sjdocs-7222072v1final_ep468e.htm - Generated by SEC Publisher for SEC Filing



EP 468 Final Earning
Agreement


(Amending and Restating the Original EP 468 Earning
Agreement)


 


 


 


 


 


 


 


Officer Petroleum Pty Ltd  (ACN 142 330 738) 


 


 


Nation Energy (Australia) Pty Ltd  (ACN 606
533 046)


 


 


 















 

Contents





1.            Defined terms.................................................................................................................. 2


2.            Initial Consideration......................................................................................................... 2


3.         Farm-in and Operator....................................................................................................... 2


4.         Operating Committee....................................................................................................... 9


5.            Work Programs and Budgets.......................................................................................... 11


6.            Production Licences....................................................................................................... 13


7.            Default........................................................................................................................... 14


8.            Relinquishments and renewals....................................................................................... 16


9.            Transfer of interest or rights........................................................................................... 16


10.         Withdrawal from Agreement..................................................................................................... 17


11.         Relationship of Parties and Tax...................................................................................... 18


12.         Confidential Information............................................................................................... 20


13.         Force majeure................................................................................................................ 21


14.         Notices........................................................................................................................... 22


15.         Applicable law and arbitration....................................................................................... 23


16.         Term.............................................................................................................................. 24


17.         General provisions......................................................................................................... 24


18.         Definitions..................................................................................................................... 26


  


Schedule 1:  Royalties


Schedule 2:  Work Program and Budget for
Permit Years 5 and 6


Annex 1:      Accounting Procedure    












 

 


EP 468 Final
Earning Agreement 


(Amending and
Restating the Original EP 468 Earning Agreement)


Dated 31 May 2016


Parties


Officer Petroleum Pty Ltd (ACN 142 330 738)
of Level 10, 32 Martin Place, Sydney, 


New South Wales 2000 (Officer)


and


Nation Energy (Australia) Pty Ltd  (ACN
606 533 046) of RPO Box 60610, Granville Park,


Vancouver,
British Columbia V6H 4B9 (Nation) 


Background


A.               
Officer owns the Permit.


B.                
The Parties entered into the EP 468 Earning
Agreement dated 30 August 2015 (as amended by an Amendment dated 17 December
2015 and a Second Amendment dated 8 February 2016, the “Original Earning
Agreement”) allowing Officer to earn interests in the Permit and any Production
Licenses that might be earned covering certain Blocks in EP 468. The cash
consideration and share consideration required by this Original Earning
Agreement have not been paid, but the Parties wish to ratify and confirm the
Original Earning Agreement; enlarge the time allowed for payment and delivery
of the consideration; and, as more fully explained in the following recital,
amend, enlarge, restate and replace the Original Earning Agreement.  


C.                
Officer and Nation Energy Inc., a Wyoming
corporation (“Nation Wyoming”) which owns all the outstanding stock of Nation,
entered into an Option dated 30 August 2015 (as amended on 12 February 2016,
the “Option”) affording Nation Wyoming the right to purchase EP 468 and certain
other assets of Officer.  Nation Wyoming has decided to release and terminate
the Option, and wishes instead for Nation to amend the Original Earning Agreement
so that it covers the entire Permit Area. By this Agreement, the Parties set
forth their binding agreement concerning the Cash Consideration and Share
Consideration, the costs of Operations to be borne by Nation, and the interests
that may be earned by Nation in the Permit and any Production Licences issued
to Officer in the Permit Area.


Operative provisions


The Parties
hereby ratify and amend the Original Earning Agreement, expand it to cover the
Permit Area, and restate and replace it as follows:




 




 





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1.               
Defined terms





Clause 18 of this Agreement sets out
and explains the defined terms, or refers to the definitions of the terms, and
the rules of interpretation that apply.




2.               
Initial Consideration





2.1             
Cash Consideration


Upon execution of this Agreement, Nation will execute and deliver to
Officer’s corporate parent, Paltar Petroleum Limited (ACN 149 987 459) (Paltar),
its promissory note in the original principal amount of A$24,322,501, with
payment guaranteed by Nation Wyoming.  The principal amount reflects the total
cash consideration due under a total of seven earning agreements (six granted by
Paltar and one by Officer) of even date; the portion of the principal amount
allocated to this Agreement (the “Cash Consideration”) is A$769,143.  The
allocated amount comprises A$769,143 previously promised and accounted for as
consideration for the Original Earning Agreement, with no additional cash
consideration for the new rights being granted in the remaining Blocks in the
Permit Area.


2.2             
Share Consideration


Within seven
days after delivery to Nation Wyoming of Paltar’s
audited financial statements for the three most recent fiscal years, together
with such additional fiscal period financial statements as may be required for
reporting by Nation Wyoming under applicable regulations of the United States Securities and Exchange Commission, Nation
Wyoming will issue 900 million of its common shares to Paltar, subject to the
same restrictions on the transfer of such shares as set forth in the third
restated letter agreement dated 30 August 2015, as subsequently amended.  Such
shares reflect the total share consideration due under all seven earning
agreements referred to in clause 2.1; the portion allocated to this Agreement
(the “Share Consideration”) is 128,571,430 shares.  The allocated portion
comprises 85,714,290 shares previously promised and accounted for as
consideration for the Original Earning Agreement and 42,857,140 shares as
consideration for the new rights being granted in the remaining Blocks in the
Permit Area.


2.3             
Non-Refundable Consideration for Earning Rights


The Cash Consideration and Share
Consideration are non-refundable consideration for the right given Nation
hereunder to earn interests in any Production Licences that may be granted to
Officer covering any of the Permit Area.  




3.    
Farm-in and
Operator





3.1 
Nation Interest 


On Nation spending at least the Earning Amount in Expenditure on or
for the benefit of the Permit Area before the end of the Earning Period (Earning
Date), Nation, on giving notice to Officer verifying the amount of
Expenditure Nation has incurred: 


(a)               
acquires a beneficial interest, to the extent of
the Nation interest, in the Permit Area; and 





 





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(b)              
will have the right to be transferred the Nation
Interest in the Permit Area, in such manner and on such terms as do not
materially increase the obligations owed the Government in respect of the area
then covered by the Permit; and  


3.2 
Joint Venture Operating Agreement


On or as soon as practicable after the Earning Date the parties
shall enter into an exploration joint venture operating agreement in respect of
the Permit Area on terms customary for such an agreement in the Australian
petroleum industry and under which: 


(a)               
Officer holds the Officer Interest and Nation holds
the Nation Interest in the Permit Area;


(b)              
Officer is the operator of the joint venture; 


(c)               
Nation shall
contribute 100% of the actual Work Program Expenses
under the joint venture operating agreement; 


(d)              
Nation shall not be permitted to withdraw from
the joint venture operating agreement until the end of the fifth Permit Year; 


(e)               
the terms set out in clause 6.1 to 6.3
(inclusive) of this Agreement will be incorporated; 


(f)               
the terms of the Option in favour of Nation set
out clauses 5.3 to 5.7 (inclusive) will be incorporated and, in the event that
the Option is exercised by Nation with respect to a Production Licence, then
the Production Licence will not form part of the joint venture property under
the joint venture operating agreement from the date of exercise of the Option,
and 


(g)               
upon entry into the joint venture operating
agreement, the remaining effective clauses of this Agreement will immediately
terminate with respect to the Permit Area, subject to any and all accrued
rights and liabilities of the parties.


3.3 
Designation of Operator  


Officer is hereby designated as Operator, and agrees to act as such
in accordance with this Agreement. 


3.4 
Rights and Duties of Operator


(a)               
Officer shall have all of the rights, functions
and duties of Operator under this Agreement and will have exclusive charge of
and shall conduct all Operations on the Permit Area under the overall direction
of the Operating Committee.  Officer may employ independent contractors and
agents, including Related Bodies Corporate of
Officer, in such Operations.


(b)              
Officer warrants
and represents to Nation that the Permit and Officer’s interest in the Permit is in
good standing and is not subject to any breach, default or other circumstance
that will or may result in the Permit being surrendered
or cancelled or becoming subject to any Encumbrance. Officer shall: 





 





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(i)                
without limiting clause 5.1(c) and subject to
applicable Government requirements, ensure that each Work Program and Budget
consists of work to be performed on or for the benefit of the Permit Area; 


(ii)              
not grant, create or allow the grant or
creation of any Encumbrance over Officer’s interest in the Permit without the
prior written consent of Nation; 


(iii)            
not sell, transfer, assign or otherwise dispose
of Officer’s interest in the Permit or part with possession of the Permit
without the prior written consent of Nation; 


(iv)            
immediately notify Nation of any act, event,
circumstance, correspondence, notice or other information (in any form and from
whatever source) that may cause, or is relevant to, Officer’s interest in the
Permit becoming the subject of an Encumbrance or being surrendered or
cancelled; and  


(v)              
take all steps as are necessary or appropriate to ensure that the
application for, grant and transfer or issue of a Production Licence to Nation
occurs as soon as practicable following a decision by Nation under clause
6.1(b).   


(c)               
In the conduct of Operations, Officer shall:


(i)                
perform Operations in accordance with the
provisions of the Permit, the Laws, this Agreement and the decisions of the
Operating Committee;


(ii)              
conduct all Operations in a diligent, safe and
efficient manner in accordance with good and prudent oil field practices and
field conservation principles generally followed by the international petroleum
industry under similar circumstances;


(iii)            
prepare and submit to the Operating Committee
the proposed Work Programs and Budgets as provided in clause 5;


(iv)            
acquire all permits, consents, approvals,
surface or other rights that may be required for the conduct of Operations;


(v)              
permit Nation’s representatives to have at all
reasonable times and at their own risk and expense reasonable access to the
Operations with the right to observe all such Operations;


(vi)            
pay to the Government within the periods and in
the manner prescribed by the Laws, all periodic payments, taxes, fees and other
amounts pertaining to Operations, but excluding any taxes measured by the
incomes of the Parties;


(vii)          
carry out the obligations of Officer pursuant
to the Permit, including, but not limited to, preparing and furnishing such
reports, records and information as may be required pursuant to the Petroleum
Act;


(viii)        
have, in accordance with the decisions of the
Operating Committee, the exclusive right and obligation to represent the
Parties in all dealings with the Government with respect to matters arising
under Operations;





 





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(ix)            
act as the Parties’ representative in respect
of Native Title Rights and aboriginal heritage issues, negotiate and enter into
agreements with the parties to Native Title Claims, and in all other respects
deal with issues of this kind as and when they arise, including the recognition
of Native Title Rights and the settlement of Native Title Claims;


(x)              
in case of an emergency (including a significant
fire, explosion, petroleum release, or sabotage; incident involving loss of life, serious injury to an employee, contractor,
or third party, or serious property damage; strikes and riots; or evacuations
of Officer personnel): (i) take all necessary and proper measures for the
protection of life, health, the environment and property; and (ii) as soon as
reasonably practicable, notify Nation of the details of such emergency and any
measures it has taken or plans to take in response; and 


(xi)            
do all other acts and things that are
reasonably necessary or desirable to fulfil its functions or are incidental to
the above powers and duties.


3.5 
Officer Personnel


(a)               
Officer shall engage or retain such employees,
contractors, consultants and agents as are reasonably necessary to conduct
Operations. 


(b)              
Subject to the Laws and this Agreement, Officer
will determine the number of employees, contractors, consultants and agents,
the selection of such persons, their hours of work, and the compensation to be
paid to all such persons in connection with Operations.


3.6 
Information Supplied by Officer


(a)               
Officer shall provide Nation with the following
data and reports from the Operations:


(i)                
copies of all logs or surveys;


(ii)              
daily drilling reports;


(iii)            
copies of all tests and core data and analysis
reports;


(iv)            
final well report;


(v)              
copies of the final geological and geophysical
maps, seismic sections and shot point location maps and reports;


(vi)            
engineering studies, development schedules and
annual progress reports on development projects;


(vii)          
field and well performance reports, including
reservoir studies and reserve estimates; and


(viii)        
copies of all reports relating to Operations
furnished by Officer to a Government.





 





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(b)              
Officer shall provide Nation such additional
information as Nation may reasonably request in writing, provided that Nation
must pay the costs of preparing such information and the preparation of such
information must not unduly burden Officer’s administrative and technical
personnel.  


(c)               
Officer shall give
Nation access at all reasonable times during normal business hours to all data
and reports acquired in the conduct of Operations. 
Nation may make copies of such other data at its sole expense.


