EXHIBIT 4.49



                            Dated 8th January 2006









                     (1) SOUTH ATLANTIC PETROLEUM LIMITED

                  (2) CNOOC EXPLORATION & PRODUCTION LIMITED













               ----------------------------------------------

                          SALE AND PURCHASE AGREEMENT


                                - relating to -


                    90% Contractor interest in a Production
                   Sharing Contract in respect of NNPC's 50%
                   interest in OML 130, Federal Republic of
                                    Nigeria
               ----------------------------------------------










Note:

Certain statements, marked with an asterisk in brackets [*], have been omitted
from this agreement pursuant to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and the
omitted materials have been filed separately in paper form with the Securities
and Exchange Commission.

<PAGE>

                               TABLE OF CONTENTS



1.    DEFINITIONS AND INTERPRETATION.........................................1

2.    SALE AND PURCHASE CONDITIONS...........................................8

3.    CONSIDERATION.........................................................10

4.    REIMBURSEMENT OF TUPNI/BRASOIL CARRY..................................11

5.    INTERIM PERIOD........................................................14

6.    COMPLETION............................................................16

7.    REPRESENTATIONS, WARRANTIES AND CLAIMS................................18

8.    TAXATION..............................................................23

9.    INDEMNITIES...........................................................24

10.   NOTICES...............................................................25

11.   COSTS, EXPENSES AND DELAYED PAYMENT...................................26

12.   ANNOUNCEMENTS.........................................................26

13.   ASSIGNMENT............................................................27

14.   CONFIDENTIALITY.......................................................27

15.   TERMINATION...........................................................28

16.   VARIATION.............................................................28

17.   GENERAL...............................................................28

18.   GOVERNING LAW AND ARBITRATION.........................................29


SCHEDULE 1 COMPLETION DOCUMENTS.............................................32

SCHEDULE 2 REPRESENTATIONS AND WARRANTIES...................................48

PART A REPRESENTATIONS AND WARRANTIES OF THE SELLER.........................49

PART B REPRESENTATIONS AND WARRANTIES OF THE PURCHASER......................53

SCHEDULE 3 DATA ROOM DOCUMENTS..............................................55

SCHEDULE 4 ESCROW AGREEMENT.................................................56

SCHEDULE 5 TUPNI STATEMENT OF ADVANCES......................................73

SCHEDULE 6 FORM OF LEGAL OPINION............................................74

SCHEDULE 7 FORM OF ACKNOWLEDGEMENTS.........................................76

<PAGE>

THIS AGREEMENT is made on the 8th day of January 2006

BETWEEN

(1)     SOUTH ATLANTIC PETROLEUM LIMITED a company established under the laws
        of the Federal Republic of Nigeria with its registered office at 11th
        & 12th Floor, South Atlantic Petroleum Towers, 7 Adeola Odeku Street,
        Victoria Island, Lagos, Nigeria (hereinafter referred to as "the
        Seller"); and

(2)     CNOOC EXPLORATION & PRODUCTION LIMITED, a company established under
        the laws of the Federal Republic of Nigeria with its registered office
        at 16d, Akin Olugbade Street, Victoria Island, Lagos, Nigeria
        (hereinafter called the "Purchaser").

WHEREAS

(A)     Effective 23 February 1998 the Seller was granted a 100% interest in
        OPL 246 and pursuant to a farm in agreement the Seller assigned a 24%
        interest to TUPNI and a 16% interest to Brasoil;

(B)     On 1 August 2003, the Seller on behalf of itself, TUPNI and Brasoil
        applied for the conversion of part of the area of OPL 246 to an oil
        mining lease (as amended by a letter from the Seller to the Department
        of Petroleum Resources dated 8 March, 2004) and by a letter dated 24
        February 2005 the Ministry of Petroleum Resources approved the
        conversion to OML 130;

(C)     By a letter dated 5 May 2005 from the Ministry of Petroleum Resources,
        the FGN exercised its rights under the Deep Water Block Allocations to
        Companies (Back-in-Rights) Regulations 2003 to take a 50%
        participating interest in OML 130 by vesting in NNPC a 50%
        participating interest, so that the parties to OML 130 and their
        participating interests therein are NNPC (50%), TUPNI (24%), Brasoil
        (16%) and the Seller (10%);

(D)     In respect of the funding and conduct of operations relating to NNPC's
        50% interest in OML 130, NNPC has entered into the PSC with the Seller
        and TUPNI pursuant to which the Seller has all of the rights and
        obligations of the Contractor and TUPNI is designated as operator
        under the PSC to carry out Petroleum Operations on behalf of the
        Contractor; and

(E)     The Seller wishes to sell and assign the Transferred Interest (as
        hereinafter defined) and the Purchaser is willing to purchase and
        acquire the Transferred Interest from the Seller subject to and upon
        the terms hereof.

NOW IT IS HEREBY AGREED as follows:

1.      DEFINITIONS AND INTERPRETATION

1.1     Except where the context otherwise requires, the following expressions
        in this Agreement, its Recitals and Schedules shall have the following
        respective meanings:



                                Exhibit 4.49-1
<PAGE>

        "Abandonment              means, in so far as these relate to the
        Liabilities"              Transferred Interest, any and all costs,
                                  charges, expenses, liabilities and
                                  obligations incurred in abandoning and/or
                                  decommissioning and/or removing any and all
                                  relevant assets, installations, facilities,
                                  equipment, pipelines, or other property
                                  whether such costs, charges, expenses,
                                  liabilities and obligations arose on, before
                                  or after Completion and whether such costs,
                                  charges, expenses, liabilities and
                                  obligations arise under any treaty,
                                  statutory, common law, or other obligation
                                  and regardless of negligence or breach of
                                  statutory duty on the part of the Seller;

        "Acknowledgements"        means the documents to be signed by TUPNI
                                  and Brasoil substantially in the form
                                  attached in Schedule 7 to be provided to the
                                  Purchaser at Completion;

        "Adjusted                 means the Reimbursement Amount, as adjusted
        Reimbursement Amount"     pursuant to the provisions of Clause 4.2(a)
                                  and as otherwise provided in this Agreement;

        "Adjustment Amount"       shall have the meaning given to it in Clause
                                  3.2;

        "Affiliate"               means any holding company or subsidiary
                                  company of a Party, or any company which is
                                  a subsidiary company of the holding company
                                  of a Party, and the expression "holding
                                  company" and "subsidiary" shall have the
                                  meanings respectively ascribed thereto by
                                  Section 736 of the Companies Act 1985 as
                                  amended by Section 144 of the Companies Act
                                  1989;

        "Base Rate"               means the display rate per annum of the
                                  offered quotation for deposits in US dollars
                                  for a period of one month which appears on
                                  Telerate Page 3750 (or such other page as
                                  the parties may agree) at or about 11.00 am
                                  London time on the Due Date, or if such Due
                                  Date is not a Business Day in London on the
                                  last Business Day in London prior to such
                                  Due Date, provided that, if the debt in
                                  question remains unpaid for longer than a
                                  month from such Due Date, interest thereon
                                  shall be compounded monthly and the said
                                  display rate reset monthly by reference to
                                  such display rate prevailing on the last
                                  Business Day in London prior to the monthly
                                  reset date;

        "Brasoil"                 means Brasoil Oil Services Company Nigeria
                                  Limited, its successors and permitted
                                  assigns;

        "Business Day"            means a day other than a Saturday or Sunday
                                  or statutory holidays on which banks are or,
                                  as the context may require, were generally
                                  open for all



                                Exhibit 4.49-2
<PAGE>

                                  normal business in Nigeria and London;

        "Cash Call"               means a cash call as referred to in the
                                  Operating Agreement and the accounting
                                  procedure attached thereto;

        "Completion"              means the completion of the transfer or
                                  acquisition of the Transferred Interest as
                                  provided for in Clause 6;

        "Completion Date"         means the date of Completion as determined
                                  in accordance with Clause 6.1;

        "Completion Documents"    means the documents listed in Schedule 1
                                  substantially in the form attached hereto
                                  that must be executed in order to effect the
                                  transfer to and acquisition by the Purchaser
                                  of the Transferred Interest;

        "Consideration"           means the Purchase Price as adjusted
                                  pursuant to Clause 3.2 and as otherwise
                                  provided in this Agreement;

        "Contractor"              has the meaning given to it in the PSC;

        "Cost Oil"                has the meaning given to it in the PSC;

        "Data"                    means all data and information held by the
                                  Seller (or to which it is entitled) in its
                                  capacity as Contractor under the PSC in
                                  respect of the Transferred Interest
                                  including, without prejudice to the
                                  generality of the foregoing, accounts,
                                  books, contracts, correspondence,
                                  information, data and reports (including
                                  petroleum engineering, reservoir
                                  engineering, drilling, geological,
                                  geophysical and all other kinds of technical
                                  data and reports, maps, samples, well logs
                                  and analyses in whatever form the same are
                                  maintained), but excluding any notes,
                                  memoranda, analyses, reports or equivalent
                                  documents (in whatever form maintained)
                                  prepared by the Seller, its Affiliates,
                                  auditors, advisers and contractors for the
                                  Seller's or its Affiliates' internal
                                  purposes and/or corporate decision making
                                  and/or review procedures;

        "Data Room Documents"     means the documents relating to the
                                  Transferred Interest listed in Schedule 3
                                  and, where the context so admits, any one or
                                  more of such documents;

        "Deposit"                 means the deposit of Dollars two hundred and
                                  thirty-five million ($235,000,000) payable
                                  into the Escrow Account on the date of this
                                  Agreement;



                                Exhibit 4.49-3
<PAGE>

        "Disclosure Letter"       means a letter of even date herewith,
                                  together with the attachments thereto,
                                  addressed by the Seller to the Purchaser
                                  disclosing exceptions to the Seller's
                                  Warranties;

        "Dollar" or "$"           means the lawful currency of the United
                                  States of America;

        "Due Date"                means the date from which interest is to be
                                  charged in accordance with the terms of this
                                  Agreement;

        "Effective Date"          means 00.01 hours, Lagos Nigeria time, on 1
                                  July 2005;

        "Encumbrances"            means all liens, charges, mortgages,
                                  pledges, overriding royalties, net profit
                                  interests, security interests, encumbrances
                                  or third party rights other than those
                                  arising under OML 130, the PSC, the
                                  Operating Agreement, the Production
                                  Co-ordination Agreement and under applicable
                                  legislation;

        "Environmental            means, in so far as these relate to the
        Liabilities"              Transferred Interest, all costs, charges,
                                  expenses, liabilities and obligations,
                                  whether arising on, before or after
                                  Completion relating to: (1) cleaning up or
                                  removing debris from and for reinstating any
                                  area of land, foreshore, sea or sea bed,
                                  wherever situated, including without
                                  limitation reinstating any and all forms of
                                  plant and animal life and/or facilities
                                  required to be reinstated in, on, under or
                                  in respect of any such areas; (2) any
                                  pollution of air, water or land whether
                                  within natural or man made structures above
                                  or below ground including radiation, the
                                  cleaning up, repairing and eliminating of
                                  such pollution, radiation or other resulting
                                  toxic or other substances; and (3) the
                                  breach of or strict liability under any law,
                                  regulation, treaty, directive, statute,
                                  subordinate legislation, common law, civil
                                  law, order, judgment or award relating to
                                  the environment, health, safety, control of
                                  substances and pollution, and regardless of
                                  whether such costs, charges, expenses,
                                  liabilities and obligations are incurred in
                                  tort, contract, statute, common law or civil
                                  law and regardless of negligence or breach
                                  of statutory duty on the part of the Seller;

        "EPC Liabilities"         means, in so far as these relate to the
                                  Transferred Interest, all costs, charges,
                                  expenses, liabilities and obligations,
                                  whether arising on, before or after
                                  Completion, which are incurred in connection
                                  with any contracts entered into by TUPNI as
                                  operator on behalf of itself, NNPC, the
                                  Seller and Brasoil, relating



                                Exhibit 4.49-4
<PAGE>

                                  to the development of the Akpo field,
                                  including any claims made under such
                                  contracts, and regardless of whether such
                                  costs, charges, expenses, liabilities and
                                  obligations are incurred in tort, contract,
                                  statute, common law, maritime law or civil
                                  law and regardless of negligence or breach
                                  of statutory duty on the part of the Seller,
                                  TUPNI or any other party to OML 130 or the
                                  PSC;

        "Escrow Account"          has the meaning given to it in the Escrow
                                  Agreement;

        "Escrow Agreement"        means the escrow agreement in the form
                                  attached as Schedule 4 dated the date
                                  hereof;

        "Escrow Completion        has the meaning given to it in the Escrow
        Notice"                   Agreement;

        "Escrow ITC Security      has the meaning given to it in the Escrow
        Notice"                   Agreement; "Expenditures" has the meaning
                                  given to it in Clause 4.3; "FGN" means the
                                  Government of the Federal Republic of
                                  Nigeria which shall be deemed to include any
                                  ministry or agency thereof;

        "Final Completion         means the statement prepared by the Seller
        Statement"                pursuant to Clause 4.4 within fifteen (15)
                                  Business Days of Completion;

        "Gas Utilisation          means the agreement dated 25 April 2005 and
        Agreement"                entered into between NNPC and Elf Petroleum
                                  Nigeria Limited of the one part and NNPC,
                                  the Seller, TUPNI and Brasoil of the other
                                  part; "HOA" means the Heads of Agreement
                                  entered into between NNPC, TUPNI, Brasoil
                                  and the Seller dated 25 April 2005 relating
                                  to NNPC's entry into OML 130; "Interim
                                  Completion Statement" means the statement
                                  prepared by the Seller pursuant to Clause
                                  4.3 prior to Completion; "Interim Period"
                                  means the period between the date of this
                                  Agreement and Completion; "ITC Security" has
                                  the meaning attributed thereto in Clause 3.4
                                  of this Agreement;

        "Minister"                means the Minister of Petroleum Resources of
                                  the FGN or any duly-constituted successor
                                  entity designated by the FGN or such other
                                  equivalent



                                Exhibit 4.49-5
<PAGE>

                                  competent authority;

        "NNPC"                    means the Nigerian National Petroleum
                                  Corporation;

        "OML Area"                means the area covered by the OML 130;

        "OML 130"                 means the oil mining lease granted by the
                                  Minister to NNPC, TUPNI, Brasoil and the
                                  Seller by a letter dated 24 February 2005 in
                                  respect of the OML Area;

        "Operating Agreement"     means the operating agreement dated 25 April
                                  2005, and entered into between the Seller
                                  and TUPNI relating to the conduct of
                                  operations under the PSC;

        "OPL 246"                 means the Oil Prospecting Licence 246
                                  offshore Nigeria dated 15 April 1999 and
                                  with a commencement date of 23 February 1998
                                  and granted by the FGN to the Seller, and in
                                  respect of which the Seller has assigned a
                                  24% interest to TUPNI and a 16% interest to
                                  Brasoil;

        "Parties"                 means collectively the Seller and the
                                  Purchaser;

        "Party"                   means the Seller or the Purchaser;

        "Petroleum Operations"    has the meaning given to it in the PSC;

        "Production Co-           means the agreement dated 26 April 2005
        ordination Agreement"     entered into between the Seller, TUPNI and
                                  Brasoil to co-ordinate decisions relating to
                                  operations in the OML Area;

        "Profit Oil"              has the meaning given to it in the PSC;

        "PSC"                     the Production Sharing Contract dated 25
                                  April 2005 and entered into by NNPC of the
                                  one part and the Seller of the other part as
                                  Contractor and TUPNI as operator relating to
                                  NNPC's fifty per cent (50%) interest in OML
                                  130 and the rights and obligations of the
                                  Contractor and TUPNI in respect of the
                                  funding and the conduct of Petroleum
                                  Operations on behalf of NNPC;

        "Purchase Price"          means the amount referred to in Clause 3.1;

        "Purchaser's Escrow       has the meaning given to it in the Escrow
        Termination Notice"       Agreement;

         "Purchaser's             the representations and warranties of the
         Warranties"              Purchaser in Schedule 2, Part B;

        "Receipts"                has the meaning given to it in Clause 4.3;



                                Exhibit 4.49-6
<PAGE>

        "Reimbursement Amount"    means the amount referred to in Clause 4.1;

        "Retained Interest"       means all of the rights, benefits, interests
                                  and obligations attaching to and forming
                                  part of (1) the Seller's remaining ten per
                                  cent (10%) interest as a Contractor in and
                                  under the PSC, and (2) the remaining ten per
                                  cent (10%) of the Seller's participating
                                  interest in and under the Operating
                                  Agreement, (3) all of the corresponding
                                  rights, interests and obligations under the
                                  Production Co-ordination Agreement, and (4)
                                  all of the corresponding rights, benefits
                                  and interests under the HOA;

        "Seller's Escrow          has the meaning given to it in the Escrow
        Termination Notice"       Agreement;

        "Seller's Warranties"     the representations and warranties of the
                                  Seller in Schedule 2, Part A;

        "Transferred Interest"    means all of the rights, benefits, interests
                                  and obligations attaching to and forming
                                  part of (1) the ninety per cent (90%)
                                  interest of the Seller's interest as a
                                  Contractor in and under the PSC, (2) the
                                  Seller's ninety per cent (90%) participating
                                  interest in and under the Operating
                                  Agreement, (3) all of the corresponding
                                  rights, interests and obligations under the
                                  Production Co-ordination Agreement, and (4)
                                  all of the corresponding rights, benefits
                                  and interests under the HOA;

        "TUPNI"                   means Total Upstream Nigeria Limited, its
                                  successors and permitted assigns; and

        "Warranties"              the Seller's Warranties and the Purchaser's
                                  Warranties.

1.2     All references to Clauses, Recitals and Schedules are, unless
        otherwise expressly stated, references to clauses of and recitals and
        schedules to this Agreement.

1.3     The headings in this Agreement are inserted for convenience only and
        shall be ignored in construing this Agreement.

