Exhibit 4.62   Confidential material has been redacted and filed
separately with the Securities and Exchange Commission.   XIJIANG OIL FIELD SOUTH CHINA SEA
FPSO LEASE CONTRACT   BY AND BETWEEN
LUFENG DEVELOPMENT COMPANY ANS  CONTRACTOR  AND  CONOCOPHILLIPS CHINA INC.  COMPANY   EFFECTIVE DATE: October 20, 2003  1 
   TABLE OF CONTENTS
TERMS AND CONDITIONS  ARTICLE 1
  - CONTRACT DOCUMENTSARTICLE 2
  - DEFINITIONSARTICLE 3
  - DURATION OF CONTRACTARTICLE 4
  - COMPANY REPRESENTATIVEARTICLE 5
  - CONTRACTOR REPRESENTATIVEARTICLE 6
  - PERFORMANCE OF THE WORKARTICLE 7
  -
  RESPONSIBILITY FOR MATERIALS AND EQUIPMENT PROVIDED BY COMPANYARTICLE 8
  - CONTRACTORS OBLIGATIONSARTICLE 9
  - COMPANYS OBLIGATIONSARTICLE 10
  - RESPONSIBILITY OF
  CONTRACTOR TO INFORM ITSELFARTICLE 11
  -
  RESPONSIBILITY OF CONTRACTOR TO INFORM COMPANYARTICLE 12
  - SUBCONTRACTS AND
  ASSIGNMENTARTICLE 13
  -
  PERSONNEL OF CONTRACTOR AND SUBCONTRACTORSARTICLE 14
  - ACCESS TO WORK
  SITEARTICLE 15
  - INSTALLATIONARTICLE 16
  - PERFORMANCE TEST, UTILIZATION, AND
  DEMOBILIZATIONARTICLE 17
  - INSPECTION AND TESTINGARTICLE 18
  - DEFAULT OF CONTRACTORARTICLE 19
  - SUSPENSION OF WORKARTICLE 20
  - TERMINATION OF WORKARTICLE 21
  - FORCE MAJEUREARTICLE 22
  - TAXES AND DUTIESARTICLE 23
  - AUDITARTICLE 24
  - COMPENSATIONARTICLE 25
  - INVOICING AND
  PAYMENTARTICLE 26
  -
  LIQUIDATED DAMAGES FOR DELAYARTICLE 27
  - PARENT COMPANY GUARANTEEARTICLE 28
  - LIENS AND CLAIMSARTICLE 29
  - RESPONSIBILITIES AND
  INDEMNITIESARTICLE 30
  - INSURANCESARTICLE 31
  - PATENT INDEMNITYARTICLE 32
  - ACTIONS ON BEHALF OF
  COMPANYARTICLE 33
  - TITLEARTICLE 34
  - CONFIDENTIALITYARTICLE 35
  - CONFLICT OF INTERESTARTICLE 36
  - PERMITS, LAWS AND REGULATIONSARTICLE 37
  -
  CUSTOMS AND IMPORT/EXPORTARTICLE 38
  -
  INDUSTRIAL RELATIONSARTICLE 39
  - HEALTH AND
  SAFETYARTICLE 40
  - ENVIRONMENTAL
  CONSIDERATIONSARTICLE 41
  - WAIVERSARTICLE 42
  - COMPLIANCE WITH LAWARTICLE 43
  - ARBITRATION AND GOVERNING
  LAWARTICLE 44
  - INDEPENDENT
  CONTRACTORARTICLE 45
  - LANGUAGEARTICLE 46
  - ENTIRE AGREEMENTARTICLE 47
  - MISCELLANEOUSARTICLE 48
  - NON-EXCLUSIVE AGREEMENT  2 
   TABLE OF CONTENTS
EXHIBITS  EXHIBIT I
  PROJECT SCHEDULEEXHIBIT II
  COMPENSATION SCHEDULEEXHIBIT III
  ADMINISTRATION
  PROCEDURESEXHIBIT IV
  CONTRACTOR ORGANIZATION
  AND PROJECT TEAM KEY PERSONNELEXHIBIT V
  CONTRACTOR PARENT
  COMPANY GUARANTEEEXHIBIT VI
  LIST OF SUBCONTRACTORS
  AND WORK TO BE SUBCONTRACTEDEXHIBIT VII
  COMPANY AND CONTRACTOR
  SUPPLIED SERVICESEXHIBIT VIII
  QUALITY ASSURANCE,
  QUALITY CONTROLTEST AND INSPECTION REQUIREMENTSEXHIBIT IX
  SCOPE OF WORK  3 
   CONTRACT NO.  This FPSO Lease Contract
(hereinafter referred to as CONTRACT) is made and entered into effective as
of the  20th day of October,  2003, between  LUFENG DEVELOPMENT COMPANY ANS, incorporated in Norway, whose registered
office is at Dronning Maudsgate 11, c/o Adv Fa Schjødt AS v/Einar Irgens, 0250
OSLO, NORWAY (hereinafter referred to as CONTRACTOR)  - and -  CONOCOPHILLIPS
CHINA INC. incorporated under the laws of Liberia (hereinafter referred to as
COMPANY) having an office at 13-F Finance Center, Tai Zi Road, Shekou,
Shenzhen, Peoples Republic of China, as Operator of the Xijiang 24-3 and 30-2
Oil Fields (hereinafter Xijiang), South China Sea, the Peoples Republic of
China.  WHEREAS :
  
  COMPANY is engaged in drilling
  and production operations in Xijiang 24-3 and 30-2 Oil Fields of 15/11, 15/22
  block, Offshore the South China Sea, Peoples Republic of China, and requires
  for the services of a CONTRACTOR to supply a Floating Production, Storage and
  Offloading unit and associated loading and dynamic positioning systems
  (hereinafter collectively referred to as FPSO SYSTEM) and install the FPSO
  SYSTEM at the OFFSHORE SITE; to supply, design, engineer, refurbish and/or
  fabricate and install the FPSO SYSTEM at the OFFSHORE SITE; and to operate
  and DEMOBILIZE the FPSO SYSTEM as set forth in detail herein; andWHEREAS :
  
  CONTRACTOR represents
  that it is able and willing to provide the WORK as defined in this CONTRACT,
  and that it has adequate financial resources, technical competence,
  operational experience and capability to do so expeditiously and in
  accordance with the terms and conditions herein contained.  Now it is agreed between
the PARTIES as follows:  ARTICLE 1    - CONTRACT DOCUMENTS  1.1CONTRACTOR
shall perform the WORK in accordance with the terms set forth in this CONTRACT.