3.7 
Settlement of Claims and Lawsuits


(a)               
Officer shall
promptly notify Nation of any and all claims or suits which arise out of
Operations or relate in any way to Operations.  Officer
shall represent Nation and defend or oppose the claim or suit. Officer may in
its sole discretion compromise or settle any such
claim or suit or any related series of claims or suits for an amount not to
exceed the equivalent of $250,000,
exclusive of legal fees.  Officer shall seek guidance from the Operating
Committee on amounts in excess of the
above-stated amount.  Nation shall have the right to be represented by its own counsel
at its own expense in the settlement, compromise or defence of such claims or
suits.


(b)              
Nation shall promptly notify Officer of any
claim made against Nation by a third party which arises out of or may affect
the Operations.


3.8 
Limitation on Liability of Officer


(a)               
Except as set out in clause 3.8(c), neither
Officer nor any other Indemnitee (as defined below) shall bear any damage, loss, cost, expense or liability
resulting from performing (or failing
to perform) the duties and functions of Operator, and the Indemnitees are
hereby released from liability to
Nation for any and all damages, losses, costs, expenses and liabilities arising
out of, incidental to or resulting from such performance or failure to perform,
even though caused in whole or in part by a
pre-existing defect, the negligence (whether sole, joint or concurrent), strict
liability or other legal fault of Officer (or any such Indemnitee).


(b)              
Except as set out in clause 3.8(c), Nation shall
defend and indemnify Officer and its Related
Bodies Corporate, and their respective employees, officers and directors (collectively, the Indemnitees), from any
and all damages, losses, costs, expenses (including reasonable legal
costs, expenses and attorneys' fees) and liabilities incidental to claims,
demands or causes of action brought by or
on behalf of any person or entity, which claims, demands or causes of action
arise out of, are incidental to or result from Operations, even though caused
in whole or in part by a pre-existing
defect, the negligence (whether sole, joint or concurrent), strict
liability or other legal fault of Officer (or any such Indemnitee). 


(c)               
Notwithstanding clauses 3.8(a) and 3.8(b), if
any Senior Supervisory Personnel of Officer or its Related Bodies Corporate
engage in Wilful Misconduct which proximately causes Nation to incur damages,
loss, cost, expense or liability for claims, demands or causes of action
referred to in clauses 3.8(a) or 3.8(b), then Officer shall be liable for such
damages, loss, cost, expense and liability.





 





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(d)              
Notwithstanding the foregoing, under no
circumstances shall Officer or any other Indemnitee ever bear any Consequential
Loss.  


(e)               
In the event that there is a change of Operator
then, from the date a new Operator is appointed, the new Operator shall have
the benefit of each of clause 3.8(a) – (d) as if the new Operator were named in
those clauses in place of Officer. 


3.9 
Insurance Obtained by Officer


(a)               
Officer shall maintain for such limits as it may
reasonably believe prudent any and all insurance it believes appropriate under
the circumstances, including:


(i)                
All insurance required by the Laws;  


(ii)              
Third party liability insurance covering liability
to third parties which may arise in connection with the Operations;


(iii)            
Cost of well control/redrilling and
recompletion expenses/seepage and contamination and pollution liability
insurance covering expenses incurred in regaining control of wells including
materials and services necessary to bring the wells under control and costs
expended to reinstate the well to the depth and condition which existed prior
to an insured occurrence; and


(iv)            
Workers compensation insurance.


(b)              
Officer shall, in respect of such insurance:


(i)                
use reasonable endeavours to procure or cause
to be procured such insurance prior to or concurrent with the commencement of
relevant operations and maintain or cause to be maintained such insurance
during the term of the relevant operations or any longer term required under
the Permit or the Laws;


(ii)              
promptly inform Nation when insurance is taken
out and at Nation’s request supply it with certificates of insurance or copies
of the relevant policies when they are issued; and


(iii)            
duly file all
claims and take all necessary and proper steps to collect any proceeds.


(c)               
Officer shall use
its reasonable endeavours to require all contractors (including sub‐contractors) performing work with respect to the Operations to:


(i)                
obtain and maintain all insurance required
under the Laws or any decision of the Operating Committee; and


(ii)              
provide Officer with certificates reflecting
such insurance prior to the commencement of their services.





 





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3.10         
Resignation


Subject to clause 3.12, Officer may resign as Operator at any time
by so notifying Nation at least 120 days before the effective date of such
resignation.


3.11         
Removal


(a)               
Officer shall resign immediately if it
dissolves, liquidates, is wound up, or otherwise terminates its existence.


(b)              
Subject to clause 3.12, Officer shall be removed
upon receipt of notice from any Party if: 


(i)                
Officer becomes insolvent, bankrupt or makes an
assignment for the benefit of creditors; or


(ii)              
a receiver or receiver and manager is appointed
for a majority (by value) of Officer's assets.


(c)               
Subject to clause 3.12, Officer may be removed
by written notice from Nation if Officer
has committed a material breach of this Agreement and has either failed to
commence to cure that breach within
30 days after receipt of a Notice from Nation detailing the alleged breach or failed to diligently pursue the cure to
completion.  


3.12         
Appointment of Successor


When a change of Operator occurs pursuant to clause 3.10 or clause
3.11:


(a)                                 
the Operating Committee shall meet as soon as
possible to elect a successor Operator; provided, however, that if Officer has
been removed or is deemed to have resigned and either fails to vote or votes
only to succeed itself, then the successor Operator shall be elected by the
affirmative vote of Nation alone. 


(b)              
if Officer disputes commission of or failure to
rectify a material breach alleged pursuant to clause 3.11(c) and proceedings
are initiated pursuant to clause 15.2, Officer shall continue as Operator and
no successor Operator may be appointed
pending the conclusion or abandonment of such proceedings;


(c)               
Officer, if it resigns or is removed as
Operator, shall be compensated out of the Operating Account for its reasonable
expenses related to its resignation or removal;


(d)              
Officer, if it resigns or is removed as
Operator, and the successor Operator shall arrange for the taking of an inventory of all Property and an audit of the books
and records relating to Operations, the cost of which shall be charged
to the Operating Account;


(e)               
the resignation or removal of Officer as
Operator and its replacement by the successor Operator shall not become
effective prior to receipt of any necessary Government approvals; and


(f)               
upon the effective date of the resignation or
removal, the successor Operator shall succeed to all duties, rights and authority prescribed for Operator.  Officer shall
transfer to the successor Operator custody of all Property, books of
account, records and other documents maintained by
Operator pertaining to the Permit Area and to Operations.  Upon delivery of the
above-described property and data, Officer shall be released and discharged
from all obligations and liabilities as
Operator accruing after such date, except to the extent such liabilities relate
to facts, matters or circumstances which occurred prior to such date.



 





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3.13         
Commingling of Funds


Officer may commingle with its own funds the monies which it
receives from or for the Operating Account pursuant to this Agreement.    


3.14         
Delegation


Operator may delegate all or part of its rights or responsibilities
as Operator under this agreement to a Related Body Corporate.  Any such delegation shall not relieve Operator
of its obligations and liabilities under this Agreement.




4.               
Operating
Committee





4.1 
Establishment of Operating Committee


An Operating Committee composed of
representatives of each Party shall provide overall supervision and
guidance to Officer concerning the direction of Operations.  Each Party shall appoint one representative and two alternates to serve on the Operating
Committee.  Each Party shall as soon as possible after the date of this Agreement give notice in writing to the
other Party of the name and address of
its representative, its first alternate and its second alternate serving on the
Operating Committee.  Each Party shall have the right to change its
representative and alternate representatives at any time by giving Notice to
such effect to the other Party.


4.2 
Authority to Vote


The representative of a Party, or in his absence the alternate
representative, shall be authorised to represent
such Party with respect to any matter which is within the power of the
Operating Committee and is properly brought before the Operating
Committee. Each such representative shall have one vote on matters coming before the Operating Committee. 
Alternate representatives may attend
Operating Committee meetings, but shall have no vote at such meetings except in the absence of the representative for
whom they are the alternate.  In addition to the representative and alternate representatives, each Party may also
bring to any Operating Committee meetings such technical and other advisers as it may deem appropriate.  The technical
and other advisers shall be given the opportunity to present data and
voice opinions on behalf of a Party, but may not vote.


4.3 
Subcommittees


The Operating Committee may establish such advisory subcommittees,
including technical and commercial subcommittees, as the Operating Committee may deem appropriate.  





 





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4.4 
Notice of Meeting


(a)               
Either Party may call a meeting of the Operating
Committee by giving Notice to the other Party at least 15 days in advance of
such meeting.


(b)              
Notice periods above may be waived with
unanimous consent of all Parties.


(c)               
The day the Notice was delivered and the date
the meeting is to be held shall not be included in calculating the Notice
period.


(d)              
Notwithstanding the
above, Nation agrees that if there is an operational issue involving an urgent
operational matter, then Nation shall be deemed to have
waived the above notice period so that the Operating
Committee may make a decision within 48 hours, as contemplated by clause 4.11(a)(i).


4.5 
Contents of Meeting Notice


(a)               
Each Notice of a meeting of the Operating
Committee shall contain: 


(i)                
the date, time and location of the meeting; 


(ii)              
an agenda of the matters and proposals to be
considered and/or voted upon; and


(iii)            
copies of all proposals to be considered at the
meeting.


(b)              
A Party receiving Notice may, by Notice to the
other Party given not less than seven days before a meeting, may add additional
matters to the meeting agenda.


(c)               
With the unanimous consent of all Parties, the
Operating Committee may consider at a meeting a proposal not contained in such
meeting agenda.


4.6 
Location of Meetings


All meetings of the Operating Committee shall be held in Sydney, New
South Wales, or elsewhere as may be decided unanimously by the Operating
Committee.


4.7 
Operator's Duties for Meetings


(a)               
With respect to meetings of the Operating
Committee and any subcommittee, Officer's duties shall include, but not be
limited to:


(i)                
conduct of the meeting; and


(ii)              
preparation of a written record or minutes of
each meeting.


(b)              
Officer shall have the right to appoint the
chairman of the Operating Committee and all subcommittees.





 





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4.8 
Voting Procedure


Except as otherwise expressly provided in this Agreement in respect
of certain specific matters, all decisions, approvals and other actions of the
Operating Committee on all proposals coming before it shall be decided by
Officer alone.   


4.9 
Record of Votes


The chairman of the Operating Committee shall appoint a secretary
who shall make a record of each proposal
voted on and the results of such voting at each Operating Committee meeting. 
Each representative shall sign and be provided a copy of such record at
the end of such meeting and it shall be considered the final record of the
decisions of the Operating Committee.


4.10         
Minutes


The secretary shall provide each Party with a copy of the minutes of
the Operating Committee meeting within 21 days after the end of the meeting.  Each
Party shall have 14 days after receipt
of such minutes to give notice of its objections to the minutes to the
secretary. A failure to give notice
specifying objection to such minutes within said 14 day period shall be deemed to be approval of such minutes.
In any event, the votes recorded under clause 4.9 shall take precedence
over the minutes described above.


4.11         
Voting by Notice


(a)               
In lieu of a meeting, any Party may submit any
proposal to the Operating Committee for a vote by Notice.  The proposing Party shall notify Operator who shall give each
representative notice describing the
proposal so submitted and whether Officer considers such operational matter an
urgent operational matter.  Each Party shall communicate its vote by Notice to
Officer and any other Party within
one of the following appropriate time periods after receipt of Operator's
notice:


(i)                
48 hours in the case of urgent operational
matters;


(ii)              
14 days in the case of all other proposals.


(b)              
Except in the case of clause 4.11(a)(i), Nation
may by Notice delivered to Officer within five days after receipt of Officer's
notice request that the proposal be decided
at a meeting rather than by notice. In such an event, that proposal shall be
decided at a meeting duly called for that purpose.


(c)               
Except as provided in clause 10.1(a), a Party
failing to communicate its vote in a timely manner shall be deemed to have
voted against such proposal.


(d)              
If a meeting is not requested, then at the
expiration of the appropriate time period, Officer shall give Nation a
confirmation notice stating the tabulation and results of the vote.









 





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5.               
Work Programs
and Budgets; Production
Licence Option 





5.1             
Agreed Permit Work Programs and Budgets


(a)               
The Work Program and Budget detailing the
Operations to be performed in respect of the Permit for the fifth and sixth
Permit Years is attached as Schedule 2.  


(b)              
On or before the
first day of June of each year beginning 2017 and continuing each year
thereafter, Operator shall deliver to Nation a proposed Work Program and Budget
detailing the Operations to be performed in respect of the Permit for the
following Permit Year. Within 21 days after such delivery, the Operating
Committee shall meet to consider and endeavour to agree the Work Program and
Budget; failing agreement, the proposed Work Program
and Budget reasonably estimated to cost the least will conclusively be deemed
adopted, so long as such proposed Work Program and Budget will satisfy all of
the Minimum Work Obligations of that Permit Year.   


