of delay, but not over 5% of the unpaid
sum.

     

    

      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          	
                  Agreement

                	
                  3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                


        

      

    

     

     

     

    
      14.7.         In
case of untimely and/or incomplete fulfillment of the Works the Company has the
right to charge a penalty to the Contractor at the rate of 0.01 % of the
unfulfilled obligation for every day of delay, but not over 5% of the
unfulfilled obligation.

      14.8.       
The Company undertakes to compensate to the Contractor all its actual expenses
related to obtaining of approvals for handling of works, land allotments
(payment for land use, payment for land use project, payment for damage caused
to a field), payments for nature management, including expenses on recultivation
(only in case if the landowner claims for land biological restoration) and
giving the lands back. Herewith, all the payments shall be agreed beforehand
with the Company in written form.

    

     

    15.           Denunciation

    


    15.1.         With
the exception of denunciation cases that are covered by this Agreement,
including Clause 15.2, this Agreement should be cancelled after completion of
the Working program and fulfillment of all commitments by the Parties under this
Agreement.

    15.3.         Should
the Contractor overlooked some its faults in fulfillment, defects, deficiencies
or breaches without due cause, to keep necessary progress in the Works or proper
fulfillment of its obligations under the Agreement, the Contractor shall
correct, in compliance with practice accepted in this industry, the defects,
deficiencies or breaches without any additional payments on the part of the
Company and without any performance time extension.

    15.4.       
Should the Contractor become out of business or insolvent, or if he is a legal
entity who is prosecuted to compulsory liquidation for the purpose of full and
actual reorganization or merging, or for the purpose of doing business under the
leadership of appointed administrator on behalf of creditor(s), then the Company
can cancel the Agreement immediately without damages to any of its other rights
or without compensation for the damage.

    15.5.         Should
the Company have the intention to cancel this Agreement in cases that are not
covered by Clauses 15.1.-15.3. of the Agreement, it shall send written
notification to the Contractor not later than 15 calendar days prior to the date
of cancellation. In this case the Company shall oblige to pay for actually
rendered works, expenses on demobilization, as well as a penalty at the rate of
15% of unfulfilled works.

     

    


    16.           Inspections
(Audit)

    


    16.1.        
In the course of this Agreement and during twenty four (24) months after
completion of the Agreement, the Company and its authorized representative shall
have the right to carry out inspection at any convenient time and, on request,
to copy all reports, accounts and supporting documentation of the Contractor
concerning to:

    
      	
              a.  

            	
              Execution
      of the Work, which involves expenses that are charged to the Company
      according to this Agreement;

            


    

    
      	
              b.  

            	
              Any
      contractual provision of this Agreement, according to which the Contractor
      bear commitments that are easily checked after their
      fulfillment.

            


    

     

    16.2.       
The cost of any such inspection shall be paid by the Company. The Company shall
carry out any such inspection with minimum inconvenience for the
Contractor.

    16.3.       
The Contractor has rights to carry out the same inspection at the sites of all
Subcontractors, as well as it shall enforce the same rights to the Company.
These rights shall be stipulated in the Subcontract Agreement signed between the
Contractor and the Subcontractor.

    


    17.           Force-majeure

    


    17.1.         Force-majeure
shall mean any event that cannot be controlled by the Parties and that prevent
or delay fulfillment of the obligations kept by the Parties under the
Agreement.

    If the
force-majeure circumstances prevent or delay fulfillment of the obligations by
the Parties, such nonfulfilment cannot be considered the breach of this
Agreement. Force-majeure
circumstances can arise in case of international or civil war, strikes (unless
they are organized by the Parties’ personnel to create force-majeure
circumstances), explosions, epidemies, fires, earthquakes, thunderbolts,
hurricanes, tornadoes, floods, earthflows, actions of governmental authorities
of the Republic of Kazakhstan and their representatives, blockades and
embargoes, threats to the personnel’s lives and risks of building collapse or
any other event that can not be controlled and did not arise from the fault or
negligence of the Party that claimed Force-majeure. Inability
to make payments for any debts shall not considered force-majeure
circumstances.

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

        

      

    

     

    17.2.         At
these circumstances, the Party, which is fully or partly unable to fulfill its
obligations under this Agreement shall immediately inform the other Party, in
written form, about the consequences, including detailed description of the
force-majeure circumstances. The Party claiming force-majeure circumstances
shall do everything possible to eliminate underlying causes and shall resume
fulfillment of all delayed obligations as soon as possible after ending of
force-majeure circumstances. After period of force-majeure no payments under
this Agreement are subject to be made, except payments that had not been paid to
the Contractor for the Work that had been done before the Force-majeure began,
unless the Parties agree the other way according to clause

    17.3.       
Onset and termination of force-majeure circumstances are confirmed by the
Chamber of Commerce and Industry of the Republic of Kazakhstan or the authorized
governmental bodies of the RK.

    17.4.         During
30 days after the works were suspended due to Force-majeure, the Company can ask
the Contractor to continue waiting to resume the works and, if the Contractor
agrees, to compensate its downtime, or the both Parties can cancel the Agreement
by signing in writing the Agreement without any further obligations from the
Company, except as the payment for the Work that had been properly done by the
Contractor before the onset of the Force-majeure and payment for demobilization
of the Contractor off the working site as was stipulated in the Chapter
"Compensation". The Party that has intention to cancel the Agreement shall
notify the other Party about it in written form.

    


    18.           Way of settling
disputes

    


    18.1.         This
Agreement, as well as all relations between the Parties that are sequential to
the Agreement, although are not covered by it, are regulated by active
legislation of the Republic of Kazakhstan.

    18.2.        The
Parties shall try to settle all disputes and disagreements under this Agreement
or related to it, at negotiations.

    18.3.         Should
the consensus on the procedure that is indicated in Clause 20.2 of this
Agreement is not achieved during 15 (fifteen) calendar days after the day when
one of the Parties notified the other about disagreement in written form where
the subject of the claim is explained or breaches of the terms of the Agreement,
then the disputes and disagreements are submitted to judicial authority for
consideration and resolution in compliance with active legislation of the
Republic of Kazakhstan.

    


    19.           Independence of the
Contractor.

    


    19.1.         During
fulfillment of the Works under this Agreement the Contractor shall act as an
independent Contractor in respect of the Company and all the employees that are
appointed by the Contractor to carry out the Works can not be by no means
considered agents or personnel of the Company.

    


    20.           Obligations of the
Company.

    


    20.1.         The
Company shall as far as possible provide free of charge assistance for the
Contractor that can be useful for the Contractor in the process of obtainment of
necessary governmental, legal and other licenses from regulatory bodies,
including permission to work for all employees, agents or operating personnel of
the Contractor or authorizations related to fulfillment of the Works, except
those that must be provided by the Contractor under this Agreement.

    20.2.         The
Company shall, no later than 15 days before start of topology works, submit all
the maps, schemes that show all the above-ground and underground
communications and buildings, as well as any information that specifies the
Works. Any map or scheme should be returned to the Company after completion of
works; moreover, the Contractor shall not store any copies and shall not
transfer them to any people unless they are representatives of the
Company.

    20.3.      
The Company, being on behalf of the Works Acceptor the holder of the Agreement
for subsoil use, together with the Contractor, before start of the Works,
carries out coordination of the Works with users and owners of land plots;
registers all necessary approvals in compliance with active legislation of the
Republic of Kazakhstan; performs corrective actions with local authorities and
owners on safe distance to the present objects of infrastructure and provides
assistance for minimizing noise pressure from active objects.

    20.4.         A
representative of the Company shall:

    
      	
              ●  

            	
              Promptly
      assign a task under this Agreement.

            


    

    
      	
              ●  

            	
              Carry
      out daily accepting of data, sign daily reports (Daily
      report).

            


    

    
      	
              ●  

            	
              Sign
      acceptance-delivery certificate for field data of the last month not later
      than 1 working day after completion of monthly
  works.

            


    

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

        

      

    

     

     

     

    20.5.         The
Company confirms that the Works Acceptor has rights on delivery of geological
exploration works during active time of the Agreement that is set by the active
legislation of the Republic of Kazakhstan, and that the Company acts on behalf
of the Works Acceptor.

    20.6.         The
Company shall coordinate with other Subsoil Users the Works that are carried out
under this Agreement on the adjacent sectors beyond the Agreement territory of
the Works Acceptor. Downtimes of the land seismic party that can arise due to
absence of such approvals shall be paid in accordance with Subclause e)
"Downtime costs” of the Clause 2 “Payments for field works” of the Annex 5
“Compensation".

    20.7.       
 Before signing the Agreement the Company provides the Contractor with
package of documents, also including copies of:

    20.7.1.      State
Registration Certificates.

    20.7.2.     
Certificates of Taxpayer Incorporation.

    20.7.3.     
Agreement of the Works Acceptor for subsoil use (first and last pages with
signatures and stamps).

    20.7.4.     
Approved Working Program with indication of approved exploration works on the
Agreement territory in physical and finance terms.

    


    


    21.           Agreement Fulfillment
Terms

    


    21.1.           All
terms on the number of personnel, equipment, quality and the Work Fulfillment
quality control, including test checks of the apparatus and equipment, on safety
at carrying out seismic exploration operations, on accounting etc. shall be
carried out by the Contractor in compliance with Annex 1, 2, 3, 4, 5, 6 that are
essential parts of the Agreement.

    


    22.           Notices

    


    22.1         
All notices and invoices related hereto shall be addressed to:

    
      	
              
                (
      A) the following address for the Contractor:

              

              
                Petroleum
      Depot, Daulet village, Munaily district, 130005, Mangistau region,
      Republic of Kazakhstan

              

              
                Att:
      Kalimukhanova Z.

              

            	
              (B)
      the following address for the Company:

              Petroleum
      Depot, Daulet village, Munaily district, Mangistau region, Republic of
      Kazakhstan

              Att.:
      Tolmakov Т.К.

              Telephone:
      465880 (ext. 1100)

              Fax:
      465880

               

            


    

    


    22.2.       
Notices shall deem valid if only they are delivered personally at the moment of
such a delivery, and by telex or fax – at the moment and place of their receipt
during work hours on work days.