1.4     Any reference to any statute or statutory instrument in this Agreement
        shall be a reference to the same as amended, consolidated or extended,
        supplemented or re-enacted from time to time or at any time prior to
        the date of this Agreement, and shall include any orders, regulations,
        instruments or other subordinate legislation made under the relevant
        statute.

1.5     Except where the context otherwise requires, words denoting the
        singular include the plural and vice versa; words denoting any gender
        include all genders; words denoting persons include firms and
        corporations and vice versa.



                                Exhibit 4.49-7
<PAGE>

1.6     The word "including" shall be construed without limitation.

1.7     The Schedules form part of this Agreement and shall be construed and
        shall have the full force and effect as if expressly set out in the
        body of this Agreement, save that in the event of any conflict between
        the Schedules and any provision contained in the Clauses of this
        Agreement the latter shall prevail.

2.      SALE AND PURCHASE CONDITIONS

2.1     Subject to the terms and conditions hereinafter provided, on the
        Completion Date and for the Consideration the Seller, as legal and
        beneficial owner, shall sell and assign the Transferred Interest with
        full title guarantee to the Purchaser and the Purchaser shall purchase
        and acquire the Transferred Interest free from Encumbrances.

2.2     Subject to Clause 3.3, the sale and assignment of the Transferred
        Interest referred to in Clause 2.1 shall be completed on the
        Completion Date when the conditions precedent in Clause 2.3 have been
        fulfilled, provided that the said sale and assignment shall, as
        between the Parties, be deemed for all purposes to be made with effect
        from the Effective Date.

2.3     The respective obligations of the Seller and of the Purchaser pursuant
        to Clause 2.1 shall be subject to the satisfaction of the following
        conditions precedent:

        (a)  the receipt of the unconditional written consent of NNPC under
             clause 18 of the PSC to the assignment to the Purchaser of the
             Seller's ninety per cent (90%) interest as a Contractor;

        (b)  the execution of the Completion Documents by the parties thereto
             (excluding the Parties);

        (c)  the Seller having notified the Minister and the Nigerian
             Department of Petroleum Resources (or any successor), in writing,
             at the same time as requesting the consent referred to in Clause
             2.3(a), that the Seller is proposing to assign the Transferred
             Interest to the Purchaser; and

        (d)  the receipt of the consent of the government of The People's
             Republic of China to the acquisition of the Transferred Interest
             by the Purchaser.

2.4     (a)  The Seller shall use its reasonable endeavours to procure the
             satisfaction as soon as reasonably practicable of the conditions
             precedent in Clause 2.3 (a), (b) and (c). The Purchaser shall
             render all reasonable assistance in relation to the satisfaction
             of such conditions precedent as the Seller may request, including
             the provision by the Purchaser of a parent company guarantee
             acceptable to NNPC, if so required by NNPC.

        (b)  The Purchaser shall use its reasonable endeavours to procure the
             satisfaction as soon as reasonably practicable of the conditions
             precedent in Clause 2.3(d). To the extent it is able the Seller
             shall render all reasonable assistance in relation to the
             satisfaction of such condition precedent.

        (c)  If the conditions precedent in Clause 2.3 are not satisfied
             within four (4) months of the date hereof, the Parties shall meet
             to discuss what joint action



                                Exhibit 4.49-8
<PAGE>

             should be taken in order to procure the satisfaction of such
             conditions precedent.

2.5     If (notwithstanding that the Parties shall have used such endeavours
        and rendered such assistance as aforesaid) the conditions precedent
        set out in Clause 2.3 have not been satisfied before 5:00 p.m.
        Nigerian time within six (6) months of the date of this Agreement (or
        such later date as the Parties shall agree in writing) the Seller or
        the Purchaser shall have the right to terminate this Agreement
        forthwith by notice to the other Party, and upon termination neither
        Party shall, subject to Clause 2.7, have any liability hereunder to
        the other Party except in respect of any breach of this Agreement
        committed before such time.

2.6     The Seller shall notify the Purchaser, as soon as reasonably
        practicable, when each of the conditions precedent listed in Clause
        2.3 has been satisfied and provide the Purchaser with a copy of the
        consent received under Clause 2.3(a) and notice sent under Clause 2.3
        (c) duly acknowledged for receipt by the recipient.

2.7     (a)  On the day following the date of this Agreement the Purchaser
             shall pay, or procure the payment of, the Deposit into the Escrow
             Account in accordance with the terms of the Escrow Agreement. If
             the Purchaser fails to pay the Deposit as aforesaid, without
             prejudice to any other rights of the Seller, the Seller shall
             have the right to seek specific performance by the Purchaser of
             its obligation under this Clause 2.7(a) or, at the Seller's
             option, to terminate this Agreement forthwith.

        (b)  The Deposit less the ITC Security shall be paid at Completion to
             the Seller as provided in the Escrow Agreement and Clause 6.2(f).

        (c)  If this Agreement is terminated prior to Completion due to the
             breach by the Purchaser of its obligations hereunder or if
             Completion does not occur due to the breach by the Purchaser of
             its obligations hereunder, in either case the Deposit shall,
             without prejudice to any other rights of the Seller, be payable
             forthwith to the Seller and the Seller's Escrow Termination
             Notice shall be signed by both Parties in accordance with the
             Escrow Agreement.

        (d)  If this Agreement is terminated prior to Completion due to the
             breach by the Seller of its obligations hereunder or if
             Completion does not occur as provided in Clauses 2.5, 3.3,
             7.12(b) or due to the breach by the Seller of its obligations
             hereunder, in any such case the Deposit shall, without prejudice
             to any other rights of the Purchaser, be payable forthwith to the
             Purchaser and the Purchaser's Escrow Termination Notice shall be
             signed by both Parties in accordance with the Escrow Agreement.

        (e)  On entry into of this Agreement by the Parties, and at
             Completion, the Seller shall deliver a legal opinion addressed to
             the Purchaser and to CNOOC Limited from its legal advisers
             substantially in the form attached hereto as Schedule 6.



                                Exhibit 4.49-9
<PAGE>

3.      CONSIDERATION

3.1     The Consideration for the sale and assignment of the Transferred
        Interest payable to the Seller at Completion shall be the amount of
        Dollars one billion seven hundred and fifty million
        ($1,750,000,000.00) (the "Purchase Price"), as adjusted pursuant to
        Clause 3.2.

3.2     (a)  The Purchase Price referred to in Clause 3.1 shall be adjusted to
                                                               n
             an amount (the "Adjustment Amount") equal to Sigma  Xn where:-
                                                               1
                                        n
         Xn = (LIBORn) x Dn x (P + Sigma  Xn -1)
                                        1
                         --
                        360


         where:- Xo =       0;

                 n  =       for each month in the period from 1 January 2006
                            to Completion;

                 Dn =       the number of days in each month in the period
                            from and including 1 January 2006 up to but
                            excluding the Completion Date, provided that, if
                            the Completion Date is not the last day of a month
                            the number of days for the relevant month shall be
                            the number of days in that month up to but
                            excluding the Completion Date; and where a month
                            shall be deemed to be a period of

                            thirty (30) days;

                 P  =       the amount of Dollars [*];

                 LIBORn =   means the display rate per annum of the offered
                            quotation for deposits in Dollars for a period of
                            one month which appears on Telerate Page 3750 (or
                            such other page as the Parties may agree) at or
                            about 11.00 am London time on the Business Day
                            immediately prior to 1 January 2006 and thereafter
                            on the first day of each month in the period until
                            Completion, or, if such day is not a Business Day
                            in London, on the last Business Day in London
                            prior to such day.


        (b)  The amount calculated under Clause 3.2(a) and notified to the
             Purchaser as provided in Clause 6.2(d) shall, save in the event
             of fraud or manifest error in calculating such amount (but not
             otherwise), be payable at Completion and in the case of fraud or
             manifest error and if not resolved by the Parties prior to
             Completion, the matter shall be resolved by reference to an
             expert appointed on request of either Party in accordance with
             Clause 4.5 which shall be deemed to apply mutatis mutandis to a
             dispute under this Clause 3.2(b).



                               Exhibit 4.49-10
<PAGE>

3.3     The Seller acknowledges that the Consideration is based on the
        assumption that the royalty rate which will apply to, and in respect
        of, production attributable the Transferred Interest is zero percent
        (0%). In the event that prior to Completion, the royalty rate is
        varied,

        (a)  the Seller may serve a notice on the Purchaser of such variation
             in the royalty rate and the Purchaser shall have the right,
             exercisable by notice within seven (7) Business Days of receipt
             of such notice from the Seller, to terminate this Agreement
             forthwith by notice to the Seller; or

        (b)  if no notice is received under Clause 3.3(a), the Purchaser shall
             have the right exercisable at any time (i) prior to, and (ii) up
             to three (3) Business Days after receipt of a validly served
             notice under Clause 2.6 that the conditions precedent have been
             fulfilled, to terminate this Agreement forthwith by notice to the
             Seller,

        and, in the case of termination pursuant to either of Clause 3.3(a)
        or (b), the Deposit shall be repayable to the Purchaser in accordance
        with the Escrow Agreement. If the Purchaser fails to exercise such
        termination right within the specified time detailed in Clause 3.3(a)
        or (b), as the case may be, the Purchaser shall be deemed to have
        irrevocably waived its right of termination under this Clause 3.3.

3.4     The Seller acknowledges that the Consideration is based on the
        assumption that the investment tax credit regime ("ITC") will apply
        to, and in respect of, the Transferred Interest. If prior to the date
        of first commercial production of hydrocarbons from the OML Area (the
        "Production Date"), official government written notification or
        written NNPC communication of the official government's decision has
        been received that ITC will apply to and in respect of the Transferred
        Interest, then at Completion, if such notice or communication has been
        received, or following Completion, upon receipt of such notice or
        communication, the Seller shall be paid the sum of Dollars [*] (the
        "ITC Security") and if by the Production Date, such notification has
        not been received, then the ITC Security shall be paid to the
        Purchaser, and in either case the Escrow ITC Security Notice shall be
        signed by both Parties all as provided in the Escrow Agreement and, if
        payment is to the Purchaser, the same shall be treated as a reduction
        to the Consideration.

4.      REIMBURSEMENT OF TUPNI/BRASOIL CARRY

4.1     At Completion (or thereafter as provided in this Clause 4) the
        Purchaser shall reimburse directly to TUPNI and Brasoil pursuant to
        Clause 6.2(e) an aggregate amount of Dollars five hundred and eighteen
        million ($518,000,000.00) (the "Reimbursement Amount"), representing
        advances owing to TUPNI and Brasoil by the Seller in respect of the
        period prior to the Effective Date, adjusted pursuant to the following
        provisions of this Clause 4.

4.2     (a)  The Reimbursement Amount referred to in Clause 4.1 shall be
             adjusted as follows:

                                                  n
             (i)  to an amount equal to RD + Sigma  Xn (the "Adjusted
                                                  1
                  Reimbursement Amount") where:-



                               Exhibit 4.49-11
<PAGE>
                                               n
        Xn = (LIBORn + [*]%) x Dn x (RD + Sigma  Xn- 1)
                                               1
                                     --
                                    360

        where:- Xo =       0;

                n  =       for each month in the period from 1 January 2006 to
                           Completion;

                Dn =       the number of days in each month in the period
                           from and including 1 January 2006 up to but
                           excluding the Completion Date, provided that, if
                           the Completion Date is not the last day of a month
                           the number of days for the relevant month shall be
                           the number of days in that month up to but
                           excluding the Completion Date; and where a month
                           shall be deemed to be a period of thirty (30)
                           days;

                RD =       the amount of Dollars [*];

                LIBORn =   means the display rate per annum of the offered
                           quotation for deposits in Dollars for a period of
                           one month which appears on Telerate Page 3750 (or
                           such other page as the Parties may agree) at or
                           about 11.00 am London time on the Business Day
                           immediately prior to 1 January 2006 and thereafter
                           on the first day of each month in the period until
                           Completion, or, if such day is not a Business Day
                           in London, on the last Business Day in London
                           prior to such day.

            (ii)  deducting or adding the payment to be made pursuant to
                  Clause 4.3 as set out on the Interim Completion Statement,
                  such payment being deducted from the Adjusted Reimbursement
                  Amount, if due from the Seller, and added to the Adjusted
                  Reimbursement Amount if due from the Purchaser.

        (b)  Following Completion the Adjusted Reimbursement Amount shall be
             further adjusted by the Final Completion Statement.

        (c)  The amount calculated under Clause 4.2(a)(i) and notified to the
             Purchaser as provided in Clause 6.2(e) shall, save in the event
             of fraud or manifest error in calculating such amount (but not
             otherwise), be payable at Completion. In the case of fraud or
             manifest error, if any dispute is not resolved by the Parties
             prior to Completion, the matter shall be resolved by reference to
             an expert appointed on request of either Party in accordance with
             Clause 4.5 which shall be deemed to apply mutatis mutandis to a
             dispute under this Clause 4.2(c).

4.3     The Adjusted Reimbursement Amount shall be increased by the amount of
        all Cash Calls (except any sums detailed in the statement of advances
        set out in Schedule 5 attached hereto) paid by or on behalf of the
        Seller under the Operating Agreement on



                               Exhibit 4.49-12
<PAGE>

        or after the Effective Date (herein collectively referred to as
        "Expenditures") and shall be reduced by the amount of all income and
        receipts received by or on behalf of the Seller on or after the
        Effective Date under the Operating Agreement (herein collectively
        referred to as "Receipts") and respectively attributable to the
        Transferred Interest, in the period from the Effective Date to the
        Completion Date, and at least ten (10) Business Days prior to
        Completion the Seller shall prepare and give to the Purchaser a
        statement (the "Interim Completion Statement") showing for such
        period:

        (a)  all Expenditures and all Receipts;

        (b)  an amount equal to interest at the Base Rate plus three per cent
             (3%) on all Expenditures, charged from, and including, the date
             such Expenditures were paid up to, but excluding, the Completion
             Date;

        (c)  an amount equal to interest at the Base Rate plus three per cent
             (3%) on all Receipts charged from, and including, the date such
             Receipts were received up to, but excluding, the Completion Date;

        (d)  the net balance resulting from the addition of the Expenditures
             and the amounts determined under Clause 4.3(b) less the sum of
             the Receipts and the amounts determined under Clause 4.3(c); and

        if the amount of the resulting net balance is positive, such amount
        shall be due from the Purchaser to the Seller and payable as provided
        in Clause 6.2(e) and if negative, shall be due from the Seller to the
        Purchaser, provided always that in the event of fraud or manifest
        error in calculating the amounts included in the Interim Completion
        Statement, but not otherwise, the Purchaser shall be entitled to
        withhold such amount from the Adjusted Reimbursement Amount payable
        at the Completion Date pending the resolution of such matter in
        accordance with the provisions of Clause 4.5.

4.4     (a)  Within fifteen (15) Business Days of Completion, the Seller shall
             prepare and give to the Purchaser a further statement in respect
             of the Expenditures and Receipts and other amounts as referred to
             in Clause 4.3(a) to (d) inclusive in the period from the
             Effective Date to the Completion Date (the "Final Completion
             Statement"), which shall be prepared on the same basis as the
             Interim Completion Statement and shall show any adjustments to
             the Interim Completion Statement and any further adjustment to
             the Reimbursement Amount. If at the time of preparing the Final
             Completion Statement, there are Expenditures or Receipts which
             cannot be ascertained, then the Seller shall deliver a further
             statement in respect thereof as soon as reasonably practicable,
             provided that following Completion, the Purchaser shall provide
             promptly to the Seller such information regarding Expenditures
             and Receipts as may be received by the Purchaser to permit the
             Seller to prepare the Final Completion Statement.

        (b)  Within fifteen (15) Business Days of receipt of the Final
             Completion Statement, or any further statement, the Purchaser
             shall give notice to the Seller either (1) confirming acceptance
             of the Final Completion Statement, or such further statement, in
             which event the Purchaser or the Seller, as applicable, shall pay
             or repay the amount of any such further adjustment to the
             Reimbursement Amount shown to be payable on the Final Completion



                               Exhibit 4.49-13
<PAGE>

             Statement or such statement within seven (7) Business Days of the
             Purchaser's notice, together with interest on such amount at the
             Base Rate plus three per cent (3%) charged from and including
             Completion to and excluding the date of payment, or (2) disputing
             all or part of such Final Completion Statement, or further
             statement, in which event if the Parties cannot resolve such
             dispute within ten (10) Business Days, the matter shall be dealt
             with as provided in Clause 4.5. If the Purchaser fails to give a
             notice to Seller as referred to above, the Purchaser shall be
             deemed to have accepted the Final Completion Statement or further
             statement which shall be final and binding on the Parties.

4.5     In the event that the Parties cannot agree upon the Final Completion
        Statement or other statements as provided in Clause 4.4, the dispute
        may be referred at any time thereafter by either Party for resolution
        by a firm of independent chartered accountants appointed by the
        President for the time being of the Institute of Chartered Accountants
        of England and Wales, unless prior to such referral, the Parties have
        agreed upon and appointed such firm. The nominated firm of independent
        chartered accountants shall be afforded the same access to books,
        records, accounts and documents in the possession of the Parties as
        they have in respect of each other. The decision of the firm so
        appointed shall, in the absence of fraud or manifest error, be final
        and binding on the Parties, and settlement of any outstanding amount
        shall be made within five (5) Business Days of such decision together
        with interest charged and paid as provided in Clause 4.4. The costs of
        the firm shall be borne by the Parties in equal proportions, and such
        firm shall be deemed to be acting as an expert and not as an
        arbitrator.

4.6     Expenditures, Receipts and other amounts referred to in this Clause 4
        and which are in currencies other than Dollars, shall be converted to
        Dollars at the midpoint of the day's spread of the relevant exchange
        rate quoted in the Financial Times, London edition, for the day the
        applicable Expenditures, Receipts or other amounts were paid or
        received (or if not so quoted the midpoint for the applicable currency
        as quoted by the relevant central bank or other bank of repute).