(c)               
Any approved Work Program and Budget may be
revised by the Operating Committee from time to time. To the extent such
revisions are approved by the Operating Committee, the Work Program and Budget
will be amended accordingly.


5.2             
Funding of
Work Program Expenses


(a)               
Nation agrees to
contribute 100% of the actual Work Program Expenses.   


(b)              
Nation must pay all Work Program Expenses as
follows:


(i)                
As soon as practicable after Nation has such
funds conveniently available,  Nation will deliver to Officer the full amount
of the Work Program and Budget costs incurred for the fourth Permit Year, together with the Work
Program and Budget costs estimated for the fifth Permit Year, as shown in Schedule 2; 


(ii)              
Estimated Work
Program Expenses for the sixth
and subsequent years will
be delivered by Nation to Officer quarterly in advance, based on anticipated cash
requirements; and 


(iii)            
Required amounts in addition to estimated amounts
will be delivered by Nation to Officer in accordance with the cash call
procedures set forth in clause 1.6 of the Accounting Procedure.


5.3 
Grant of Option


If, after the Earning Date, Nation acquires an undivided 25%
interest in a Production Licence pursuant to clause 6.2(a) (the Acquisition
Date), Officer shall grant to Nation, in exchange for $100 and other good
and valuable consideration, the sole and exclusive option (Option) to
purchase at any time during the period commencing on the Acquisition Date and ending ninety (90) days later (the Option
Period) the Officer Interest in that Production Licence free from
Encumbrances, other than those referred to in clause 5.5(b). 





 





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5.4  Exercise of Option


The Option may be exercised by Nation at any time during the Option
Period by giving notice in writing to Officer specifying that the Option has
been exercised.  


5.5 
Transfer 


(a)               
As soon as practicable after the exercise of the
Option in accordance with clause 5.4, Officer will
deliver to Nation registrable transfer forms of Officer’s entire interest in
the Production Licence, except for the payment of stamp duty and registration
fees.  Nation will lodge the transfer forms, together with a notice appointing
Nation or its designee as Operator of the Production Licence, with the
Government for approval and registration, as required under the Petroleum Act,
and promptly thereafter Nation shall deliver to Officer the duly executed
transfer forms and pay the stamp duty and registration fees in the amounts
determined by the Government. 


(b)              
Upon the effective
transfer of Officer’s entire interest in the Production Licence, Nation shall
assume all the obligations (and be assigned all the
benefits) of:


(i)                  
the Exploration Agreements that
relate to the Production Licence; and


(ii)                
the royalty burdens as
set forth in Schedule 1 and as provided in clause 5.6(a),


and Officer shall execute all such
agreements (including any deeds of assignment and assumption) as
reasonably required by Nation and the
counterparties to the above agreements to perfect the assumption of such obligations and the
assignment of any benefits and the
release of Officer. 


(c)               
Upon the transfer of a Production Licence
pursuant to this clause 5.5, this Agreement will cease to apply to the portion of
the Permit Area covered by that Production Licence.


5.6 
Consideration 


(a)               
In consideration for the transfer of the Officer
Interest to Nation, upon exercise of the Option, Officer shall be entitled to
an overriding royalty (not subject to proportionate reduction) with respect to
all petroleum produced from the portion of the Permit Area covered by
the Production Licence equal to the difference between 25% and
the sum of the existing royalty burdens shown in Schedule 1, such that the
revenue interest of Nation in such production of petroleum, after giving
effect to all of the royalty burdens described in Schedule 1, will be exactly
75%, and with the understanding that if a royalty burden set forth in Schedule
1 later increases in accordance with its terms, the additional overriding
royalty in favor of Officer will be correspondingly decreased, so that Nation’s
revenue interest will remain constant at 75%.


(b)              
Officer and Nation will, as soon as practicable
after the exercise of the Option, enter into an overriding royalty agreement
under which Officer holds the overriding royalty described in this clause and
which more fulsomely sets out the terms of the royalty based on terms standard
for such an agreement in the Australian petroleum industry.  





 





14


 





5.7  Lapse of Option


In the event that the Option is not exercised within the Option
Period then the Option will lapse and the parties shall use their best
endeavours to enter a production joint venture operating agreement in respect
of such Production Licence under which:


(a)               
Officer holds the Officer Interest and Nation
holds the Nation Interest in the Production Licence; and


(b)              
Nation is the operator of the joint venture; and


which is otherwise on terms standard for the Australian petroleum
industry (including provisions for dilution of interests).




6.               
Production
Licenses





6.1             
Decision to Apply


(a)               
If a Discovery is made in the Permit Area,
Officer shall deliver any Discovery notice required under the Petroleum Act and
shall as soon as possible submit to the Operating Committee a report containing
available details concerning the Discovery and Operator’s recommendation as to
whether a Production Licence should be sought.  


(b)              
The
Operating Committee decision whether to apply to the Government for a
Production Licence shall be decided by Nation alone. 


6.2             
Production Licence Granted 


(a)               
Officer acknowledges and agrees that, following
the Earning Date, if a Production Licence is applied for and issued in respect
of any area under the Permit Area in accordance with the terms of this
Agreement, (i) Officer’s undivided interest in such Production Licence will be
equal to 75%, subject to the Option granted hereunder pursuant to clause 5.3,
and Nation’s undivided interest in such Production Licence will be equal to
25%.


(b)              
Upon the issue of a Production Licence, Officer
will be deemed to have resigned as Operator with respect to the Permit Area
covered by the Production Licence. 


(c)               
Upon the issue of a Production Licence to Nation
pursuant to this clause 6.2, each clause of this Agreement, other than clauses
5.3 through 5.7. will cease to apply to the Permit Area covered by that
Production Licence.


6.3             
Production Licence Not Granted


(a)               
If the Operating Committee decides not to apply
for a Production Licence or, having applied for a Production Licence, the
application is denied, the Operating Committee shall meet to determine whether
the Discovery merits appraisal.


(b)              
If the Operating Committee determines that the
Discovery merits appraisal, Officer shall deliver to the Operating Committee
within 60 days after the determination a proposed 



 





15


 





Work
Program and Budget for appraisal of the Discovery.  Within thirty 30 days after
delivery, or earlier if necessary to meet any applicable deadline under the
Petroleum Act, the Operating Committee shall meet to consider or modify such
Work Program and Budget, with Nation having the sole power to approve, reject
or modify the proposal.  




7.               
Default





7.1             
Default and Notice


Nation
will be in default under this Agreement if it fails to contribute any portion
of the Work Program Expenses when due under clause 5.2(b).  Officer shall
promptly provide Nation written notice of such default. 


7.2             
Immediate Consequences 


From the
date the default notice is given by Officer until the time all defaults under
clause 7.1 have been remedied, Nation shall have no right to:


(i)                
call or attend Operating Committee or subcommittee meetings;


(ii)              
vote on any matter coming before the
Operating Committee or any subcommittee; or 


(iii)            
access any data or information relating to any
operations under this Agreement.


Any
matter which is to be decided by Nation alone under this Agreement shall
instead be decided by Officer.  


7.3             
Remedies


(a)              
If the Nation default relates to a failure to
pay the Work Program Expenses incurred for the fourth Permit Year or to
contribute the Work Program Expenses for the fifth or sixth Permit Years, and
if Nation fails to remedy such default within 30 days following Officer’s
notice, then Nation, upon the written request of Officer, shall surrender its
entire interest in this Agreement to Officer, free of all Encumbrances arising
by, through or under Nation, and shall execute a written surrender instrument
in such form as reasonably may be requested by Officer.  As a result of such
surrender, Nation shall have no right ever to receive any interest whatsoever
in the Permit or Permit Area and no right ever to recover any amounts it
previously expended or contributed, whether under this Agreement, in quantum
meruit, or under any other legal or equitable principle.  


(b)              
If the Nation default relates to a failure to
contribute a portion of the Work Program Expenses for the seventh or subsequent
Permit Years, and if Nation fails to remedy such default within 30 days
following Officer’s notice, then Officer may, but is not obligated to, purchase
Nation’s entire interest under this Agreement for 90% of the fair market value
of such interest, less the amount in default. If Officer wishes to undertake
this purchase, it will notify Nation of its desire and of the fair market
value, and Nation shall have seven days after receipt
of this notice either to notify Officer that it accepts Officer’s statement of
the fair market value, or that it requires an independent determination of the
fair market value.  If it does not notify Officer, it will be deemed to have
accepted 



 





16


 





Officer’s statement of the fair market value.
In either event, Nation will conclusively be deemed to have sold its rights
under this Agreement to Officer effective as of the date Officer sends notice
of its desire to purchase the interest and of the fair market value.


If Nation timely requests independent determination of the fair
market value, the Chairman of
the Australian Petroleum Production & Exploration Association Limited shall
be asked by either Party to appoint an expert to make the determination. The
expert so appointed shall have exclusive power to establish the venue and
timing of, and the procedural rules governing, the determination of fair market
value.  Each Party shall bear its own costs and attorney’s fees in connection
with the determination, although all fees, costs and expenses of the expert
shall be borne solely by Nation. 


7.4             
No Right of Set Off


Nation
acknowledges that a fundamental principle of this Agreement is that it pay the
Work Program Expenses under this Agreement as and when required. Accordingly, Nation waives any right to raise by way of set off or to invoke as a defence
any claim it may have against Officer, whether under this Agreement or
otherwise, so as to reduce or avoid its obligation timely to contribute
required Work Program Expenses.  


7.5             
Without Prejudice


Officer may exercise its rights, remedies or powers under
this clause 7 or otherwise at law or in equity, concurrently, individually
or cumulatively.


7.6             
No penalty


The
remedies in this clause 7 have been selected by the Parties in light of their recognition
that Officer is not anticipated to have the funds necessary to pay Work Program
Expenses for the fifth and sixth Permit Years, so that the Permit likely will
be lost in its entirety if Nation fails to make the contributions promised for
those years.  In the years thereafter, the Parties recognize that Officer may
be able to go forward with others based upon prior work results, but only if it
can obtain the interest previously held by Nation.  Nation agrees that the
remedies conferred by this clause 7 do not constitute a penalty or an
unreasonable forfeiture and are necessary to ensure the maintenance of the
Permit in good standing. Nation acknowledges that it is essential to the
viability of the Permit that Nation comply with its financial obligations in a
timely manner, and that assumption by Officer of the obligations of Nation
under this Agreement is good and valuable consideration for the exercise by
Officer of its rights to acquire Nation’s interest in this Agreement under this
clause 7.


 




8.               
Relinquishments and renewals





8.1             
Relinquishment


If the Petroleum Act or the
Permit requires Officer to relinquish any portion of the Permit Area, Officer
will consult with Nation before selecting the portion to be relinquished; the
final decision concerning the relinquishment area will, however, be made by
Officer alone.  


 



 





17


 





8.2             
Extension of the Term


Decisions to
renew the Permit will be made by the Operating Committee, although the Operating Committee decision
whether to renew shall be decided by Nation alone. If the
Operating Committee decides to renew, Nation will be bound by the renewal work
program and all other consequences of the renewal; if the Operating Committee
decides not to renew, Officer may renew the Permit for its own account, and
this Agreement will automatically terminate upon such renewal.


8.3             
Surrender of Permit or Licence


If
Officer wishes voluntarily to surrender the entire Permit, such surrender shall
require the specific agreement of Nation.




9.               
Transfer of interest or rights





9.1             
Obligations


If a Transfer subject to this clause 9
occurs without satisfaction (in all material respects) by the transferor of the
requirements hereof, then the other Party shall be entitled to enforce specific
performance of the terms of this clause 9, in addition to any other remedies
(including damages) to which it may be entitled.  Each Party agrees that
monetary damages alone would not be an adequate remedy for the breach of any
Party's obligations under this clause 9.


9.2             
Transfer


(a)               
Except in the
case of a Party transferring all of its interest under this Agreement, no
Transfer shall be made by any Party which results in the transferor or the
transferee holding an interest under this Agreement of less than ten percent (10%) of its original interest
under this Agreement.


(b)              
Both the transferee, and, notwithstanding the
Transfer, the transferring Party, shall be liable to the other Parties for the
transferring Party’s share of any obligations (financial or otherwise) which
have vested, matured or accrued under the provisions of this Agreement prior to
such Transfer, including any obligation to contribute Work Program Expenses.  


(c)               
A transferee shall have no rights under this
Agreement unless and until:


(i)                
it expressly undertakes in an instrument
reasonably satisfactory to the other Party to perform the obligations of the
transferor under this Agreement in respect of the interest being transferred;
and


(ii)              
except in the case of a Transfer to a Related
Body Corporate, the other Party has consented in writing to such Transfer,
which consent shall be denied only if the transferee fails to establish to the
reasonable satisfaction of the other Party its financial capability to perform
its obligations under this Agreement.