    


    Bank
details of the Contractor and the Company to be used for settlement of accounts
are as follows:

    


    
      	
              The
      Contractor

            	
              The
      Contractor

            
	
              “Geo
      Seismic Service” LLP

               

              Petroleum
      Depot, Daulet village, Munaily district, 130005, Mangistau region,
      Republic of Kazakhstan

              TRN:
      430800000537

               

              Bank
      details:

              A/с No
      ________________ in ____________ JSC, Aktau

              BIC
      ________________

               

               

              VAT
      Registration Certificate:

              No
      certificate due to the fact that it is not a VAT payer

               

            	
              Azimuth
      Energy Services JSC

               

              Oil
      tank farm, Daulet village, Munailinsky district, Mangistau region,
      Republic of Kazakhstan

              RTN
      600900501891

               

               

              Bank
      details:

              Bank
      Center Credit JSC,

              Address:

               

              Bank
      code: BIC 192901704

               

              A/c
      No IIC:

              No4467978
      (KZT)

               

            


    

    Any
amendment of the above mentioned bank details of the Contractor and the Company
shall be informed in writing.


    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    


    This
Agreement shall inure subject to Clause 4.1. hereof and remain in full force and
effect until the Parties hereunder fulfill their respective obligations in
full.

    Should
competent representative of the Parties sign this Agreement at different dates,
the Agreement shall inure on the date of its signing by the last
Party.

     

    IN
WITNESS WHEREOF THIS Agreement HAS BEEN DULY EXECUTED AND SIGNED:

    
      	
               

              On
      behalf of

              “Geo
      Seismic Service” LLP

              Stamp
      here

               

              _______________________________

               

            	
               

              On
      behalf of

              Emir
      Oil LLP

              Stamp
      here

               

              __________________________________

            
	
              Name:
      Kalimukhanova Z.

              Position:
      Director

            	
              Name:
      Tolmakov Т.К.

              Position:
      Director General

            


    

    



    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    Appendix
No 2

    To
3D SEISMIC SURVEY Agreement

    ENTERED
BY AND BETWEEN

      Geo
Sesmic Service LLP

    and
Eir-Oil LLP

    


    METHOD
OF WORK EXECUTION

    


    1.      
      BASIC WORK EXECUTION METHODS

    


    The basic
method of field seismic work execution is fully compliant with tender
conditions.

    


    All
petroleum industry standards in terms of use of good quality materials will be
met. Detailed description of the method of field 3D seismic works is provided
below.

    


    Basic
parameters of 3D seismic survey

    
      	
              Pos.
      No

            	
              Parameter

            	
              Observation
      parameters

            
	
              Main
      3D acquisition parameters:

            
	
              1

            	
              Rated
      fold seismic survey

            	
              112

            
	
              Inline
      Fold

            	
              14

            
	
              Crossline
      Fold

            	
              8

            
	
              2

            	
              Bin
      dimension [m]

            	
              25
      х 25

            
	
              3

            	
              MAX
      min offset [m]

            	
              388,9

            
	
              4

            	
              Maximum
      offset "Sh.-Rec."
      [m]

            	
              5041

            
	
              5

            	
              Minimum
      offset “Sh.-Rec.”

            	
              4463

            
	
              6

            	
              Size
      half axic of patch [m
      х m]

            	
              4175,0

            	
              х

            	
              2825,0

            
	
              -
      Inline) - Xr      [m]

            	
              4175,0

            
	
              -
      Crossline - Xs      [m]

            	
              2825,0

            
	
              Survey
      density parameters:

            
	
              7

            	
              Survey density (number
      of bins per sq km)

            	
              1600

            
	
              8

            	
              Integral survey density
      (Number of traces per sq km)

            	
              179200

            
	
              9

            	
              Number
      of Shots per square
      kilometer          (NS
      per sq.km.)

            	
              66,67

            
	
              10

            	
              Number
      of Receivers per square
      kilometer        (NR per
      sq.km.)

            	
              66,67

            
	
              Receiver
      line geometry within template:

            
	
              11

            	
              Number
      of receiver lines per
      swath                       (NRL)    [m]

            	
              16

            
	
              12

            	
              Receiver
      Line
      Interval  (RLI)     [m]

            	
              300

            
	
              13

            	
              Number
      of receivers per
    line  (NRpL)   [m]

            	
              168

            
	
              14

            	
              Receiver
      Interval  (RI)   [m]

            	
              50

            
	
              15

            	
              (Number
      of active channels) (NC)

            	
              2688

            
	
              Source
      line geometry within template:

            
	
              16

            	
              (Number
      SLs)

            	
              1

            
	
              17

            	
              Shot
      Line Interval (SLI)

            	
              300

            


    

     

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

        

      

    

     

    
      	
              18

            	
              Number
      shot points per source line  & per Template
      (Salvo)

            	
              24

            
	
              19

            	
              Shot interval (SI)
      [m]   - along X

            	
              50

            
	
              Shot Interval  (SI)
      [m]  - along Y

            
	
              Template
      replacements:

            
	
              20

            	
              Inline
      Roll:

            	 
      
	
              -
      Number of intervals between SLs

            	
              1

            
	
              -
      in meters

            	
              300

            
	
              21

            	
              Crossline
      Roll:

            	 
      
	
              -
      Number of RLs

            	
              4

            
	
              -
      in meters

            	
              1200

            
	
              Layout
      arrangement:

            
	
              22

            	
              Layout
      of shot lines (Normal orthogonal, Brick, Zigzag etc.)

            	
              Normal
      Orthogonal

            
	
              23

            	
              Type
      of recording spread (inline)

            	
              Symmetric,
      Split-Spread

            




    Coordinates of full-fold 3D survey
outline on Begesh, Aday,
North Aday, West Aksaz structures (WGS-84, UTM, 39N)

    


    
      	
              Corner
      points

            	
              Corner
      point coordinates

            
	
              Northern
      latitude

            	
              Eastern
      longitude

            
	
              1

            	
              43°
      50' 00′′

            	
              51°
      29' 57′′

            
	
              2

            	
              43°
      53' 00′′

            	
              51°
      14' 56′′

            
	
              3

            	
              43°
      59' 27′′

            	
              51°
      14' 56′′

            
	
              4

            	
              43°
      58' 44′′

            	
              51°
      19' 56′′

            
	
              5

            	
              43°
      57' 15′′

            	
              51°
      24' 56′′

            
	
              6

            	
              43°
      55' 00′′

            	
              51°
      29' 56′′

            


    

    


    


    2.       
     3D PLANNING

    


    Pentium-based
system and МЕSА (GMG) application will be provided for the purpose of an
integral planning and preliminary assessment of 3D survey. Description of equipment is
provided below.

    


    
      	
              Equipment

            	
              Type

            	
              Q-ty

            
	
              Computer

            	
              Pentium
      IV 1.7 GHz  256 Мб

            	
              1

            
	
              Monitor

            	
              Samsung
      550 17"

            	
              1

            
	
              Disc
      memory

            	
              40
      Gbite

            	
              1

            
	
              Black-white
      printer

            	
              HP
      or similar

            	
              1

            
	
              UPS

            	
              Champion
      600

            	
              1

            


    

    


    Skilled
planning geophysicists will provide a whole range of 3D survey planning that
includes, without limitation:

    


    
      	
              ●  

            	
              Provision
      of surveyor with an assignment for reception and source points stationing
      in accordance with the pre-planned
project.

            


    

    
      	
              ●  

            	
              On-line
      correction of actual reception and source points depending on surface
      conditions – layout of offsets and compensation shot points, calculation
      of theoretical fold and attributes of
bin

            


    

    
      	
              ●  

            	
              Provision
      of assignments to senior seismic station operator for registration of
      source points as scripts and
SPS-files.

            


    

    
      	
              ●  

            	
              Entering
      the theoretical, accepted, laid out and worked source and reception points
      into the field database and generation of work progress
    maps

            


    

    
      	
              ●  

            	
              Daily
      inspection of worked out source points and generation of actual maps of
      folds and actual in attributes.

            


    

    
      	
                

            	
              Preparation
      and verification of final SPS-files for the purpose of their processing
      and submission to the Company.

            


    


    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    


    Deliverables
for the Company:

    


    During
the whole project period and upon completion of field works, the planning
geophysicist will prepare and furnish to the supervisor of AES JSC and
companyman the following data:

    


    Daily:

    
      	
              ●

            	
              Statistic
      information (number of shots, non-worked out source points, additional
      shots, offsets, etc.)

            


    

    Weekly:

    
      	
              ●

            	
              Statistic
      information (number of shots, non-worked out source points, additional
      shots, offsets, etc.)

            


    

    
      	
              ●

            	
              Progress
      maps, fold maps

            


    

    


    Upon
completion of the project:

    
      	
              ●

            	
              Final
      SPS files along with statistics on the whole
  area

            


    

    
      	
              ●

            	
              CDPM
      station operator report

            


    

    
      	
              ●

            	
              Statistic
      information (number of shots, non-worked out source points, additional
      shots, offsets, etc.)

            


    

    
      	
              ●

            	
              Fold
      maps with indication of reception and source points layout and site
      outline

            


    

    
      	
              ●

            	
              Azimuth
      and offset distance maps

            


    

    
      	
              ●

            	
              Comments
      to the technique and method of field survey (as a part of the final
      report)

            


    

    


    The
format of data provisions shall be agreed with the Companyman.

    


    3.       
     TOPOGRAPHIC WORKS

    


    The basic
aim of topographic works is to determine coordinates and elevations of reception
points and source points, line intersection points and benchmarks.

    


    Topographic Survey
Standards

     

    
      	
              ●  

            	
              all
      line numbers, geophysical survey points shall be agreed at the moment of
      assignment receipt prior to topographic
survey;

            


    

     

    
      	
              ●  

            	
              it
      is banned to use any other line numbers or survey points on tapes, files,
      maps, reports or any other relevant documentation to be submitted to
      Company for review;

            


    

     

    
      	
              ●  

            	
              the
      Contractor shall under no circumstance change the agreed line
      numbers;

            


    

    Topographic survey
method

    (equipment, survey
parameters, reporting materials)

    


    Topographic-geodetic
operations shall be carried out using a two-frequency complex GPS Leica SR530 or
any other similar equipment by skilled and qualified personnel.