5.      INTERIM PERIOD

5.1     During the Interim Period the Seller shall:

        (a)  perform and procure the performance of all activities and
             obligations in relation to the Transferred Interest in the
             ordinary and usual course of business and in accordance with good
             oilfield practices, including procuring the payment of all Cash
             Calls;

        (b)  advise the Purchaser promptly of any claim, legal proceedings,
             arbitration or expert reference which may arise in connection
             with the Transferred Interest;

        (c)  not terminate or amend, or permit any amendment or termination
             of, the PSC, the HOA, the Operating Agreement or the Production
             Co-ordination Agreement without the prior written consent of the
             Purchaser and shall not create or permit to subsist any
             Encumbrance over the Transferred Interest (other than in respect
             of the carry detailed in the farm in agreement of 19 March 1998)
             and not execute any new operating agreements, cooperation



                               Exhibit 4.49-14
<PAGE>

             agreements, unitisation agreements or project documents in
             relation to OML 130 without prior written consent of the
             Purchaser;

        (d)  prior to any meeting under the PSC, the Operating Agreement, or
             the Production Co-ordination Agreement or prior to any material
             decision being taken in respect of the Transferred Interest,
             consult with the Purchaser and, in attending such meeting or
             casting its vote or abstaining, take account of any reasonable
             representation which the Purchaser may make;

        (e)  use its reasonable endeavours to procure agreement to the
             Purchaser's representative attending meetings under the PSC, the
             Operating Agreement and the Production Co-ordination Agreement as
             an observer and together with the Seller's representative;

        (f)  notify the Purchaser as soon as reasonably practicable of any
             event or matter which would cause the Seller's Warranties, if the
             Seller's Warranties were repeated every day until Completion, to
             be breached;

        (g)  subject to any confidentiality restrictions by which the Seller
             is bound, keep the Purchaser informed in a timely manner of any
             Cash Calls issued and details of payments made and the adoption
             or amendment to any work programme and budget and the negotiation
             or execution of any material contract pursuant to the PSC and the
             Operating Agreement, and to the extent not already provided,
             provide the Purchaser with copies of all Data, written notices
             and other information provided by or to the Seller (whether
             before or during the Interim Period) including any technical or
             geological data or minutes of meetings received under the PSC,
             the Operating Agreement, the Production Co-ordination Agreement
             or the HOA and shall provide the Purchaser and the Purchaser's
             advisers with access, at times convenient to the Seller and
             subject to reasonable prior notice, during normal working hours
             to such information, documentation and data (subject always to
             any confidentiality obligations restricting disclosure) which
             they may reasonably require in respect of the Transferred
             Interest;

        (h)  procure TUPNI to maintain any insurance taken out under the
             Operating Agreement (details of which shall be provided to the
             Purchaser promptly following the date hereof to the extent not
             already provided) and shall procure TUPNI to pursue any claim
             under the insurance policies and apply any insurance proceeds to
             meet any costs and expenses or credit the proceeds to the joint
             account of the Contractor under the Operating Agreement;

        (i)  take all reasonable steps available to it to ensure that OML 130
             is not amended, varied or revoked; and

        (j)  not transfer nor assign, nor enter into any agreement or
             arrangement for the transfer or assignment of, any rights or
             obligations in respect of the Retained Interest.

5.2     If Completion does not take place for any reason provided for in this
        Agreement:



                               Exhibit 4.49-15
<PAGE>

        (a)  all information provided to the Purchaser under this Clause 5
             will be returned to the Seller at the Purchaser's cost promptly
             after the Seller's request therefor and the Purchaser shall not
             retain copies thereof; and

        (b)  all analyses, compilations, studies or other documents prepared
             by or on behalf of the Purchaser relating to OML 130 and the OML
             Area and/or the Transferred Interest will be destroyed.

5.3     In respect of the Transferred Interest, the Purchaser agrees and
        accepts that all work programmes and budgets, commitments to
        expenditures and other decisions relating to Petroleum Operations
        relating to the OML Area and which are approved by the management
        committee under the PSC shall be binding upon the Purchaser in all
        respects.

5.4     It is agreed that as at Completion and as between the Parties, the
        words "3 representatives of Contractor" referred to in clause 15 of
        the HOA shall be read and construed as meaning "2 representatives of
        the Purchaser and 1 representative of the Seller". For the avoidance
        of doubt, the Seller shall support any request by the Purchaser for
        representation at any subcommittee established under clause 7.7 of the
        PSC.

5.5     If TUPNI as Operator fails to pay to or credit the Joint Account (as
        both terms are defined in the Operating Agreement) with any amount due
        to the Contractor under the PSC, then the Seller and the Purchaser
        shall co-operate and take such actions as are reasonable to procure
        that such amount is paid to the Joint Account for the benefit of the
        Seller and the Purchaser according to their respective Participating
        Interests (as defined in the Operating Agreement).

5.6     After the date hereof, the Seller shall not agree to any amendment to
        the HOA which affects the rights, benefits and interests under the HOA
        to be assigned to the Purchaser at Completion pursuant to the
        assignment of the HOA interests forming part of the Completion
        Documents without the prior consent of the Purchaser, which shall not
        be unreasonably withheld.

6.      COMPLETION

6.1     Completion shall take place (unless otherwise agreed) at the offices
        of Baker Botts, 41 Lothbury, London EC2R 7HF as soon as reasonably
        practicable and in any event no later than ten (10) Business Days
        after the date on which the Seller shall have given notice under
        Clause 2.6 that each of the conditions in Clause 2.3 are satisfied.

6.2     At Completion, the following events shall take place:

        (a)  the Seller shall deliver to the Purchaser:

             (i)    a copy, certified as a true copy by a director or officer
                    of the Seller, of the consent of NNPC in respect of the
                    transfer and assignment of the Transferred Interest;

             (ii)   the Completion Documents duly executed by the parties
                    thereto (other than the Purchaser) and the Seller;



                               Exhibit 4.49-16
<PAGE>

             (iii)  a copy, certified as a true copy by a director or the
                    secretary of the Seller, of the resolution of the board of
                    directors of the Seller approving the disposal of the
                    Transferred Interest and authorising the execution of this
                    Agreement, the Completion Documents and all other
                    documents herein contemplated;

             (iv)   a copy, certified as a true copy by a director or officer
                    of the Seller, of a power of attorney authorising a person
                    or persons to sign this Agreement, the Completion
                    Documents and all other documents contemplated by this
                    Agreement on behalf of the Seller;

             (v)    a legal opinion, dated as of the Completion Date, from the
                    Seller's legal advisers substantially in the form attached
                    hereto as Schedule 6; and

             (vi)   the Acknowledgements duly signed by TUPNI and Brasoil;

        (b)  the Seller shall execute all such other documents and do all such
             other acts and things as may reasonably be required in order to
             transfer the Transferred Interest to the Purchaser at Completion
             and otherwise carry out the true intent of this Agreement;

        (c)  the Purchaser shall deliver to the Seller:

             (i)    a copy certified as a true copy by a director or officer
                    of the Purchaser of the consent of the government of The
                    People's Republic of China referred to in Clause 2.3(d);

             (ii)   the Completion Documents duly executed by the Purchaser
                    and thereafter the Seller shall promptly send original
                    signed copies of the notice of assignment of the HOA
                    interests to each of the parties to the HOA;

             (iii)  a copy, certified as a true copy, by a director or the
                    secretary of the Purchaser of the resolutions of the board
                    of directors of the Purchaser approving, in respect of the
                    Purchaser, the acquisition of the Transferred Interest and
                    authorising the execution on behalf of the Purchaser of
                    this Agreement, the Completion Documents and all other
                    documents herein contemplated; and

             (iv)   a copy, certified as a true copy by a director or officer
                    of the Purchaser, of a power of attorney authorising a
                    person or persons to sign this Agreement, the Completion
                    Documents, and all other documents contemplated by this
                    Agreement on behalf of the Purchaser;

        (d)  the Purchaser shall pay at Completion to the Seller the Purchase
             Price, adjusted as provided in Clause 3.2, less the Deposit, by
             electronic transfer to the Seller's bank account all as notified
             to the Purchaser by the Seller not less than three (3) Business
             Days prior to Completion;

        (e)  the Purchaser shall pay at Completion as provided below the
             Adjusted Reimbursement Amount and the Seller shall notify the
             Purchaser not less than



                               Exhibit 4.49-17
<PAGE>

             three (3) Business Days prior to Completion of the Adjusted
             Reimbursement Amount breaking out its components determined
             under Clause 4.2(a) and shall specify in such notice the amount
             to be paid to TUPNI, the amount to be paid to Brasoil and the
             amount to be paid to the Seller, and the bank account details of
             TUPNI, Brasoil and the Seller provided that all such amounts to be
             paid by the Purchaser shall be equal to the Adjusted Reimbursement
             Amount, and the Purchaser shall make such payments by electronic
             transfer to the bank accounts specified in the Seller's notice
             (which payment shall be a good discharge for the Purchaser);

        (f)  the Seller and the Purchaser shall execute the Escrow Completion
             Notice in accordance with the terms of the Escrow Agreement in
             order to permit the receipt by the Seller of the Deposit less the
             ITC Security; and

        (g)  the Purchaser shall execute all such other documents and do all
             such other acts and things as may reasonably be required in order
             to transfer the Transferred Interest to the Purchaser at
             Completion and otherwise carry out the true intent of this
             Agreement.

6.3     Within thirty (30) days of the Completion Date, the Seller shall make
        available for collection from the Seller's office in Lagos, Nigeria,
        so far as the same are not already in the Purchaser's possession and
        subject to the Purchaser requesting the same at Completion:

        (a)  copies of all current work programmes and budgets, Cash Calls and
             joint venture billings relating to the Transferred Interest;

        (b)  copies of all Data;

        (c)  copies of the Data Room Documents; and

        (d)  geoscientific and engineering data and logs.

7.      REPRESENTATIONS, WARRANTIES AND CLAIMS

7.1     Subject to all of the provisions of this Agreement and to matters
        fairly disclosed in the Disclosure Letter, the Seller, in relation to
        the Transferred Interest, hereby represents and warrants to the
        Purchaser in the terms of the Seller's Warranties which shall be
        deemed to be repeated as at the Completion Date save as otherwise
        noted in Schedule 2, Part A.

7.2     Subject to all of the provisions of this Agreement, the Purchaser
        hereby represents and warrants to the Seller in the terms of the
        Purchaser's Warranties which shall be deemed to be repeated as at the
        Completion Date.

7.3     Save in the case of fraud, and without prejudice to the provisions of
        Clause 4.3 or 4.4, the Seller shall not be liable for any claim made
        by the Purchaser under this Agreement, including the Warranties, and
        any such claim shall be wholly barred and unenforceable unless (1)
        Completion has occurred and (2) the Seller shall have received from
        the Purchaser written notice, giving such details of the claim as are
        then available, within thirty (30) days of the Purchaser becoming
        aware of the facts giving



                               Exhibit 4.49-18
<PAGE>

        rise to such claim and in any event prior to 5pm Nigerian time on a
        date twelve (12) months after the Completion Date PROVIDED ALWAYS that
        any such claim which is validly made within the required period as
        aforesaid shall, unless settled or withdrawn, be deemed to have been
        waived or withdrawn if legal proceedings in respect thereof have not
        been properly issued and served on the Seller within three (3) months
        of written notice of the relevant claim first having been given as
        aforesaid. The requirement to make a claim prior to 5pm Nigerian time
        on a date determined as stated above shall not apply to a claim made
        by the Purchaser pursuant to an indemnity in this Agreement.

7.4     Save in the case of fraud, and without prejudice to the provisions of
        Clause 4.3 or 4.4, the Seller shall have no liability in respect of
        any claim under this Agreement, including the Warranties and the
        indemnities:

        (a)  where the liability of the Seller in respect of that claim would
             (but for this Clause) be less than Dollars two million
             ($2,000,000.00); or

        (b)  unless and until and only to the extent that the liability in
             respect of that claim (not being a claim for which liability is
             excluded under Clause 7.4(a)) when aggregated with the liability
             of the Seller in respect of all other such claims shall exceed
             Dollars ten million ($10,000,000.00); or

        (c)  to the extent that the aggregate liability of the Seller in
             respect of all claims under this Agreement exceeds twenty per
             cent (20%) of the sum of the Consideration and the Adjusted
             Reimbursement Amount.

        SAVE THAT, the aggregate liability of the Seller for all claims
        relating to valid title to the Transferred Interest, shall not be
        subject to Clauses 7.4 (a), (b) and (c) and the aggregate liability in
        respect thereof shall be limited to the sum of the Consideration and
        the Adjusted Reimbursement Amount.

7.5     If the Purchaser or the Seller (as the case may be) ("First Party")
        receives any claim or becomes aware of any fact which is reasonably
        likely to result in the First Party having a claim against the Seller
        or the Purchaser (as the case may be) ("Second Party") under this
        Agreement, the First Party shall promptly notify the Second Party
        thereof in writing. The Second Party then shall be entitled to take
        and/or to require the First Party to take any reasonable action it may
        request to avoid, dispute, resist, compromise, defend or appeal such
        claim, but at the expense of the Second Party, including, but not
        limited to the conducting of any appeal, dispute, compromise or
        defence thereof and of any incidental negotiations but at all times in
        consultation with the First Party. The First Party shall not make any
        admission of liability, settle or compromise such claim unless
        requested in writing to do so by the Second Party. Whether the claim
        arises from the provisions of this Agreement (that is, there is no
        third party involvement) between the First Party and the Second Party
        or otherwise, the First Party will give the Second Party and its
        professional advisers all cooperation, access and assistance for the
        purposes of considering and resisting such claim as it may reasonably
        require, provided always that the First Party is indemnified to its
        reasonable satisfaction by the Second Party against all claims, costs,
        expenses, damages or losses which may thereby be incurred.



                               Exhibit 4.49-19
<PAGE>

7.6     Save only as and to the extent of the Seller's Warranties, the Seller
        makes no representations or warranties of any kind in respect of any
        matter or thing and disclaims all liability and responsibility for any
        representation, warranty, statement, opinion or information made or
        communicated (orally or in writing) to the Purchaser (including,
        without limiting the generality of the foregoing, any representation,
        warranty, statement, opinion, information or advice made or
        communicated to the Purchaser by any officer, shareholder,
        stockholder, director, employee, agent, adviser, consultant or
        representative of the Seller), and the Purchaser acknowledges and
        affirms that it has not relied upon any such representation, warranty,
        statement, opinion or information in entering into and carrying out
        the transactions contemplated by this Agreement. Without limiting the
        generality of the foregoing, the Seller makes no representations or
        warranties as to all or any of: (i) the amounts, quality and
        deliverability of hydrocarbon reserves attributable to the Transferred
        Interest; (ii) any geological, geophysical, engineering, economic or
        other interpretations, forecasts or evaluations; (iii) the amount of
        any future revenue; (iv) any future costs and expenses, including the
        provision of any security, relating to the abandonment or
        decommissioning of any installation, facility or equipment under the
        PSC, the Operating Agreement or any applicable laws and regulations;
        (v) the physical condition of any assets, facilities, equipment,
        pipelines, wells, and installations forming part of the Transferred
        Interest all of which are acquired by the Purchaser hereunder on an
        "as is, where is" basis and at the Purchaser's sole risk regarding the
        condition thereof and the need for any repairs thereto or replacement
        thereof; (vi) subject to Clause 8, any liability for tax arising out
        of or in connection with the Transferred Interest; (vii) the amount
        and/or value of any Cost Oil and Profit Oil which may be recoverable
        or to which the Contractor is, or may become, entitled; and (viii) the
        amount of or availability of tax allowances in respect of Nigerian
        petroleum profits tax derived from any past costs incurred in respect
        of the Transferred Interest.

7.7     The Purchaser acknowledges and affirms that it has had full access to
        the Data Room Documents and that the Purchaser has made its own
        independent investigation, analysis and evaluation of the geological,
        geophysical, engineering, economic or other interpretations,
        availability of Cost Oil, Profit Oil, tax allowances, future costs and
        expenditures and prospects for further development of the Transferred
        Interest.

7.8     If the Seller pays to the Purchaser an amount pursuant to a claim in
        respect of the Seller's Warranties, or any other provision of this
        Agreement, and the Purchaser is entitled to recover from a third party
        any sum in respect of any matter giving rise to such claim, the
        Purchaser shall, with reasonable expedition, take all reasonable and
        appropriate steps to enforce such recovery and shall forthwith repay
        to the Seller so much of the amount paid by the Seller to the
        Purchaser as does not exceed the amount recovered from the third
        party, less all reasonable costs, charges and expenses incurred by the
        Purchaser in obtaining that payment and in recovering that amount from
        the third party. In relation to such third party claims, the Purchaser
        shall not settle, waive or compromise such claim without the Seller's
        approval (such approval not to be unreasonably withheld or delayed),
        and the Purchaser shall cooperate with and provide access to all
        information to the Seller and the Seller's professional advisers.