The following documents together constitute this CONTRACT:  CONTRACT Terms and Conditions
  
  Articles
  1- 48 inclusiveEXHIBIT I
  
  PROJECT SCHEDULEEXHIBIT II
  
  COMPENSATIONEXHIBIT III
  
  ADMINISTRATION
  PROCEDURESEXHIBIT IV
  
  CONTRACTOR ORGANIZATION
  AND PROJECT TEAM KEY PERSONNEL  4 
   EXHIBIT V
  
  CONTRACTOR PARENT
  COMPANY GUARANTEEEXHIBIT VI
  
  LIST OF SUBCONTRACTORS
  AND WORK TO BE SUBCONTRACTEDEXHIBIT VII
  
  COMPANY AND CONTRACTOR
  SUPPLIED MATERIALS AND EQUIPMENTEXHIBIT VIII
  
  QUALITY ASSURANCE,
  QUALITY CONTROL, TEST AND INSPECTION REQUIREMENTSEXHIBIT IX
  
  SCOPE OF WORK  1.2Any
reference or detail provided in any one of the above documents, but not in
others, shall be taken as read in all documents in this CONTRACT.  1.3The
CONTRACT documents listed above shall be read as one document and all
provisions shall rank equally important and shall govern and be interpreted in
conjunction with each other.  1.4All
standards, codes, specifications, drawings, instructions and other documents
which are referred to in the CONTRACT documents mentioned in Article 1.1
above, shall be deemed incorporated herein by reference and made a part hereof.
If any discrepancy and/or divergence exists between any of the documents or
parts of any one of them, CONTRACTOR shall immediately notify COMPANY of such
instances and COMPANY shall issue instructions in regard thereto. Should
CONTRACTOR fail to give notice to COMPANY as above mentioned regarding
discrepancies and/or divergences in such documents as should reasonably have
been discovered by CONTRACTOR, all extra direct costs resulting from such
failure shall be borne by the CONTRACTOR.  1.5None
of the CONTRACT documents referenced in Article 1.1 above shall be used by
CONTRACTOR for any purpose other than for this CONTRACT.  1.6Index
headings and subheadings in this CONTRACT are used for convenience and ease of
reference only and shall not be deemed to be part thereof or taken into
consideration in the interpretation or construction of this CONTRACT.  ARTICLE 2    - DEFINITIONS  The following definitions
shall apply to this CONTRACT except where the context otherwise requires.
Definitions in CAPITALS shall refer to contractually specific terms.
Definitions in Capitalized Lower Case are given to provide general
clarification of such terms:  5 
   2.1AFFILIATE
or AFFILIATED COMPANY shall mean any company or other entity that directly or
indirectly through one or more intermediary controls, or is controlled by, or
is under common control with a PARTY to this CONTRACT. Control means
ownership of more than fifty percent (50%) of the voting stock of the controlled
company, or the direct or indirect right to determine its actions by contract
or otherwise.  2.2Accepted
and Acceptance wherever used, shall mean accepted/acceptance in writing by
COMPANY.  2.3Approved
and Approval wherever used, shall mean approved/approval by CONTRACTOR,
SUBCONTRACTORS, Classification Society and/or any other third parties in
accordance with their own procedures.  2.4Certification
shall mean specific third party inspection, testing and issuing of appropriate
compliance certificates for all items so described in this CONTRACT.  2.5Certifying
Authority shall mean the designated third party organizations and national
certifying authorities assigned to certify particular parts of the WORK.  2.6Certifying
Authority Surveyor shall mean the representative assigned by the designated
Certifying Authority to the appropriate parts of the WORK.  2.7Classification
shall mean the classing of the FPSO VESSEL and its newly added and existing
EQUIPMENT, and the FPSO MOORING, under the rules and regulations of the
Classification Society.  2.8Classification
Society shall mean Det Norske Veritas also
referred to herein as DNV or any other recognised and mutually agreed Class
Society.  2.9Classification
Society Surveyor shall mean the representative assigned by the Classification
Society to the WORK.  2.10COMMENCEMENT
DATE shall mean the date of commencement of the WORK, as NOTIFIED by COMPANY
to the CONTRACTOR.  2.11COMMISSIONING
shall mean operational testing and calibration of all systems using the power
generated from the FPSO and the introduction of WELL FLUIDS, hydraulic fluids,
seawater or any other fluids used for the normal operation of each system.  COMMISSIONING shall include the PERFORMANCE
TEST.  2.12COMPANY
OFFSHORE REPRESENTATIVE shall mean the senior COMPANY person assigned on board
the FPSO VESSEL.  6 
   2.13COMPANY
REPRESENTATIVE shall mean the person appointed from COMPANY and notified to
CONTRACTOR as being the person responsible for administering this CONTRACT on
COMPANYS behalf and for issuing any instructions hereunder.  2.14CONTRACT
shall mean the Terms and Conditions and the Exhibits, references and documents
attached hereto or incorporated by reference and as may be amended from time to
time.  2.15CONTRACT
DATES shall collectively refer to any or all of the following: Scheduled
Installation Date, Scheduled Acceptance Date, and Scheduled Demobilization
Date.  2.16CONTRACT
PRICE shall mean the mutually agreed unit rates or prices within the
Compensation Schedule (Exhibit II) to be paid to CONTRACTOR.  2.17CONTRACTORs
OIM shall mean the senior CONTRACTORs person assigned on board the FPSO
VESSEL.  2.18CONTRACTORS
REPRESENTATIVE shall mean the person appointed by CONTRACTOR and NOTIFIED to
COMPANY as being the person responsible for administering this CONTRACT on
CONTRACTORs behalf and for issuing any instruction hereunder.  2.19CO-VENTURER
refers to CNOOC CHINA LIMITED SHENZHEN, SHELL CHINA EXPLORATION AND PRODUCTION COMPANY LIMITED, SHELL OFFSHORE
CHINA PARTNERSHIP, PECTEN ORIENT COMPANY LLC,  CONOCOPHILLIPS CHINA INC., and any other companies who may during
the TERM participate as owners in the XJ30-2 and XJ24-3 oilfields.  2.20CREW
shall mean all personnel assigned to permanently work on board the FPSO SYSTEM,
inclusive of all back-to-back relief crews.  2.21DAY
RATE shall mean the rate payable by COMPANY to CONTRACTOR in respect of any
period of twenty four (24) hours commencing at midnight, or pro-rata to the