    Site
reconnaissance and equipment operation inspection shall be carried out prior to
conduction of works. Geodetic
parameters

    Project
parameters of positioning and mapping for topographic purposes

    
      	
              Description
      of local mapmaking procedure

            	 
      
	
              Coordinate
      system

            	
              WGS
      84

            
	
              Reference
      ellipsoid

            	
              WGS
      84

            
	
              Spheroid
      form

            	
              эллипсоид

            
	
              Major
      semiaxis (a)

            	
              6378137.000

            
	
              Reverse
      compaction (1/f)

            	
              298.257223563

            
	
              Projections:

            	 
      
	
              Map
      projection:

            	
              Universal
      Transverse Mercator (UTM)

            
	
              Zone

            	
                  39  N

            
	
              Principal
      meridian longitude

            	
                  51°
      E

            
	
              Scaling
      factor

            	
              0.9996

            
	
              Initial
      longitude

            	
              0° 0 ́ 0  ̋
      N

            
	
              Offset
      along Y

            	
              500000
      m

            
	
              Offset
      along X

            	
              0
      m

            
	
              Unit
      of measurement

            	
              International
      meter

            


    

    



    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    


    3.1           Making
a Reference Network

    


    Making a
reference network will be carried out in a Static mode.

    


    3.2           Line
Pegging


     

    Geodetic
surveys will be conducted in RTK/OTF mode using the following
parameters:

     

    ● basic line
length, at
most                                                                                                 
                    10
km

    ● number of
epochs, at
least                                                                                                     
              3

    ● minimal
number of surveyed
satellites                                                                                                5

    ● PDOP value,
at
most                                                                                                                        
     5

    ● Elevation of
satellite above the horizon, at
least                                                                               13
degrees

     

    3.3           Quality
Control

    


    The
following procedures will be implemented to for the purpose of quality
control:

    


    GPS
operator will continue profile pegging commenced the previous day by repeating
recording of 2-3 points recorded the previous day.

    


    The
abovementioned repeated points will be compared with initial coordinates
obtained a day before this. Data tables will be recorded on a daily basis for
quality control for the purpose of their submission to Company for review, or
otherwise provided on a regular basis along with line pegging results. Upon
completion of works (project completion) a scheme of repeated points shall be
generated in order to ensure that repetition density was almost the same along
the whole area of works.

    


    Quality
control memos will be prepared for each survey point (e.g. QC1 and QC3) that
have to be submitted to Company for review.

    All
equipment (including receivers and data processing software packages) shall be
provided to Company prior to commencement of field works.

    


    Specific
relief points (e.g. wells, power transmission lines, roads, structures
hydrography, pipelines, etc.) will be marked at line pegging. These data shall
be indicated in a traverse sketch.

    


    All line
point offsets from theoretical position shall be agreed with companyman
(supervisor).

    


    Surveyors,
as requested by the Company, shall provide the necessary graphic (schemes,
traverse sketches) and other (e.g. quality control tables) information required
for execution of works and stipulated in the Terms of Reference.

    


    In
addition, the companyman may obtain all the necessary information about the
progress of works, any documentation of survey progress, and
processing.

    


    3.4           Reporting

    


    
      	
               
      

            	
              Report
      provided to the Company upon completion of works shall
      include:

            


    

    


    
      	
              ●  

            	
              GPS
      reference network scheme;

            


    

    
      	
               ●

            	
              Coordinates
      and elevations of all source and reception points in SPS, SEGP1 or other
      formats agreed with the Company;

            


    

    
      	
               ●

            	
              Well
      layout table;

            


    

    
      	
              ●  

            	
              Table
      of coordinates – beginning-end of line
(3D):

            


    

    
      	
              ●  

            	
              Topographic
      survey quality control data;

            


    

    
      	
              ●  

            	
              Layout
      of worked out source and reception points in the scale agreed with the
      Company;

            


    

    
      	
              ●  

            	
              Geodetic
      parameters including spheroid and
projection;

            


    

    
      	
              ●  

            	
              Description
      of works;

            


    

    
      	
              ●  

            	
              Equipment
      and software;

            


    

    
      	
              ●  

            	
              List
      of deliverables;

            


    

     

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

    All
topographic information shall be provided to the Company on CD/DVD.

    


    All
topographic works shall meet Company’s requirements as per Contractor’s
standards and subject to equipment manufacturer’s recommendations and software
requirements.

    


    4.         
   Pilot Survey Program

    


    It is
planning to conduct a pilot survey for the purpose of selection of optimal
parameters of vibration source. The key criterion of source condition optimality
is preservation of a maximum frequency spectrum and maintenance of the set
record time of 6 s.

    Pilot
survey line layout will be agreed with companyman in the field.

    The
following tests shall be performed:

    


    
      	
              For VIBRO

            
	
               

              ●Selection
      of excitation frequency
      boundary

               

              ●Selection
      of excitation
      duration

               

              ●Selection
      of number of
      accumulations

               

              ●Selection
      of vibroseis
      source layout
      at surveyor' station

            


    

    


     

    A
detailed pilot survey program will be prepared and approved by companyman in the
field. Pilot surveys the Company will request after completion of the works will
be paid up in accordance with Item d) «Rate of Pilot Survey for
Selection of Survey Parameters», Clause 2 «Payment of Field Works», Appendix 4
«Remuneration».

     

    


    4.      
      Survey program

    


    The
survey shall be performed for selection of optimal parameters of vibration
source. The main criterion of optimality of vibration conditions will be
maintaining of maximal frequency spectrum with providing of fixed record size of
6 sec.

    The
location of survey profile shall be agreed with the representative of
the  Company at the site.

    The
following surveys are going to be performed:

    


    
      	
              For VIBRO

            
	
               

               ● Selection
      of frequency limit
      radiation

               

               ● Selection
      of lengths of
      radiation

               

               ● Selection
      of accumulation
      numbers

               

               ● Selection
      of vibrator array
      geometry at the stake

            


    

    


     

    The more
detailed survey program will be completed and agreed with the representative of
the Company at the site. The survey that will be required by the Company after
the beginning of works shall be paid according to subclause d) “rate for survey
on selection of its parameters and Article 2 “Payment for fieldworks, Attachment
4 Compensation.

    


    5.      
      Seismic energy injection

    


    Seismic
energy injection shall be carried out with a vibrosource.

    A group
of vibration devises  (total 5 pcs; 4+1 stand by) shalll be used as a
excitation source


    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    


    Excitation
parameters

    


    
      	
              Parameter

            	
              Specification

            
	
              Type
      of source

            	
              vibration
      group KZ-28 or analogous

            
	
              Parameters
      of vibration group

            	
              4
      vibrators in line

            
	
              Vibrator
      pike intensification

            	
              60000
      pounds

            
	
              Distance
      between vibrators

            	
              (is
      going to be specified)

            
	
              Shift
      distance between swoops

            	
              *Shall
      be specified

            
	
              Length
      of swoop

            	
              10
      sec. (shall be specified)

            
	
              Number
      of swoops

            	
              4
      (shall be specified)

            
	
              Type
      of swoop

            	
              Linear

            
	
              Frequency
      of swoop

            	
              10-90
      Hz (shall be specified)

            
	
              Conicity
      of swoop

            	
              300
      msec, cosinusiodal form (shall be specified at the
  site)

            


    

     

    Specification
of sources:

     

    
      	
              ●  

            	
              Typ                                                                                        KZ-28 or
      analogous

            


    

    
      	
              ●  

            	
              Vehicle                                                                           
             buggy
  4x4

            


    

    
      	
              ●  

            	
              Maximal
      ground
      load                                                           60,000
      pounds.

            


    

    
      	
              ●  

            	
              Bed
      plate
      square                                                                   2,729
      m2

            


    

    
      	
              ●  

            	
              Winter
      variant vibrators

            


    

    
      	
              ●  

            	
              Electronics
      of
      vibrators                                                       Pelton
      Advance II, version 6 c.

            


    

     

    System
VGPS – Pelton, receivers and antennas DGPS shall be installed on each vibrator.
To increase accuracy of determination of coordinates, basic station DGPS shall
be used.

     

    Minimum
required number of vibrators

     

    


    Minimum
number of operating vibrators within each profile shall be 4+1 (four and one in
reserve)

     

    Operating
distance

     

    


    Safety
distance from different operation objects like pipe-line, water well,
construction, etc. shall be one in accordance with local legislation and
requirements. Should there are no any instructions the following shall be taken
as guidelines. The distance refers to the closest “foot” of vibrator in respect
of different objects:

     

    
      	
              ●  

            	
              Concrete,
      brick constructions, buildings ,
      walls                                                                                 25m

            


    

    
      	
              ●  

            	
              Insubstantial
      buildings, divine service places, hospitals,
      cemeteries                                                 
      50m

            


    

    
      	
              ●  

            	
              Water
      wells (depending on
      construction)                                                                                                50-75
      m

            


    

    
      	
              ● 

            	
              Bridges
      and
      shads                                                                                                                                     
        25 m

            


    

    
      	
              ●  

            	
              Water
      pipeline                                                                                                                                              
      50 m

            


    

    
      	
              ●  

            	
              Oil
      pipe-line and
      gas-line                                                                                                                            
      50 m

            


    

    
      	
              ●  

            	
              Oil
      and gas
      wells                                                                                                                                          
      50 m

            


    

     

    Safety

    


    All
personnel involved in production process, maintenance and correction of
hydraulic installations of high pressure shall be instructed before seismic
survey. Work closes shall be put on when working close to the vibrators.
Particularly attention shall be paid to the safety work procedures when crossing
or working with vibrators on the ways and big roads.  .