                               Exhibit 4.49-20
<PAGE>

7.9     Save in the case of any fraudulent misrepresentation, the Seller shall
        incur no liability to the Purchaser under this Agreement in respect of
        any claim made by the Purchaser relating to the Seller's Warranties to
        the extent that:

        (a)  the claim or the events giving rise to the claim would not have
             arisen but for, or the amount of the claim is increased as a
             result of, an act, omission or transaction of the Purchaser after
             Completion otherwise than in the ordinary and proper course of
             business as at present carried on or which would not have arisen
             but for any claim, election or surrender or disclaimer made or
             omitted to be made, or notice or consent given, or omitted to be
             given, by the Purchaser;

        (b)  the claim is based upon a liability which is contingent only,
             unless and until such contingent liability becomes an actual
             liability or until the same is finally adjudicated;

        (c)  the claim relates to any matter disclosed or contained in the
             Disclosure Letter and/or the Data Room Documents or otherwise is
             in the actual knowledge as at the date of signature of this
             Agreement of the Purchaser and its directors, officers and
             employees;

        (d)  the claim occurs wholly or partly out of or the amount thereof is
             increased as a result of:

             (i)    any increase in the rates of tax or royalty made after the
                    date hereof; or

             (ii)   any change in law or regulation or in its interpretation or
                    administration by the Nigerian courts, by NNPC, the Nigerian
                    Inland Revenue or by any other fiscal, monetary or
                    regulatory authority after the date hereof; or

             (iii)  any change in market, political or economic conditions;

        (e)  the Purchaser has obtained a credit or other reimbursement in
             respect of such claim;

        (f)  the claim is as a result of anything done or omitted to be done
             by the Seller at the written request, or with the written
             agreement, of the Purchaser;

        (g)  such claim has been satisfied, in whole or in part, by a claim
             under any other warranty or indemnity; and

        (h)  the loss, damage or liability giving rise to the claim is
             recovered by the Purchaser under any insurance policies taken out
             under the Operating Agreement, or would have been so recovered if
             the Purchaser had put in place at Completion insurance maintained
             by or on behalf of the Seller in respect of the Transferred
             Interest as notified to the Purchaser as provided in Clause
             5.1(h).

7.10    In assessing any liabilities or damages recoverable by the Purchaser
        as a result of a claim under the Seller's Warranties or any indemnity,
        there shall be taken into account any benefit received by or accruing
        to the Purchaser and/or the Purchaser's Affiliates, including, without
        prejudice to the generality of the foregoing, any amount of tax



                               Exhibit 4.49-21
<PAGE>

        relief obtained and any amount by which any tax for which the
        Purchaser, or any of the Purchaser's Affiliates, is or may be liable
        to be assessed or accountable is reduced or extinguished, arising as a
        direct consequence of the matter which gives rise to such claim.

7.11    In the event of any claim under the Warranties, a Party receiving
        notice of such claim shall be given forty-five (45) days to remedy the
        breach to which the claim relates, and nothing in this Agreement shall
        relieve the other Party from its duty to mitigate any loss or
        liability suffered in relation to such claim.

7.12    (a)  Save as provided in Clause 7.12(b), the Purchaser shall have no
             right to rescind or terminate this Agreement for breach of the
             Seller's Warranties (save in the case of fraudulent
             misrepresentation), and the Purchaser's sole remedy for any breach
             of the Seller's Warranties shall be against the Seller in damages
             subject to the limitations in this Agreement, and the liability
             of the Seller to the Purchaser for any loss, claim or liability
             arising out of or in connection with the acquisition of the
             Transferred Interest shall be limited to a claim in contract
             under this Agreement and (save in the case of fraudulent
             misrepresentation) the Seller shall have no liability whatsoever
             to the Purchaser in tort or otherwise.

        (b)  If prior to Completion the Seller is in breach of the Seller's
             Warranties in paragraphs 1 and/or 2 the Purchaser shall have the
             right, exercisable by notice given within five (5) Business Days
             of the Purchaser becoming aware of such breach, to terminate this
             Agreement forthwith by notice to the Seller, provided that if
             Seller does not give such notice in accordance with this Clause
             7.12(b) the Seller shall be deemed to have waived any right of
             termination. If the Completion Date will occur in the period
             during which the right of the Purchaser under this Clause 7.12(b)
             is exercisable, the Completion Date shall be delayed until two
             (2) Business Days after the expiry of such period.

7.13    If, prior to Completion, the Seller becomes aware that the Seller is
        in material breach of any of the Seller's Warranties, the Seller shall
        notify the Purchaser as soon as possible and the Seller shall use its
        reasonable endeavours to remedy such breach, provided that the
        provisions of this Clause 7.13 shall not operate so as to give the
        Purchaser any rights in respect of such breach other than as provided
        in this Clause 7 or to increase the liability of the Seller under this
        Agreement.

7.14    Any amount paid in respect of a claim made under this Agreement,
        including the Warranties and any indemnity, shall result in an
        adjustment to the Consideration and (if applicable) the Adjusted
        Reimbursement Amount.

7.15    Neither Party shall be liable under this Agreement for indirect,
        consequential or special losses or damages howsoever caused, and
        whether arising in contract, tort or as a result of breach of
        statutory duty, including any loss of profits and lost or delayed
        production of hydrocarbons; and it is hereby accepted by the Parties
        that the right to recover any loss or damages under any claim for
        breach of the Warranties or other obligations hereunder shall be
        limited to the actual damages suffered or incurred by the Party
        bringing such claim or to the payment of liquidated damages prescribed
        herein.



                               Exhibit 4.49-22
<PAGE>

7.16    Save where reference is made in the Seller's Warranties to OML 130,
        the Production Co-ordination Agreement or the HOA, for the purposes of
        the Seller's Warranties all references to Seller shall be read and
        construed as referring only to the Seller in its capacity as
        Contractor and the owner of the Transferred Interest.

8.      TAXATION

8.1     Subject to Clause 8.2 and 8.3 and to Completion having occurred, the
        Purchaser shall be responsible for the payment of:

        (a)  all stamp duties, registration or similar taxes and duties, if
             any, payable in respect of the assignment to and purchase by the
             Purchaser of the Transferred Interest; and

        (b)  all other taxes and royalties payable in respect of the
             Transferred Interest and all income and revenue derived therefrom
             by the Purchaser whether under the Completion Documents or
             applicable laws and regulations of Nigeria from the Effective
             Date.

8.2     The Parties believe that the transaction hereunder is outside the
        scope of value added tax or sales tax under Nigerian law or
        regulations. In the event that the Seller is advised in writing by the
        Nigerian tax authority that the transaction is subject to value added
        tax or sales tax, the Seller shall notify the Purchaser and the
        Parties shall work together as required to seek relief from payment of
        such tax. In the event the Parties fail to obtain such relief, the
        Seller shall be authorised to invoice the Purchaser for such tax in
        addition to the Consideration and the Purchaser shall pay such invoice
        at least three (3) Business Days prior to the due date for payment.

8.3     Save for the taxes to be paid by the Purchaser as provided in Clause
        8.1, the Seller shall be responsible for the payment of any taxes
        (including but not limited to any income or capital gains tax) payable
        by it, by reason of the sale of the Transferred Interest and receipt
        of the Consideration and payment by the Purchaser of the Adjusted
        Reimbursement Amount.

8.4     The Parties confirm that an amount equal to 'P', as defined in Clause
        3.2(a), and 'RD', as defined in Clause 4.2(a)(i), shall not be subject
        to any deduction or withholding on account of tax and shall be paid in
        full at Completion subject to and in accordance with the provisions of
        this Agreement and notwithstanding anything to the contrary in Clause
        8.5.

8.5     Save as provided in Clause 8.4, with regard to the amount payable
        under Clause 3.2 and other adjustment payments to be paid at or after
        Completion, if the Purchaser considers it will be required by law to
        make any deduction or withholding on account of any tax, the Purchaser
        shall notify the Seller as soon as reasonably practicable, and in any
        event eight (8) Business Days prior to Completion, and the Parties
        shall meet within two (2) Business Days of such notice. If,
        notwithstanding such meeting, the Purchaser still considers it is
        required to make any deduction or withholding as aforesaid the
        Purchaser shall make such deduction or withholding in respect of such
        amount payable under Clause 3.2 and such other adjustment payments and
        shall:

        (a)  pay any such tax or other amount as required by law; and



                               Exhibit 4.49-23
<PAGE>

        (b)  as soon as practicable after making such payment, deliver to the
             Seller a certificate of tax deduction or other comparable
             evidence as provided by law of such deduction, withholding or
             payment and of the remittance thereof to the relevant taxing or
             other authority.

         The payment of any such amount to the relevant taxing or other
         authority by the Purchaser shall be a good discharge for the
         Purchaser with respect to the amount so paid and the Purchaser's
         liability with respect to the sum giving rise to the deduction or
         withholding shall be limited to payment of the net sum after such
         deduction or withholding.

9.      INDEMNITIES

9.1     (a) Subject to the limitations and exclusions of liability in Clause
        7, which shall apply mutatis mutandis to the indemnity in this Clause
        9.1(a), and to Clauses 9.1(b) and 9.2, the Seller shall be responsible
        for and indemnify, defend and hold harmless the Purchaser from and
        against all costs, charges, expenses, liabilities and obligations
        arising out of or in connection with the Transferred Interest and
        applicable to the period prior to the Effective Date.

        (b)  In respect of the Transferred Interest and subject to Completion
             having occurred, the Purchaser shall indemnify, defend and hold
             harmless the Seller from and against all costs, charges,
             expenses, liabilities and obligations arising out of or in
             connection with the Transferred Interest and applicable to the
             period on and after the Effective Date, except where and to the
             extent such costs, charges, expenses, liabilities or obligations
             arise, or are increased, by reason of any act or omission, or
             transaction, or breach of any legal or contractual obligation on
             the part of the Seller, including a breach of the Seller's
             Warranties otherwise than in the ordinary and proper course of
             business.

9.2     Without prejudice to any limitations and exclusions and other
        provisions in this Agreement, from the Completion Date and only
        insofar as the same relate to the Transferred Interest, the Purchaser
        shall at its cost and expense perform and be responsible for and shall
        indemnify and hold the Seller harmless against:

        (a)  all Abandonment Liabilities incurred in relation to the
             Transferred Interest;

        (b)  all Environmental Liabilities incurred in relation to the
             Transferred Interest; and

        (c)  all EPC Liabilities incurred in relation to the Transferred
             Interest.

        Notwithstanding termination of this Agreement following Completion,
        the indemnity in this Clause 9.2 is intended to survive termination
        and to be binding upon the Purchaser, its successors and assignees and
        enforceable by the Seller for so long as and until all the Abandonment
        Liabilities, Environmental Liabilities and EPC Liabilities relating to
        the Transferred Interest have been fully discharged and all assets,
        installations, facilities, equipment, pipelines or other property have
        been entirely removed and the statutory limitation period applicable
        to any Abandonment Liabilities, Environmental Liabilities and EPC
        Liabilities has expired.



                               Exhibit 4.49-24
<PAGE>

9.3     The Seller confirms, subject to Clause 8.5, that all moneys due to
        TUPNI and Brasoil up to Completion in relation to the Transferred
        Interest shall be repaid at Completion as provided in Clause 6.2(e)
        and, as from Completion, the Seller shall indemnify and hold the
        Purchaser harmless from any claim of, or liability to, TUPNI and/or
        Brasoil in respect of any advances and any other amounts due and owing
        to TUPNI and/or Brasoil to the extent the same are attributable to the
        Transferred Interest.

10.     NOTICES

10.1    Any notice pursuant to this Agreement shall be in writing and may be
        given by facsimile or letter, to the Party to be served, at the
        address, and for the attention of, the person stated in Clause 10.4,
        or such other address as may be given for the purposes of this
        Agreement by five (5) Business Days prior written notice to the other
        Party.

10.2    A notice by facsimile shall be deemed to be served on the date of
        dispatch provided that the date of dispatch is a Business Day and the
        notice was sent during usual business hours at the place of receipt,
        and a notice sent by post or delivered personally shall be deemed to
        be delivered when actually received.

10.3    In proving service:

        -    by delivery by hand: it shall be necessary only to produce a
             receipt for the communication signed by or on behalf of the
             addressee;

        -    by post: it shall be necessary only to prove that the
             communication was contained in an envelope which was duly
             addressed and posted in accordance with this Clause but, for the
             avoidance of doubt, shall not be deemed delivered until actually
             received;

        -    by facsimile: it shall be necessary only to produce the
             transmission report bearing the addressee's facsimile number.

10.4    The respective addresses for service are:

        To: Seller:

        South Atlantic Petroleum Limited
        11th & 12th Floor
        South Atlantic Petroleum Towers
        7, Adeola Odeku Street
        P.O. Box 73152
        Victoria Island
        Lagos
        Nigeria

        Fax number:         (00) 2341 270 1907

        Attention of:       Managing Director




                               Exhibit 4.49-25
<PAGE>

        To: Purchaser:

        c/o CNOOC Limited
        Room 1206, CNOOC Plaza
        No. 6, Dongzhimenwai Xiaojie
        Beijing 100027
        The People's Republic of China

        Fax number:         +86-10-8452-1648

        Attention of:       Sheng Jianbo and Jiang Yongzhi

        and

        c/o: CNOOC Africa (UK) Limited
        27th Floor, Portland House
        Stag Place
        London
        SW1E 5RS

        Fax Number:         +44-20-7869-8105

        Attention of:       Zhuobiao Chen

11.     COSTS, EXPENSES AND DELAYED PAYMENT

11.1    Each of the Parties shall pay its own costs and expenses in relation
        to the preparation and execution of this Agreement and the documents
        contemplated hereby or executed pursuant hereto.

11.2    Save as provided in Clause 8, the Purchaser shall be responsible for
        payment in a timely fashion of all and any stamp duties, taxes and
        charges payable on or in respect of this Agreement and the Completion
        Documents.

11.3    In the event of the late payment by a Party of any amount due pursuant
        to this Agreement, such Party shall pay further interest on such sums
        as may be payable, from and including the date on which a payment is
        due to be paid in accordance with the terms of this Agreement until
        and excluding the date paid, at five per cent (5%) above the Base
        Rate, calculated daily, using simple interest.

12.     ANNOUNCEMENTS

12.1    Neither Party, nor any Affiliate of either Party, shall issue or make
        or procure the making or issue of any press release, public
        announcement or statement regarding this Agreement or any matter the
        subject of this Agreement, without the prior written consent of the
        other Party, unless it is necessary for the Party, or such Affiliate
        to make such press release, public announcement or statement in order
        to comply with a legal or statutory obligation to include information
        in published audited accounts, or with the requirement of a competent
        government agency or other regulatory body, or a recognised stock
        exchange on which the Party, or such Affiliate has its shares listed,
        or an unlisted securities market in which its shares are dealt, in
        which event the Party,



                               Exhibit 4.49-26
<PAGE>

        or such Affiliate making such press release, public announcement or
        statement shall use all reasonable efforts to provide (or in the case
        of its Affiliate procure its Affiliate to provide) a copy of the same
        to the other Party as soon as practicable prior to publication.

12.2    Notwithstanding the foregoing, in no event prior to Completion shall
        any press release, public announcement or statement made by a Party or
        any Affiliate of either Party as permitted in Clause 12.1, contain any
        reference to the Consideration unless required by the requirements of
        a recognised stock exchange on which the Purchaser or its Affiliate is
        listed.

13.     ASSIGNMENT

13.1    Prior to Completion, none of the rights, liabilities and obligations
        of either Party under this Agreement are assignable except with the
        prior written consent of the other Party, provided that following
        Completion either Party may assign its rights, liabilities and
        obligations under this Agreement subject to obtaining the prior
        written consent of the other Party, such consent not to be
        unreasonably withheld.

13.2    This Agreement shall enure for the benefit of and be binding upon the
        respective successors and assigns of the Parties.

14.     CONFIDENTIALITY

14.1    The terms of this Agreement, and all information disclosed to the
        Purchaser relating to the Transferred Interest, shall be held
        confidential by the Purchaser and shall not be divulged in any way to
        any third party without the prior written approval of the Seller;
        provided, however, that the Purchaser may disclose such terms, without
        such approval, to:

        (a)  any outside professional advisers or consultants, upon obtaining
             a similar undertaking of confidentiality (but excluding this
             proviso) from such advisers or consultants;

        (b)  any bank or financial institution from whom the Purchaser is
             seeking or obtaining finance, upon obtaining a similar
             undertaking (but excluding this proviso) from such bank or
             institution;

        (c)  the extent required by any applicable statute, or the
             requirements of any recognised stock exchange in compliance with
             its rules and regulations;

        (d)  any employees or agents of the Purchaser, or any Affiliate of the
             Purchaser, upon obtaining a similar undertaking of
             confidentiality from such Affiliate (but excluding this proviso);

        (e)  any government agency lawfully requesting such information
             including for the purpose of obtaining requisite regulatory
             approvals;

        (f)  any court of competent jurisdiction or expert acting in pursuance
             of its powers;

        (g)  to the extent necessary under any provisions of the PSC; or



                               Exhibit 4.49-27
<PAGE>

        (h)  to the extent any of such information is in the public domain.

         Provided that neither Party shall, prior to Completion, disclose the
         Consideration payable hereunder for the Transferred Interest, unless
         required to do so and provided further that in respect of disclosure
         by a Party of the Consideration such Party shall promptly give notice
         of such disclosure to the other Party detailing the identity of the
         person to whom disclosure has been made, save that no such notice
         shall be required to be given in the case of disclosure to persons
         within (a), (b), (d) and, in the case of (c), to the extent of
         applicable statutes or the requirements of the New York or Hong-Kong
         stock exchange, and, in the case of (e), to the extent that the
         government agency is within China.

14.2    Upon Completion, CNOOC International Ltd. and its Affiliates shall be
        released from any obligations under the confidentiality agreement
        dated 14 September 2004 between the Seller, CNOOC International Ltd
        and [*], and upon Completion the Confidentiality Agreement entered
        into between the Parties dated 16 November 2004 shall be terminated,
        and upon Completion, the Purchaser shall be released from the
        restrictions on disclosure in Clause 14.1 to the extent that any of
        the information is governed by any confidentiality provisions in the
        Completion Documents to which the Purchaser is bound.

14.3    The terms of this Agreement and all information divulged by the
        Purchaser to the Seller during the course of negotiation of this
        Agreement shall be held confidential by the Seller and shall not be
        divulged to any third party without the prior written approval of the
        Purchaser; provided, however, that the Seller may disclose such terms,
        without such approval, in the same manner as the Purchaser and the
        provisions of Clauses 14.1(a) to (h) inclusive shall apply mutatis
        mutandis to the Seller, as if herein set out.