No consent shall be required under clause 9.2(c)(ii) for a Transfer to a
Related Body Corporate.  


 



 





18


 





(d)              
Nothing contained in this clause 9 shall prevent
a Party from Encumbering its interest under this Agreement to a third party for
the purpose of security relating to finance, provided that:


(i)                
the Party shall remain
liable for all obligations relating to such interest;


(ii)              
the Encumbrance shall be expressly subordinated to the rights of the other Party to this Agreement; and


(iii)            
the Party shall ensure that any Encumbrance is
expressly without prejudice to the provisions of this Agreement.




10.          
Withdrawal from Agreement





10.1         
Right of Withdrawal


(a)               
Nation may not voluntarily withdraw from this
Agreement before the close of the sixth Permit Year.  


(b)              
Subject to the provisions of this clause 10, Nation
may withdraw from this Agreement at any time after the sixth Permit Year by
providing written notice to Officer at least 90 days prior to the effective
date of the withdrawal.  Such Notice shall be unconditional and irrevocable
when given and, on the effective date of the withdrawal, this Agreement shall
terminate.


(c)               
Nation may not withdraw from this Agreement if
its interest in the Agreement is subject to any charge, lien, mortgage, pledge,
or other Encumbrance, unless Officer is willing to accept the assignment reflecting
the withdrawal subject to all such encumbrances and any necessary consents are
obtained from the holder of such Encumbrance.   


10.2         
Obligations and Liabilities of Nation upon Withdrawal


Nation
shall, following its notification of withdrawal, remain liable only for its share of the following:


(i)                
all Work Program Expenses coming due before the effective
date of the withdrawal;


(ii)              
all costs and expenses associated with a fire,
blow out, loss of well control, act of sabotage or vandalism, or other
emergency occurring prior to the effective date
of the withdrawal, without regard to when such costs are actually incurred;
and


(iii)            
all other obligations and liabilities of Nation
with respect to acts or omissions under this Agreement prior to the effective
date of the withdrawal for which Nation
would have been liable, had it not withdrawn from this Agreement.









 





19


 





11.          
Relationship of Parties and Tax





11.1         
Relationship of Parties


The
rights, duties, obligations and liabilities of the Parties under this Agreement
shall be several, not joint or joint and several.  It is not the intention of
the Parties to create, nor shall this Agreement be deemed or construed to
create a mining or other partnership or association or (except as explicitly
provided in this Agreement) a trust.  This Agreement shall not be deemed or
construed to authorise any Party to act as an agent,
servant or employee for any other Party for any purpose whatsoever except as
explicitly set forth in this
Agreement. In their relations with each other under this Agreement, the Parties
shall not be considered fiduciaries
except as expressly provided in this Agreement.


11.2         
Tax


Each Party shall be responsible for reporting and
discharging its own royalty and tax measured by the profit
or income of the Party under this Agreement.  Each Party shall protect, defend
and indemnify each other Party from any and
all loss, cost or liability arising from the indemnifying Party's failure to
report and discharge such royalties
and taxes.  The Parties intend that all income and all tax benefits (including,
but not limited to, deductions, depreciation, credits and capitalisation) with
respect to the expenditures made by the Parties hereunder will be
allocated by the relevant tax authorities to the Parties based on the share of
each tax item actually received or borne by each Party.  If such allocation is not accomplished due to the application of the
laws and regulations of the Government or other Government action, the
Parties shall attempt to adopt mutually agreeable arrangements that will allow
the Parties to achieve the financial results intended.  Officer shall provide
each Party, in a timely manner and at such Party's sole expense, with such information with
respect to Operations as such Party may reasonably request for preparation of its tax returns or
responding to any audit or other tax proceeding.


11.3         
United States Tax Election


(a)               
For United Stated Federal Income Tax Purposes,
each U.S. Party hereby elects to be excluded from the application of all the
provisions of Subchapter K, Chapter 1, Subtitle A, of the United States
Internal Revenue Code of 1986, as permitted by Section 761 of said Code and the
Regulations promulgated thereunder.


(b)              
Should there be any requirement that each U.S.
Party evidence this election, each Party agrees to execute such documents and
furnish such other evidence as may be required by the United States Internal
Revenue Service or may otherwise be necessary. Each Party further agrees not to
give any notices or take any other action inconsistent with the election made
hereby.


(c)               
If any further income tax law of the United
States contains provisions similar to those contained in said Subchapter K,
under which an election similar to that provided by Section 761 is permitted,
each U.S. Party agrees to make such elections as may be permitted by such laws.
In making this election, each U.S. Party affirms that the income derived by it
from the operations under this Agreement can be adequately determined without
the computation of partnership taxable income.


 



 





20


 





(d)              
Unless approved by every U.S. Party, no activity
shall be conducted under this Agreement that would cause any Non-U.S. Party to
be deemed to be engaged in a trade or business within the United States under
United States income tax laws or regulations.


(e)               
Nothing in this Agreement shall be interpreted
to require any Party to do or execute any document that might subject it or its
income or property to United States taxation or to render liable to United
States taxation any Party which prior to entering into this Agreement was not
subject to United States taxation.


(f)               
For the purposes of this clause 11.3, “U.S. Party” shall
mean any Party that is subject to the income tax law of the United States in
respect with operations under this Agreement.  “Non-U.S. Party”
shall mean any Party that is not subject to such income tax law. 


11.4         
Goods and Services Tax


(a)               
Unless otherwise stated, all consideration
specified in this Agreement does not include goods and services tax (GST)
under the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth) (GST
Act).


(b)              
If and to the extent that a supply under this
Agreement is subject to GST, the recipient must pay to the supplier an
additional amount equal to the amount of GST payable on that supply (GST
Amount).


(c)               
The GST Amount is payable at the same time as
the GST exclusive consideration for the supply is payable or to be provided. 
However, the GST Amount need not be paid until the supplier provides a Tax
Invoice to the recipient.


(d)              
If the GST Amount differs from the amount of GST
payable by the supplier, the GST Amount must be adjusted.


(e)               
If a party is entitled to be reimbursed or
indemnified under this agreement, the amount to be reimbursed or indemnified
must be reduced by any amount for which the Participant is entitled to an Input
Tax Credit (as defined in the GST Act) for the acquisition to which that
reimbursement of indemnification relates.




12.          
Confidential Information





12.1         
Disclosure of Confidential Information


Nation
may not disclose Confidential Information to any person except:


(i)                
with the
written consent of Officer;


(ii)              
if Nation is required to do so by law, a Government
or a stock exchange;


(iii)            
if Nation is required to do so in connection
with legal proceedings relating to this Agreement;


 



 





21


 





(iv)            
to a transferee or potential transferee (or its
advisers) of the whole or any part of Nation’s interest under this Agreement who gives an
appropriate confidentiality undertaking to Nation
for the benefit of Officer; or


(v)              
in connection with,
or in contemplation of, a listing on a stock exchange. 


12.2         
Disclosure by recipient of Confidential
Information


If
Nation discloses Confidential Information under clause 12.1, it must use all reasonable endeavours to ensure that persons
receiving Confidential Information do not disclose the information except in
the circumstances permitted in that clause.


12.3         
Use of Confidential Information


Nation
may not use Confidential Information except for the purpose of exercising its
rights or performing its obligations under this Agreement.


12.4         
Prior notification of disclosure to stock
exchange


If Nation is required or wishes to
disclose Confidential Information in accordance with clause 12.1(ii) or clause
12.1(iii), it must notify Officer of the proposed disclosure as far in advance
as practicable.


12.5         
Return of
Confidential Information


Nation must, upon the request of Officer,
immediately deliver to Officer all documents or other materials containing or
referring to the Confidential Information which are in its possession, power or control or in the possession,
power or control of persons who received
Confidential Information from it under clause 12.1(i) or 12.1(iv).


12.6         
Retention of
Confidential Information


Despite clause 12.5, Nation may retain
one single copy only of the documents or
other materials referred to in that clause provided that the Party continues to comply with all other obligations set
out in this clause 12 in respect of any retained copies.


12.7         
Obligations Continue


The rights
and obligations of a Party under this clause 12 with respect to confidentiality will continue to apply to that Party
even after this Agreement terminates.  




13.          
Force majeure





13.1         
Force Majeure


If, as a
result of an event of Force Majeure, a Party becomes unable, wholly or in part,
to perform any of its obligations under this Agreement:


 



 





22


 





(a)               
that Party shall give the other Party notice of
the event of Force Majeure with reasonably full particulars and, insofar as is
known to it, the probable extent to which it will be unable to perform or be
delayed in performing its obligations;


(b)              
on giving the notice of the event of Force
Majeure, that obligation, other than an obligation to pay money, is suspended but only so far as and for so long as it is affected by the
Force Majeure; and


(c)               
the Party affected by the event of Force Majeure
must continue to maintain, or ensure that Officer maintains, the Permit in good
condition.


13.2         
Labour disputes and Native Title matters


The
obligation to use reasonable diligence to overcome or remove the effect of event
of Force Majeure does not require the affected Party to:


(a)               
settle any strike, or other labour dispute on
terms contrary to its wishes;


(b)              
contest the validity or enforceability of any
Laws; or


(c)               
settle any Native Title Claim or enter into any
agreement with respect to Native Title Rights,


(d)              
on terms not reasonably acceptable to it solely
for the purpose of removing the event of Force Majeure.


13.3         
Resumption


The
obligation of the affected Party to perform its obligations resumes as soon as
it is no longer affected by the Force Majeure event.




14.          
Notices





14.1         
Form of Notice


(a)               
Unless expressly stated otherwise in this Agreement,
any notice, certificate, consent, approval, waiver or other communication in connection
with this Agreement (Notice) must be in writing or given by electronic
transmission, signed by an authorised officer of the sender and marked for the
attention of the person identified in clause 14.3 or, if the recipient has
notified otherwise, then marked for attention in the last way notified.


14.2         
When Notices are taken to have been given and
received


(a)               
A Notice is regarded as given and received: 


(i)                
if delivered by hand, when delivered;


(ii)              
if sent by pre-paid post from an address in
Australia to an address in Australia, three days after posting;


 



 





23


 





(iii)            
if sent by pre-paid post from or to an address
outside Australia, ten days after posting;


(iv)            
if given by fax, when the sender’s fax machine
issues a successful transmission report;


(v)              
if given by email, on the earlier of:


(A)            
the time the sender receives an automated
message that the email was delivered; and


(B)             
six hours after being delivered unless:


(I)               
the sender receives an automated message that
the email was undeliverable or that the recipient is out of the office; or 


(II)             
the sender knows or reasonably should know that
there is a network failure and accordingly knows or suspects that the email was
not delivered,


(b)              
in which case the email is taken not to be
delivered and the sender should resend the notice by hand, post or fax.


14.3         
Address details for Notices


Officer Petroleum Limited  


Level 10, 32 Martin
Place, Sydney, NSW 2000


Attention:  Marc Bruner / Darrel Causbrook


Telephone: +61 2 8222 6100


                        Facsimile:
+61 2 9222 1880


                        e-mail: 
darrel.causbrook@causbrooks.com.au


Nation Energy (Australia) Pty Ltd 


1500 West 16th
Avenue, Suite F


Vancouver, B.C.
Canada V6J 2L6  


Attention: John R. Hislop


Telephone: +1 604 331 3375 


Facsimile: +1 604 688 4712   


e-mail: jhislop@14u.org         




15.          
Applicable law and arbitration





15.1         
Applicable Law


This Agreement
shall be governed by, construed, interpreted and applied in accordance with the
laws Western Australia, excluding any choice of law rules which would refer the
matter to the laws of another jurisdiction. 



 



 





24


 





15.2         
Arbitration


(a)               
Any and all claims, demands, causes of action,
disputes, controversies and other matters in question arising out of, in
connection with, or relating to this Agreement, including any question
regarding its breach, existence, validity or termination, must be submitted to
binding arbitration in accordance with, and subject to, the International
Chamber of Commerce Rules of Arbitration.


(b)              
The appointing and administering body will be
The Institute of Arbitrators & Mediators Australia.  The arbitrators must
have at least ten years’ experience as to the subject of the dispute.


(c)               
There shall be three arbitrators, the language
of arbitration shall be English and the place of arbitration shall be a
mutually-agreed place in Australia.


(d)              
Each Party will each appoint one arbitrator
within 30 days of the filing of the request for arbitration and the two
arbitrators so appointed will select the presiding arbitrator within 30 days of
the appointment of the first two arbitrators.


(e)               
The resulting arbitral award will be final and
binding upon the Parties, and judgment upon such an award may be entered and
enforced by either Party in any court with sufficient jurisdiction.