    


    6.             Registration
of 3D data

     

    6.1           General

     

    Data will
be registered according to parameters provided by the Company in tender
documents and specified in the following table:

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

    In the
absence thereof other parameters from the Company the record of seismic data
shall be performed as per the following general parameters:

     

    
      	
              Registering
      system

            	
              24-bit
      telemetric  seismograph

            	 
      
	
              Time
      break

            	
              Put
      in auxiliary channel

            	 
      
	
              Pilot
      swoop signal

            	
              Put
      in auxiliary channel

            	 
      
	
              Filter
      swoop signal (wireline)

            	
              Put
      in auxiliary channel

            	 
      
	
              HF-filter

            	
              Switched
      off

            	 
      
	
              LF-filter

            	
              0,8
      of Nyquist rate

            	 
      
	
              Rejection
      filter

            	
              Switched
      off

            	 
      
	
              Discretization
      interval

            	
              2
      ms

            	 
      
	
              Useful
      record length

            	
              6
      s

            	 
      
	
              Number
      of geophones in groups

            	
              12

            	 
      
	
              Registration
      polarity

            	
              SEG

            	 
      
	
              Excitation
      source

            	
              Vibration

            
	
              Record
      medium

            	
              magnetic
      cartridge 3490E, hard disc, DVD is as agreed upon with the
      Company

            


    

    


    The
registration system, cables and geophones taken by the Technical audit of the
Company shall be kept within specifications of manufacturers for all period of
works.

    


    6.2          
Rules of data recording

     

    6.2.1      
Polarity of register system

     

    Polarity
of the system is installed in accordance with SEG standards:

    (а) positive signal
at the impute of amplifier produces a positive burst that recorded on the magnet
bands and bursts in positive direction on the paper outputs.

    Polarity
tests shall be performed before operation (when testing of equipment before
works) and when using in works new or repaired equipment.

     

    6.2.2      
Unacceptable conditions of data registering

     

    


    Seismic
(registering) channel is considered to be inappropriate for registration,
if:

    
      	
              ●  

            	
              apparatus
      channel failed tests ;

            


    

    
      	
              ●  

            	
              sensitivity
      or impedance of geophones group deviates more than 5% from average
      number:

            


    

    
      	
              ●  

            	
              one
      or more geophones in group was installed
  incorrectly;

            


    

    
      	
              ●  

            	
              noise
      level is 6 dB higher than noted on the adjacent traces
  ;

            


    

    
      	
              ●  

            	
              positioning
      parameters are not complied with
requirements;

            


    

    
      	
              ●  

            	
              cross
      feed is noticed;

            


    

    
      	
              ●  

            	
              dielectric
      resistance of geophones is less than 1.0
Mom.

            


    

    The
work for registration of data shall not be performed on the following day or on
a new profile, if:

    
      	
              ●  

            	
              Settings
      of seismograph are nor correct

            


    

    
      	
              ●  

            	
              Three
      or more seismic channels are not working or each auxiliary channel is not
      working;

            


    

    
      	
              ●  

            	
              Chamber
      is not in working conditions;

            


    

    
      	
              ●  

            	
              There
      is no field time outbreak;

            


    

    
      	
              ●  

            	
              There
      are zero channels, other than cases when zero channels are resulted from
      impossibility to install the channels due to natural
    barriers;

            


    

    
      	
              ●

            	
              Inappropriate
      noise of level on the profile (noise level shall be agreed with the
      representative of the Company at the site after
  testing).

            


    

    registration of data shall be
stopped;

    Settings
of seismograph are not correct

    
      	
              ●  

            	
              Two
      adjacent channels are not working;

            


    

    
      	
              ●  

            	
              Two
      or more channels for each 80 are not
working;

            


    

    
      	
              ● 

            	
              The
      last record had no time break;

            


    

    
      	
              ●  

            	
              Chamber
      is in not working conditions at the moment of registration of the last two
      records;

            


    

    
      	
              ●  

            	
              Inappropriate
      noise level on the profile.

            


    

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

    If any
channels break out in the process of registering, the work may be continued if
in an active arrangement the number of defect channels do not exceed 1 for 80
active channels. However, such defect channels should be disposed at the
earliest opportunity.

    The
representative of the Company should appreciate the signal-noise relation at the
site and may decrease requirements.

    


    6.2.3      
Defective routs.

    A
rout is considered to be defective at one of the following
conditions:

     

    
      	
              1.  

            	
              incorrect
      polarity;

            


    

    
      	
              2.  

            	
              dead
      route, pulsatile or its RMS differs from average
  value;

            


    

    
      	
              3.  

            	
              appropriate
      apparatus channel is not complied with
  specification;

            


    

    
      	
              4.  

            	
              noise
      level is 6 dB higher than noted on the adjacent
  traces;

            


    

    
      	
              5.  

            	
              positioning
      parameters are not complied with
requirements;

            


    

    
      	
              6.  

            	
              cross
      feed is noticed;

            


    

    
      	
              7.  

            	
              There
      is steady component of signal on the route (as a result of
      leakage);

            


    

    


    6.2.4       
Defective seismic records

    


    The
shot point is considered to be defective and shall not be paid at one of the
following conditions:

    
      	
              1.  

            	
              More
      than 1 of each 80 routes are defected and
  rejected;

            


    

    
      	
              2.  

            	
              Three
      or more adjacent routs are rejected, other than a permission from the
      representative of the Company is
obtained;

            


    

    
      	
              3.  

            	
              Data
      were registered with inappropriate parameters of source or register or
      inappropriate scripts and there is no possibility to make
      corrections;

            


    

    
      	
              4.  

            	
              Data
      are not read from a magnet band;

            


    

    
      	
              5.  

            	
              Record
      length is smaller than nominal
value;

            


    

    
      	
              6.  

            	
              There
      are errors of synchronization and absence of information
      about  time break;

            


    

    
      	
              7.  

            	
              Exciting
      group geometry is not complied with  positioning
      clearance;

            


    

    
      	
              8.  

            	
              Noise
      level exceeded agreed one by more than 25%. The representative of the
      Company may decrease that
requirement.

            


    

     

    In the
case of sudden changes of seismic conditions both depth (zone of fracture,
dipping boundaries, screens as salt domes, etc) and surface (mobility of
weathering zone), which lead to change of seismic field intensively, such cases
are not considered to be defective, if registered as per complying with project
technical requirements, and exciting parameters and registration complied with
Agreement and work order of the representative of the Company.

    Such
physical observations worked out in accordance with project requirements may be
picked off at the cost of the Company (at the discretion of the representative
of the Company), if obtained results do not satisfy stated geological tasks.
Decision on pick-off shall be taken with such degree of cooperativeness to
exclude resetting of detector lines required for registration; otherwise the
Contractor may refuse from pick-off.

    Should
the representative of the Company take decision of pick-off one or several SP
and quality appears to be the same as defective and deemed to be resulted from
seismic conditions, the Company shall pay for both defective and picked-off SP.
The representative of the Company may not require taking in processing SPs,
which were rejected on whatsoever reasons and shall not be paid by the
Company.

    


    6.2.5.      
Cables and seismic sensors

    


    Before
acceptance in party (input control) all equipment shall be checked for guarantee
of compliance with all specifications of manufacturer.

    


    6.2.6.     
Location of geophone group

    


    The
location of seismic receivers (sensors) shall be close to theoretical position
as possible.

    When
deviation of up to one (1) meter vertically or up to ten meters horizontally it
is necessary to make comments in the operator report.

    When
deviation of more than one (1) meter vertically and more than ten (10) meters
horizontally one should repeat survey.

    The
seismic receivers shall be installed in such a way that to obtain a tight
connection with the ground in vertical position.

    Based on
the type of seismic receivers that used in the survey, the representative of the
Company shall provide maximal acceptable difference of level between two seismic
receivers in the group. In any case, to avoid a suppression of high-frequency
component of reflected waves, the difference in level between geophones should
not exceed 1/5 of dominant wavelength of the most high-frequency reflection at
the object section level. To comply with such requirement the group base may be
decreased up to dotted grouping.

    


    6.2.7.     
Noises

    


    The
station shall be positioned as far as possible from seismic profile to minimize
noise.

    Transport
of registering team shall move as minimum at 100 meters from positioning of
seismic profile, as possible and it is necessary to turn off engines when
stopping within the territory of active line for lasting period of
time.

    Measuring
of ambient noise shall be recorded in the beginning of each day and in the case
of its increasing as well as per requirement of the representative of the
Company.

    Maximal
permissible level of random noises shall not exceed stated level agreed above.
The operators shall notify the representative of the Company about exceeding of
the noise level.

    Presence
of permanent and inremovable ambient level, for example from power lines,
drilling works, water flows, etc. shall not be a cause of rejecting of SP, if
all other requirements are met. Decision on registration or skip of such SP
shall be taken with permission of the representative of the
Company.

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

    The
Contractor shall take all appropriate measures to decrease of impact of
permanent or short-term ambient noise. Such permanent or short-term noise can be
associated with (for example) moving on railway or motor roads, wind or rain.
Should the representative of the Company does not give its permission for
registration in such conditions, the Company shall be obliged to pay the down
time of the seismic team as per Attachment #4 Compensation.

    All cases
that caused decreasing of data collection due to noises (roads, pit, etc.) MUST
be recorded in report of operator.

     

    6.2.8.     
Seismic data records, control records

    


    Each
tenth SP or (as appropriate) other interval shall be plotted on a paper. Each
seismic record shall state number of line, number of source position, etc., name
of operator.

     

    6.2.9.     
Data carriers

    


    All
seismic survey data shall be recorded on new certified magnet bands with
standard length appropriate for the Company brand and manufacturer.

    Record
shall be performed on cartridge 3490Е in format SEG-D,
which shall be numbered sequentially or on DVD or hard discs as per agreed with
the Company. The Customer shall provide two exemplars of data. i.e. ORIGINAL and
COPY. The Company shall notify the Contractor in advance and in written form
concerning required carriers: cartridges, DVD or hard discs. Additional sets of
seismic data (excluding two agreed) may be performed for additional
payment.

    When
recording, storing and transportation of new, recorded or copied bands one
should take all safety measures.

    Any band
with recorded seismic data shall contain no more than one profile (i.e.
different profiles may not be recorded on a band). A band label shall state the
Company’s name, description AZIMUT ENERGY SERVICES JSC, name and/or number of
team, area (location) of seismic survey, number of band, date, time, number of
profile, file number, shot point number, quantization increment and record
length.