nearest fifteen (15) minutes in respect of any period less than twenty four
(24) hours.  The DAY RATE shall be as
described in EXHIBIT II - Compensation Schedule;  2.22DEMOBILIZATION
shall mean the safe shut-down and removal of the FPSO SYSTEM from the OFFSHORE
SITE at the end of the UTILIZATION PERIOD, all as described in EXHIBIT IX -
Scope of WORK;  2.23DEMOBILIZATION
CERTIFICATE shall mean the certificate issued by COMPANY in accordance with
EXHIBIT III - Administration Instructions;  2.24DEMOBILIZATION
DATE has the meaning set forth in Article 16.4.  2.25DOWNTIME
shall have   the meaning  set 
forth in EXHIBIT II - Compensation Schedule.  7 
   2.26EFFECTIVE
DATE shall mean the date upon which this CONTRACT becomes effective as set
forth above.  2.27EQUIPMENT
shall mean any and all kinds of supplies, spares, equipment, tools, materials,
bulk items and units, supplied by CONTRACTOR, intended for the performance of
the WORK and/or to become part of the FPSO SYSTEM.  2.28FIELD
FACILITIES shall mean the Platforms located at XJ   24-3 and 30-2 Oil Fields and associated infrastructure in the
Oil Fields, excluding the FPSO SYSTEM  2.29FPSO
MOORING shall mean all components of the Dynamic Positioning System and
external Loading System supplied by CONTRACTOR including, but not limited to,
the Catenary Riser System, Buoyancy Tank, and Outrigger Arm.      FPSO MOORING does   not include   the  COMPANY supplied
Buoy Turret Mooring.  2.30FPSO
VESSEL shall mean the FPSO MUNIN (Class Identification No.19174) including but
not  limited to the vessel, its
machinery, process plant,  accommodation
facilities, and oil offloading system. The battery limit between the FPSO
VESSEL and export tankers shall be the connector at the end of the offloading
hose on the FPSO VESSEL and the ends of the mooring hawsers.  2.31FPSO
SYSTEM shall collectively mean the FPSO MOORING and FPSO VESSEL.  2.32INSTALLATION
shall mean the activities forming that part of the WORK that comprises bringing
the FPSO SYSTEM to, and securing it at, the OFFSHORE SITE, as described in
Exhibit IX, Scope of WORK.  2.33KEY
PERSONNEL shall mean all senior CONTRACTORs personnel assigned to the project,
as defined in EXHIBIT IV - CONTRACTOR Organization and Project Team KEY
PERSONNEL.  2.34MARINE
WARRANTY SURVEYOR shall mean the third party designated by CONTRACTORs
insurance company to approve the marine operations for the FPSO MOORING and
FPSO VESSEL.  2.35NOTICE
or NOTIFICATION shall mean a communication, instruction, decision or
information in writing from one PARTY to this CONTRACT to the other PARTY.  2.36OFFSHORE
SITE shall mean the area designated by COMPANY for installation of the FPSO
SYSTEM.  8 
   2.37Overseeing
shall mean the activities performed by COMPANY to review, inspect, check,
oversee and administer the services and activities carried out by CONTRACTOR in
the performance of the WORK.  2.38PARTY
or PARTIES shall mean one, or other, or both signatories to this CONTRACT.  2.39PERFORMANCE
CERTIFICATE shall mean the certificate issued by COMPANY following successful
completion of the PERFORMANCE TEST in accordance with EXHIBIT III -
Administration Instructions;  2.40PERFORMANCE
TEST shall mean the trial described in Exhibit VIII.  2.41PRODUCED
OIL shall mean the stabilized oil produced from the FPSO VESSEL process plant
meeting the specifications set forth in Exhibit IX, Scope of WORK.  2.42PROJECT
SCHEDULE shall mean the detailed methodology developed by CONTRACTOR
demonstrating how it will perform the WORK defined in this CONTRACT, and
provided in a time frame and in a level of detail as reasonably requested by
COMPANY.  2.43SUBCONTRACT
shall mean any contract between CONTRACTOR and any other third party or for the
performance of the WORK or any part thereof  2.44SUBCONTRACTOR
shall mean any third party having a contract with CONTRACTOR as Accepted in
writing by COMPANY for the performance of the WORK or part thereof. COMPANY
acknowledges that any party included on Exhibit VI shall be deemed Accepted.  2.45TECHNICAL
INFORMATION shall mean all design data, survey results, design standards,
drawings, specifications, instructions and other information referred to,
provided by, or caused to be provided by COMPANY.  2.46TERM
shall mean the period from the EFFECTIVE 
DATE  until finalization of the
DEMOBILIZATION.  2.47UTILIZATION
shall mean the provision of the FPSO SYSTEM, CREW and the operation and
maintenance of the FPSO SYSTEM at the OFFSHORE SITE in accordance with this
CONTRACT.  2.48UTILIZATION
PERIOD shall mean the period of time 
commencing at 00:01 on October 1, 2004 (or such other date
determined in accordance with Article 19.5) and continuing until the
DEMOBILIZATION DATE.  2.49WELL
FLUIDS shall mean oil, gas, water, and other wellstream fluids that flow from
the FIELD FACILITIES to the FPSO SYSTEM.  9 
   2.50WORK
shall mean all activities or services to be performed and rendered by
CONTRACTOR or its SUBCONTRACTORS as expressly set forth in the CONTRACT
documents referred to in Article 1.1 of the Terms and Conditions of this
CONTRACT, and all of CONTRACTORs activities that are reasonably inferable from
the description of the WORK.  This shall
include work or services performed pursuant to any authorization for WORK,
services or changes that will be issued to CONTRACTOR from time to time and
shall become part of the Scope of WORK.  2.51WORK
PLAN shall mean the detailed PROJECT SCHEDULE that the COMPANY
acknowledges from time to time as being the current detailed plan and
schedule that the CONTRACTOR shall utilize in the performance of the WORK.  2.52WORK
SITE shall mean the lands, waters and other places on, under, in, or through
which the WORK will be performed. To include, but not be limited to, marine
construction EQUIPMENT, marine vessels, fabrication facilities, buildings, stores,
design offices and  workshops.  Words imparting the
singular include the plural and vice-versa where the context requires. Words of
one gender include all genders.  References to time in
this CONTRACT shall be calculated according to the Gregorian calendar.