16.          
Term 





(a)               
Subject to clause 16(b), this Agreement shall be
effective upon execution by all Parties and shall continue, unless sooner
terminated by the express provisions of this Agreement, until Production
Licences covering the entire Permit Area have been issued or until Nation
witthdraws from the Agreement under clause 10.  


(b)              
Any provision of this Agreement that would (but
for this clause) effect an acquisition of an interest in Australian urban land
(within the meaning of the Foreign Acquisitions and
Takeovers Act 1975 (Cth) (FATA)) is subject
to and conditional upon the person making the acquisition not having received
any order or notice under the FATA prohibiting the person from making the
acquisition or making the acquisition subject to conditions which are
unacceptable to the person.


(c)               
At any time after March 31, 2017, Nation may
apply to the relevant Minister pursuant to section 96(3) of the Petroleum Act
for approval of this agreement for the purposes of having an entry made in the
register in accordance with section 96(7) of the Petroleum Act.  Officer
shall take such steps as necessary or reasonably requested by Nation in order
to achieve the approval and entry in the register in accordance with this
clause.




17.          
General provisions





17.1         
Warranties as to no Payments, Gifts and Loans


Each of
the Parties warrants that neither it nor its affiliates has made or will make,
with respect to the matters provided for
hereunder, any offer, payment, promise to pay or authorisation of the payment of any money,
or any offer, gift, promise to give or authorisation of the giving of anything
of value, directly or indirectly, to
or for the use or benefit of any official or employee of the Government or to
or for the use or benefit of any
political party, official, or candidate unless such offer, payment, gift,
promise or authorisation is authorised by the Laws, or the payment of
any bribe to any person or entity.  Each of the Parties further warrants that
neither it nor its Related Bodies Corporate has made or will make any such
offer, payment, gift, promise or authorisation
to or for the use or benefit of any other person if the Party knows, has a firm
belief, or is aware that there is a
high probability that the other person would use such offer, payment, gift,
promise or authorisation for any of the purposes described in the preceding
sentence.  Each Party shall respond promptly,
and in reasonable detail, to any notice from any other Party or its auditors
pertaining to the above stated warranty and
representation and shall furnish documentary support for such response upon request from such other Party.



 





25


 







17.2         
Conflicts of Interest


(a)               
Each Party
undertakes that it shall avoid any conflict of interest between its own
interests (including the interests of Related Bodies Corporate)
and the interest of the other Parties in dealing with suppliers, customers and
all other organisations or individuals doing or seeking to do business with the
Parties in connection with activities contemplated under this Agreement.


(b)              
The provisions of 17.2(a) shall not apply to
Officer's acquisition of products or services from a Related Body Corporate, or
the sale thereof to a Related Body Corporate, made in accordance with the terms
of this Agreement.


(c)               
Unless otherwise agreed, the Parties and their Related
Bodies Corporate are free to engage or invest (directly or indirectly) in an
unlimited number of activities or businesses, any one or more of which may be
related to or in competition with the business activities contemplated under
this Agreement, without having or incurring any obligation to offer any
interest in such business activities to any Party.


17.3         
Public Announcements


(a)               
Subject to clause 17.3(b), Officer shall be
responsible for the preparation and release of all public announcements and statements
regarding this Agreement or the Operations; provided that, no public
announcement or statement shall be issued or made unless prior to its release Nation
has been furnished with a copy of such
statement or announcement.  Where a
public announcement or statement
becomes necessary or desirable because of danger to or loss of life, damage
to property or pollution as a result of activities arising under this Agreement,
Officer is authorised to issue and make such
announcement or statement without prior approval of Nation, but shall
promptly furnish Nation with a copy of such announcement or statement.


(b)              
Nation may issue
any such public announcement or
statement if it is necessary to do so in order to comply with the applicable
laws, rules or regulations of any
government, legal proceedings or stock exchange having jurisdiction over Nation or its Related Bodies Corporate.


 



 





26


 





17.4         
Successors and Assigns


Subject
to the limitations on transfer contained in clause 9, this Agreement shall
inure to the benefit of and be binding upon the successors and assigns of the
Parties.


17.5         
Waiver


No waiver by any Party of any one or more defaults
by another Party in the performance of this Agreement
shall operate or be construed as a waiver of any future default or defaults by
the same Party, whether of a like or of a
different character.  Except as expressly provided in this Agreement no Party shall
be deemed to have waived, released or modified any of its rights under this Agreement
unless such Party has expressly stated, in writing, that it does waive, release
or modify such right.


17.6         
Severance of Invalid Provisions


If and
for so long as any provision of this Agreement shall be deemed to be judged invalid
for any reason whatsoever, such invalidity
shall not affect the validity or operation of any other provision of this Agreement except only so far as shall be necessary
to give effect to the construction of such invalidity, and any such invalid provision shall be deemed
severed from this Agreement without affecting the validity of the
balance of this Agreement.


17.7         
Modifications


Except
as is provided in clause 17.6, there shall be no modification of this Agreement
except by written consent of all Parties.


17.8         
Headings


The topical headings used in this Agreement are
for convenience only and shall not be construed as having
any substantive significance or as indicating that all of the provisions of
this Agreement relating to any topic are to be found in any particular clause.


17.9         
Singular and Plural


Reference
to the singular includes a reference to the plural and vice versa.


17.10     
Gender


Reference
to any gender includes a reference to all other genders.


17.11     
Entirety


This Agreement
constitutes the entire agreement of the Parties with respect to the subject
matter contained herein and supersedes all
prior understandings and negotiations of the Parties.  


17.12     
Legislation


A reference in this Agreement to the Petroleum Act
or any other statute or any provision or clause thereof shall be read (unless otherwise provided in this Agreement) as though the
words ‘including any statutory amendment or
modification thereof any statutory provision substituted
thereof, re-enactment or replacement thereof and any rules, regulations,
by laws and instruments or other documents made pursuant thereto’ were added to
such reference.



 





27


 







No clause within this document can be used by any
person as defence to any action brought under the Criminal
Code, Corporations Law or holding requirements of the Australian Stock
Exchange.


17.13     
Rule against perpetuities


For the purposes only of avoiding breach of the rule against
perpetuities this Agreement has a term not exceeding 80 years.




18.          
Definitions





18.1         
Defined terms


Acquisition Date has the meaning
ascribed thereto in clause 5.3.


Authorised Person of a Party means:


(a)             
the officers and employees of the Party;


(b)             
the technical, financial, legal or other
advisors of the Party; and


(c)             
the respective officers and employees of the
technical, financial, legal or other advisors of the Party.


Blocks means the numbered blocks that each graticular section of Western
Australia is divided into pursuant to Section 27 of the Petroleum Act and Block
is a reference to any one of them.  


Confidential Information means
all confidential, non-public or proprietary information regardless of how the
information is stored or delivered, delivered to Nation before, on or after the
date of this Agreement relating to this Agreement or the Operations. 


Consequential Loss means:


(d)             
any damages or losses which are not direct or which do not flow
naturally from the relevant breach of this Agreement, even if those damages or
losses may reasonably be supposed to have been in the contemplation of all
Parties as a probable result of the breach at the time they entered into this
Agreement; and


(e)             
any losses of profits, business opportunity, reputation, customers or
markets, whether direct or indirect.


Discovery means the discovery of a discrete accumulation of petroleum. 


Earning Amount means $12,503,163 of Expenditures, which, for the avoidance of
doubt, is an amount separate and apart from the Cash Consideration and the
Share Consideration.


Earning Date has the meaning ascribed
thereto in clause 3.1.





 





28


 





Earning Period means the period commencing on the Commencement Date and ending
March 31, 2017.  


Encumbrance means any mortgage, lien, charge, pledge, assignment by way of security, security interest, preferential right or
trust arrangement, or other
arrangement having the same effect.


Expenditure means expenditure in
respect of Operations and other exploration on the Permit Area and includes all
amounts spent on keeping the Permit in good standing or fulfilling obligations
of Officer with respect to the Permit. 


Force Majeure means any of
the following events provided that they are outside the reasonable control of
the affected Party and could not have been prevented or avoided by that Party
taking reasonable steps:


(a)              
act of God, earthquake, cyclone, fire, explosion, flood, landslide,
lightning, storm, tempest, drought or meteor;


(b)             
war (declared or undeclared), invasion, act of a foreign enemy,
hostilities between nations, civil insurrection or militarily usurped power;


(c)              
act of public enemy, sabotage, malicious damage, terrorism or civil
unrest;


(d)             
ionising radiation or contamination by radioactivity from any nuclear
waste or from combustion of nuclear fuel;


(e)              
confiscation, nationalisation, requisition, expropriation, prohibition,
embargo, restraint or damage to property by or under the order of any
government or government authority; or


(f)              
strikes, blockades, lock out or other industrial disputes.


Government means any department, local government council, administrative or
statutory authority or any other person under a Law which has a right to impose
a requirement or whose consent is required.


Indemnitees has the meaning set forth in clause 3.8(b).


Law means any treaty,
statute, subordinate legislation, code, regulation, rule, common law, equity
determination, injunction, judgment, order, decree, ruling, directive, decision
and any judicial, regulatory, administrative or other interpretation, 
implementation or enforcement of any of the foregoing issued by any Government
having jurisdiction as to the undertakings and any other matters arising under
this Agreement, whether currently in effect or subsequently modified, including
Commonwealth, Western Australia and local government legislation, regulations,
by‐laws, and other subordinate legislation. 


Minimum
Work Obligations means
those work or expenditure obligations that must be
performed in order to satisfy Permit obligations.


Nation Interest means an undivided twenty-five
percent (25%) interest in the Permit, insofar as it covers the Permit Area, and
any Production Licence granted in connection therewith (subject to clause 5). 





 





29


 





Native Title Claims means either:


(g)             
any claim, application or proceeding in respect
of Native Title Rights which is accepted by the Native Title Tribunal or the
Registrar thereof pursuant to the Native Title Act 1993 (Cth); or


(h)             
any claim, application or proceeding in respect
of those rights, interests and statutory protections of and relating to
aboriginal persons as set out in the legislation of Western Australia or the Aboriginal
and Torres Strait Islander Heritage Protection Act 1984 (Cth).


Native Title Rights has the same meaning as
the expressions “native title” or “native title rights and interests” defined
in section 223(1) of the Native Title Act 1993 (Cth) and includes those
rights, interests and statutory protections of and relating to aboriginal
persons and aboriginal cultural heritage as set out in the relevant legislation
of Western Australia including the Aboriginal Heritage Act 1972 (WA) or
the Aboriginal and Torres Strait Islander Heritage Protection Act 1984
(Cth).


Notice
has the meaning set forth in clause 14.1.


Officer
Interest means an undivided seventy‐five percent (75%) interest in
the Permit, insofar as it covers the Permit Area, and any Production Licence
granted in connection therewith (subject to clause 5).


Operating Account means
the account established and maintained by the Operator in accordance with this
Agreement to record all charges, expenditures, credits and receipts in respect
of Operations which are chargeable or to be credited to Nation.


Operating
Committee means the committee established and
functioning under clause 4.


Operations means the activities required for the operation of the Permit in
accordance with this Earning Agreement:


(a)              
management and operation of the Permit;


(b)             
facilitation of access to the Permit including
liaising with native title parties and landholders; 


(c)              
preparation, development and carrying out of
exploration and appraisal programs on the Permit Area; 


(d)             
geological analysis and interpretation of
exploration results; 


(e)              
compliance with conditions and legal
requirements relating to the Permit; 


(f)              
appointment and management of contractors
undertaking seismic analysis, drilling, and related exploration and appraisal
programs. 


Operator has the meaning given to it in the Petroleum Act.


Option has the meaning ascribed thereto
in clause 5.3.





 





30


 





Option Period has the meaning ascribed thereto in clause 5.3.


Parties means the entities named in the first paragraph to
this Agreement and their respective permitted
successors or assigns, and Party is a reference to any one of them. 


Permit means Exploration Permit 468 issued under the Petroleum Act and
includes any extension, renewal, conversion, substitution, modifications or
variations thereof.


Permit
Area means the entire area covered by the Permit.


Permit
Year means a year beginning 8 September and ending
the following 7 September.


Petroleum
Act means the Petroleum and Geothermal Resources
Energy Resources Act 1967 (WA).


Production License has
the meaning provided in the Petroleum Act.


Property means all property, whether real or personal, which is owned,
leased, held, developed, constructed, produced or acquired by the Operator
solely for the conduct of Operations.


Related
Body Corporate has the meaning given to it in the Corporations
Act 2001 (Cth).


Senior
Supervisory Personnel means a Party’s senior
manager, who directs all operations and activities of such Party in Australia. 