15.     TERMINATION

15.1    This Agreement may terminate as provided in Clauses 2.5, 2.7(a), 3.3,
        or 7.12(b).

15.2    Notwithstanding the termination of this Agreement, the provisions of
        Clause 14 shall continue to apply for a period of five years from the
        date hereof; and termination shall be without prejudice to any accrued
        rights and obligations of the Parties at the date of termination and,
        in relation to the enforcement of such rights and obligations, Clauses
        17 and 18 shall continue to be binding upon the Parties. Upon
        termination prior to Completion, the Seller shall promptly advise, and
        withdraw any application for consents and approvals made to the
        Minister and NNPC.

16.     VARIATION

          The terms and conditions of this Agreement shall only be varied by
          an agreement in writing signed by each of the Parties which
          specifically references this Agreement.

17.     GENERAL

17.1    The representations, warranties, undertakings and agreements contained
        in this Agreement shall remain in full force and effect after and
        notwithstanding Completion (but without prejudice to the provisions of
        Clauses 7 and 9).



                               Exhibit 4.49-28
<PAGE>

17.2    No waiver by any Party of any breach of a provision of this Agreement
        shall be binding unless made expressly in writing. Further, any such
        waiver shall relate only to the breach to which it expressly relates
        and shall not apply to any subsequent or other breach.

17.3    This Agreement and the Schedules constitute the entire agreement
        between the Parties and supersede all previous agreements,
        arrangements or understandings between the Parties relating to the
        subject matter of this Agreement.

17.4    Time shall be of the essence in this Agreement.

17.5    The Contracts (Rights of Third Parties) Act 1999 shall not apply to
        this Agreement, and no person other than the Parties shall have any
        rights to enforce its terms.

17.6    This Agreement may be executed in any number of counterparts and all
        of such counterparts taken together shall be deemed to constitute one
        and the same instrument and shall take effect when each of the Parties
        has had delivered to it one or more counterparts duly executed by each
        Party.

18.     GOVERNING LAW AND ARBITRATION

18.1    This Agreement shall be governed by and construed in accordance with
        English law.

18.2    Save for any dispute or matter to be referred to an expert as herein
        provided, all disputes arising out of or in connection with this
        Agreement, including, without limitation, any question regarding its
        existence, interpretation, validity, effectiveness or termination,
        shall, if possible, be settled amicably by negotiation between the
        Parties pursuant to this Clause 18.2. Upon written notice from any
        Party requesting a meeting to settle a dispute, the Parties shall meet
        to attempt to settle a dispute. If the dispute is not settled amicably
        within a period of twenty (20) days from the receipt of such written
        notice, then either Party may refer the dispute to arbitration
        pursuant to Clause 18.3. Notwithstanding the foregoing, either Party
        may at any time file a request for arbitration but will thereafter
        agree to defer taking active steps in that arbitration to enable the
        settlement process by negotiation to be completed within the said
        period of twenty (20) days. Neither Party shall object to any delay in
        pursuing the arbitration proceedings for the duration of the
        settlement process.

18.3    (a)  If a dispute is not resolved under Clause 18.2 within the said
             period of twenty (20) days, then such dispute may be referred by
             either Party to, and finally resolved by, arbitration under the
             Rules of the London Court of International Arbitration (the "LCIA
             Rules") then in force, which LCIA Rules are deemed to be
             incorporated by reference in this Clause 18.3. The number of
             arbitrators shall be three (3), with one arbitrator to be
             appointed by the claimant and a second arbitrator to be appointed
             by the defendant. The third arbitrator, who shall act as chairman
             of the arbitration, shall be appointed by agreement between the
             two (2) arbitrators nominated respectively by the claimant and
             the defendant. If the two (2) arbitrators fail to agree on the
             appointment of the third arbitrator or if either the claimant or
             the defendant fails to appoint its own arbitrator, the President
             of the London Court of International Arbitration shall make such
             appointments in accordance with the LCIA Rules. The place of
             arbitration shall be London, United Kingdom. The language to be
             used in the



                               Exhibit 4.49-29
<PAGE>

        arbitral proceedings shall be English. The arbitrators shall decide
        the dispute in accordance with the governing law of this Agreement.

        (b)  The Parties expressly agree that the right to make an application
             under Section 45 or to appeal under Section 69 of the Arbitration
             Act 1996 are hereby excluded in respect of any arbitration or
             with respect to any award made.

        (c)  Judgement upon any award made may be entered in any court having
             jurisdiction over a Party or the assets of a Party owing the
             judgement, or application may be made to such court for a
             judicial acceptance of the award and an order of enforcement, as
             the case may be.



                               Exhibit 4.49-30
<PAGE>

IN WITNESS WHEREOF the duly authorised representatives of the Parties have
executed this Agreement on the day and year first above written.

Signed for and on behalf of

SOUTH ATLANTIC PETROLEUM LIMITED



By:        /s/ T.Y. Danjuma

Name:      T.Y. Danjuma

Title:     Chairman







Signed for and on behalf of

CNOOC EXPLORATION & PRODUCTION LIMITED



By:        /s/ Fu Chengyu

Name:      Fu Chengyu

Title:     Chairman of CNOOC Limited and Attorney-in-fact for
           CNOOC Exploration & Production Limited



                               Exhibit 4.49-31
<PAGE>

                                  SCHEDULE 1
                             COMPLETION DOCUMENTS


1.  Deed of Assignment of PSC interest

2.  Novation and Amendment of Operating Agreement

3.  Novation and Amendment of Production Co-ordination Agreement

4.  Assignment of HOA interests

5.  Notice of Assignment



                               Exhibit 4.49-32
<PAGE>

                      DEED OF ASSIGNMENT OF PSC INTEREST




                              DEED OF ASSIGNMENT







                                    BETWEEN





                       SOUTH ATLANTIC PETROLEUM LIMITED



                                      AND



                    CNOOC EXPLORATION & PRODUCTION LIMITED



                               Exhibit 4.49-33
<PAGE>

THIS DEED OF ASSIGNMENT is made this      day of                         2006

BETWEEN:-

(1)     SOUTH ATLANTIC PETROLEUM LIMITED, a company established under the laws
        of the Federal Republic of Nigeria (hereinafter called the "Seller",
        which expression shall, where the context so admits, includes its
        successors and assigns); and

(2)     CNOOC EXPLORATION & PRODUCTION LIMITED, a company established under
        the laws of the Federal Republic of Nigeria (hereinafter called the
        "Purchaser").

WHEREAS:-

(A)     The Seller was the holder of a 60% interest under OPL 246 and,
        together with others, has applied for and been granted Oil Mining
        Lease 130 ("OML 130").

(B)     The Federal Government of Nigeria has, through the Nigerian National
        Petroleum Corporation ("NNPC"), exercised its right to acquire from
        the Seller a 50% interest in OML 130.

(C)     NNPC has entered into a Production Sharing Contract (the "PSC") to
        govern the funding and operations related to NNPC's 50% interest in
        OML 130 with the Seller as the Contractor and Total Upstream Nigeria
        Limited ("Total") as the Operator (as the terms "Contractor" and
        "Operator" are defined in the PSC), with the Seller holding an 100%
        Contractor party interest.

(D)     The Seller desires to assign and the Purchaser desires to receive
        ninety per cent (90%) of the Seller's Contractor party interest under
        the PSC (hereinafter referred to as the "Transferred Interest").

(E)     NNPC has granted its consent and approval to the assignment to the
        Purchaser by the Seller of the Transferred Interest.

IT IS HEREBY AGREED:-

1.      The Seller hereby assigns to the Purchaser and the Purchaser hereby
        accepts, free from all liens, charges, encumbrances and third party
        rights, the Transferred Interest and all of the rights, title and
        interest, privileges, benefits, liabilities, duties, burdens and
        obligations attaching to and forming part of the Transferred Interest.

2.      As a result of this Deed of Assignment, the Contractor party interests
        in the PSC shall be as follows:

        Company                                  Interest
        -------                                  --------
        The Purchaser                            90%

        The Seller                               10%



                               Exhibit 4.49-34
<PAGE>

3.      This Deed shall be governed by Nigerian law.

IN WITNESS WHEREOF, the parties have duly executed this Deed of Assignment as
of the day and year first written above.



The Common Seal of
SOUTH ATLANTIC PETROLEUM COMPANY LIMITED
was hereunto affixed in
the presence of:

                                   ------------------------------------------

                                   Director



                                   ------------------------------------------

                                   Director/Secretary





The Common Seal of CNOOC EXPLORATION & PRODUCTION LIMITED\
was hereunto affixed
in the presence of:

                                   ------------------------------------------

                                   Director



                                   ------------------------------------------

                                   Director/Secretary



                               Exhibit 4.49-35
<PAGE>

                 NOVATION AND AMENDMENT OF OPERATING AGREEMENT

                     DATED                           2006
                 ---------------------------------------------







                    CNOOC EXPLORATION & PRODUCTION LIMITED

                                      and



                       SOUTH ATLANTIC PETROLEUM LIMITED

                                      and



                        TOTAL UPSTREAM NIGERIA LIMITED









             ----------------------------------------------------



                       NOVATION AND AMENDMENT AGREEMENT

                in relation to the Operating Agreement relating

                        to the PSC for OML130, Nigeria

             ----------------------------------------------------



                               Exhibit 4.49-36
<PAGE>

THIS AGREEMENT is made the ________ day of ____________________  2006

BETWEEN:

(1)     CNOOC EXPLORATION & PRODUCTION LIMITED, a company established under
        the laws of the Federal Republic of Nigeria, with its registered
        office at 16d, Akin Olugbade Street, Victoria Island, Lagos, Nigeria
        ("CNOOC");

(2)     SOUTH ATLANTIC PETROLEUM LIMITED a corporation organised and existing
        under the laws of Nigeria, with its registered office at 11th and 12th
        Floor, South Atlantic Petroleum Towers, 7 Adeola Odeku Street,
        Victoria Island, Lagos ("SAPETRO"); and

(3)     TOTAL UPSTREAM NIGERIA LIMITED a corporation organised and existing
        under the laws of Nigeria, with its registered office at No 35 Kofo
        Abayomi Street, Victoria Island, Lagos ("TUPNI"),

being referred to collectively as the "Parties" and individually as a "Party".



WHEREAS

(A)     NNPC, SAPETRO (as Contractor) and TUPNI (as Operator) entered into a
        production sharing contract (the "PSC") dated 25 April 2005 governing
        the funding and operations relating to NNPC's fifty percent (50%)
        interest in OML 130, with SAPETRO holding a one hundred percent (100%)
        contractor party interest.

(B)     SAPETRO and TUPNI entered into an operating agreement (the "PSC JOA"),
        also dated 25 April 2005 for the purpose of defining their respective
        rights and obligations with respect to operations under the PSC.

(C)     Following receipt of NNPC's approval thereto in accordance with clause
        18 of the PSC, SAPETRO has, by a deed of assignment of even date
        herewith, assigned to CNOOC a ninety percent (90%) interest as
        Contractor in and under the PSC.

(D)     The Parties desire that CNOOC shall become a party to the PSC JOA and
        that it shall enjoy all rights and incur all obligations arising in
        relation to a 90% Participating Interest under the PSC JOA (the
        "Transferred Interest").



NOW IT IS HEREBY AGREED as follows:

1.      INTERPRETATION

        Terms and expressions defined in the PSC JOA shall, unless the
        context otherwise requires, bear the same meanings in this Agreement.

2.      TRANSFER

2.1     SAPETRO and TUPNI novate the PSC JOA, insofar as it relates to the
        Transferred Interest, in favour of CNOOC, and SAPETRO assigns to CNOOC
        all of its rights,



                               Exhibit 4.49-37
<PAGE>

        benefits and interest in respect of the Transferred Interest under the
        PSC JOA, and CNOOC accepts such novation and assignment subject to the
        terms of this Agreement.

2.2     Article 3.2(a) of the PSC JOA shall be amended to read as follows:

        "The Participating Interests of the Non-Operators are:

        Company                         Participating Interest

        SAPETRO                                   10%

        CNOOC                                    90%"


2.3     Article 17 of the PSC JOA shall be amended as follows: after "by
        giving written notice thereof to all other Parties", the following
        shall be inserted:

        "CNOOC Exploration & Production Limited:
        16d, Akin Olugbade Street, Victoria Island, Lagos, Nigeria

        Fax no: [ ]

        Attention: [ ]"

2.4     Section 1.6.6 of Exhibit "A" - Accounting Procedure of the PSC JOA
        shall be amended to read as follows: "If a Non-Operator's advances are
        less than its share of cash expenditures, the deficiency shall, at
        Operator's option, be added to subsequent cash advance requirements or
        be paid by such Non-Operator within ten (10) Days following the
        receipt of Operator's billing to such Non-Operator for such
        deficiency".

2.5     It is recognised between SAPETRO and CNOOC that of the three
        representatives of the Contractor to be appointed to the Management
        Committee pursuant to clause 15 of the HOA, CNOOC shall be entitled to
        appoint two such representatives and SAPETRO one such representative.

3.      CONTINUATION

        Save as expressly provided in this Agreement, the provisions of the
        PSC JOA shall remain in full force and effect and binding on the
        parties thereto.

4.      MUTUAL UNDERTAKINGS IN RESPECT OF CNOOC

        The Parties to this Agreement agree that with effect from the date
        hereof:

4.1     CNOOC undertakes to each of SAPETRO and TUPNI to observe, perform,
        discharge and be bound by all liabilities and obligations of SAPETRO
        arising under the PSC JOA to the extent they are attributable to the
        Transferred Interest arising before, on or after the date hereof;



                               Exhibit 4.49-38
<PAGE>

4.2     The other Parties shall release and discharge SAPETRO from its
        liabilities and obligations in respect of the Transferred Interest
        transferred by SAPETRO and assumed by CNOOC pursuant to clause 4.1
        above, and shall accept the liabilities and obligations of CNOOC in
        the place thereof but only insofar as the said liabilities and
        obligations relate to the Transferred Interest and CNOOC undertakes to
        indemnify (on a full indemnity basis) and hold harmless TUPNI (solely
        so far as concerns the PSC JOA) in respect of any loss, damage,
        proceedings, injury, claim, expense or cost (including legal cost) for
        which SAPETRO would have been liable but for the release and discharge
        referred to herein.

5.      MISCELLANEOUS

5.1     This Agreement shall be treated as constituting all actions, consents,
        confirmations, agreements and undertakings required under the PSC JOA
        in relation to the assignment of the Transferred Interest and shall
        take effect notwithstanding any provision to the contrary contained in
        the PSC JOA.

5.2     Nothing contained in this Agreement shall prejudice the rights and
        obligations of CNOOC and SAPETRO under any other agreement between
        them in respect of the Transferred Interest.

6.      THIRD PARTY RIGHTS

        No person other than a Party may enforce this Agreement by virtue of
        the Contracts (Rights of Third Parties) Act 1999.

7.      COUNTERPARTS

        This Agreement may be executed in one or more counterparts but shall
        not be effective until each Party has had delivered to it one or more
        counterparts executed by each of the other Parties. Each counterpart
        shall constitute an original of this Agreement but all the
        counterparts together shall constitute and are the same agreement.

8.      GOVERNING LAW AND JURISDICTION

        The provisions of Article 18 of the PSC JOA concerning applicable law
        and dispute resolution shall apply to this Agreement mutatis
        mutandis.



                               Exhibit 4.49-39
<PAGE>

IN WITNESS whereof the Parties have executed this Agreement on the day and
year first above written.



Signed for and on behalf of
CNOOC EXPLORATION & PRODUCTION LIMITED


By       ________________________________

Name     ________________________________

Title    ________________________________



Signed for and on behalf of
SOUTH ATLANTIC PETROLEUM LIMITED


By       ________________________________

Name     ________________________________

Title    ________________________________



Signed for and on behalf of
TOTAL UPSTREAM NIGERIA LIMITED


By       ________________________________

Name     ________________________________

Title    ________________________________



                               Exhibit 4.49-40
<PAGE>

         NOVATION AND AMENDMENT OF PRODUCTION CO-ORDINATION AGREEMENT

                     DATED                           2006
                 ---------------------------------------------








                    CNOOC EXPLORATION & PRODUCTION LIMITED

                                      and



                       SOUTH ATLANTIC PETROLEUM LIMITED

                                      and



                        TOTAL UPSTREAM NIGERIA LIMITED

                                      and



                 BRASOIL OIL SERVICES COMPANY NIGERIA LIMITED



             ----------------------------------------------------



                       NOVATION AND AMENDMENT AGREEMENT

             in relation to the Production Co-ordination Agreement

                             for OML 130, Nigeria

             ----------------------------------------------------



                               Exhibit 4.49-41
<PAGE>

THIS AGREEMENT is made the ________ day of ____________________  2006

BETWEEN:

(1)     CNOOC EXPLORATION & PRODUCTION LIMITED a company established under the
        laws of the Federal Republic of Nigeria with its registered office at
        16d, Akin Olugbade Street, Victoria Island, Lagos, Nigeria ("CNOOC");

(2)     SOUTH ATLANTIC PETROLEUM LIMITED a corporation organised and existing
        under the laws of Nigeria, with its registered office at 11th and 12th
        Floor, South Atlantic Petroleum Towers, 7 Adeola Odeku Street,
        Victoria Island, Lagos ("SAPETRO");

(3)     TOTAL UPSTREAM NIGERIA LIMITED a corporation organised and existing
        under the laws of Nigeria, with its registered office at No 35 Kofo
        Abayomi Street, Victoria Island, Lagos ("TUPNI"); and

(4)     BRASOIL OIL SERVICES COMPANY NIGERIA LIMITED, a corporation organised
        and existing under the laws of Nigeria with its registered office at
        Plot 1679, Karimu Kotun Street, Victoria Island, Lagos ("BRASOIL"),

being referred to collectively as the "Parties" and individually as a "Party".