Reference to years, months and days shall mean calendar years, calendar months
and calendar days.  ARTICLE 3    - DURATION OF CONTRACT  3.1This
CONTRACT shall commence from the EFFECTIVE DATE as stipulated in the
introduction hereof and shall be valid until the finalization of
DEMOBILIZATION, or until terminated under Article 20 -Termination of
WORK.  3.2CONTRACTOR
agrees that time is of the essence for this CONTRACT and, unless excused
pursuant to the terms of this CONTRACT, or prevented by the acts or omissions
of COMPANY Group or its contractors, shall complete the INSTALLATION within the
stipulated time periods as prescribed in EXHIBIT I  Project Schedule.  3.3If
COMPANY notifies CONTRACTOR that the progress of WORK has been too slow to achieve
the target completion dates of WORK within the prescribed
schedule referred to in EXHIBIT I  Project Schedule, CONTRACTOR shall
take all steps necessary to expedite the progress of the WORK such as, but not
necessarily limited to, having additional shifts, working overtime and
supplying additional manpower and EQUIPMENT, all at no extra cost to COMPANY.  3.4The
initial UTILIZATION PERIOD shall be for a  
term of 160 days.  COMPANY at its
option may extend the UTILIZATION PERIOD on one or more occasions for an
additional period not to exceed 30 days in the aggregate.  10 
   ARTICLE 4    - COMPANY REPRESENTATIVE  4.1The
COMPANY REPRESENTATIVE shall forward all NOTIFICATIONS from COMPANY to
CONTRACTOR. Such NOTIFICATIONS shall commit COMPANY.  4.2The
COMPANY REPRESENTATIVE may delegate specific responsibilities to a nominated
deputy or deputies. The scope of such delegation shall be the subject of prior
NOTIFICATION to CONTRACTOR. NOTIFICATIONS, from a nominated deputy, within the
scope of the delegation, shall be as if from the COMPANY REPRESENTATIVE.  4.3During
such time as the FPSO SYSTEM is sited at the OFFSHORE SITE, the COMPANY
OFFSHORE REPRESENTATIVE is hereby nominated as a deputy under Article 4.2
above. The CONTRACTOR OIM shall have overall responsibility for the FPSO
SYSTEM. The CONTRACTOR OIM shall carry out any reasonable instructions given by
the COMPANY OFFSHORE REPRESENTATIVE except in the event that conditions arise
or occur which do or are likely to endanger the safety of the FPSO SYSTEM. In
such event, the CONTRACTOR OIM shall so inform the COMPANY OFFSHORE
REPRESENTATIVE, and shall proceed to take such action as the CONTRACTOR OIM
deems necessary for the safety of the FPSO SYSTEM.  4.4Only
the COMPANY REPRESENTATIVE is authorized to receive NOTIFICATIONS of
CONTRACTOR, on behalf of COMPANY, and NOTIFICATION to the COMPANY
REPRESENTATIVE shall be deemed to be NOTIFICATION to COMPANY.  4.5The
COMPANY REPRESENTATIVE shall have the right to make final decisions on all
questions involving the interpretation of specifications, drawings and
documents furnished by COMPANY to CONTRACTOR.  4.6The
COMPANY REPRESENTATIVE shall have the right to reject, or disapprove of, any
part of the WORK that does not conform to this CONTRACT, and to decide all
questions that may arise relative to the performance of the WORK.  4.7Notwithstanding
the above, the presence of and the inspection, supervision and Acceptance by
the COMPANY REPRESENTATIVE, shall not relieve CONTRACTOR from CONTRACTORs
obligations and duties and shall not prejudice COMPANYs rights under this
CONTRACT.  4.8The
COMPANY REPRESENTATIVE shall have the right, but not the obligation, to
prohibit the commencement of WORK, or to stop any WORK in progress if the
EQUIPMENT, personnel or work conditions are considered to be unsafe, or not in
compliance with applicable COMPANYs rules and regulations.  11 
   4.9COMPANY
shall have the right to change the COMPANY REPRESENTATIVE at any time and shall
notify CONTRACTOR accordingly.  ARTICLE 5    - CONTRACTOR REPRESENTATIVE  5.1The
CONTRACTOR REPRESENTATIVE shall supervise, coordinate and ensure the quality of
all aspects of CONTRACTORs obligations under this CONTRACT.  5.2The
CONTRACTOR REPRESENTATIVE shall have the authority to commit CONTRACTOR to any
course of action within the rights and obligations of CONTRACTOR under the
provisions of this CONTRACT and shall send COMPANY all NOTIFICATIONS of CONTRACTOR
under the provisions of this CONTRACT. All NOTIFICATIONS from the CONTRACTOR
REPRESENTATIVE shall be as if from CONTRACTOR.  5.3The
CONTRACTOR REPRESENTATIVE may delegate specific responsibilities to a nominated
deputy or deputies. The scope of such delegation shall be the subject of prior
agreement of COMPANY. Notifications from a nominated deputy, within the scope
of the delegation, shall be as if from the CONTRACTOR REPRESENTATIVE.  5.4For
the purpose of taking instruction from the COMPANY OFFSHORE REPRESENTATIVE as
provided in Article 4.3 of this CONTRACT, the CONTRACTOR OIM is hereby
nominated as a deputy to the CONTRACTOR REPRESENTATIVE.  5.5Only
the CONTRACTOR REPRESENTATIVE is authorized to receive on behalf of CONTRACTOR,
NOTIFICATIONS of COMPANY made under the provisions of this CONTRACT, and
NOTIFICATION to the CONTRACTOR REPRESENTATIVE shall be deemed to be
NOTIFICATION to the CONTRACTOR.  5.6While
the WORK is being performed, the CONTRACTOR REPRESENTATIVE shall be readily
available to discharge his responsibilities in accordance with this CONTRACT.  5.7The
CONTRACTOR REPRESENTATIVE shall not be replaced without the prior agreement of
COMPANY to the choice of a successor.  ARTICLE 6    - PERFORMANCE OF THE WORK  6.1CONTRACTOR
shall perform the WORK strictly in accordance with this CONTRACT and shall
comply with and adhere strictly to COMPANYs instructions and directions on any
matter concerning the WORK.  The
foregoing shall not however be construed to exclude CONTRACTORs duty to exercise
care and diligence.  12 
   6.2CONTRACTOR
shall employ on the WORK only competent and skilled personnel, qualified and
experienced as laid down in the International and P.R. C.  Rules, Codes and Standards, as  applicable.  6.3CONTRACTOR
grants COMPANY a full license for the use of the FPSO SYSTEM and all EQUIPMENT
and supplies provided by the CONTRACTOR for the performance of this CONTRACT.  6.4Save
where conditions arise that may endanger the safety of the FPSO SYSTEM at the
OFFSHORE SITE, any designated safety zones, and/or the FIELD FACILITIES,
CONTRACTOR shall comply with and adhere to COMPANYs reasonable instructions
and directions on all matters whether mentioned in this CONTRACT or not,
concerning the WORK.  6.5CONTRACTOR
shall provide, maintain and operate the FPSO SYSTEM fully equipped, manned and
provisioned, and shall ensure that the FPSO SYSTEM and its EQUIPMENT, and any
facilities and services used for the WORK shall be fit for their intended
purpose as set forth in this Contract. CONTRACTOR shall with all due care and
diligence, execute the WORK and perform all of its obligations under this
CONTRACT.  6.6CONTRACTOR
shall ensure that the WORK and design, facilities, services, and EQUIPMENT (including
those items for which there is no detailed specification in this CONTRACT) used
for or incorporated into the WORK shall be fit for their intended purpose and
of good quality and workmanship.  6.7In
the performance of the WORK, CONTRACTOR shall not materially deviate from the
methods, plans, procedures, standards and the like set out in the Project
Execution Plan approved by COMPANY, without the prior Acceptance  of the COMPANY.  6.8Prior
to UTILIZATION, CONTRACTOR shall carry out all and any maintenance, repair,
refurbishment, modification or improvement necessary to ensure that the FPSO
SYSTEM achieves the performances required under this CONTRACT. If any such
maintenance, repair, modification or improvement is not consistent with the
requirements of this CONTRACT, COMPANY will not issue the PERFORMANCE
CERTIFICATE.  6.9During
UTILIZATION, CONTRACTOR shall carry out all and any maintenance, repair,
refurbishment, modification or improvement necessary to ensure that the FPSO
SYSTEM maintains the performance required under this CONTRACT. If such work
requires that production is temporarily reduced or shut down then such work
shall be subject to the consent of COMPANY, unless such failure to immediately