Transfer means
assign, transfer or otherwise dispose of any interest in this Agreement in
whole or part, whether by sale, lease, declaration or creation of a trust or otherwise.


Wilful
Misconduct means an intentional and conscious
disregard of any obligation owed by the
relevant person, but does not include any act or omission which is (directly or
indirectly) attributable to any breach or negligence on the part of any other
person or of such other person's Related Body Corporate.


Work Program
and Budget means an annual work program prepared by
Officer setting out the Operations to be undertaken during that year under this
Agreement in respect of the Permit, together with the estimated amounts
required to perform such work program.  


Work Program Expenses means
the costs and expenses incurred, paid or payable by the Operator in accordance
with the provisions of this Agreement or otherwise authorized by the Operating
Committee in connection with conducting Work Programs and Budgets.   


18.2         
Interpretation


In this Agreement, except where the
context otherwise requires:


(a)             
the singular includes the plural and vice versa and a gender includes other
genders;


(b)             
another grammatical form of a defined word or expression has a corresponding meaning;





 





31


 





(c)             
a reference to a clause, paragraph, schedule or
annexure is to a clause or paragraph of, or schedule or annexure to, this Agreement
and a reference to this Agreement includes any schedule or annexure;


(d)             
a reference to a document or instrument includes
the document or instrument as novated, altered, supplemented or replaced from
time to time;


(e)             
all references to dollar amounts are in Australian
currency;


(f)              
a reference to a Party is to a party to this Agreement
and a reference to a Party to a document includes the Party's executors,
administrators, successors and permitted assigns and substitutes;


(g)             
a reference to a person includes a natural
person, partnership, body corporate, association, governmental or local
authority or agency or other entity;


(h)             
a reference to a statute, ordinance, code or
other law includes regulations and other instruments under it and
consolidations, amendments, re-enactments or replacements of any of them;


(i)               
the meaning of general words is not limited by
specific examples introduced by including, for example or similar expressions;


(j)               
a rule of construction does not apply to the
disadvantage of a Party because the Party was responsible for the preparation
of this Agreement or any part of it; and


(k)             
if a day on or by which an obligation must be
performed or an event must occur is not a business day in Sydney, Australia, the
obligation must be performed or the event must occur on or by the next day that
is a business day.


18.3         
Headings


Headings are for
ease of reference only and do not affect interpretation.





 





 





32


 





	
  Executed by Officer Petroleum Pty
  Ltd (ACN 142 330 738) in accordance with section 127 of the Corporations
  Act by authority of its directors:

   

   

  /s/ Nick Tropea

  	
   

  	
   

   

   

   

   

  /s/ Marc A. Bruner

  
	
  Secretary

   

  Nick Tropea

  	
   

  	
  Director

   

  Marc A. Bruner

  
	
  Print name

  	
   

  	
  Print name

  




 


 


	
  Executed by Nation Energy
  (Australia) Pty Ltd (ACN 606 533 046) in accordance with section 127 of
  the Corporations Act by authority of its directors:

   

   

  /s/ Darrel Causbrook

  	
   

  	
   

   

   

   

   

   

  /s/ John R. Hislop

  
	
  Secretary/Director

   

  Darrel Causbrook

  	
   

  	
  Director

   

  John R. Hislop

  
	
  Print name

  	
   

  	
  Print name

  














 

Schedule 1 – Royalties


 


	
  Holder & Granting Document

  	
  Percentage of Hydrocarbons produced/sold

  
	
  1.      State
  of Western Australia royalty pursuant to the Petroleum Act 

  	
  Between 5% and 12.5%, but most commonly either 10% [for
  primary location] or 12.5% [for secondary location]

   

  




 


And see
clause 5.6(a) of the Agreement for an additional overriding royalty that will
be reserved by Officer when assigning to Nation the Officer Interest in any
Production Licence, so that the effective revenue interest in the Production
Licence in the hands of Nation will, if Nation exercises its purchase option,
be 75% of 100%.


 












 

Schedule 2 – Work Program and Budget (all values in $ AUD)


 


   Permit Year
5 (8 Sep 2015 to 7 Sep 2016)


         Drill two vertical exploration
wells                                                         $11,089,280


         Geological and geophysical work                                                                             
415,848


         Engineering,
Geological and Geophysical Services                                        998,035


                                                                                                                        
$12,503,163


 


   Permit Year
6 (8 Sep 2016 to 7 Sep 2017)


         Complete and test the two vertical
exploration drilled in Permit Year 5            $27,723,200


         Geological and geophysical work                                                                         
5,544,640


         Engineering,
Geological and Geophysical Services                                       998,035


                                                                                                                       $24,265,875


 


Amounts shown above are in Australian
dollars.  All such amounts were originally estimated in United States dollars
and converted to Australian dollars at the rate of USD 1.00 = AUD 1.38616, the
oanda.com average bid rate in effect @ 10:45 pm MST, 20 May 2016.


The term Engineering, Geological and
Geophysical Services was used in lieu of G&A because it is a better
description of those services provided for benefit of Paltar blocks.


This is an estimate of the current work
commitment to be performed on behalf of the Exploration Permit.  The actual
work performed will be dependent upon approval by the Western Australia
Department of Mines and Petroleum (“DMP”) of the Application for Suspension,
Variation and Extension that will be filed during July 2016.


 


 












 

Annex 1 – Accounting Procedure


_______________________


Section 1............................................................................  
General Provisions. 1


Section 2..................................................................................  
Direct Charges. 7


Section 3................................................................................  
Indirect Charges. 11


Section 4.....................................................................  
Acquisition of Material 12


Section 5........................................................................  
Disposal of Materials. 13


Section 6........................................................................................  
Inventories. 14


____________________________________


 


Section 1         
General Provisions


1.1             
Purpose


The purpose of this Accounting Procedure is to establish fair and
equitable methods for determining charges and credits applicable to Operations.  If the methods prove unfair or inequitable to Officer or
Nation, the Parties shall meet and in good faith endeavour to agree on changes
to correct any unfairness or inequity.


1.2             
Conflict


In the event of a conflict between the provisions of
this Accounting Procedure and the provisions of
the Agreement, the provisions of the Agreement
shall prevail.


1.3             
Definitions


The definitions contained in clause
18 of the Agreement shall
apply to this Accounting Procedure and have the same meanings when used herein.
Certain terms used herein are defined as follows:


Accrual basis means that basis of accounting under which costs
and benefits are regarded as applicable
to the period in which the liability for the cost is incurred or the right to
the benefit arises, regardless of when invoiced, paid, or received.


Cash
basis means that basis of
accounting under which only costs actually paid and revenue actually received are included for any period.


Country of Operations means the Commonwealth of
Australia.


Material means machinery, equipment and supplies acquired
and held for use in Operations.





 





2


 





1.4             
Operating Account
Records / Currency Exchange


1.4.1                   
Officer shall at all
times maintain and keep true and correct records of the production and
disposition of all petroleum, and of all costs and expenditures under the Agreement, as well as other data necessary or
proper for the settlement of accounts between the Parties hereto in connection
with their rights and obligations under the Agreement and to enable Parties
to comply with their respective applicable income tax and other laws.


1.4.2       
Officer
shall maintain accounting records pertaining to Operations in accordance with
generally accepted accounting practices used in the international petroleum
industry and any applicable statutory obligations of the Country of Operations as well
as the provisions of the Permit and
the Agreement.


1.4.3       
The
Operating Account shall be maintained by Officer in the English language and in
Australian currency. 
Conversions of currency shall be recorded at the rate actually experienced in
that conversion. 
Currency translations are used to express the amount of expenditures and
receipts for which a currency conversion has not actually occurred.  Currency
translations for expenditures and receipts shall be recorded at the arithmetic average of the buying
and selling exchange rates at the close of each business day of the month of the current
accounting period as published by oanda.com or, if not published by oanda.com,
then by Westpac Banking Corporation.


1.4.4       
Any currency exchange
gains or losses shall be credited or charged to the Operating Account, except
as otherwise specified in this Accounting Procedure.  Any such exchange gains
or losses shall be separately identified as such.


1.4.5       
The
Accrual basis for accounting shall be used in preparing accounts concerning the
Operations.  If a Cash basis
for accounting is used, Officer shall show accruals as memorandum items.


1.5             
Statements and Billings


Unless
otherwise agreed by the Parties, Officer shall submit monthly to Nation, on or
before the 15th day of each month, statements of the costs and
expenditures incurred during the prior month,
indicating by appropriate classification the nature thereof and the
corresponding budget category.


1.5.1       
These statements, as a
minimum, shall contain the following information:


(i)                
advances of funds
setting forth the currencies received from Nation;


(ii)              
the share of Nation in
total expenditures, if other than 100%;


(iii)            
the accrued
expenditures;


(iv)            
the current account
balance of Nation;


(v)                          
summary
of costs, credits, and expenditures on a current month, year-to-date, and inception-to-date
basis or other periodic basis, as agreed by the Parties (such expenditures shall be grouped by the categories and line items designated in the approved Work Program and Budget so as to
facilitate comparison of actual expenditures against that Work Program
and Budget), and



 





3


 







(vi)                        
details of unusual charges and credits in excess of
fifty thousand Australian dollars (A $50,000.00).


1.5.2       
Officer shall, upon
request, furnish a description of the accounting classifications used by it.


1.5.3       
Amounts
included in statements and billings shall be expressed in Australian currency and reconciled to the currencies advanced.


1.5.4       
Each Party shall be
responsible for preparing its own accounting and tax reports to meet the
requirements of the Country of Operations and of all other countries to which
it may be subject.  Officer, to the extent that the information is reasonably
available from the Operating Account
records, shall provide Nation in a timely manner the necessary
information to facilitate the discharge of such responsibility.


1.6             
Payments and Advances


1.6.1       
Upon
approval of any Work Program and Budget, if Officer so requests, Nation shall advance its share
of estimated cash requirements for the succeeding month's operations.  Each
such Cash Call shall be equal to Officer's estimate of the money to be spent in
the currencies required to
perform its duties under the Work Program and Budget during the month
concerned.  For informational purposes the Cash Call shall contain an estimate
of the funds required for the succeeding two
months detailed by the categories designated in the Work Program and
Budget.


1.6.2       
Each
such cash Call, detailed by the categories designated in the Work Program and Budget, shall be made in writing and delivered to Nation not less than 15
days before the payment due date.  The
due date for payment of such advances shall be set by Officer but shall be no sooner than the first day of the
month for which the advances are required. All advances shall be made without bank charges. Any charges related to
receipt of advances from Nation shall be borne by Nation.


1.6.3       
Nation
shall wire transfer its share of the full amount of each Cash Call to Officer on or before
the due date, in the currencies requested or any other currencies acceptable to Officer
at a bank designated by Officer.  If currency provided by Nation is other than the
requested currency, then the entire cost of converting to the requested currency shall be charged to Nation.


1.6.4      
Notwithstanding the
provisions of clause 1.6.2 of this Accounting Procedure, should Officer be required to pay any sums of money for
Operations which were unforeseen at the time estimates were provided to Nation, Officer may make a written
request of Nation for special advances covering Nation' share of such payments.  Each such Nation shall
make its proportional special advances within
ten days after receipt of such notice.





 





4


 





1.6.5       If Nation's advances
exceed its share of cash expenditures, the next succeeding cash advance requirements,
after such determination, shall be reduced accordingly.  However, if the amount of such excess
advance is greater than the amount of the next month's estimated cash requirements for such Nation, Nation may
request a refund of the difference, which refund shall be made by Officer
within ten days after receipt of Nation's
request provided that the amount is in excess of twenty five thousand
Australian dollars (A$ 25,000.00).


1.6.6       
If
Nation's advances are less than its share of cash expenditures, the deficiency
shall, at Officer's
option, be added to subsequent cash advance requirements or be paid by Nation within ten days
following the receipt of Officer's billing to Nation for such deficiency.


1.6.7       
If, under the
provisions of the Agreement, Officer is required to segregate funds received
from the Parties, any interest received on
such funds shall be applied against the next succeeding Cash Call.  


1.6.8       
If
Officer does not ask Nation to advance its share of estimated cash requirements, Nation
shall pay its share of cash expenditures within ten days following receipt of Officer's billing.


1.6.9       
Payments of advances or
billings shall be made on or before the due date. If these payments are not
received by the due date the unpaid balance shall bear and accrue interest from
the due date until the payment is received by
Officer at the Agreed Interest Rate.   For the purpose of determining the unpaid balance and interest owed, Officer
shall translate to Australian currency
all amounts owed in other currencies using the currency exchange rate
determined in accordance with clause 1.4.3 at the close of the last
business day prior to the due date for the unpaid balance.