     

    6.2.10.  
 Allowances for skip of SP and geophone location (GL)

    


    When it
is not possible to locate SP and GP on the projected positions that might be
explained by the surface orthographic and technical features (protective zone,
relief features, etc.), the stated observation points shall be expanded beyond
their projected position.

    Changing
of projected SP and GP shall be performed according to the below stated
principles.

    Whenever
possible, the gap of SP or GL shall be carried out in direction perpendicularly
appropriate line of location such points, at the distance that divisible (fold)
to the projected interval between SP and GL, accordingly. If there is no
possibility to expand (gap) SP or GL in the above said direction, it may be
performed along the line of location of such points. Gaped stake of excitation
or receive may be shifted in radii no more than 10
meters.    Adjusted positions of SP and GL shall be agreed
with the representative of the Company.

    When
there is no possibility to gap SP or GL within a contour limited by the crossed
lines of exciting and receiving, such gap of SP and GL shall be skipped.
Allowable decrease of actual fold of the system of observations from its rated
(projected) value associated with the skip of SP and GL shall not exceed
10%.

     

    

      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

    In the
case of much more decreasing of fold one should perform additional special
sub-shots, i.e. additional (compensatory) SP or GL shall be arranged. Position
changes of such SP and GL shall be also agreed with the representative of the
Company. If such SP or GL may not be positioned, the seismic data shall be taken
as per actual gained fold.

     

    6.3         
Testing of equipment

    


    Testing
of equipment shall be performed according to the manufactures specification and
appropriate industry standards.

    


    6.3.1      
Tests of registering system, geophone section and telemetric
cables.

    


    In
accordance with recommendations of manufacturer.

    Record of
results of monthly and commissioning tests shall be performed on separate
carriers, and daily tests shall be recorded on the factory
carriers.

    


    
      	
              7

            	
              Near-surface
      works

            


    

    7.1          Near-surface
works shall be performed by direct MSK method

     

    Observation
of MSK shall be performed in the wells, whose depth is to be agreed with the
Company (approx. 40 m). Number of MSK points shall be approx. 40 wells (as per
agreed with the Company).

    Drilling
of wells for MSK shall be performed with drilling rig URB2A-2 (УРБ2А-2). Exciting
shall be implemented by using the dropped weight device, and registration of
singe-channel probe shall be performed in a well with using of special seismic
single-channel probe with holding-down device (geophone SM-4 or analogous), with
increment agreed with the Company (1-2 m) along the well shaft.

    


    A
geologist shall register the change of lithology and depths of appropriate
differences when drilling the MSK wells.

    


    7.2           Processing
of MSK

    


    Processing
and separation (selection) of MSK data shall be performed by qualified
personnel.

     

    The
program of processing allows PC processing of the well seismic observations and
has the following possibilities:

     

    
      	
              ●  

            	
              Input
      and automatic/manual swooping of the first inputs on seismograms of
      MSK;

            


    

    
      	
              ●  

            	
              Adjusting
      of hodograph with input of
corrections;

            


    

    
      	
              ●  

            	
              Strata
      speed calculation with statistical error (interactive procession
      mode);

            


    

    
      	
              ●  

            	
              Modeling
      of NSS (LVL) along the profile with account of relief and MSK
      data;

            


    

    
      	
              ●  

            	
              Statics
      determination for each SP and GL;

            


    

    
      	
              ●  

            	
              Forming
      of resultative SPS files,

            


    

    
      	
              ●  

            	
              Logging
      of processed information in a single database of field
    party.

            


    

    


    Materials transferred to the
Company:

    
      	
              ● 

            	
              Field
      MSK data on CD (of hard disk) in format SEG-Y and on
  paper;

            


    

    
      	
              ●  

            	
              Reprint
      of models of MSK probes with calculated speeds and statistical
      corrections;

            


    

    
      	
              ●  

            	
              MSK
      location map.

            


    

    
      	
              ●  

            	
              Reports
      of MSK operator with description of rocks in section of the well in
      format  MsExcel (.xls)

            


    

    
      	
              ●  

            	
              Static
      corrections in SPS format.

            


    

    


    8.  
          FIELD PROCESSING OF
MATERIALS AND FIELD MATERIAL QUALITY CONTROL

    


    8.1           Field
processing

     

    Field
office shall be arranged in the base camp for providing of quality and
processing of field data within whole period of data collection. Processing of
daily obtained data shall be finished before the following work day of
registering team. Quality control of obtained data shall be performed using
systems SGI Indigo2 IMPACT 1000 or analogous and software PRIME or
analogous.

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

    Standard
graph-on-site-processing 3D includes the following operations:

    


    
      	
              ●  

            	
              Transformation
      in inner format;

            


    

    
      	
              ●  

            	
              Geometry
      input;

            


    

    
      	
              ●  

            	
              Geometry
      control;

            


    

    
      	
              ●  

            	
              Edition
      of defect routs;

            


    

    
      	
              ●  

            	
              Amplitude
      recovery;

            


    

    
      	
              ●  

            	
              Input
      of statistical corrections;

            


    

    
      	
              ●  

            	
              Deconvolution;

            


    

    
      	
              ●  

            	
              Band-pass
      filtering;

            


    

    
      	
              ●  

            	
              Summing
      (on 1-2 central lines of each
band);

            


    

    
      	
              ●  

            	
              Velocity
      analysis through  2 km;

            


    

    
      	
              ●  

            	
              Summing
      (on the first of central line of each
band);

            


    

    
      	
              ●  

            	
              Corrective
      filtering;

            


    

    
      	
              ●  

            	
              Input
      of stacked data on paper. Input of KK data shall be agreed with the
      Company in advance.

            


    

     

    Changing
of graph of processing shall be confirmed by the representative of the Company
in written form.

     

    Additional
processing procedures

    (may be
performed at will of the Company and paid additionally)

    


    
      	
              ●  

            	
              FK-filtering
      on raw data;

            


    

    
      	
              ●  

            	
              Spectral
      balancing on raw data;

            


    

    
      	
              ●  

            	
              Obtaining
      of additional in-line and cross - line sections (by sub-summing of routs
      from the next band);

            


    

    
      	
              ●  

            	
              FK-filtering
      on stacked record;

            


    

    
      	
              ●  

            	
              Spectral
      balancing on stacked record;

            


    

    
      	
              ●  

            	
              Input
      of cross-line;

            


    

    
      	
              ●  

            	
              Additional
      input of stacked data on paper (all time scales are limited by
      24”);

            


    

    
      	
                

            	
              Producing
      of additional copies of seismic data (more than 2) on cartridges 3490Е, DVD or
      hard discs.

            


    

    Rates for
additional procedures of processing and copying are given in Attachment #5
Compensation.

    


    Resultative
materials provided to the Company (2 exemplars)

    
      	
              ●  

            	
              Sections
      from the field SP (a copy) and in electronic
  format;

            


    

    
      	
              ●  

            	
              SPS
      files on CD.

            


    

     

    Array
geometry, topographical data (relief, coordinates) shall be transferred in SPS files.

    


    8.2           Field
material quality control

    


    
      	
               
      

            	
              Topographical material
      quality control .

            


    

    
      	
               
      ●

            	
               

            	
              Checking
      for doubling spots and skips in the data files. The skips shall be
      explained, and doubling spots shall be absent before transferring
      data;

            


    

    
      	
               
      ●

            	
               

            	
              Checking
      for correctness of data headings and record
  layout;

            


    

    


    
      	
               
      

            	
              MOGT material quality
      control.

            


    

    
      	
               
      ●

            	
               

            	
              Analysis
      of testing of registering devises and
  positioning;

            


    

    
      	
               
      ●

            	
               

            	
              Geometry
      control;

            


    

    
      	
               ●

            	
               

            	
              SPS
      files quality control;

            


    

    
      	
               ●

            	
               

            	
              Control
      of observance of rotation graph for
testing;

            


    

    
      	
               ●

            	
               

            	
              QE
      of seismograms for noise, reverse polarity, zero and incorrect
      routs;

            


    

    
      	
               ●

            	
               

            	
              Edition.

            


    

    To
control quality and organize works, data shall be processed on SP per a graph
agreed and approved by the Company.

    Data may
be transferred though Internet.

     

    
      	
               
      

            	
              Quality control system
      software:

            


    

     

    
      	
               
      

            	
              Packets
      for quality control and processing of obtained materials, PRIME

            


    

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

    Multifunctional
database DATASEIS (for
control of topographical data, SPS, КК LVL files, sp1
files, UKOOA, shooting progress per program), MESA Core 8.0.

     

    Topographical
and seismic field data shall be transferred to the field base DATASEIS, where
they will be systematized, recharged and kept.

     

    A
qualified independent geophysist-supervisor shall permanently be at the site and
responsible for seismic works quality. His/her responsible is:

     

    
      	
               
      ●

            	
               

            	
              manage
      preparation of the field equipment for the Technical Audit of the
      Company;

            


    

    
      	
               
      ●

            	
               

            	
              develop
      and implement instruction for collection and processing of seismic data as
      per the Agreement requirements;

            


    

    
      	
               
      ●

            	
               

            	
              provide
      compliance with the Agreement requirements for whole period of collection
      and processing of field data;

            


    

    
      	
               
      ●

            	
               

            	
              accept
      field materials from the Technical Manager of seismic
    party;

            


    

    
      	
               
      ●

            	
               

            	
              cooperate
      with the Company’s Quality Control Supervisor at the site and take
      decisions;

            


    

    
      	
               
      ●

            	
               

            	
              prepare
      materials for transferring and delivery of data at the stated by the
      Company addressee

            


    

     

    
      9             
Storage and delivery of data

    

     

    Daily
reports on production and HSE signed by the manager of seismic party and the
Representative of the Company shall be transferred at the stated by the Company
address by fax or e-mail.

    The list
of transferred documents shall be agreed with the Company.

    


    Before
transferring, all field materials shall be checked by the KK supervisor and all
transferred units shall have labels agreed with the Company.

    Before
transferring, all materials shall be provided to the representative of the
Company for checking and signing of Packaged List.

    


    Field
materials shall be delivered to the stated office of the Company (copies and
originals shall be transferred separately).

    


    The
packages shall be accompanied by the Package lists, which shall be signed when
receipt by the representative of the Company and sent back to seismic
party.