perform such work would put persons or property at unreasonable risk of injury
or damage, as the case may be. If CONTRACTOR fails to commence and thereafter
carry out such maintenance, repair, modification or improvement in a prompt and
diligent manner then COMPANY shall have the right to  13 
   effect such
maintenance, repair, modification or improvement and the costs thereof shall be
recoverable from CONTRACTOR.  6.10CONTRACTOR shall provide, store, and
maintain a readily available stock of maintenance and repair parts and
operating supplies sufficient to ensure the continued operation of the FPSO
VESSEL.  6.11CONTRACTOR shall conduct inspections of
such nature and frequency as to ensure that the FPSO VESSEL is in good
condition and shall specifically inspect each system in accordance with the
routine maintenance requirement.  6.12CONTRACTOR will make its best effort to
minimize the FPSO VESSELs downtime maintenance.  COMPANY shall allow, without deduction from the DAY RATE, a total
of 3% downtime, calculated monthly during the UTILIZATION PERIOD (Downtime
Time).  6.13During any period other than Downtime
Time when the FPSO SYSTEM is unable to receive, process and offload WELL FLUIDS
at a rate of at least the rated capacity for each process train or of the
offloading system, the DAYRATE as set forth herein will be reduced as set forth
in Exhibit II, Schedule of Compensation.  6.14The
FPSO SYSTEM shall remain at the OFFSHORE SITE for the full duration of the
UTILIZATION PERIOD without disconnection unless such disconnection is otherwise
permitted by the terms of this CONTRACT.  6.15CONTRACTOR
shall be responsible for the timely provision of all matters referred to in
this Article including the timely ordering and delivery of all materials
and EQUIPMENT to be provided by CONTRACTOR and where provided for elsewhere in
this CONTRACT for the timely call off of COMPANY supplied materials, EQUIPMENT
and services in order to ensure that performance and completion of the WORK is
not delayed or impeded.  6.16CONTRACTOR
shall be responsible at all times for scheduling, progress reporting,
forecasting and independently controlling the progress of its WORK to achieve
performance and completion in accordance with the PROJECT SCHEDULE. CONTRACTOR
shall respond promptly and shall accurately furnish to COMPANY, information
about the WORK as requested.  ARTICLE    7
- RESPONSIBILITY FOR MATERIALS AND EQUIPMENT PROVIDED BY COMPANY  7.1CONTRACTOR
shall be responsible for receiving, unloading, handling, storing and transporting
such items of material and equipment as are delivered by COMPANY to the
CONTRACTOR at the WORK SITE.  14 
   7.2CONTRACTOR
shall be given due NOTIFICATION of the expected arrival of COMPANY supplied
materials and equipment referred to in Article 7.1 above.  7.3CONTRACTOR
shall be responsible for providing suitable storage on the FPSO VESSEL for
materials and equipment provided by COMPANY.  7.4COMPANY
warrants that the Buoy Turret Mooring as supplied by COMPANY shall in all
material respects be substantially similar to the  one described in as built drawings and that the buoy structural
connector shall be substantially similar to the spare structural connector that
has been made available to CONTRACTOR at COMPANYs warehouse at the Chiwan
supply base in the  Peoples Republic of
China.  ARTICLE 8    -
CONTRACTORS OBLIGATIONS  8.1Before
commencing any hazardous work operations, CONTRACTOR shall inspect the WORK
SITE and EQUIPMENT involved to ensure that the WORK will be performed under
safe conditions acceptable to COMPANY. 
Furthermore, CONTRACTOR shall obtain Work Permits or Certificates
prior to initiating any hazardous work.  8.2CONTRACTOR
and CONTRACTORs agents, employees, representatives and SUB-CONTRACTORS who are
engaged in the performance of the WORK shall comply with, abide by and enforce
at its sole expense, any rules, regulations and standards on safety, fire
protection and security regulations as set forth by the relevant health and safety
documentation defined in Article 39 - Health and Safety.  8.3CONTRACTOR
shall, at its own cost, make provision for watching, lighting and guarding the
WORK and all associated materials and EQUIPMENT and provide all such marks,
signals and other appliances as may be required by the nature of any part of
the WORK, as required by the COMPANY REPRESENTATIVE, or by any duly constituted
authority for the protection of the WORK, or for the safety and convenience of
the public and others, or for the proper identification of floating WORK or for
the mooring or disposition of floating craft.  8.4As
the WORK progresses, CONTRACTOR shall continually review, revise and control
the WORK PLAN to meet the Start-Up and First Oil date of October 1, 2004,
and shall advise COMPANY of the status of the WORK from time to time as
specified in detail in EXHIBIT III  Administration Procedures.  8.5Prior
to the beginning of the UTILIZATION PERIOD, CONTRACTOR shall ensure at its own
costs and efforts that all the WORK, materials and tools at the WORK SITE
(regardless of who owns or supplies them) are protected against all weather
elements that may be detrimental to the eventual performance of the FPSO SYSTEM
if no such protection is provided. 
During the UTILIZATION PERIOD, CONTRACTOR shall ensure  15 
   at its own costs
and efforts that all the  materials and
tools at the WORK SITE (regardless of who owns or supplies them) are protected
against all weather elements that may be detrimental to the eventual
performance of the FPSO SYSTEM.  8.6CONTRACTOR
shall, as to its employees, agents, invitees and those of any of its
SUBCONTRACTORS, and as to CONTRACTORs work area at the WORK SITE, maintain in
a neat, clean and safe state, the WORK SITE and all CONTRACTORs machinery,
EQUIPMENT, facilities, supplies, construction and operations thereon, and all
other things in any way associated with or utilized in CONTRACTORs WORK. At
the commencement of the WORK and as often thereafter as may be necessary
CONTRACTOR shall inspect its dangerous conditions and operations.  CONTRACTOR shall then warn its employees,
agents and invitees and those of any of its SUBCONTRACTORS and COMPANY
REPRESENTATIVE of the existence of such operations, dangers, defects or
conditions and exercise reasonable diligence to correct the same.  8.7CONTRACTOR
shall develop suitable rules, regulations, practices and requirements for the
execution of the WORK. After Acceptance by the COMPANY, CONTRACTOR shall ensure
that all its employees, agents and SUBCONTRACTORS comply with the agreed rules,
regulations, practices and requirements in the of the WORK.  COMPANY to provide copies of COMPANYs key
available rules, regulations, practices and requirements relevant to the CONTRACT
for information only.  8.8In
the performance of the WORK, no persons other than the authorized employees or
agents of the CONTRACTOR AND SUBCONTRACTORS and the employees or agents of
CO-VENTURERS or the COMPANY shall be allowed in the WORK SITE without the
written consent of both PARTIES.  8.9CONTRACTOR
shall be fully responsible for obtaining the necessary certificates, document
approvals, and other relevant approvals from the Classification Society, Flag
State and/or Chinese national or governmental authorities, all as required to
permit the FPSO SYSTEM to remain insured, in Class and Flagged for the full
duration of UTILIZATION, and to be in full compliance with all statutory and
national laws and regulations relevant for an offshore terminal transiting and
operating in Peoples Republic of China waters.  ARTICLE 9    -
COMPANYS OBLIGATIONS  9.1COMPANY
shall provide all necessary assistance to CONTRACTOR in securing necessary
permits or data from Peoples Republic of China governmental authorities and/or
agencies when required by this CONTRACT. Failure by COMPANY to provide such
assistance shall not relieve the CONTRACTOR from its own responsibilities.  16 
   9.2COMPANY
shall provide such information of the FIELD FACILITIES, the geological and
reservoir data and the Buoy Turret Mooring as is necessary for CONTRACTOR to
perform the WORK under this CONTRACT. 