1.6.10    Subject to governmental regulation, Officer
shall have the right, at any time and from time to time, to convert the funds advanced or any part thereof to other
currencies to the extent that such currencies are then required for
operations.   The cost of any such conversion shall be charged to the Operating Account.


1.6.11    Officer shall
endeavour to maintain funds held for the Operating Account in bank accounts at
a level consistent with that
required for the prudent conduct of Operations.


1.6.12    If under the Agreement,
Officer is required to segregate funds received from or for the Operating
Account, the provisions under this clause 1.6 for payments and advances by
Nation shall
apply also to Officer.


1.7             
Adjustments


Payments of any advances or billings shall not prejudice the right of
Nation to protest or question
the correctness thereof; provided, however, all bills and statements rendered
to Nation by Officer during any year shall conclusively be presumed to be true
and correct after 24 months following the end of such year, unless within the
said 24 month period Nation takes written exception thereto and makes claim on Officer for adjustment.  Failure on the
part of Nation to make claim on Officer
for adjustment within such period shall establish the correctness thereof and
preclude the filing of exceptions
thereto or making claims for adjustment thereon.  No adjustment favourable to Officer
shall be made unless it is made within the same prescribed period.  The provisions
of this clause 1.7 shall not prevent adjustments resulting from a physical
inventory of the Material as provided for in clause VI.  Officer shall be
allowed to make adjustments to the Operating Account after such 24 month period
if these adjustments result from audit exceptions outside of this Accounting
Procedure, third party claims, or government requirements.  Any such adjustments shall be subject to audit within the
time period specified in clause 1.8.l of this Accounting Procedure.



 





5


 







1.8             
Audits


1.8.1       
Nation,
upon at least 60 days advance notice in writing to Officer, shall have the right to audit the
Operating Account and records of Officer relating
to the accounting hereunder for any year within the 24 month period following
the end of such year, except as otherwise provided in clause 3.1 of this
Accounting Procedure.  As provided in clause 4.2(b)(6) of the Agreement, Nation
shall have reasonable access to Officer's personnel and to the facilities,
warehouses, and offices directly or
indirectly serving Operations.  The cost of each such audit shall be borne by
Nation.  Nation must take written exception to and make claim upon Officer for all
discrepancies disclosed by said audit within said 24 month period. 
Nation may request information from Officer prior to the commencement of the
audit.  Officer will provide the information in electronic format or hard copy
documents, if electronic format is not available.  Officer will provide the
information requested within 30 days before commencement of the audit but in no
event sooner than 30 days after the written request.  The information requested
shall be limited to that normally used for pre-audit work such as trial
balance, general ledger, and sub-ledger data.  


1.8.2       
Officer
shall endeavour to produce information from its Affiliates reasonably necessary
to support charges from those
Affiliates to the Operating Account other than those charges referred to in clause
3.1 of this Accounting Procedure.


1.8.3      
Except for charges under clause 2.7.1, the following
provisions apply to all charges by Officer for its Affiliates. 


In addition to the information provided by Officer
under clause 1.8.2, Nation may seek to audit the books and records of an
Affiliate of Officer relating to the charges by the Affiliate to the Operating
Account for the same year as provided in clause 1.8.1 above.  The charges of
the Affiliate shall be subject to audit in accordance with (a), (b), or (c)
below or any combination thereof.


(a)      If the Affiliate of Officer consents to the
audit, the audit may be conducted in the same manner as the audit of the books
and records of Officer.  


If all or part of the charges are not audited under
(a) above, the unaudited portion may be audited under (b) and/or (c) below.


(b)    The Affiliate may require use of an
internationally recognized independent public accounting firm to confirm
confidential or proprietary information and charges.  The cost of the
internationally recognized independent public accounting firm shall be borne by
Nation.  Nation will seek agreement with the Affiliate on the audit scope to
confirm the details and facts relating to such information and charges.     





 





6


 





If the internationally recognized
independent public accounting firm of the Affiliate declines to conduct the
audit, Nation will seek agreement with the Affiliate on an alternative
internationally recognized independent public accounting firm.  The cost of
using such firm shall be borne by Nation.


Officer will endeavor to cause its Affiliate to not
unreasonably withhold approval of the use of an internationally recognized
independent public accounting firm or the scope of examination requested by
Nation.


If all or part of the charges are not audited under
(a) or (b) above, the unaudited portion may be audited under (c) below.


(c)    Officer may request its Affiliate to provide
Nation an annual report from an internationally recognized independent public
accounting firm attesting that charges billed from such Affiliate to the
Operating Account represent a complete and accurate allocation of its costs to
the Operations, exclude any element of profit, exclude any duplication of costs
covered under clauses 2 and 3, and are consistent in application to all of its
activities.  The report will be furnished by Officer within 12 months of the
request from Nation.  The cost of providing the annual report shall be borne by
Nation.


No amounts paid to an Affiliate of Officer, which Nation
seeks to audit, may be charged to the Operating Account if the Affiliate of Officer
does not allow audit of such amounts as provided above.


1.8.4      
Any
information obtained by Nation under the provisions of clause
1.8 which does not relate directly to the Operations shall be kept confidential
and shall not be disclosed to any party, except as would otherwise be permitted
under clause 15.2(a)(ii) and (x) of the Agreement.


1.8.5      
In
the event that Officer is required by law to employ a public accounting firm to
audit the Operating Account
and records of Officer relating to the accounting hereunder, the cost thereof
shall be a charge against the Operating Account, and a copy of the audit shall
be furnished to Nation.


1.8.6       At the conclusion of each audit, the
Parties shall endeavour to settle outstanding matters expeditiously.  To this end Nation
will make a reasonable effort to prepare and distribute a written report to Officer as
soon as possible and in any event within 90 days after the conclusion of each audit.  The report shall include
all claims arising from such audit together with comments pertinent to the operation of the accounts and
records.  Officer shall make a reasonable effort to reply to the report in writing as soon as possible
and in any event no later than 90 days
after receipt of the report.  Should Nation consider that the report or reply
requires further investigation of any item therein, Nation shall have the right
to conduct further investigation in
relation to such matter notwithstanding the provisions of clauses 1.7 and 1.8 of this Accounting Procedure that the
period of 24 months may have expired. 
However, conducting such further investigation shall not extend the 24 month period for taking written exception to and
making a claim upon Officer for all discrepancies
disclosed by said audit. Such further investigations shall be commenced within 30 days and be concluded within 60 days after the
receipt of such report or reply, as
the case may be.





 





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1.8.7       
All
adjustments resulting from an audit agreed between Officer and Nation conducting the audit
shall be reflected promptly in the Operating Account by Officer and reported to Nation. 
If any dispute shall arise in connection with an audit, it shall be reported to and
discussed by the Operating Committee, and, unless otherwise agreed by the Parties to the dispute, resolved in
accordance with the provisions of clause 18 of the Agreement. If all the Parties to the dispute so agree, the
adjustments) may be referred to an independent expert agreed to by the Parties to the dispute.  At the election of the
Parties o the dispute, the decision
of the expert will be binding upon such Parties.  Unless otherwise agreed, the
cost of such expert will be shared equally by all Parties to the
dispute.


1.9             
Allocations


If it
becomes necessary to allocate any costs or expenditures to or between
Operations and any other operations, such
allocation shall be made on an equitable basis. When it is reasonably
foreseeable that such an allocation will be required, Officer will
furnish a description of its allocation procedures pertaining to these costs and expenditures and its rates for personnel
and other charges.  Such allocations
shall be subject to audit under clause 1.8.


Section 2         
Direct Charges


Officer
shall charge the Operating Account with all costs and expenditures incurred by Officer
for the conduct of Operations.  Charges for services normally provided by an
operator such as those contemplated in clauses 2.7.2 and 2.7.3 which are provided
by Officer’s Affiliate shall reflect the cost to the Affiliate, excluding
profit, for performing such services, except as otherwise provided in clause
2.6 and clause 2.7.1.


Charges
shall only be applied to the Operating Account to the extent such charges are
reasonably incurred in the legitimate exercise of Operations under the
Agreement and in bona fide arms-length transactions on commercial terms
generally available in the market place.


The costs
and expenditures shall be recorded as required for the settlement of accounts
between the Parties hereto in connection with the rights and obligations under
this Agreement and for purposes of complying with the tax laws of the Country
of Operations and of such other countries to which any of the Parties may be subject.  Chargeable costs and expenditures may include, but are not limited to:


2.1             
Permits


All costs,
if any, attributable to the acquisition, maintenance, renewal or relinquishment
of the Permits paid in accordance with the
Act when paid by Officer in accordance with the provisions of the Agreement.


2.2             
Salaries, Wages and
Related Costs.


Salaries,
wages and related costs include everything constituting the employees' total
compensation, as well as the cost to Officer
of holiday, vacation, sickness, disability benefits, living and housing allowances,
travel time, bonuses, and other customary allowances applicable to the salaries
and wages chargeable hereunder, as well as the costs to Officer for employee
benefits, including but not limited to employee group life insurance,
group medical insurance, hospitalization, retirement, severance payments required by the laws or regulations of the
Country of Operations.  



 





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Expenditures or contributions made pursuant to assessments imposed by
governmental authority for payments with respect to or on account of employees
described in clause 2.2.1 and clause 2.2.2 shall be chargeable to the Operating
Account.


2.2.1       
The salaries, wages and
related costs of employees of Officer and its Affiliates temporarily or permanently assigned in the
Country of Operations and directly engaged in Operations shall be chargeable to
the Operating Account;


2.2.2       
The salaries, wages and
related costs of employees of Officer and its Affiliates temporarily or
permanently assigned outside the Country of Operations directly engaged in
Operations and not otherwise covered in clause 2.7.2 of this Accounting
Procedure shall be chargeable to the Operating Account;


2.2.3       
Costs for salaries, wages and related costs may be charged
to the Operating Account on an actual basis
or at a rate based upon the average cost in accordance with Officer's usual
practice.  In determining the average
cost, expatriate and national employees' rates shall be calculated separately
and reviewed at least annually;


2.2.4       
Reasonable
expenses (including related travel costs) of those employees whose salaries and
wages are chargeable to the
Operating Account under clauses 2.2.1 and 2.2.2 of this Section 2 and for which
expenses the employees are reimbursed under the usual practice of Officer shall
be chargeable to the Operating Account; and


2.2.5       
If employees are
engaged in other activities in addition to the Operations, the cost of such
employees shall be allocated on an equitable basis.


2.3             
Employee Relocation
Costs


2.3.1       
Except as provided in clause
2.3.3 of this Accounting Procedure, Officer's cost of employees' relocation to
or from an assignment with the Operations, whether within or outside the
Country of Operations and whether permanently or temporarily assigned to the
Operations, shall be chargeable to the Operating Account.  If such employee
works on other activities in addition to Operations, such relocation costs
shall be allocated on an equitable basis.


2.3.2       
Such relocation costs
shall include transportation of employees, families, personal and household
effects of the employee and family, transit expenses, and all other related
costs in accordance with Officer's usual practice.


2.3.3       
Relocation costs to an
assignment that is not with the Operations to another location shall not be
chargeable to the Operating Account unless the place of the new assignment is
the point of origin of the employee or unless otherwise agreed by the Operating
Committee.





 





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2.4             
Offices, Camps, and
Miscellaneous Facilities.


The cost of maintaining any offices, sub-offices, camps, warehouses,
housing, and other facilities
of Officer and/or Affiliates directly serving the Operations. If such
facilities serve operations in addition to
the Operations the costs shall be allocated to the properties served on an equitable basis.


2.5             
Material


The cost, net of discounts taken by Officer, of Material purchased or
furnished by Officer, Such costs shall include, but are not limited to, export brokers' fees,
transportation charges, loading, unloading fees, export and import duties and license fees associated with the procurement of
Material and in-transit losses, if any, not covered by insurance. So far as it is reasonably practical and
consistent with efficient and economical operation, only such Material
shall be purchased for, and the cost thereof charged to, the Operating Account
as may be required for immediate use.


2.6             
Exclusively Owned
Equipment and Facilities of Officer and Affiliates.


Charges for providing
its exclusively owned equipment, facilities, and utilities of Officer or any of
its Affiliates at rates not to exceed the
average commercial rates of non-affiliated third parties then prevailing for
like equipment, facilities, and utilities for use in the area where the same
are used hereunder.  On request, Officer
shall furnish Nation a list of rates and the basis of application. Such rates
shall be revised from time to time if found to be either excessive or insufficient,
but not more than once every six months.


Exclusively owned drilling tools and other equipment lost in the hole or
damaged beyond repair may be charged at replacement cost less depreciation plus
transportation costs to deliver like equipment to the location where used.