WHEREAS

(A)     NNPC, SAPETRO and TUPNI have entered into the PSC dated 25 April 2005.

(B)     SAPETRO and TUPNI have entered into the PSC JOA dated 25 April 2005.

(C)     SAPETRO, TUPNI and BRASOIL have entered into a production
        co-ordination agreement dated 26 April 2005 (the "PCA").

(D)     Following receipt of NNPC's approval thereto in accordance with clause
        18 of the PSC, SAPETRO has assigned to CNOOC on the date hereof a
        ninety percent (90%) interest as contractor in and under the PSC and
        CNOOC has become a party to the PSC JOA with a ninety percent (90%)
        participating interest thereunder (together the "Transferred
        Interest").

(E)     The Parties desire that CNOOC shall become a party to the PCA and that
        it shall enjoy all rights and incur all obligations under the PCA
        arising in relation to the Transferred Interest and its consequential
        rights under the PCA as a PSC Contractor and as part of the PSC
        Contractor Group.



NOW IT IS HEREBY AGREED as follows:

1.      INTERPRETATION

        Terms and expressions defined in the PCA shall, unless the context
        otherwise requires, bear the same meanings in this Agreement.



                               Exhibit 4.49-42
<PAGE>

2.      TRANSFER

2.1     SAPETRO, TUPNI and BRASOIL novate the PCA, insofar as it relates to
        the Transferred Interest, in favour of CNOOC, and SAPETRO assigns to
        CNOOC all of its rights, benefits and interest in respect of the
        Transferred Interest under the PCA, and CNOOC accepts such novation
        and assignment subject to the terms of this Agreement.

2.2     Article 1.1 of the PCA shall be amended as follows:

        (a)  the definition of "Party" shall read: "(q) "Party" means either
             SAPETRO, TUPNI, BRASOIL or CNOOC and/or any of their respective
             successors and assignees, as signatory of this PCA; "Parties"
             shall be construed accordingly."

        (b)  the definition of "PSC Contractor" shall read "(z) "PSC
             Contractor" means SAPETRO, CNOOC and their successor(s) and
             assignee(s) acting as contractor of the PSC as defined therein
             and pursuant thereto".

        (c)  the definition of "PSC Contractor Group" shall read "(aa) "PSC
             Contractor Group" means SAPETRO, CNOOC and TUPNI in their
             respective capacities as Contractor and Operator under the PSC".

2.3     Article 11.1 of the PCA shall be amended and the following shall be
        inserted below "by giving written notice thereof to all other
        Parties":

        "CNOOC Exploration & Production Limited:
        16d, Akin Olugbade Street, Victoria Island, Lagos, Nigeria

        Fax: [ ]

        Attention: [ ]"

3.      CONTINUATION

        Save as expressly provided in this Agreement, all other provisions of
        the PCA shall remain in full force and effect and binding on the
        parties thereto.

4.      MUTUAL UNDERTAKINGS IN RESPECT OF CNOOC

        The Parties to this Agreement agree that with effect from the date
        hereof:

4.1     CNOOC undertakes to each of SAPETRO, TUPNI and BRASOIL to observe,
        perform, discharge and be bound by all liabilities and obligations of
        SAPETRO arising under the PCA to the extent they are attributable to
        the Transferred Interest arising before, on or after the date hereof;

4.2     The other Parties shall release and discharge SAPETRO from its
        liabilities and obligations in respect of the Transferred Interest
        transferred by SAPETRO and assumed by CNOOC pursuant to clause 4.1
        above, and shall accept the liabilities and obligations of CNOOC in
        the place thereof but only insofar as the said liabilities and
        obligations relate to the Transferred Interest and CNOOC undertakes to
        indemnify (on a full indemnity basis) and hold harmless each of TUPNI
        and BRASOIL (solely so far



                               Exhibit 4.49-43
<PAGE>

        as concerns the PCA) in respect of any loss, damage, proceedings,
        injury, claim, expense or cost (including legal cost) for which
        SAPETRO would have been liable but for the release and discharge
        referred to herein.

5.      MISCELLANEOUS

5.1     This Agreement shall be treated as constituting all actions, consents,
        confirmations, agreements and undertakings required under the PCA in
        relation to the assignment of the Transferred Interest and shall take
        effect notwithstanding any provision to the contrary contained in the
        PCA.

5.2     Nothing contained in this Agreement shall prejudice the rights and
        obligations of CNOOC and SAPETRO under any other agreement between
        them in respect of the Transferred Interest.

6.      THIRD PARTY RIGHTS

        No person other than a Party may enforce this Agreement by virtue of
        the Contracts (Rights of Third Parties) Act 1999.

7.      COUNTERPARTS

        This Agreement may be executed in one or more counterparts but shall
        not be effective until each Party has had delivered to it one or more
        counterparts executed by each of the other Parties. Each counterpart
        shall constitute an original of this Agreement but all the
        counterparts together shall constitute and are the same agreement.

8.      GOVERNING LAW AND JURISDICTION

        The provisions of Article 12 of the PCA concerning applicable law and
        dispute resolution shall apply to this Agreement mutatis mutandis.



                               Exhibit 4.49-44
<PAGE>

IN WITNESS whereof the Parties have executed this Agreement on the day and
year first above written.



Signed for and on behalf of
CNOOC EXPLORATION & PRODUCTION LIMITED



By       ________________________________

Name     ________________________________

Title    ________________________________



Signed for and on behalf of
SOUTH ATLANTIC PETROLEUM LIMITED


By       ________________________________

Name     ________________________________

Title    ________________________________



Signed for and on behalf of
TOTAL UPSTREAM NIGERIA LIMITED


By       ________________________________

Name     ________________________________

Title    ________________________________


Signed for and on behalf of
BRASOIL OIL SERVICES COMPANY NIGERIA LIMITED


By       ________________________________

Name     ________________________________

Title    ________________________________



                               Exhibit 4.49-45
<PAGE>

                               ASSIGNMENT OF HOA



From:    South Atlantic Petroleum Limited

To:      CNOOC EXPLORATION & PRODUCTION LIMITED
         16d, Akin Olugbade Street, Victoria Island, Lagos, Nigeria

                                                            [Completion Date]



Dear Sirs

                                    OML 130

Following completion of the assignment of the Transferred Interest, being a
ninety per cent (90%) interest of the Contractor (as defined in the PSC) in
and under the Production Sharing Contract dated 25 April 2005 relating to OML
130 (the "PSC"), together with all rights and obligations under the Operating
Agreement and the Production Co-ordination Agreement, we wish to assign to you
the corresponding rights under the Heads of Agreement dated 25 April 2005
entered into between Nigerian National Petroleum Corporation, Total Upstream
Nigeria Limited, Brasoil Oil Services Company Nigeria Limited and ourselves
(the "HOA").

Accordingly, we hereby assign to CNOOC Exploration & Production Limited all of
our rights, interests and benefits arising under the HOA in so far as, and to
the extent that, such rights, interests and benefits relate to the Transferred
Interest.

The assignment hereinbefore referred to shall include, without limitation, the
right of CNOOC Exploration & Production Limited to nominate two of the three
representatives of Contractor on the Management Committee, all as referred to
in Clause 15 of the HOA.

Yours faithfully




____________________________________________
Managing Director
SOUTH ATLANTIC PETROLEUM LIMITED

We hereby accept the assignment of the HOA as referred to above.





____________________________________________
For and on behalf of
CNOOC EXPLORATION & PRODUCTION LIMITED



                               Exhibit 4.49-46
<PAGE>

                             NOTICE OF ASSIGNMENT



From:    South Atlantic Petroleum Limited

To:      Parties to the HOA







Dear Sirs

Re:      Heads of Agreement dated 25 April 2005 (the "HOA")

We hereby notify you that, following the completion of the assignment by
SAPETRO of a ninety per cent (90%) interest of the Contractor under the
Production Sharing Contract of 25 April 2005 to CNOOC Exploration & Production
Limited (the "PSC Interest"), we have assigned to CNOOC Exploration &
Production Limited all of our rights, interests and benefits under the HOA
insofar as, and to the extent that, such rights, interests and benefits relate
to the PSC Interest, the Production Co-ordination Agreement and the Operating
Agreement. The above assignment includes the right of CNOOC Exploration &
Production Limited to nominate two of the three representatives of the
Contractor on the Management Committee under the PSC.

Yours faithfully





____________________________________________
Managing Director
South Atlantic Petroleum Limited



                               Exhibit 4.49-47
<PAGE>

                                  SCHEDULE 2
                        REPRESENTATIONS AND WARRANTIES



                                      48
<PAGE>

                                    PART A
                 REPRESENTATIONS AND WARRANTIES OF THE SELLER


Where any statement set out below is qualified by the words "as far as the
Seller is aware" or "to the best of the Seller's knowledge and belief", that
statement shall mean that it is made after due and careful enquiry of the
directors, officers and employees of the Seller and the asset manager of OML
130 in TUPNI.

The representations and warranties of the Seller in this Part A shall be
repeated at Completion save for the representations and warranties set out in
paragraphs 4, 5, 7, 11 and 12.

1.      The Seller is a party to the PSC and having all of the rights,
        interests and obligations as Contractor as that term is defined in the
        PSC.

2.      The Seller is the legal and beneficial owner of the Transferred
        Interest and the Transferred Interest is free from any Encumbrances
        and the Seller is not a party to any agreement or commitment to create
        any Encumbrance over the Transferred Interest and subject to the
        satisfaction of the conditions precedent in Clause 2.3, the Seller has
        the right to transfer and assign the full legal and beneficial
        ownership in the Transferred Interest to the Purchaser.

3.      The Seller has not committed any breach of and is not in default under
        the PSC, the Operating Agreement, the HOA, the Production
        Co-ordination Agreement or any other material contracts relating
        thereto including but not limited to the Gas Utilisation Agreement and
        the Seller is not in breach of clause 23.1(e) of the PSC.

4.      The Seller has not received notice and so far as the Seller is aware
        none of the other parties to the PSC, the Operating Agreement and the
        Production Co-ordination Agreement have committed any breach of, or
        are in default under, the PSC, the Operating Agreement, the HOA and
        the Production Co-ordination Agreement or any other material contracts
        relating thereto including but not limited to the Gas Utilisation
        Agreement, and the contracts relating to the development of the Akpo
        field which breach or default, is of a material nature and subsisting.

5.      The Seller is not party to, and to the best of the Seller's knowledge
        and belief no other party to the PSC, the Operating Agreement, OML 130
        and the Production Co-ordination Agreement is a party to, any
        litigation or arbitration or administrative proceedings or to any
        dispute in relation to, and which is likely to have a material adverse
        affect on, the Transferred Interest and the Seller is not aware that
        any such litigation, arbitration, administrative proceedings or
        dispute are threatened and the Seller is not aware that any judgement
        or award has been issued by, or is pending before, any court, tribunal
        or governmental agency which would materially affect the Transferred
        Interest.

6.      The Seller is duly incorporated and validly existing under the laws of
        the Federal Republic of Nigeria.

7.      The Data Room Documents contain all the material agreements affecting
        the Transferred Interest. In respect of the Data Room Documents and
        Data provided:



                                      49
<PAGE>

        7.1  the copies of the Data Room Documents delivered to or made
             available for inspection by the Purchaser prior to the execution
             hereof are so far as the Seller is aware, true and accurate;

        7.2  all Data that has been supplied or made available to the
             Purchaser or to its advisers by or on behalf of the Seller and
             which appears on its face to have been supplied to the Seller
             from a source other than the Seller has not been altered by the
             Seller and so far as the Seller is aware, was supplied from such
             source; and

        7.3  all Data that has been supplied or made available to the
             Purchaser or to its advisers by or on behalf of the Seller which
             originates from the Seller (save to the extent that this has been
             produced or taken from data, information or documents originating
             from another source) was produced in good faith at the time that
             it was created and, to the extent that it is factual in content,
             is based on facts which, to the knowledge, information and belief
             of the Seller, were at the time it was produced, true and fair in
             all material respects.

8.      Save as provided in the PSC and legislation applicable to the PSC,
        there are no agreements which restrict the Seller's ability to dispose
        of the Transferred Interest to be acquired hereunder.

9.      The conditions precedent in Clause 2.3 are the only consents,
        approvals and agreements to which the sale and transfer of the
        Transferred Interest is subject.

10.     The Seller has not done any act or permitted any omission which would
        give rise to or could give rise to, cause or be the basis of
        revocation, invalidation or termination of the HOA, PSC, OML 130, the
        Operating Agreement or the Production Co-ordination Agreement.

11.     As far as the Seller is aware, no parties to each of the HOA, PSC, OML
        130, the Operating Agreement or the Production Co-ordination Agreement
        have done, any act or permitted any omission which would give rise to
        or could give rise to, cause or be the basis of revocation,
        invalidation or termination thereof or, so far as the Seller is aware,
        cause NNPC at the date hereof not to grant its consent and approval to
        the transfer and assignment of the Transferred Interest.

12.     No sole risk and non-consent operations have been proposed or carried
        out by any person in relation to the OML Area and so far as the Seller
        is aware no such operations may be proposed and no notices have been
        sent by any party to the PSC, HOA or the Operating Agreement in
        respect of any sole risk operations.

13.     The Seller has not offered, paid, promised to pay, authorised the
        payment of, or transferred, money or anything of value to an Official
        to secure any improper advantage or benefit in relation to the matters
        contemplated by this Agreement or the Transferred Interest, either
        directly or indirectly through a third party. "Official" shall mean
        and include (i) any officer or employee of FGN or any department,
        agency or entity controlled by FGN, or any person acting in an
        official capacity on behalf of any such department, agency or entity;
        (ii) any political party; (iii) any official of a political party;
        (iv) any candidate for political office; or (v) any officer or
        employee of



                                      50
<PAGE>

        a public international organisation such as the United Nations, the
        World Bank or the International Monetary Fund.

14.     The documents which contain or establish the Seller's constitution
        incorporate provisions which authorise, and all necessary corporate
        action has been or will prior to the Completion Date be taken to
        authorise, the Seller to sign deliver and perform the transactions
        contemplated by this Agreement and the Completion Documents. This
        Agreement and each of the other Completion Documents to which it is a
        party constitute legal, valid and binding obligations of the Seller
        enforceable in accordance with their respective terms.

15.     Upon receipt of the consents and approvals referred to in Clause 2.3
        neither the signing and delivery of this Agreement nor the performance
        of any of the transactions contemplated by this Agreement will:

        15.1 contravene or constitute a default under any provision contained
             in any agreement, instrument, law, judgement, order, licence,
             permit or consent by which the Seller or any of its assets is
             bound or affected; or

        15.2 cause any limitation on the Seller or the powers of its directors
             whether imposed by or contained in any document which contains or
             establishes its constitution or in any law, order, judgement,
             agreement, instrument or otherwise, to be exceeded.

16.     No order has been made or petition presented or resolution passed for
        the winding up of the Seller or for an administration order in respect
        of it and no distress, execution or other process has been levied on
        any of its assets, nor has any similar procedure existing in Nigeria
        occurred. The Seller is not insolvent or unable to pay its debts and
        no receiver or manager or other analogous person has been appointed by
        any person of its business or assets or part thereof and no power to
        make such appointment has arisen.

17.     No litigation, arbitration or administrative proceeding or claim,
        which might by itself, or together with any other such proceeding or
        claim materially and adversely affect the Seller's ability to observe
        or perform its obligations under this Agreement and the agreements
        contemplated hereby, is presently in progress or, to the best of the
        knowledge, information and belief of the Seller, pending or threatened
        against the Seller or any of its assets.

18.     No event has occurred which would materially and adversely affect the
        Seller's ability to observe or perform its obligations under this
        Agreement and the transactions contemplated hereby.

19.     All statutory obligations with relation to the conversion of OPL 246
        to OML 130 have been complied with.

20.     The PSC, the Operating Agreement, OML 130, the Production
        Co-ordination Agreement and the HOA and all of the rights and
        interests thereunder or deriving therefrom are in full force and
        effect.



                                      51
<PAGE>

21.     So far as the Seller is aware, no Environmental Claim is pending or
        has been made against itself or the operator in relation to the
        Transferred Interest. "Environmental Claim" means any claim,
        proceeding, investigation, demand, action, official warning, abatement
        or other order (conditional or otherwise) or any notification or order
        requiring compliance with the terms of any Environmental Licence or
        Environmental Law. "Environmental Law" includes all or any law,
        statute, rule, regulation, treaty, by-law, code of practice, order,
        notice, demand, decision of the courts or of any governmental
        authority or agency or any other regulatory or other body in Nigeria
        relating to the pollution, conservation or protection of the
        environment (both natural and built) or of man or any living organisms
        supported by the environment or any other matter whatsoever affecting
        the environment or any part of it, and "Environmental Licence"
        includes any permit, licence, authorisation, consent or other approval
        required by any Environmental Law.



                                      52
<PAGE>

                                    PART B
                REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


Where any statement set out below is qualified by the words "as far as the
Purchaser is aware" or "to the best of the Purchaser's knowledge, information
and belief", that statement shall be deemed to include an additional statement
that it is after due and careful enquiry, but only within the Purchaser's own
organisation.

The representations and warranties of the Purchaser in this Part B shall be
repeated at Completion.

1.      The Purchaser is duly incorporated with limited liability and validity
        existing under the laws of Nigeria.

2.      The documents which contain or establish the Purchaser's constitution,
        incorporate provisions which authorise, and all necessary corporate
        action has been or prior to the Completion Date will be taken to
        authorise, the Purchaser to sign, deliver and perform the transactions
        contemplated by this Agreement.

3.      Neither the signing and delivery of this Agreement nor the performance
        of any of the transactions contemplated by this Agreement will:

        3.1  contravene or constitute a default under any provision contained
             in any agreement, instrument, law, judgement, order, licence,
             permit or consent by which the Purchaser or any of its assets is
             bound or affected; or

        3.2  cause any limitation on the Purchaser or the powers of its
             directors, whether imposed by or contained in any document which
             contains or establishes its constitution or in any law, order,
             judgement, agreement, instrument or otherwise, to be exceeded.