    


    Data
storage procedures are the following:

     

    ●      Field
materials shall be recorded on 2 carriers (cartridge 3490Е and hard
disc);

     

    ●      Checking
of records on carriers by reprinting of file list;

     

    ●      Delivery
of originals and field materials though separate routs;

     

    ●      Storage
of field material copies in field office before confirmation their receiving and
reading by the Company.

    


     

    10.           Field
camp

    


    To
support the field works the Contractor shall arrange a field camp, including
issues of accommodation of personnel (according to appropriate natural
conditions), storage of fuel, water supply, recycling of wastes, nutrition,
communication and energy supply.  .

    


    On the
territory of its field camp the Contractor shall provide conditions for work and
living of the representative of the Company, including providing of transport
(motor car 4x4), means of communication and nutrition.

    


    10.1.        Arrangement
of base camp

    


    The base
camp shall be located in such a way to provide health and hygiene with minimal
impact on environment. Position of wagon raw shall be taken with account of
prevailing winds with safety distance between them. The wagons shall have stairs
with rest on the ground and rails.

    


    Nutrition
is planned to be three time a day. The canteens in base and fly camps shall be
complied with all sanitary requirements.

     

    
      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

    Personal
hygiene of staff.

    
      	
               
      ●

            	
              The
      toilets shall be arranged in the base and field
  camp;

            


    

    
      	
               
      ●

            	
              The
      wagons-showers shall be arranged in both base and fly
    camps;

            


    

    
      	
               
      ●

            	
              A
      laundry shall be arranged in the base
camp;

            


    

    
      	
               
      ●

            	
               Periodical
      change of linen shall be arranged both in base and fly
    camps.

            


    

    


    Control
for compliance with hygienic norms in all facilities of both camps shall be in
competence of the HSE advisor.

    


    Any
activity of seismic party and documentation for HSE shall be available for the
representative of the Company within whole period of works.

    


    10.2.        Camp
power supply

    


    Power
supply of the camp shall be performed with diesel-generators (11 and 200 kW),
which shall be installed at a distance not less than 50 meters from a nearest
wagon. If there is possibility to connect the camp to the current power line,
all required norms and safety precautions shall be also observed.

    All
wagons shall be earthed in two points; check of earthling shall be performed
periodically. External elimination of the camp shall be arranged.

    


    Checking
of electric lines and quality of earthling shall be performed right after
installation of wagons in the base and fly camps and their connection to the
electric line Electrical Testing KIT. The results of checking shall be
documented.

    


    10.3.        Fuel
supply

    


    The
Contractor shall bear responsibility for supply of required POL within the
period of works.

    


    10.4.       Water
supply of the base camp; measures for recycling of water

    


    Water
supply of the base camp shall be performed from the sources defined as per
results of scouting. The water samples preliminary shall be delivered to
laboratory for analysis. Water samples for periodical analysis shall be taken
from so-called receipt places: water truck tank, kitchen tanks, potable water
tanks, etc.

    


    Recycling
of potable water shall be performed with multilayer filter that provides
complete refining from microorganisms (including hepatitis).

    


    10.5.        Repair
shop

    


    Repair
shop shall be in party for repair of seismic equipment. It shall be provided
with special equipment for effective and safety work.

    


    
      	
              10.6.

            	
              Means
      of communication

            


    

    


    Communication
between office and profile shall be performed through VHF radio.

    Each
field team shall have either hand-held or car-installed radio for connection
with base or the field supervisor. Radio operator shall be in office for control
of communication and keeping of log of transport movement and localization of
field parties (so-called system of the base movement). The radio operator shall
work around the clock.

    Beside
radio party shall be provided with Internet.

    


    10.7.        Wagons

    


    All
wagons are equipped with:

    


    ●  European
standard power line

    ●  Two
spots earthling

    ●  Fire
detectors

    ●  Appropriate
fire distinguisher

    ●  Electric
radiators

    
       

      
        
          
            
              
                


              

              
                	
                        Contractor:
      ______________________________________

                      	
                        Company:
      “Emir-Oil” LLP

                      


              

              


            

             


          

          
             


            
              

            

          

          
             


            
              
                	
                        Agreement

                      	
                        3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                      


              

              


            

          

        

      

    

     

    
      ●  Conditioners

      ●  External
illuminations

      ●  Safety
stairs and rails

      ●  HSE
instructions

    

     

    The
wagons for the representatives of the Company (except above said) shall be
equipped with lavatories with cold and hot water, office and living
furniture.

    


    Kitchen,
laundries and toilets shall be equipped as per sanitary requirements. A doctor
of seismic party shall constantly inspect these facilities and all living and
production facilities with putting down the results in the Inspection
Log.

    


    A club
equipped with satellite TV, video, table games and library of periodicals shall
be arranged on the base of party.

    


    10.8.        Transport

    


    All
vehicles shall be complied with the local requirements. A transport control
system shall be implemented in party. Each movement of party’s transport shall
be registered. The HSE advisor and chief mechanic shall check all drivers before
their hiring. Their drive licenses shall also be checked. Obligatory medical
control of drivers shall be performed every day before their drive to the
profile. Intensive driving training shall be arranged for certain category of
drivers before beginning of operations. All vehicles shall have daily trip
ticket that shall be noted by the driver. All vehicles shall be equipped with
the safety belts.

    


    
      	
              10.9.

            	
              HSE
      measures

            


    

    


    The
Contractor shall observe the requirements of HSE and internationally recognized
standards when rendering geophysical services.

    


    For this
purpose one shall arrange regular visits and control of field works by the
management of the Contractor that shall take all reasonable measures on matters
of HSE (Health, Safety, and Environment).

    


    All
urgent measures shall be taken to avoid incorrect operations, failures,
accidents and incidents.

    


    The
Contractor shall meet the HSE requirements in accordance with requirements of
IAGC, local regulations and requirements of the Company in the process of its
activities. HSE Plan and HSE Kit shall be available before beginning of
operations and all hazard moments (items) shall be identified. HSE Plan shall be
adjusted every day, including all upstart hazards, their prevention and
migration.

    


    10.10.      Medical
provision and first-aid-equipment

    


    The
Contractor shall provide all required medical-evacuation services in accordance
with international standards.

    


    Health
measures include:

    


    
      	
               
      

            	
              ●

            	
              Medical
      examination of personnel before departure to the field
    works;

            


    

    
      	
               
      

            	
              ●

            	
              Arrangement
      of first-aid office in the base
camp;

            


    

    
      	
               
      

            	
              ●

            	
              Permanent
      presence of qualified doctor in the base
camp;

            


    

    
      	
               
      

            	
              ●

            	
              Arrangement
      of the first-aid offices in the fly camps (if there well be a decision on
      fly camps);

            


    

    
      	
               
      

            	
              ●

            	
              First-aid
      training of personnel;

            


    

    
      	
               
      

            	
              ●

            	
              Keeping
      of emergency service in the base camp in commission for its departure in
      any time;

            


    

    
      	
               
      

            	
              ●

            	
              Participation
      of medical personnel in cross-checks of all departments of the seismic
      party;

            


    

    
      	
               
      

            	
              ●

            	
              Necessary
      medicaments set.

            


    

    


    10.11.      Fire
safety

    


    Fire
safety measures include:

    


    
      	
              ●

            	
              Development
      of Fire fighting Plans in the base camp and on the
  profile;

            


    

    
      	
              ●

            	
              Arrangement
      and training of fire crew that consists of seismic party’s
      personnel;

            


    


    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    


    
      	
              ●

            	
              Installation
      of fire-fighting shield in the base camp, next to the diesel-generators,
      at the fuel station, on helipad, places of parking and repair of
      transport. The fire-fighting shields shall have fire distinguishers,
      spades, gaffs, boxes with sand;

            


    

    
      	
              ●

            	
              Arrangement
      of fire distinguishers in all wagons and vehicles.  Periodical
      control and renew of fire distinguisher with labeling of last and
      following checks on their label
plates;

            


    

    
      	
              ●

            	
              Maintenance
      of mobile tank with technical water and pump in the base camp in instant
      readiness;

            


    

    
      	
              ●

            	
              Arrangement
      of plates “No Smocking” and “Fire Hazard” in appropriate
      places;

            


    

    
      	
              ●

            	
              Fire
      safety briefing of personnel training for use of fire distinguishers and
      emergency fire blankets (kitchen
personnel);

            


    

    
      	
              ●

            	
              Incorporation
      of fire prevention matters in daily briefing in all
      departments.

            


    

    


    10.12.      Environment
protection measures (waste utilization)

    


    Environment
protection measures include:

    


    ●            
Preliminary Ecological Audit of the site;

    
      	
              ●

            	
              Development
      and implementation of Environment Protection Plan for forthcoming seismic
      works;

            


    

    ●          
  Implementation of waste disposal (utilization) system;

    
      
        	
                ●

              	
                Ecological
      monitoring: there shall be a qualified ecologist attend at the site to
      control complying with Environment protection requirements and performing
      of Environment protection measures stated in Environmental impact
      Assessment and Environment protection
Plan;

              


      

    

    
      	
              ●

            	
              Control
      for prevention of POL leakage at the parking, repair of vehicles and on
      the profile. Control for collection of waste oils and their delivery to
      disposal;

            


    

    ●      
      Control for recultivation of MSK
wells;

    ●          
  Control for cleanness at all types of profile works;

    ●           
 Control for recultivation of palaces of the base and fly camps when their
disposition;

    Release
of liquid wastes shall be performed with containers. Untreated wastes shall be
utilized with decontamination system. Leftovers and package shall not be laid
beyond containers, so that they attract wild animals and far from being
esthetic. In addition, some packages are not decomposed. POL wastes shall be
disposed in appropriate manner.

    Drain
devises shall be positioned in such a way to locate:

    
      	
              ●

            	
              in
      adsorbent ground;

            


    

    
      	
              ●

            	
              downhill
      and off the camp;

            


    

    ● downstream from the camp’s
water source and above the level of water in nearest reservoirs.

    


    Waste
utilization

    


    Waste
utilization shall be performed according to Environmental impact Assessment
Project.