2.7             
Services


2.7.1       
The
charges for services provided by third parties shall be chargeable to the Operating Account.


2.7.2       
The
cost of services performed by Officer’s Affiliates’ technical and professional
staffs not located
within the Country of Operation and not otherwise covered under clause 2.2.2 of
this Accounting
Procedure, shall be chargeable to the Operating Account. The individual rates
shall include salaries and
wages of such technical and professional personnel, lost time, governmental
assessments, and employee benefits.  Costs shall also include all support costs
necessary for such technical and professional personnel to perform such
services, such as, but not limited to, rent, utilities, support staff,
drafting, telephone and other communication expenses, computer support,
supplies, depreciation, and other reasonable expenses.


2.8             
Insurance


Premiums
paid for insurance required by law or the Agreement to be carried for the
benefit of the Operations.





 





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2.9             
Damages and Losses to
Property


2.9.1       
All
costs or expenditures necessary to replace or repair damages or losses incurred
by fire, flood,
storm, theft, accident, or any other cause shall be chargeable to the Operating
Account. Officer shall furnish
Nation written notice of damages or losses incurred in excess of fifty thousand
Australian dollars (A$50,000.00) as soon as practical after report of the same
has been received by Officer.  All losses in excess of fifty thousand
Australian dollars (A$50,000.00) shall be listed separately in the monthly
statement of costs and expenditures.


2.9.2       
Credits for settlements
received from insurance carried for the benefit of Operations and from others
for losses or damages to Property or Materials shall be chargeable to the
Operating Account.  


2.9.3       
Expenditures incurred
in the settlement of all losses, claims, damages, judgments, and other expenses
for the account of Operations shall be chargeable to the Operating Account.


2.10         
Litigation, Dispute
Resolution and Associated Legal Expenses


The costs
and expenses of litigation, dispute resolution and associated legal services
necessary for the protection of the Operations under the Agreement as follows:


2.10.1   
Legal services, other
than those provided by the internal legal staffs of the Parties or their
Affiliates, necessary or expedient for the protection of the Operations, and
all costs and expenses of litigation, arbitration or other alternative dispute
resolution procedure, including reasonable attorneys' fees and expenses,
together with all judgments obtained against the Parties or any of them arising
from the Operations.


2.10.2    If the Parties shall so agree, litigation,
arbitration or other alternative dispute resolution procedures resulting from
actions or claims affecting the Operations hereunder may be handled by the legal staff of one or any of the
Parties or their respective Affiliates; and a charge commensurate with the reasonable
costs of providing and furnishing such services rendered may be made by the
Party or the Affiliate providing such
service to Officer for the Operating Account, but no such charges shall be made
until approved by the Parties.


2.11         
Taxes and Duties


All taxes, duties, assessments and governmental charges, of every kind
and nature, assessed or levied upon
or in connection with the Operations, other than any that are measured by or
based upon the revenues, income and net worth of a Party.


If Officer
or an Affiliate is subject to income or withholding tax as a result of services
performed at cost for the operations under the Agreement, its charges for such
services may be increased by the amount of such
taxes incurred (grossed up).


2.12         
Ecological and
Environmental


Costs
incurred on the Property as a result of statutory regulations for
archaeological and geophysical surveys
relative to identification and protection of cultural resources and/or other environmental or ecological surveys as may be required by any regulatory authority. Also,
costs to provide or have available
pollution containment and removal equipment plus costs of actual control, clean
up and remediation resulting from responsibilities associated with
Hydrocarbon contamination as required by all applicable laws and regulations.



 





11


 







2.13         
Decommissioning
(Abandonment) and Reclamation.


Costs
incurred for decommissioning (abandonment) and reclamation of the Property,
including costs required by governmental or other regulatory authority or by
the Agreement.


2.14         
Other Expenditures


Any other
costs and expenditures incurred by Officer for the necessary and proper conduct
of the Operations and not covered in this Section
2 or in Section 3.


Section 3         
Indirect Charges


3.1             
Purpose


Officer
shall charge the Operating Account monthly for the cost of indirect services
and. related office costs of Officer and its
Affiliates not otherwise provided in this Accounting Procedure. Indirect costs chargeable
under this Section 3 represent the cost of general assistance and support
services provided by Officer and its Affiliates. These costs are such that it
is not practical to identify or associate them with specific projects but are for services which provide the Operations with
needed and necessary resources which Officer requires and provide a real
benefit to Operations. No cost or expenditure included
under Section 2 shall be included or duplicated under this Section 3. The
charges under Section 3 are not subject to audit under clauses 1.8.1 and
1.8.2 of this Accounting Procedure other than to verify that the overhead
percentages are applied correctly to the expenditure basis.


3.2             
Amount


3.2.1       
The
indirect charge under clause 3.1 of this Accounting Procedure for any month
shall equal the greater of the total amount
of indirect charges for the period beginning at the start of the year through the end of the period covered by Officer's
invoice (Year-to-Date) determined under clause 3.2.2 of this Accounting
Procedure, less indirect charges previously made under clause 3.1 of this Accounting
Procedure for the year in question, or the amount of the minimum assessment
determined under clause 3.2.3, calculated on an annualized basis (but reduced
pro rata for periods of less than one year), less indirect charges previously
made under clause 3.1 for the year in question.


3.2.2      
Unless exceeded by the minimum assessment under clause
3.2.3, the aggregate Year-to-Date indirect charges shall be a percentage of the Year-to-Date expenditures,
calculated on the following
scale:


Annual Expenditures


$0 to A$ 3,000,000 of
expenditures = 5 %


Next A$ 7,000,000 
of expenditures =
4 %





 





12


 





Next A$11,000,000 of expenditures = 3 %


Excess
above A$11,000,000 of expenditures = 1.5 %


3.2.3       
A minimum
amount of A$ 36,000.00 shall be assessed each year calculated from the Effective
Date and shall be reduced pro rata for periods of less than a year.


3.3             
Indirect Charge for
Projects.


If a major
infrastructure construction project is undertaken, a separate indirect charge for such project shall be approved by
the Operating Committee at the time of approval of the project.


Section 4         
Acquisition of Material


4.1             
Acquisitions


Materials purchased for the Operating Account shall be charged at net
cost paid by Officer. The price of Materials purchased shall include,
but shall not be limited to export broker's fees, insurance,
transportation charges, loading and unloading fees, import duties, license
fees, and demurrage (retention charges) associated with the
procurement of Materials, and applicable taxes, less all discounts taken.


4.2             
Materials Furnished by Officer


Materials required for operations shall be purchased for direct charge
to the Operating Account whenever practicable, except Officer may
furnish such Materials from its stock under the following
conditions:


4.2.1       
New Materials
transferred from the warehouse or other properties of Officer hall be priced at
net cost determined in accordance with clause 4.1 above as if Officer had
purchased such new Material just prior to its transfer.  Such net costs shall
in no event exceed the then current market price.


4.2.2       
Material which is in
sound and serviceable condition and suitable for use without repair or
reconditioning shall be classed as Condition ‘B’ and priced at 75% of such new
purchase net cost at the time of transfer.


4.2.3       
Materials not meeting
the requirements of clause 4.2.2 above, but which can be made suitable for use
after being repaired or reconditioned, shall be classed as Condition
"C" and priced at 50% of such new purchase net cost at the time of
transfer.  The cost of reconditioning shall also be charged to the Operating
Account provided the Condition ‘C’ price, plus cost of reconditioning, does not
exceed the Condition ‘B’ price; and provided that Material so classified meet the
requirements for Condition ‘B’ Material upon being repaired or reconditioned.


4.2.4       
Material which cannot
be classified as Condition ‘B’ or Condition ‘C’, shall be priced at a value
commensurate with its use.


4.2.5       
Tanks, derricks,
buildings, and other items of Material involving erection costs, if transferred
in knocked-down condition, shall be graded as to condition as provided in this clause 4.2 of Section 4, and priced on the basis of knocked-down price of
like new Material.



 





13


 







4.2.6       
Material including
drill pipe, casing and tubing, which is no longer useable for its original purpose but is useable for some other purpose,
shall be graded as to condition as provided in this clause 4.2 of Section
4.  Such Material shall be priced on the basis of the current price of items normally
used for such other purpose if sold to third parties.


4.3             
Premium Prices


Whenever
Material is not readily obtainable at prices specified in clauses 4.1 and 4.2
of this clause IV because of national
emergencies, strikes or other unusual causes over which Officer has no control,
Officer may charge the Operating
Account for the required Material at Officer's actual cost incurred procuring
such Material, in making it suitable for use, and moving it to Permit area,
provided that notice in writing,
including a detailed description of the Material required and the required
delivery date, is furnished to Nation
of the proposed charge at least 10 days (or such shorter period as may be specified by Officer) before the
Material is projected to be needed for operations and prior to billing Nation for such Material the cost
of which exceeds fifty thousand Australian dollars (A$50,000).  Nation shall have the right, by so electing and
notifying Officer within seven days (or such shorter period as may be specified
by Officer) after receiving notice
from Officer, to furnish in kind all or part of his share of such Material per
the terms of the notice which is
suitable for use and acceptable to Officer both as to quality and time of
delivery.  Such acceptance by Officer
shall not be unreasonably withheld.  If Material furnished is deemed unsuitable
for use by Officer, all costs
incurred in disposing of such Material or returning Material to owner shall be borne by Nation furnishing the same unless
otherwise agreed by the Parties.  If Nation fails to properly submit an election notification within the designated
period, Officer is not required to
accept Material furnished in kind by Nation.  If Officer fails to submit proper
notification prior to billing Nation
for such Material, Officer shall only charge the Operating Account on
the basis of the price allowed during a "normal" pricing period in
effect at time of movement.


4.4             
Warranty of Material
Furnished by Officer


Officer
does not warrant the condition or fitness for the purpose intended of the
Material furnished. In case defective Material is furnished by Officer for the
Operating Account, credit shall not be passed to the Operating Account until
adjustment has been received by Officer from the manufacturers or their agents.


Section 5         
Disposal of Materials


5.1             
Disposal


Officer
shall be under no obligation to purchase the interest of Nation in new or used
surplus Materials.  Officer shall have the
right to dispose of Materials but shall advise and secure prior agreement of the Operating Committee of any
proposed disposition of Materials having an original cost to the Operating Account either individually or in the
aggregate of A$50,000 or more.  When
Operations are relieved of Material charged to the Operating Account, Officer shall advise Nation of the original cost
of such Material to the Operating Account so that the Parties may
eliminate such costs from their asset records.  Credits for Material sold by Officer
shall be made to the Operating Account in the month in
which payment is received for the Material.  Any Material sold or disposed of under this clause shall be on
an ‘as is, where is’ basis without guarantees or warranties of any kind or nature. Costs and
expenditures incurred by Officer in the disposition of Materials shall be charged to the
Operating Account.



 





14


 







5.2             
Material Purchased by Nation
or its Affiliate


Proceeds
received from disposed Material purchased by Nation or its Affiliate shall be credited to the Operating Account, with new
Material valued in the same manner as new Material under clause 4.2.1 of this Accounting Procedure and used
Material valued in the same manner as
used Material under clause 4.2.2 of this Accounting Procedure, unless otherwise
agreed by the Operating Committee.


5.3             
Sales to Third Parties


Proceeds
received from Material purchased from the Property by third parties shall be
credited by Officer to the Operating
Account at the net amount collected by Officer from the buyer. If the sales
price is less than that determined in accordance with the procedure set
forth in clause 5.2 of this Accounting Procedure, then approval by the
Operating Committee shall be required prior to the sale.  Any claims by the buyer for defective materials or otherwise
shall be charged back to the Operating Account if and when paid by Officer.


Section 6         
Inventories


6.1             
Periodic Inventories -
Notice and Representation


At
reasonable intervals, inventories shall be taken by Officer of all Material
held in warehouse stock on which detailed
accounting records are normally maintained.  The expense of conducting periodic
inventories shall be charged to the
Operating Account.  Officer shall give Nation written notice at least 60 days in advance of its intention to take
inventory, and Nation, at its sole cost and expense, shall each be entitled to
have a representative present.  The failure of Nation to be represented at such
inventory shall bind such Nation to accept the inventory taken by Officer, who
shall in that event furnish Nation with a reconciliation of overages and
shortages.  Inventory adjustments to the Operating Account shall be made for
overages and shortages.  Any adjustment equivalent to A$50,000 or more
shall be brought to the attention of the
Operating Committee.


6.2             
Special Inventories


Whenever
there is a sale or change of interest in the Agreement, a special inventory may
be taken by Officer provided the seller and/or purchaser of such interest
agrees to bear all of the expense thereof. In such cases, both the seller and
the purchaser shall be entitled to be represented and shall be governed by the inventory so taken.