4.      No event has occurred which would materially and adversely affect the
        Purchaser's ability to observe or perform its obligations under this
        Agreement and the transaction contemplated hereby.

5.      No litigation, arbitration or administrative proceeding or claim,
        which might by itself or together with any other such proceeding or
        claim materially and adversely affect the Purchaser's ability to
        observe or perform its obligations under this Agreement and the
        agreements contemplated hereby, is presently in progress or, to the
        best of the knowledge, information and belief of the Purchaser,
        pending or threatened against the Purchaser or any of its assets.

6.      Except as provided in this Agreement, the Purchaser assumes the risk
        of description and condition of the Transferred Interest, including
        the cost, risk and expense of compliance with all laws, rules, orders
        and regulations relating to the environment.

7.      The Purchaser has not offered, paid, promised to pay, authorised the
        payment of, or transferred, money or anything of value to an Official
        to secure any improper advantage or benefit in relation to the matters
        contemplated by this Agreement, either



                                      53
<PAGE>

        directly or indirectly through a third party. "Official" shall mean
        and include (i) any officer or employee of FGN or any department,
        agency or entity controlled by FGN, or any person acting in an
        official capacity on behalf of any such department, agency or entity;
        (ii) any political party; (iii) any official of a political party;
        (iv) any candidate for political office; or (v) any officer or
        employee of a public international organisation such as the United
        Nations, the World Bank or the International Monetary Fund.



                                      54
<PAGE>

                                                       DRAFT:  4 January 2006

                                  SCHEDULE 3
                              DATA ROOM DOCUMENTS

                                      [*]



                                      55
<PAGE>

                                                       DRAFT:  4 January 2006

                                  SCHEDULE 4
                               ESCROW AGREEMENT








                               ESCROW AGREEMENT



                                    BETWEEN



                       SOUTH ATLANTIC PETROLEUM LIMITED

                CNOOC EXPLORATION & PRODUCTION NIGERIA LIMITED

                                      AND

                    MEESPIERSON INTERTRUST (SINGAPORE) LTD
 (an Approved Trust Company in Singapore, wholly owned by Fortis Bank S.A./N.V.)



                                      56
<PAGE>

THIS ESCROW AGREEMENT is made this            day of                     2006

BETWEEN:

(1)     SOUTH ATLANTIC PETROLEUM LIMITED, a company established under the laws
        of the Federal Republic of Nigeria (hereinafter called the "Seller");

(2)     CNOOC EXPLORATION & PRODUCTION LIMITED, a company established under
        the laws of the Federal Republic of Nigeria (hereinafter called the
        "Purchaser"); and

(3)     MEESPIERSON INTERTRUST (SINGAPORE) LTD, an approved trust company in
        Singapore, wholly owned by Fortis Bank S.A./N.V. and having its
        registered office at 63 Market Street, #21-00 Singapore 048 942
        (hereinafter called the "Escrow Agent").

WHEREAS:

(A)     The Seller and the Purchaser have entered into the Sale and Purchase
        Agreement pursuant to which it is provided that the Purchaser shall
        pay an amount of United States Dollars two hundred and thirty five
        million (US$235,000,000.00) into the Escrow Account.

(B)     Upon Completion the Deposit shall be paid by the Escrow Agent to the
        Seller as herein provided, save that if Completion does not occur as
        provided in the Sale and Purchase Agreement then such amount shall be
        paid by the Escrow Agent to the Purchaser or Seller as applicable as
        herein provided.

(C)     The Purchaser and the Seller have jointly appointed the Escrow Agent
        and the Escrow Agent has agreed to act as agent and to receive and pay
        out of escrow all of the amounts in the Escrow Account, together with
        interest earned thereon, subject to and upon the terms of this
        Agreement.

IT IS HEREBY AGREED:

1.      DEFINITIONS

1.1     In this Agreement and its recitals, words defined in the Sale and
        Purchase Agreement shall have the same meaning where used in this
        Agreement unless otherwise provided, and the following words and
        expressions shall have the meanings set opposite them:

<TABLE>
<CAPTION>
        --------------------------------------------- ---------------------------------------------------------
        <S>                                           <C>
        "Business Day"                                means a day (other than a Saturday or Sunday) on which
                                                      banks are open for general business in London and
                                                      Singapore;

        --------------------------------------------- ---------------------------------------------------------
        "Deposit"                                     means the sum of United States Dollars two hundred and
                                                      thirty-five million (US$235,000,000) to be paid into the
                                                      Escrow Account by the Purchaser in accordance with
                                                      clause 2.7(a) of the Sale and Purchase
        --------------------------------------------- ---------------------------------------------------------



                                                      57
<PAGE>

        --------------------------------------------- ---------------------------------------------------------
                                                      Agreement;

        --------------------------------------------- ---------------------------------------------------------
        "Escrow Account                               means the United States Dollars interest bearing account
                                                      with an account number [*], maintained in the name of
                                                      the Escrow Agent with Fortis Bank S.A./N.V., Singapore
                                                      branch and with payment details as follows:

                                                      USD

                                                      Pay to:           [*]
                                                      For account:      [*]
                                                      In Favour of:     [*]
                                                      Account No:       [*]

                                                      (under telex advice to Fortis Bank SA/NV Singapore
                                                      Branch, Attn: Paul Tan);

        --------------------------------------------- ---------------------------------------------------------
        "Escrow Completion Notice"                    means a notice in the form attached to this Agreement
                                                      given by the Seller to the Escrow Agent and signed by a
                                                      director of each of the Seller and the Purchaser
                                                      confirming that Completion has occurred;

        --------------------------------------------- ---------------------------------------------------------
        "Escrow ITC Security Notice"                  means a notice in the form attached to this Agreement
                                                      given by the Seller or the Purchaser to the Escrow Agent
                                                      and signed by a director of each of the Seller and the
                                                      Purchaser confirming the instructions for payment of the
                                                      ITC Security;

        --------------------------------------------- ---------------------------------------------------------
        "ITC Security"                                means the sum of United States Dollars [*];

        --------------------------------------------- ---------------------------------------------------------
        "LIBOR"                                       means the display rate per annum of the offered
                                                      quotation for deposits in US dollars for a period of two
                                                      weeks or one month at the option of the Escrow Agent
                                                      which appears on Telerate Page 3750 (or such other page
                                                      as the Escrow Agent shall specify with the agreement of
                                                      the Seller and the Purchaser) at or about 11.00 am
                                                      London time on the Business Day preceding the date of
                                                      this Agreement and thereafter on the Business Day
                                                      preceding the first day of each period for which
                                                      interest is calculated hereunder;

        --------------------------------------------- ---------------------------------------------------------
        "Party"                                       means the Seller, the Purchaser or the Escrow Agent and
                                                      "Parties" means all of the Seller, the Purchaser and the
                                                      Escrow Agent;

        --------------------------------------------- ---------------------------------------------------------
        "Purchaser's Escrow Termination Notice"       means a notice in the form attached to this Agreement
                                                      given by the
        --------------------------------------------- ---------------------------------------------------------


                                                      58
<PAGE>

        --------------------------------------------- ---------------------------------------------------------
                                                      Purchaser to the Escrow Agent, signed by a director of
                                                      each of the Seller and the Purchaser, confirming that
                                                      Completion has not occurred due to the termination of
                                                      the Sale and Purchase Agreement under clause 2.5, 3.3 or
                                                      7.12(b) thereof or due to the breach by the Seller of
                                                      its obligations under the Sale and Purchase Agreement
                                                      and that the Deposit is repayable to the Purchaser;

        --------------------------------------------- ---------------------------------------------------------
        "Sale and Purchase Agreement"                 means the sale and purchase agreement of even date
                                                      entered into by the Seller and the Purchaser;

        --------------------------------------------- ---------------------------------------------------------
        "Seller's Escrow Termination Notice"          means a notice in the form attached to this Agreement
                                                      given by the Seller to the Escrow Agent, signed by a
                                                      director of each of the Seller and the Purchaser,
                                                      confirming that Completion has not occurred due to the
                                                      breach by the Purchaser of its obligations under the
                                                      Sale and Purchase Agreement and that the Deposit is
                                                      payable to the Seller; and

        --------------------------------------------- ---------------------------------------------------------
        "Specimen Signatures"                         means the specimen signatures (as attached to this
                                                      Agreement) of the directors of each of the Seller and
                                                      the Purchaser notified to the Escrow Agent by each of
                                                      the Seller and the Purchaser respectively.

        --------------------------------------------- ---------------------------------------------------------
</TABLE>
1.2     All references to Clauses, Recitals and Schedules are, unless
        otherwise expressly stated, references to clauses of and recitals and
        schedules to this Agreement.

1.3     The headings in this Agreement are inserted for convenience only and
        shall be ignored in construing this Agreement.

1.4     Any reference to any statute or statutory instrument in this Agreement
        shall be a reference to the same as amended, consolidated or extended,
        supplemented or re-enacted from time to time or at any time prior to
        the date of this Agreement, and shall include any orders, regulations,
        instruments or other subordinate legislation made under the relevant
        statute.

1.5     Except where the context otherwise requires, words denoting the
        singular include the plural and vice versa; words denoting any gender
        include all genders; words denoting persons include firms and
        corporations and vice versa.

1.6     The word "including" shall be construed without limitation.

1.7     The Schedules form part of this Agreement and shall be construed and
        shall have full force and effect as if expressly set out in the body
        of this Agreement, save that in the event of any conflict between the
        Schedules and any provision contained in the Clauses of this Agreement
        the latter shall prevail.



                                                      59
<PAGE>

                                                       DRAFT:  4 January 2006


2.      PAYMENT INTO ESCROW ACCOUNT

2.1     The Purchaser shall pay the Deposit into the Escrow Account in
        accordance with clause 2.7(a) of the Sale and Purchase Agreement.

2.2     The Escrow Agent hereby agrees that:

        (a)  it shall hold the Deposit in the Escrow Account until it receives
             the Escrow Completion Notice, the Purchaser's Escrow Termination
             Notice or the Seller's Escrow Termination Notice in accordance
             with this Agreement; and

        (b)  if an Escrow Completion Notice has been given under Clause
             3.1(a), it shall hold the ITC Security in the Escrow Account
             until it receives the Escrow ITC Security Notice in accordance
             with this Agreement.

3.      TERMS OF ESCROW

3.1     It is agreed that the amounts specified below shall be paid out of the
        Escrow Account by the Escrow Agent upon the first to occur of the
        following and in the manner and to the relevant Party as provided
        below:

        (a)  upon receipt by the Escrow Agent of the Escrow Completion Notice
             duly signed by a director of each of the Seller and the
             Purchaser, the Escrow Agent shall pay: (1) an amount equal to the
             Deposit less the ITC Security to the Seller; and (2) all interest
             accrued on the Deposit to the Purchaser;

        (b)  all amounts paid into the Escrow Account by the Purchaser under
             the Sale and Purchase Agreement as provided in Clause 2, together
             with all interest accrued thereon as provided in Clause 5, shall
             be paid to the Seller upon receipt by the Escrow Agent of the
             Seller's Escrow Termination Notice duly signed by a director of
             each of the Seller and the Purchaser; and

        (c)  all amounts paid into the Escrow Account by the Purchaser under
             the Sale and Purchase Agreement as provided in Clause 2, together
             with all interest accrued thereon as provided in Clause 5, shall
             be paid to the Purchaser upon receipt by the Escrow Agent of the
             Purchaser's Escrow Termination Notice duly signed by a director
             of each of the Purchaser and the Seller.

3.2     Following payment of the amounts under Clause 3.1(a), the amount of
        the ITC Security, together with all interest accrued thereon as
        provided in Clause 5, shall be paid to the Seller or to the Purchaser,
        as specified in the Escrow ITC Security Notice, upon receipt by the
        Escrow Agent of the Escrow ITC Security Notice duly signed by a
        director of each of the Purchaser and the Seller.

3.3     (a)  Each of the Seller and the Purchaser hereby irrevocably
             authorises and instructs the Escrow Agent to make the payment
             under Clause 3.1(a), 3.1(b), 3.1(c) or 3.2, as applicable, upon
             receipt of the applicable notice or notices by the Escrow Agent
             as referred to in Clause 3.1(a), 3.1(b), 3.1(c) or 3.2.

        (b)  Payment to the Seller under Clause 3.1(a) or 3.1(b) or 3.2 shall
             be made by the Escrow Agent to the Seller's bank account number
             [*], maintained with MeesPierson Asia Limited.



                                      60
<PAGE>

                                                       DRAFT:  4 January 2006


        (c)  Payment to the Purchaser under Clause 3.1(a), 3.1(c) or 3.2 shall
             be made by the Escrow Agent to the bank account designated by the
             Purchaser as follows.

             Correspondent Bank:       [*]

             Chips UID:                [*]

             Beneficiary Bank:         [*]

             In favour of:             [*]

             Account No.:              [*]

3.4     The Parties hereby agree that the Escrow Agent may consult with
        competent and responsible legal counsel(s) selected by the Escrow
        Agent, and shall not be liable for any action taken or omitted by the
        Escrow Agent in good faith in accordance with the advice of such
        counsel(s).

4.      LIABILITY AND INDEMNITY

4.1     The Escrow Agent shall incur no liability as a result of entering into
        this Agreement save for any loss or liability caused by the Escrow
        Agent's gross negligence or wilful misconduct and without prejudice to
        the generality of the foregoing save for verifying that any signatures
        conform to the Specimen Signatures (to the extent such original
        Specimen Signatures have been provided) the Escrow Agent may, subject
        to the following, act in reliance upon any instrument, notice,
        request, certificate, approval, consent, document or signature
        believed by it to be genuine and may assume that any person purporting
        to give receipt or advice or make any statement or execute any
        document in connection with the provisions hereof has been duly
        authorised to do so. The Escrow Agent shall be entitled to rely upon
        any order, judgment, certification, demand, notice, or other written
        instrument delivered to it hereunder provided that the Escrow Agent
        shall confirm by telephone as soon as reasonably practicable after the
        receipt of any such written instrument any signature purported to be
        given on behalf of either the Seller or the Purchaser with the
        relevant contact person named in respect of the Seller and/or the
        Purchaser (as the case may be) in Clause 8.4, but without being
        required to take any further action to determine the authenticity,
        accuracy or the correctness of any fact stated therein or validity or
        the service thereof.

4.2     The Escrow Agent's duties and responsibilities, in its capacity as
        such, shall be limited to those expressly set forth in this Agreement,
        and except as set forth herein, the Escrow Agent shall not be subject
        to, nor obliged to recognise, any other agreement between any or all
        of the Parties even though reference thereto may be made herein,
        provided however that, with the Escrow Agent's written consent, this
        Agreement may be amended at any time or times by an instrument in
        writing signed by all the Parties.

4.3     The Escrow Agent shall have no obligation to make any payment to the
        Parties or one of the Parties if the making of such a payment would be
        unlawful in anyway. If it becomes illegal or impossible for reasons
        outside the Escrow Agent's control to carry out any of the provisions
        hereof, the Escrow Agent shall incur no liability as a



                                      61
<PAGE>

                                                       DRAFT:  4 January 2006


        consequence thereof, but shall use its reasonable endeavours to agree
        on alternative solutions jointly with the Parties.

4.4     (a)  The Seller and Purchaser shall jointly and severally indemnify
             and hold harmless the Escrow Agent from and against any and all
             losses, liabilities, claims, actions, damages and expenses,
             (including reasonable lawyers' fees and disbursements), arising
             out of or in connection with its acting or failing to act in
             connection with any of the duties contemplated hereby and against
             any loss, liability or expense, including on a solicitor and
             client basis the expense of defending itself against any claim or
             liability, it may reasonably incur in carrying out the terms of
             this Agreement, save for those caused by the Escrow Agent's gross
             negligence or wilful misconduct.

        (b)  This indemnity shall extend to the officers, directors,
             employees, agents, representatives or affiliates of the Escrow
             Agent save that nothing in this Clause shall indemnify such
             persons in respect of such costs, damages, losses and expenses
             arising out of gross negligence or wilful misconduct on the part
             of the Escrow Agent or its officers, directors, employee, agents,
             representatives or affiliates.

4.5     (a)  The Seller and the Purchaser severally undertake to execute the
             Escrow Completion Notice, the Seller's Escrow Termination Notice,
             the Purchaser's Escrow Termination Notice or the Escrow ITC
             Security Notice where applicable as required by Clause 3.1 or 3.2
             forthwith upon the Seller and the Purchaser having an obligation
             to do so as provided in the Sale and Purchase Agreement.

        (b)  It is acknowledged by the Seller and the Purchaser that, provided
             the Party seeking such relief has first sought the signature of
             the other Party's director to the relevant notice as detailed in
             Clause 4.5(a), it shall be entitled to seek injunctive relief to
             enforce the compliance by the Parties with this Clause 4.5 and
             the terms of this Agreement.

5.      INTEREST

5.1     Subject to Clause 6, in the case that an Escrow Completion Notice has
        been given, all interest earned on the Deposit paid into the Escrow
        Account shall accrue to the Purchaser, and otherwise all interest
        (including on the ITC Security) shall accrue to the Party entitled to
        the payment of the amounts paid into the Escrow Account as herein
        provided. Such accrued interest shall be payable at the same time as
        the payment of the amounts paid into the Escrow Account in accordance
        with Clause 3.1(a), 3.1(b), 3.1(c) or 3.2.

5.2     Interest shall accrue on all amounts from time to time standing to the
        credit of the Escrow Account from day to day on the basis of a 360 day
        year at the rate of LIBOR minus eight (8) basis points and accrued
        interest shall be credited by the Escrow Agent to the Escrow Account
        on the last Business Day of each calendar month, except when a payment
        has to be made out of the Escrow Account, in which case all accrued
        interest shall be credited to the Escrow Account immediately prior to
        such payment being made.