    


    10.13.      Disposal
of field camp

    


    Disposal
of field camp shall be performed according to developed Environment Protection
Plan. Equal requirements shall be imposed for disposal of both base and fly
camps. All waste water pits shall be filled by ground at the depth not less than
1 m from surface.

    The
places for trash burning and disposal of organic wastes shall be stated in the
report with notification of coordinates in system WGS 84.

    All
remaining trash shall be disposed in accordance with work instructions and Waste
disposal table.

    The
places of soil damage (deep tracks, MSK wells) shall be filled and
leveled.

    All trash
along the seismic profiles shall be collected and disposed as per Environmental
impact Assessment Project.

    On
completing of works all soils shall be returned in accordance with requirement
of the Agreement.

     

    11   
        Periodical change of party’s
staff

    


    The
Contractor shall bear whole responsibility for all aspects of change the
personnel of party. Rest period within a day may not be less than 10 hours for
personnel of the Contractor.


    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    


    12            Reports

    The
reports shall be provided in due time and in written form and shall have data
that might be useful in determination of performance details. Moreover, all
reports shall be legal documents and their transfer beyond field party shall be
carried out via e-mail or fax at the addresses stated by the
Company.

    Verbal
reports shall be performed for the representative of the Company in party. The
Contractor’s Supervisor, Manager of party or his deputy shall answer the
questions of the representative of the Company.

    


    12.1.        Daily
Reports

    Daily
reports shall be completed by the HSE and Quality Control Supervisor based on
reports of managers of departments after finishing of works in the end of every
day.

    The
content and form of such report shall be in line with model taken by the
Company. This report shall be agreed and signed every day by the representative
of the Company and after agreeing it shall be a base for the Contractor to make
out invoices and performed work certificate.

    


    12.3         Field
Seismic Reports

    Original
and a copy of all reports of the seismic station operator and topographic survey
shall be provided by the Contractor. Completed set of originals of the
operator’s report shall accompany all forwarded data, and the copies of reports
shall be sent with copies of field bands.

    


    12.3         Report
on completion of the Project

    The
Contractor shall make an exemplar of such report in Russian that shall contain
all appropriate information concerting the project along with the comments of
the Manager of party. Final report shall be provided to the Company within 60
days from the date of acceptance.

    


    12.4         Meeting
reports

    The
Contractor shall hand over to the Company’s supervisor the written protocols of
all meetings and detailed reports from all meetings concerning HSE.

    


    12.5         Incidents
and accidents reports

    The
Contractor shall maintain accounts of all incidents and accidents, detailing
events and circumstances as well as any activities (and operativeness) reported
to the representative of the Company. In addition, the Contractor shall perform
the written reports within 72 hours and deliver them to the Company’s
office.

    


    12.6         Environmental
intervention reports

    The
Contractor shall maintain accounts of all cases and incidents of environmental
intervention, detailing events and circumstances as well as any activities,
which shall be reported to the Company’s supervisor.

    


    
      	
               

              On
      behalf of

              Geo
      Seismic Service LLP

              stamp

               

              _______________________________

               

               

               

            	
               

              On
      behalf of

              Emir-Oil
      LLP

              stamp

               

              __________________________________

            
	
              Name:
      Kalimukhanova Z.

              Position:  Director

            	
              Name:
      T.K. Tolmakov.

              Position:
      General Director

            


    

    


    


    



    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    Attachment
# 3

    to
3D seismic survey Agreement between

    Geo
Seismic Service LLP

    and
Emir-Oil LLP

    


    STAFF
LIST

    


      ______________
offers the following staff of the field seismic party to perform 3D seismic
survey on the Agreement territory of Emir-Oil LLP.

    


    
      	
              Field
      party personnel for MOGT 3D

            
	
              Position

            	
              Number
      of personnel

            
	 
      	
              3D
      vibrators

            
	
              Administrative
      personnel

            
	
               Manager
      of party

            	
              1

            
	
               Chief
      engineer

            	
              1

            
	
               Quality
      Control Supervisor

            	
              1

            
	
               HSE
      Supervisor

            	
              1

            
	
               Doctor

            	
              2

            
	
              Ecologist

            	
              1

            
	
              Permittmen

            	
              1

            
	
               Total

            	
              8

            
	
              Key
      staff

            
	
              Camp
      manager

            	
              1

            
	
              Sup
      leis engineer

            	
              1

            
	
              Chief
      mechanic

            	
              1

            
	
              Transport
      mechanic

            	
              1

            
	
              Camp
      mechanic

            	
              1

            
	
              Welder

            	
              1

            
	
              Electrician

            	
              1

            
	
              Elecrto-and-diesel
      mechanic

            	
              3

            
	
              Cook

            	
              3

            
	
              Cook’s
      assistant

            	
              3

            
	
              Accountant

            	
              1

            
	
              Dispatcher-radio
      operator

            	
              2

            
	
              Dispatcher
      – POL refueler-stockkeeper

            	
              1

            
	
              Cables-telephones
      technicians

            	
              5

            
	
              Security
      of profile and camp

            	
              2

            
	
              Laundress-charwoman

            	
              3

            
	
              Camp
      workers

            	
              1

            
	
              Backer

            	
              1

            
	
              Turner

            	
              1

            
	
              PARTY
      KEY STAFF, TOTAL

            	
              34

            
	
              Technologic
      personnel

            
	
              Seismic
      team

            
	
               Senior
      operator

            	
              1

            
	
               Operator

            	
              2

            
	
               Electronics
      engineer

            	
              1

            
	
               GML
      chief

            	
              1

            
	
               Linecheker

            	
              6

            
	
               Lineboss
      (profile manager)

            	
              1

            
	
               Foreman
      of collection/arrangement team

            	
              2

            
	
               Seismic
      team workers

            	
              25

            
	
               Reelmen
      (workers)

            	
              6

            
	
               Driver-dieselman
      of seismic station

            	
              1

            
	
               Reeltransport
      driver

            	
              6

            
	
               Linecheker
      transport driver

            	
              6

            


    

     

     

    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    

     

     

    
      	
              Pusher

            	
              1

            
	
              Seismic
      team, total

            	
              59

            
	
              Vibrator
      team

            
	
              Hydraulic
      engineer

            	
              1

            
	
              Operator
      of vibrator

            	
              5

            
	
              PARM
      driver (turner)

            	
              1

            
	
               Total

            	
              7

            
	
              MSK
      drilling team

            
	
              Drill
      operator

            	
              1

            
	
              Assistant
      of drill operator

            	
              2

            
	
              Water
      carrier driver

            	
              1

            
	
               Total

            	
              4

            
	
              Topography
      team

            
	
               Senior
      topographer

              processor

            	
              1

              1

            
	
               Topographer

            	
              4

            
	
               Topography
      team workers

            	
              4

            
	
               Topography
      vehicle driver

            	
              5

            
	
               Topography
      team, total

            	
              15

            
	
              Field
      office

            
	
               Geophysicis-processor
      KK

            	
              2

            
	
               Geophysicis-processor
      LVL, MCK

            	
              1

            
	
              3D
      scheduler

            	
              1

            
	
               Field
      office, total

            	
              4

            
	
               TECHNOLOGIC
      PERSONNEL, TOTAL

            	 
      
	
              Attendance
      crew

            
	
               Motor-car
      driver

            	
              3

            
	
               Shift
      team car driver

            	
              6

            
	
               Profile
      dinner car driver

            	
              1

            
	
               Potable
      water truck driver

            	
              1

            
	
               Technological  water
      truck driver

            	
              1

            
	
               Emergency
      car driver-medical aid man

            	
              2

            
	
               Economic
      car driver

            	
              1

            
	
               Petrol
      tanker driver

            	
              2

            
	
               Cessepolage
      truck driver

            	
              1

            
	
               Security
      car driver

            	
              1

            
	
               Attendance
      crew, total

            	
              19

            
	
              MSK
      team

            
	
               Operator

            	
              1

            
	
               LVL/SRV
      team workers

            	
              1

            
	
               LVL/SRV
      station car driver

            	
              1

            
	
               Dropped
      weight driver

            	
              1

            
	
               MSK team,
      total

            	
              4

            
	
               Field
      party staff, total

            	
              154

            


       

      


      
        	
                 

                On
      behalf of

                Geo
      Seismic Service LLP

                stamp

                 

                _______________________________

                 

              	
                 

                On
      behalf of

                Emir-Oil
      LLP

                stamp

                 

                __________________________________

              
	
                Name:
      Kalimukhanova Z.

                Position:  Director

              	
                Name:
      T.K. Tolmakov.

                Position:
      General Director

              


      

    

     

     

     

    
      



      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

     

     

    Attachment
# 4

    to
3D seismic survey Agreement between

    Geo
Seismic Service LLP

    and
Emir-Oil LLP

    


    


    Equipment
list

    


    All
equipment offered for operation when performing of 3D seismic survey on the
Agreement territory of Emir-Oil LLP is in good operational
condition.