It is recognized that it is not reasonably possible for CONTRACTOR to
satisfy itself as to the accuracy of much of the information described above,
and as to such information not reasonably capable of independent verification,
CONTRACTOR shall be entitled to rely upon the accuracy of the information
provided.  9.3Any
documents that require the Acceptance of COMPANY pursuant to this CONTRACT,
shall be Accepted or commented upon by COMPANY within two (2) weeks of receipt
thereof, failing which the documents shall be deemed Accepted. This
Article shall not apply to Change Orders, requests for additional compensation
or extensions, or CONTRACT amendments..  9.4COMPANY
shall provide equipment and materials (all as detailed in Exhibit VII  Company
and Contractor Supplied Material and Equipment) timely and promptly according
to this CONTRACT.  ARTICLE 10    -
RESPONSIBILITY OF CONTRACTOR TO INFORM ITSELF  10.1CONTRACTOR
agrees that CONTRACTOR has satisfied itself as to the nature of the WORK,
including but not limited to:  (a)the
supervision and all other necessary services, labor and materials, plant, facilities,
tools,EQUIPMENT,
consumables and supplies required for the performance of WORK;  (b)the
completeness and sufficiency of the compensation stated in EXHIBIT II-
Compensation Schedule;  (c)general
and local conditions especially climatic, 
weather conditions, sub-sea terrain and bearing values when applicable;  (d)all
other matters which could affect progress or performance of the WORK.  10.2Any
failure by CONTRACTOR to take account of such matters which affect the WORK
shall not relieve CONTRACTOR from its obligations under this CONTRACT.  10.3Notwithstanding
the provisions of Article 11 - Responsibility of CONTRACTOR to Inform
COMPANY, COMPANY shall only be liable for any inaccuracy or insufficiency in
information used by CONTRACTOR which affects the performance of the WORK:  (a)to
the extent that performance of the WORK is adversely affected by information
used by CONTRACTOR which was supplied by COMPANY under this CONTRACT; and  (b)for
items described in Article 9.2 
that could not reasonably  be
checked by CONTRACTOR  17 
   10.4CONTRACTOR
assumes total responsibility for all WORK performed by CONTRACTOR, including
WORK that is based upon data and information not contained in this CONTRACT, or
any conclusions, interpretations or work by CONTRACTOR in applying such data
and information to the requirements contained in this CONTRACT.  ARTICLE 11    -
RESPONSIBILITY OF CONTRACTOR TO INFORM COMPANY  11.1CONTRACTOR
shall promptly review the TECHNICAL INFORMATION provided by COMPANY and shall
immediately bring to the attention of COMPANY all things which, in CONTRACTORs
opinion, appear to be deficiencies, omissions, contradictions or ambiguities in
such TECHNICAL INFORMATION, or conflicts with applicable law. COMPANY shall
review these items and issue the necessary instructions before the CONTRACTOR
proceeds with any part of the WORK so affected.  11.2CONTRACTOR
shall NOTIFY COMPANY immediately of any impending or actual stoppages of work,
industrial disputes or other matters affecting or likely to affect the
performance of this CONTRACT.  11.3Before
the commencement of the WORK, CONTRACTOR shall provide the COMPANY with details
of its emergency medical coverage and service arrangements.  ARTICLE 12    -
SUBCONTRACTS AND ASSIGNMENT  12.1Except
as provided herein, CONTRACTOR shall not subcontract the WORK, or any part
thereof, without prior Acceptance of COMPANY. If such subcontract is for a
price less than US$50,000, approval by COMPANY is not required.  Selection of SUBCONTRACTORS related to the
WORK or any part thereof shall require the Approval of COMPANY prior to award
of each SUBCONTRACT unless the prospective SUBCONTRACTOR is listed on the
Approved Subcontractors List.  12.2CONTRACTOR
shall ensure that the rights of COMPANY and the requirements in this CONTRACT
regarding SUBCONTRACTORS are effectively provided for in any SUBCONTRACT
document.  12.3Where a
SUBCONTRACT is provided for in this CONTRACT or where CONTRACTOR wishes to
enter into a SUBCONTRACT, then before CONTRACTOR enters into any such
SUBCONTRACT, COMPANY shall be given an adequate opportunity to review the
choice of SUBCONTRACTOR, the part of the WORK which shall be covered under the
SUBCONTRACT, any other details the COMPANY shall request or specify and,
insofar as COMPANY is required to reimburse to CONTRACTOR the amounts paid to
the SUBCONTRACTOR for the cost of the SUBCONTRACT, CONTRACTOR shall not enter
into the proposed SUBCONTRACT until the requirements of this Article have
been met.  18 
   12.4No
SUBCONTRACT shall bind or purport to bind COMPANY, and each SUBCONTRACT shall
provide for its immediate termination in the event of termination of all or a
relevant part of the WORK or suspension in the event of suspension of all or a
relevant part of the WORK. Each SUBCONTRACT shall provide for CONTRACTORs
right of assignment of the SUBCONTRACT to COMPANY in the event that COMPANY
terminates the WORK.  12.5COMPANY
shall have the right to disapprove, for reasonable cause, any SUBCONTRACTOR,
supplier, vendor, or source of supply selected by CONTRACTOR.  12.6CONTRACTOR
shall be fully responsible for any acts, defaults and omissions of any
SUBCONTRACTOR, and persons either directly or indirectly employed by
SUBCONTRACTORS, to the same extent as it is for the acts and omissions of
persons directly or indirectly employed by CONTRACTOR.  12.7CONTRACTOR
shall not be entitled to any remuneration, commission, discounts or any other
form of allowance on any SUBCONTRACT unless provided for specifically under the
provisions of this CONTRACT except insofar as such allowance has already been
identified within the CONTRACT PRICE.  12.8CONTRACTOR
shall not assign this CONTRACT, or any part thereof, without prior Approval of
COMPANY.  Any attempt by CONTRACTOR to
assign this CONTRACT without COMPANYs prior Approval is void. However,
CONTRACTOR shall be entitled to assign this CONTRACT to any of its financiers.
Approval to such assignment shall not be unreasonably withheld.  12.9Either
Party may assign this CONTRACT to its AFFILIATES , including all rights and
obligations hereunder, at any time, without approval by the other PARTY, but
after giving prior NOTIFICATION, provided that the assignment will not result
in an impairment of creditworthiness beyond that level which existed prior to
the assignment, after taking into account parent company guarantees and other
forms of financial assurance. 