                                      62
<PAGE>

                                                       DRAFT:  4 January 2006


6.      ESCROW AGENT'S FEES

6.1     In consideration of the Escrow Agent agreeing to act in accordance
        with the terms of this Agreement, the Escrow Agent shall be entitled
        to be paid certain fees, details of which are set out in Schedule 1 to
        this Agreement.

6.2     For the avoidance of doubt, the Parties hereby agree that in its
        performance of duties set out herein, the Escrow Agent shall be
        reimbursed for all reasonable out-of-pocket expenses and legal fees
        incurred by the Escrow Agent in connection with the transactions
        contemplated by this Agreement.

6.3     All fees (as detailed in Schedule 1), costs and expenses charged by
        the Escrow Agent in respect of the Escrow Account and the Escrow Agent
        carrying out its obligations hereunder shall be deducted by the Escrow
        Agent from any interest earned on the Escrow Account and any sum
        deducted as aforesaid shall be retained by the Escrow Agent. The
        Escrow Agent shall notify the Parties of all deductions made under
        this Clause 6. If the interest earned is insufficient to pay for the
        Escrow Agent's fees, the Purchaser and the Seller shall each be
        severally liable for fifty per cent (50%) of any unpaid fees due and
        payable to the Escrow Agent and shall pay its share of such unpaid
        fees within fourteen (14) days of receipt of the Escrow Agent's
        invoice together with any applicable sales tax payable thereon. If the
        Escrow Agent does not receive its fees within such fourteen (14) day
        period, the Seller and the Purchaser hereby agree that the Escrow
        Agent shall be entitled to have recourse to the monies in the Escrow
        Account and apply such amount as is equal to the amount of any unpaid
        fees in payment of such fees.

7.      APPLICABLE LAW

7.1     This Agreement shall be governed by and construed in accordance with
        English law.

7.2     (a)  All disputes arising out of or in connection with this Agreement,
             including, without limitation, any question regarding its
             existence, interpretation, validity, effectiveness or
             termination, may be referred by either Party to, and finally
             resolved by, arbitration under the Rules of the London Court of
             International Arbitration (the "LCIA Rules") then in force, which
             LCIA Rules are deemed to be incorporated by reference in this
             Clause 7.2. The number of arbitrators shall be three (3), with
             one arbitrator to be appointed by the claimant and a second
             arbitrator to be appointed by the defendant. The third
             arbitrator, who shall act as chairman of the arbitration, shall
             be appointed by agreement between the two (2) arbitrators
             nominated respectively by the claimant and the defendant. If the
             two (2) arbitrators fail to agree on the appointment of the third
             arbitrator or if either the claimant or the defendant fails to
             appoint its own arbitrator, the President of the London Court of
             International Arbitration shall make such appointments in
             accordance with the LCIA Rules. The place of arbitration shall be
             London, United Kingdom. The language to be used in the arbitral
             proceedings shall be English. The arbitrators shall decide the
             dispute in accordance with the governing law of this Agreement.



                                      63
<PAGE>

                                                       DRAFT:  4 January 2006


        (b)  The Parties expressly agree that the right to make an application
             under Section 45 or to appeal under Section 69 of the Arbitration
             Act 1996 are hereby excluded in respect of any arbitration or
             with respect to any award made.

        (c)  Judgement upon any award made may be entered in any court having
             jurisdiction over a Party or the assets of a Party owing the
             judgement, or application may be made to such court for a
             judicial acceptance of the award and an order of enforcement, as
             the case may be.

7.3     Notwithstanding Clause 7.2 a Party may apply to any court to seek an
        injunction for specific performance of the obligations set out in this
        Agreement.

8.      NOTICES

8.1     All notices to be given pursuant to this Agreement shall be in writing
        and given by facsimile or delivered in person at the address, and
        marked for the attention of the person, set out in Clause 8.3 below.

8.2     A notice by facsimile shall be deemed to be served on the date of
        dispatch provided that the date of dispatch is a Business Day in the
        place of the recipient and the notice was sent during usual business
        hours (being between 9am and 5pm) at the place of receipt.

8.3     The address for notices hereunder are as follows:

        To: Seller:

        11th & 12th Floors
        South Atlantic Petroleum Towers
        7 Adeola Odeku
        P.O. Box 73152
        Victoria Island
        Lagos
        Nigeria

        Fax number:                (00) 2341 270-1907

        Attention of:              Managing Director



        To: Purchaser:

        Treasury Department
        c/o CNOOC Limited
        No. 6 Dongzhimenwai Xiaojie
        Beijing 100027
        The Peoples Republic of China

        Fax number:               (00)-86-10-8452-1512

        Attention of:              Mr Huang Xiaofeng



                                      64
<PAGE>

                                                       DRAFT:  4 January 2006


        To: Escrow Agent

        MeesPierson Intertrust (Singapore) Ltd
        63 Market Street
        #21-00
        Singapore 048 942

        Fax number:                +(65) 6536 5311

        Attention of:              Mr Alex van der Zwaard / Mr Geoffroy Dedieu

8.4     The contact persons for the purposes of Clause 4.1 shall be notified
        by the Seller to the Escrow Agent within thirty (30) days of the date
        hereof, and for the Purchaser shall be Mr Huang Xiaofeng, telephone
        number: 86-10-8452-1521.

9.      COUNTERPART

        This Agreement may be executed in any number of counterparts and all
        of such counterparts taken together shall be deemed to constitute one
        and the same agreement and shall take effect when each of the Parties
        has had delivered to it one or more counterparts duly executed by each
        of the other Parties.

10.     THIRD PARTY RIGHTS

        No person other than a Party may enforce this Agreement by virtue of
        the Contracts (Rights of Third Parties) Act 1999.



                                      65
<PAGE>

                                                       DRAFT:  4 January 2006


IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first written above.



Signed by



For and on behalf of
SOUTH ATLANTIC PETROLEUM LIMITED







Signed by



For and on behalf of
CNOOC EXPLORATION & PRODUCTION LIMITED







Signed by



Alexander Pieter Alderd van der Zwaard
For and on behalf of
MEESPIERSON INTERTRUST (SINGAPORE) LTD



                                      66
<PAGE>

                                                       DRAFT:  4 January 2006

                                  SCHEDULE 1
                              Escrow Agent's Fees


The Escrow Agent shall be entitled to Escrow Agent's Fees which shall be
calculated as follows:


Set up fee: USD [*].           This fee is one-off and will cover all
                               activities that have to be taken by the Escrow
                               Agent to enter into this Agreement, set up the
                               account, etc. This amount will be offset
                               against the quarterly administration fee.


Administration  fee:           [*]% of the value of the assets per annum,
                               payable on the first day of each quarter.

                               For the avoidance of doubt, should ompletion
                               occur in the middle of a quarter, fees paid in
                               advance for that quarter shall be taken into
                               account to offset against the fees payable for
                               the ITC Security, such fees applicable to the
                               ITC Security shall continue until such date
                               when the ITC Security shall be cleared from
                               the Escrow Account.


Distribution fee:              USD [*] per distribution.



                                      67
<PAGE>

                                                       DRAFT:  4 January 2006


                           ESCROW COMPLETION NOTICE

                       [South Atlantic headed notepaper]

Meespierson Intertrust (Singapore) Ltd
63 Market Street
#21-00
Singapore 048 942
Attention: Mr Alex van der Zwaard / Mr Geoffroy Dedieu

[Date]

Dear Sirs

Re:     Escrow Completion Notice pursuant to Escrow Agreement dated [ ]
        between South Atlantic Petroleum Limited ("SAPETRO"), CNOOC
        Exploration & Production Limited ("CNOOC") and Meespierson Intertrust
        (Singapore) Ltd (the "Escrow Agreement")

Capitalised terms used herein and not otherwise defined shall have the
meanings given such terms in the Escrow Agreement.

We hereby confirm that completion of the Sale and Purchase Agreement occurred
on [ ] in accordance with Clause 6 thereof and are giving this notice in
accordance with Clause 3.1(a) of the Escrow Agreement.

We hereby request that the Escrow Agent pays:

        (a)     an amount equal to the Deposit less the ITC Security to
                SAPETRO in accordance with Clause 3.1(a) of the Escrow
                Agreement; and

        (a)     all interest earned on the Deposit to CNOOC in accordance with
                Clause 5 of the Escrow Agreement.



Yours faithfully



-----------------------------

For and on behalf of
South Atlantic Petroleum Limited





-----------------------------

For and on behalf of
CNOOC Exploration & Production Limited



                                      68
<PAGE>

                                                       DRAFT:  4 January 2006


                      SELLER'S ESCROW TERMINATION NOTICE

                       [South Atlantic headed notepaper]

Meespierson Intertrust (Singapore) Ltd
63 Market Street
#21-00
Singapore 048 942
Attention: Mr Alex van der Zwaard / Mr Geoffroy Dedieu

[Date]

Dear Sirs

Re:     Seller's Escrow Termination Notice pursuant to Escrow Agreement dated
        [ ] between South Atlantic Petroleum Limited ("SAPETRO"), CNOOC
        Exploration & Production Limited ("CNOOC") and Meespierson Intertrust
        (Singapore) Ltd (the "Escrow Agreement")

Capitalised terms used herein and not otherwise defined shall have the
meanings given such terms in the Escrow Agreement.

We hereby confirm that SAPETRO and CNOOC have mutually agreed that completion
of the Sale and Purchase Agreement will not occur due to the breach by CNOOC
of its obligations thereunder and are giving this notice in accordance with
Clause 3.1(b) of the Escrow Agreement. We hereby request that the Escrow Agent
pays all the amounts in the Escrow Account, together with all interest accrued
thereon, to SAPETRO in accordance with Clause 3.1(b) of the Escrow Agreement.



Yours faithfully



-----------------------------

For and on behalf of
South Atlantic Petroleum Limited





-----------------------------

For and on behalf of
CNOOC Exploration & Production Limited



                                      69
<PAGE>

                                                       DRAFT:  4 January 2006


                     PURCHASER'S ESCROW TERMINATION NOTICE

                           [CNOOC headed notepaper]

Meespierson Intertrust (Singapore) Ltd
63 Market Street
#21-00
Singapore 048 942
Attention: Mr Alex van der Zwaard / Mr Geoffroy Dedieu

[Date]

Dear Sirs

Re:     Purchaser's Escrow Termination Notice pursuant to Escrow Agreement
        dated [ ] between South Atlantic Petroleum Limited ("SAPETRO"), CNOOC
        Exploration & Production Limited ("CNOOC") and Meespierson Intertrust
        (Singapore) Ltd (the "Escrow Agreement")

Capitalised terms used herein and not otherwise defined shall have the
meanings given such terms in the Escrow Agreement.

We hereby confirm that SAPETRO and CNOOC have mutually agreed that completion
of the Sale and Purchase Agreement will not occur due to [the termination of
the Sale and Purchase Agreement under clause 2.5 thereof / clause 3.3 thereof
/ clause 7.12(b) the breach by SAPETRO of its obligations thereunder *] and
are giving this notice in accordance with Clause 3.1(c) of the Escrow
Agreement. We hereby request that the Escrow Agent repays all the amounts in
the Escrow Account, together with all interest accrued thereon, to CNOOC in
accordance with Clause 3.1(c) of the Escrow Agreement.



Yours faithfully



-----------------------------

For and on behalf of
CNOOC Exploration & Production Limited



-----------------------------

For and on behalf of
South Atlantic Petroleum Limited



* delete as appropriate



                                      70
<PAGE>

                                                       DRAFT:  4 January 2006


                          ESCROW ITC SECURITY NOTICE

                  [South Atlantic or CNOOC headed notepaper]



Meespierson Intertrust (Singapore) Ltd
63 Market Street
#21-00
Singapore 048 942
Attention: Mr Alex van der Zwaard / Mr Geoffroy Dedieu

[Date]

Dear Sirs

Re:     Escrow ITC Security Notice pursuant to Escrow Agreement dated [ ]
        between South Atlantic Petroleum Limited ("SAPETRO"), CNOOC
        Exploration & Production Limited ("CNOOC") and Meespierson Intertrust
        (Singapore) Ltd (the "Escrow Agreement")

Capitalised terms used herein and not otherwise defined shall have the
meanings given such terms in the Escrow Agreement.

We hereby confirm that SAPETRO and CNOOC have mutually agreed that the ITC
Security is payable in accordance with the Sale and Purchase Agreement to
[SAPETRO/CNOOC *] and are giving this notice in accordance with Clause 3.2 of
the Escrow Agreement. We hereby request that the Escrow Agent pays the ITC
Security to [SAPETRO/CNOOC *], together with all interest accrued thereon in
accordance with Clause 3.2 of the Escrow Agreement.



Yours faithfully



-----------------------------

For and on behalf of
South Atlantic Petroleum Limited





-----------------------------

For and on behalf of
CNOOC Exploration & Production Limited

* delete as appropriate



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                                                       DRAFT:  4 January 2006


                              SPECIMEN SIGNATURE

Meespierson Intertrust (Singapore) Ltd
63 Market Street
#21-00
Singapore 048 942
Attention: Mr Alex van der Zwaard / Mr Geoffroy Dedieu

[Date]

Dear Sirs

Re:     Specimen Signature in respect of Escrow Agreement dated [ ] between
        South Atlantic Petroleum Limited ("SAPETRO"), CNOOC Exploration &
        Production Limited ("CNOOC") and Meespierson Intertrust (Singapore)
        Ltd (the "Escrow Agreement")

For the purposes of the Escrow Agreement and clause 4.1 thereof, we hereby
notify you that the signatures below are the Specimen Signatures in respect of
[CNOOC OR SAPETRO]

Name:        [print name]                   Name:             [print name]

Position:    [Director]                     Position:         [Director]



Signature:   __________________            Signature:____________________



Yours faithfully



_____________________________

For and on behalf of
[South Atlantic Petroleum Limited] or [CNOOC Exploration & Production Limited]



PURCHASER'S PDF SPECIMEN SIGNATURE PAGE WILL NEED TO BE PRINTED OUT BY EACH
PARTY AND ATTACHED TO THE COUNTERPART ORIGINALS SIGNED BY THEM.

SELLER'S SPECIMEN SIGNATURE, WHEN RECEIVED, ALSO TO BE ATTACHED.



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                                                       DRAFT:  4 January 2006


                                  SCHEDULE 5
                          TUPNI STATEMENT OF ADVANCES



[*]



                                      73
<PAGE>

                                  SCHEDULE 6
                             FORM OF LEGAL OPINION

               FORM OF LEGAL OPINION TO BE ADDRESSED TO CNOOC BY
                       SAPETRO'S NIGERIAN LEGAL ADVISORS



TO:   CNOOC LIMITED                            TO:  CNOOC EXPLORATION &
                                                    PRODUCTION LIMITED






Dear Sirs,

In relation to any proposed sale and transfer by South Atlantic Petroleum
Limited ("Sapetro") of a contractor interest under the PSC entered into with
NNPC in respect of OML 130, we render the following opinion.

For the purposes of this opinion we have examined certified copies of the
following documents:

-        the PSC;

-        the Operating Agreement;

-        the Production Co-ordination Agreement; and

-        the HOA.

(together "the Relevant Agreements").

We have also examined the [certificate of incorporation and the Memorandum and
Articles of Association] (the "constitutional documents") of Sapetro, the
particulars in relation to Sapetro available at [relevant Companies
Registration Office] and such other books and records of Sapetro and issues of
Nigerian law as we have considered necessary for the purposes of giving this
opinion.

We are [solicitors] qualified in Nigeria. We express no opinion as to any law
other than Nigerian law at the date of this opinion.

On the basis of the foregoing we are of the opinion that:

(i)      Sapetro is a company duly incorporated [with limited liability],
         validly existing and entitled to carry on business under Nigerian
         law.



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                                                       DRAFT:  4 January 2006


(ii)     No winding-up, administration, receivership or other similar order
         has been made in respect of Sapetro or any of its assets and no
         proceedings have been commenced with a view to obtaining any such
         order.

(iii)    Sapetro has the power and legal capacity to enter into and perform
         the Relevant Agreements and the execution and performance of the
         Relevant Agreements will not contravene its constitutional documents.

(iv)     Sapetro has taken all necessary corporate action to authorise its
         execution, delivery and performance of the Relevant Agreements.

(v)      The obligations of Sapetro under the Relevant Agreements constitute
         its legal, valid, binding and enforceable obligations.

Yours faithfully




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                                                       DRAFT:  4 January 2006


                                  SCHEDULE 7
                           FORM OF ACKNOWLEDGEMENTS



                            Form of Acknowledgement

                                                         [Date of Completion]



From:    TUPNI





We hereby acknowledge that upon receipt of the sum of US dollars ($        ),
to be paid to us on the date hereof by Purchaser, all the advances, including
all interest due thereon, made by us on behalf of South Atlantic Petroleum
Limited ("SAPETRO") in respect of SAPETRO's ninety per cent (90%) interest as
a Contractor under the Production Sharing Contract dated 25 April 2005 between
the Nigerian National Petroleum Corporation, SAPETRO and ourselves shall have
been repaid in full.





_______________________________________

TOTAL UPSTREAM NIGERIA LIMITED



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                                                       DRAFT:  4 January 2006




                            Form of Acknowledgement

                                                       [Date of Completion]



From:    Brasoil





We hereby acknowledge that upon receipt of the sum of US dollars ($ ), to be
paid to us on the date hereof by Purchaser, all the advances, including all
interest due thereon, made by us or on behalf of South Atlantic Petroleum
Limited ("SAPETRO") in respect of SAPETRO's ninety per cent (90%) interest as
a Contractor under the Production Sharing Contract dated 25 April 2005 between
the Nigerian National Petroleum Corporation, SAPETRO and Total Upstream
Nigeria Limited shall have been repaid in full.





____________________________________________________

BRASOIL OIL SERVICES COMPANY NIGERIA LIMITED



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