    


    1.
Field seismic party equipment

    


    
      	
              MOGT
      3D field seismic party equipment

            
	
              Description

            	
              Number

            
	
              Field
      party key content

            
	
              Wagons

            	
              3D
      Vibrators

            
	
              Main
      office

            	
              1

            
	
              Dispatcher
      office

            	
              1

            
	
              Wagons
      for the Customer’s Supervisor (office, accommodation)

            	
              1

            
	
              Wagon
      for Supervisors of AES JSC for two work places

            	
              1

            
	
              Kitchen

            	
              2

            
	
              Dining
      room for 35 seats

            	
              2

            
	
              Storehouse

            	
              1

            
	
              warehouse

            	
              1

            
	
              Refrigerator

            	
              1

            
	
              Bath
      house for 12 persons (or shower)

            	
              2

            
	
              Laundry

            	
              1

            
	
              Wood
      toilets

            	
              3

            
	
              Topography
      wagon

            	
              1

            
	
              Field
      office

            	
              1

            
	
              Geophysical
      maintenance shop

            	
              3

            
	
              Mechanical
      shop

            	
              1

            
	
              Medical
      post

            	
              1

            
	
               Club
      for 20 sets (antenna, TV, video, chess, checks, domino)

            	
              1

            
	
              Living
      wagons

            	
              30

            
	
              Propane
      storehouse

            	
              1

            
	
              Oxygen
      storehouse

            	
              1

            
	
              Total

            	
              57

            
	
              Auxiliary
      transport

            
	
              Motor
      cars, including for customer УАЗ-469,
      НИВА
      (UAZ-469, NIVA)

            	
              3

            
	
              Emergency
      car УАЗ-452,
      ГАЗ-66
      (UAZ-452, GAZ-66)

            	
              2

            
	
              Shift
      car УРАЛ-4320
      (URAL-4320)

            	
              6

            
	
              Economic
      (business) car  УРАЛ-4320
      (URAL-4320) or ГАЗ-66
      (GAZ-66)

            	
              1

            
	
              Petrol
      tanker УРАЛ-4320,
      ЗИЛ-130
      (URAL-4320, ZIL-130)

            	
              2

            
	
              Potable
      water truck УРАЛ-4320,
      ЗИЛ-131
      (URAL-4320, ZIL-130)

            	
              1

            
	
              Technical
      water truck  УРАЛ-4320
      (URAL-4320)

            	
              1

            
	
              Cessepolage
      truck ГАЗ-53, ЗИЛ-131
      (GAZ-53, ZIL-131)

            	
              1

            
	
              Dinner
      transportation car

            	
              1

            
	
              Profile
      security car

            	
              1

            
	
              Transport,
      total

            	
              19

            
	
               Power
      plant ДЭС/DES 100
      kW

            	
              2

            
	
              Power
      plant ДЭС/DES 200
      kW

            	
              1

            
	
              Tanks for
      different purposes

            
	
              Potable
      water tank 5 m3

            	
              2

            
	
              Technical
      water tank 5
      м3

            	
              2

            
	
              POL
      tank  10
      м3

            	
              2

            
	
              Lubricant
      tank  0,2
      м3

            	
              10

            
	
              Tanks,
      total

            	
              16

            
	
              Welder
      aggregate

            	
              1

            


    

    


    

      
        
          
            
              


            

            
              	
                      Contractor:
      ______________________________________

                    	
                      Company:
      “Emir-Oil” LLP

                    


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            
              	
                      Agreement

                    	
                      3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                    


            

            


          

        

      

    

     

     

    
      	
              Septic

            	
              1

            
	
              Plastic
      tubes (kit)

            	
              1

            
	
              Registering
      equipment/O

            
	
              Work
      station 24-bit for3200
      channels.  I/O

            	
              1

            
	
               Diesel-generator
      15 kW

            	
              1

            
	
              Surface
      equipment

            
	
              Surface
      equipment for 3200 channels

            	
              3200

            
	
              Chargers

            	
              2

            
	
              Geophones

            
	
              Geophone
      sections SM-4/24  12 pcs.
      for channel or analogous

            	
              3300

            
	
              Testing
      equipment

            
	
              Handheld
      terminal of checking/setting of LT
    profile

            	
              1

            
	
              Geophone
      section tester

            	
              1

            
	
              Topographical
      equipment

            
	
              Receivers
      GPS  Leica
      SR530

            	
              4

            
	
              Base
      station  GPS  Leica
      SR530

            	
              1

            
	
              Controllers

            	
              5

            
	
              Radiomodem
      

            	
              5

            
	
              Portable
      GPS receivers Garmin12,

            	
              3

            
	
              Sowtware

            	
              1

            
	
              Database
      packet

            	
              1

            
	
              PC
      Pentium

            	
              2

            
	
              Printer
      HP LaserJet
      6P

            	
              1

            
	
              Plotter
      HP DesignJet
      500A0+

            	
              1

            
	
              MSK
      equipment

            
	
              Registrator SGD-Sel or
      GEODE

            	
              1

            
	
              Software
      packet for collection and processing of MSK data

            	
              1

            
	
              PC
      Pentium
      MMX

            	
              1

            
	
              Field
      party transport

            
	
              Seismic
      team

            
	
              Car
      for seismic team ЗИЛ-131
      (ZIL-131)

            	
              1

            
	
              Linechecker
      car Урал 4320
      (URAL 4320) or Садко
      (Sadko)

            	
              6

            
	
              Reeltruck
      Урал
      4320 (URAL 4320)

            	
              0

            
	
              Seismic
      team, total

            	
              14

            
	
              Topographical
      team

            
	
              Topographical
      car ГАЗ-66 (Газ-71)
      (GAZ-66; 71)

            	
              5

            
	
              Topographic
      team, total

            	
              5

            
	
              MSK
      drilling team

            
	
              Drill
      rig
      УРБ2А2 (URB2A2)

            	
              1

            
	
              Water
      truck

            	
              1

            
	
              MSK
      drilling team, total

            	
              2

            
	
              Vibrator
      team

            
	
              Vibrators
      HEMI--50

            	
              5

            
	
              PARM

            	
              1

            
	
              Vibrator
      team, total

            	
              6

            
	
              MSK
      team

            
	
              LVL/MSK
      stations ЗИЛ-131
      (ZIL-131)

            	
              1

            
	
              Dropped
      weight

            	
              1

            
	
              MSK
      TEAM, TOTAL

            	
              2

            
	
              Party
      transport, total:

            	
              29

            
	
              Party
      transport, total:

            	
              48

            
	
              Connection

            
	
              Satellite
      communication server and antenna

            	
              1

            
	
              Radio
      FM, mobile Motorola GM-300

            	
              27

            
	
              radio
      FM mobile Motorola GP-300

            	
              11

            
	
              Hands
      free-kit in base camp

            	
              1

            
	
              Office
      equipment of field party administrative office

            
	
              Office
      equipment are installed for providing of normal work of administrative
      personnel and shall include:

            
	
              PC
      Pentium Desktop

            	
              4

            


      


      


        
          
            
              
                


              

              
                	
                        Contractor:
      ______________________________________

                      	
                        Company:
      “Emir-Oil” LLP

                      


              

              


            

             


          

          
             


            
              

            

          

          
             


            
              
                	
                        Agreement

                      	
                        3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                      


              

              


            

          

        

      

    

     

    
      	
              Printer
      HP LaserJet

            	
              1

            
	
              Copying
      devise

            	
              1

            
	
              Fax
      and other

            	
              1

            
	
              Office
      equipment of the Customer

            
	
              Office
      equipment is installed at will of the Customer and shall
      include:

            
	
              PC
      Pentium

            	
              1

            
	
              Printer
      HP LaserJet

            	
              1

            


    

     

     

     

    2. Field office
equipment

    


    
      	
              Description

            	
              Number

            	
              Type

            
	
              Work
      station

            	
              1

            	
              SGI  Indigo2
      IMPACT 1000 or analogous

              PRIME
      (or analog) – software

            
	
              CPUs

            	
              1

            	
              4,3
      GHz

            
	
              RAM

            	
              1

            	
              8.0
      Gb

            
	
              Disk
      drive

            	
              1

            	
              146
      Gb

            
	
              Magnet
      band drive

            	
              2

            	
              M2488Cartridge
      Tape Drive or analogous

            
	
              Exabyte

            	
              1

            	
              Eliant
      8500

            
	
              Плоттер

            	
              1

            	
              HP
      DesignJet 350C

            
	
              Принтер

            	
              1

            	
              HP
      DeskJet 1600 C

            
	
              UPS

            	
              1

            	
              TRIPP
      LITE 2000

            


    

    


    
      	
              PC  Pentium
      IV  for 3D plsnning

            
	
              OS

            	
              Windows
      2000

            
	
              CPU

            	
              Pentium
      IV 1.7 GHz

            
	
              RAM

            	
              256
      Mb

            
	
              HDD

            	
              40
      Gb

            
	 
      	 
      
	
              PC  Pentium
      IV  for MSK processing

            
	
              OS

            	
              Windows
      2000

            
	
              CPU

            	
              Pentium
      IV 1.7 GHz

            
	
              RAM

            	
              256
      Mb

            
	
              HDD

            	
              40
      Gb

            


    

    


     

    


    
      	
               

              On
      behalf of

              Geo
      Seismic Service LLP

              stamp

               

              _______________________________

               

            	
               

              On
      behalf of

              Emir-Oil
      LLP

              stamp

               

              __________________________________

            
	
              Name:
      Kalimukhanova Z.

              Position:  Director

            	
              Name:
      T.K. Tolmakov.

              Position:
      General Director

            


    

     

    



    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	
                    Agreement

                  	
                    3D
      seismic exploration on the structures Begesh, Adai, North Aidai, West
      Aksaz

                  


          

          


        

      

    


    Attachment
# 5

    to
3D seismic survey Agreement between

      ______________

    and
Emir-Oil LLP

    


    


    


    Total
cost for the work under the present agreement shall be 570 000 000 tenge
($3,800,000 USD).  In lieu of payment in tenge and at the sole
election of Emir Oil, LLP, payment in full of the present agreement may be made
by delivering restricted common shares of BMB Munai, Inc. at the agreed
value of the  higher of: (i)  the
average closing price  of BMB Munai, Inc. common shares over
the five days prior to final acceptance of the 3D seismic work by Emir
Oil, LLP or (ii)  $2.00 per share, the maximum number of
shares which may be delivered as payment in full shall not
exceed 1,900,000 restricted common shares. Geo Seismic Service
LLP, and/or its assignee(s) if any, agrees to provide all necessary
certifications to represent that the shares are exempt from U.S. registration
under Regulation S, that the shares are being acquired for investment and that
Geo Seismic Service is not an entity eligible to receive shares under an S-8
registration statement and such other representations as may be required by
legal counsel for BMB Munai, Inc.

    
      	
               

              On
      behalf of

              Geo Seismic Service
      LLP

              stamp

               

              _______________________________

               

            	
               

              On
      behalf of

              Emir-Oil
      LLP

              stamp

               

              __________________________________

            
	
              Name:
      Kalimukhanova Z.

              Position:  Director

            	
              Name:
      T.K. Tolmakov.

              Position:
      General Director

            


    

    


     

    


    



    
      
        
          
            


          

          
            	
                    Contractor:
      ______________________________________

                  	
                    Company:
      “Emir-Oil” LLP