Additionally, as a condition precedent to the assignment, letters of
quiet enjoyment must be provided by assignor in a form reasonably satisfactory
to the non-assigning PARTY from any creditors of the assignee that might assert
a claim to the FPSO SYSTEM after the assignment.  12.10Approvals
granted pursuant to this Article shall not release or relieve CONTRACTOR
of any of its obligations under this CONTRACT, or create any contractual
relationship between any SUBCONTRACTOR and COMPANY.  19 
   ARTICLE 13    -
PERSONNEL OF CONTRACTOR AND SUBCONTRACTORS  13.1CONTRACTOR
warrants that, over the duration of the WORK, it shall continuously provide
properly qualified and experienced personnel to perform the WORK and further
warrants that the offshore personnel nominated in EXHIBIT IV - CONTRACTOR
Organization and Project Team Key Personnel are sufficient in number and type
for the safe operation of the FPSO SYSTEM.  13.2KEY
PERSONNEL, as defined in EXHIBIT IV - CONTRACTOR Organization and Project Team
Key Personnel; shall not be replaced without the prior agreement of COMPANY of
a suitable successor. In order to ensure that continuity of the WORK is
maintained, any successor shall work alongside the person who is to be replaced
for a reasonable handover period, at no cost to COMPANY.  13.3CONTRACTOR
shall ensure that KEY PERSONNEL and supervisory personnel of CONTRACTOR and
SUBCONTRACTORS shall read, write and speak fluent English.  13.4CONTRACTOR
shall make its own arrangements for the engagement of personnel, local or
otherwise, and save in so far as this CONTRACT otherwise provides, for their
transport, accommodation, maintenance, payment, board and lodging.  13.5CONTRACTOR
shall be as responsible for any WORK performed by any agency staff as if the
WORK was performed by the salaried employees of CONTRACTOR. For the purposes of
this CONTRACT, agency staff of CONTRACTOR shall be deemed to be employees of
CONTRACTOR and the responsibilities, indemnities and insurance obligations of
CONTRACTOR shall apply on this basis.  13.6COMPANY
may review the arrangements for the engagement of agency staff to ensure that
these provisions are being complied with.  13.7COMPANY
shall be entitled, without prejudice to any other rights or remedies available
to COMPANY under this CONTRACT or otherwise in law, to require CONTRACTOR to
remove from the WORK, any person who, in the opinion of COMPANY, is
incompetent, misconducts himself, is negligent in the performance of his
duties, or is otherwise considered to be detrimental to the project, and in
such event shall not be again employed upon the WORK without the written
permission of COMPANY. CONTRACTOR shall forthwith replace, at CONTRACTORs sole
expense, any such discharged person with a suitably qualified and experienced
person satisfactory to COMPANY.  13.8CONTRACTOR
shall ensure that all employees of CONTRACTOR and any SUBCONTRACTOR engaged in
the performance of the WORK comply with applicable immigration laws and where
required are in possession of a valid work permit for the duration of their
contribution to the WORK. Details of such work permits shall be made available
for COMPANY review for the duration of the WORK  20 
   13.9Any
other work by CONTRACTOR shall not affect its performance under the CONTRACT  ARTICLE 14 -
ACCESS TO WORK SITE  14.1Each
PARTY shall permit free access to the WORK SITE to the other Party and to any
persons authorized by them including the employees and representatives of other
contractors employed by COMPANY. CONTRACTOR shall cooperate fully with and
afford all reasonable facilities and make available any specifications,
drawings, design data, vendor data, operations and maintenance data and other
technical information to such persons as may from time to time be reasonably
requested by COMPANY.  14.2Not
later than 00:00 hours on September 25, 2004 and continuing thereafter as
needed, COMPANY shall permit CONTRACTOR free and unrestricted access to the
offshore WORK SITE to allow CONTRACTOR to start and complete INSTALLATION.  ARTICLE 15  INSTALLATION  15.1CONTRACTOR
shall complete INSTALLATION by September 30, 2004 in accordance with
Exhibit I, Project Schedule.  15.2The
CONTRACTOR REPRESENTATIVE shall be responsible for coordinating with the
COMPANY REPRESENTATIVE in the event that INSTALLATION of the FPSO SYSTEM is
carried out concurrently with COMPANYs activities on the FIELD FACILITIES, and
for connecting the FPSO SYSTEM to the FIELD FACILITIES.  15.3If
COMPANY identifies deficiencies, omissions or any other deviation from the
requirements of this CONTRACT, CONTRACTOR shall immediately remedy same, as
directed by COMPANY, all at CONTRACTORs expense. .  ARTICLE 16-
PERFORMANCE TEST, UTILIZATION,  AND
DEMOBILIZATION  16.1PERFORMANCE
TEST  (a)The
CONTRACTOR OIM shall communicate with the COMPANY REPRESENTATIVE and the
COMPANY OFFSHORE REPRESENTATIVE to coordinate flowing of WELL FLUIDS from the
FIELD FACILITIES in order to allow CONTRACTOR to start up the FPSO SYSTEM.  (b)When
CONTRACTOR considers that the INSTALLATION has been satisfactorily performed,
CONTRACTOR shall notify COMPANY whereupon 
the PERFORMANCE TEST will commence. For the duration of the PERFORMANCE
TEST, COMPANY will flow WELL  21 
   FLUIDS
from the FIELD FACILITIES to the FPSO SYSTEM in accordance with the test
procedure defined in EXHIBIT VIII - Quality Assurance, Quality Control, Test
and Inspection Requirements.   The
PERFORMANCE TEST will be complete when all aspects of the test described in
Exhibit VIII and the first offloading of crude oil to an export tanker have
been completed.  Upon mutual agreement
of the PARTIES, selected portions of the PERFORMANCE TEST may be conducted
prior to INSTALLATION.  (c)Any
failure of the FPSO SYSTEM as described in the test procedure shall invalidate
the PERFORMANCE TEST and the test shall be repeated in its entirety until
satisfactorily completed.  (d)When
COMPANY considers that the PERFORMANCE TEST has been satisfactorily completed
in accordance with this CONTRACT, COMPANY shall issue the PERFORMANCE
CERTIFICATE on the basis of the criteria defined in EXHIBIT III -
Administration Procedures.  (e)The
issue of the PERFORMANCE CERTIFICATE by COMPANY shall not relieve CONTRACTOR
from any obligations of this CONTRACT or at law.  16.2DEMOBILIZATION  (a)No
later than 100 days after the commencement of the UTILIZATION PERIOD, COMPANY
will provide CONTRACTOR with a thirty (30) day window within which the
DEMOBILIZATION DATE will occur.  No
later than 130 days after the commencement of the UTILIZATION PERIOD, COMPANY
will provide CONTRACTOR with a fourteen (14) day window within which the
DEMOBILIZATION DATE will occur.  Not
later than 150 days after the commencement of the UTILIZATION PERIOD, COMPANY
will provide CONTRACTOR with a three (3) day window within which the
DEMOBILIZATION DATE will occur.  Not
later than 160 days after the commencement of the UTILIZATION PERIOD, COMPANY
will nominate the DEMOBILIZATION DATE.  (b)The
DEMOBILIZATION DATE shall in no event be later than 190 days after the
commencement of the UTILIZATION  PERIOD.  (c)COMPANY
SHALL unload all crude oil and processed fluids from the FPSO SYSTEM prior to
the DEMOBILIZATION DATE, leaving only heels of crude oil and processed fluids
that are not unloaded during normal operations.  As part of DEMOBILIZATION, CONTRACTOR  will properly dispose of all such heels and residue in a lawful
and safe manner.  (d)The
UTILIZATION PERIOD shall terminate at 2359 hours on the day before the  DEMOBILIZATION DATE.  22 
   (e)Within
five (5) days from the beginning of the DEMOBILIZATION DATE, CONTRACTOR will
leave the FIELD FACILITIES  in the same
condition as they existed prior to INSTALLATION.  ARTICLE 17 -
INSPECTION AND TESTING  17.1CONTRACTOR
shall be responsible for carrying out all inspection and testing of the FPSO
SYSTEM as required by law. In addition, CONTRACTOR shall perform all inspection
and testing as specified in EXHIBIT VIII - Quality Assurance, Quality Control,
Test and Inspection Requirements, or to a greater extent if it deems
necessary, independent of that provided by COMPANY, pursuant to the following
Articles, to discover any deviations from this CONTRACT or any defective
workmanship, materials and/or EQUIPMENT, in time to avoid delay in the progress
of the WORK.  17.2CONTRACTOR
shall be responsible for ensuring that all necessary inspections and surveys of
the FPSO SYSTEM by the Classification Society and Certifying Authority are carried
out and duly recorded.  17.3CONTRACTOR
shall keep COMPANY and/or its authorized representatives informed of receipt of
important SUBCONTRACTED items, work schedule and tests (including tests on
SUBCONTRACTED items) to be performed so as to enable COMPANY and/or its
authorized representatives to attend these tests or inspections.  17.4COMPANY
and/or its authorized representatives shall have the right, but not the
obligation, to inspect all workmanship, and EQUIPMENT, while same are in
process of fabrication, erection, construction, installation, and test.  COMPANY can reject any or all of the
workmanship, and EQUIPMENT if found not to be in accordance with this CONTRACT.
Any inspection by COMPANY and/or its authorized representatives shall in no way
alter or diminish CONTRACTORS responsibilities, obligations and liabilities
under this CONTRACT.  17.5If
COMPANY determines that any or all of the workmanship and EQUIPMENT of the FPSO
SYSTEM are not in accordance with this CONTRACT, CONTRACTOR shall immediately
repair or replace the same, all at CONTRACTORs expense as directed by COMPANY
and/or its authorized representatives, and shall carry out such further
inspections or tests on other similar parts of the WORK as COMPANY may require
to ensure that there are no similar parts of the WORK that fail to conform with
this CONTRACT. The aforesaid shall also apply in respect of the WORK carried
out, and/or EQUIPMENT supplied by SUBCONTRACTORS.  17.6In no
case may CONTRACTOR use the existence of such inspection or non-exercise of
COMPANYs rights of inspection, as granted in this Article,  23 
   to alter or
diminish the responsibilities, obligations and liabilities of CONTRACTOR to
deliver the FPSO SYSTEM in conformity with this CONTRACT.  17.7If this
CONTRACT or COMPANYs instructions require any inspection or testing of the
WORK to be witnessed by COMPANY and/or its authorized representatives,
CONTRACTOR shall give COMPANY adequate notice of its readiness for such
inspection or testing, and COMPANY and/or its authorized representatives will
then perform such inspection or witness such test.  If any part of the WORK is closed or covered before the required
inspection or witnessing has been performed by COMPANY, or otherwise without
agreement by COMPANY, the WORK shall be reopened or uncovered for inspection or
witnessing and re-closed or re-covered, all at CONTRACTORs expense as directed
by COMPANY and/or its authorized representatives.  17.8COMPANY
and/or its authorized representatives shall have the right, but not the
obligation, to inspect all EQUIPMENT at any time during the progress of the
WORK.  If any EQUIPMENT is, in the
opinion of COMPANY and/or its authorized representatives, unsafe or not
suitable for doing the WORK, CONTRACTOR shall repair or replace it with safe
and suitable EQUIPMENT at CONTRACTORS expense.  The foregoing shall not relieve CONTRACTOR of its responsibility
for safety in relation to EQUIPMENT. 
COMPANY will be responsible for the decision of its personnel and
authorized representatives.  17.9CONTRACTOR
shall provide COMPANY at no cost, all reasonable facilities, including space,
supporting services, utilities, test specimens, certified documents or other
means for ascertaining that the workmanship, materials and EQUIPMENT used are
in accordance with this CONTRACT.  17.10In the event
that COMPANY requires testing and inspection in addition to requirements
accepted by COMPANY in accordance with the CONTRACT, COMPANY shall reimburse
CONTRACTOR for the cost of these additional tests and/or inspections, and it is
agreed that schedule impacts caused by such testing and inspections shall
be for the account of COMPANY.  ARTICLE 18 -
DEFAULT OF CONTRACTOR  18.1The
occurrence of any of the following events shall be deemed a default under this
CONTRACT:  a)Any
attempted transfer or assignment by CONTRACTOR of its rights or duties under
this CONTRACT without the prior Approval of COMPANY; or  b)The
making by CONTRACTOR of any assignment for the benefits of creditors, the
filing by or against CONTRACTOR of a petition in bankruptcy or for corporate
reorganization, or the appointment of a receiver or trustee for CONTRACTOR or
the properties of CONTRACTOR; or  24 
   c)The
failure of CONTRACTOR to satisfy within thirty (30) days of its entry any final
judgment upon which execution is possible, or the attachment of any general
lien against all the real or personal property of CONTRACTOR and the continued
existence thereof for more than thirty (30) days; or  d)If
the CONTRACTOR has, in the reasonable opinion of COMPANY, failed to in all
material respects (pertaining to the root of the CONTRACT) to conduct the WORK,
or part thereof in a diligent, skillful and professional manner and in
accordance with good and modern engineering and shipbuilding practice as
required herein, or failed to adhere to any of its duties and obligations under
this CONTRACT.  18.2If
CONTRACTOR is in default, COMPANY shall NOTIFY CONTRACTOR of such default and
shall require CONTRACTOR to take appropriate corrective action without
prejudicing any of COMPANYs rights hereunder, or in law or equity. If
CONTRACTOR, on receipt of such notification, does not immediately commence and
thereafter continuously proceed with action satisfactory to COMPANY to remedy
such default, COMPANY may suspend all or part of the WORK, or terminate all or
part of the WORK.  18.3Notwithstanding
the foregoing, in the event of default by CONTRACTOR, COMPANY shall have the
option, in addition to its rights under Article 20.2, to enforce the
Parent Company Guarantee, if applicable.  ARTICLE 19 -
SUSPENSION OF WORK  19.1COMPANY
may, at any time, suspend all or any part of, the remaining WORK for any reason
whatsoever, by NOTIFYING CONTRACTOR, specifying the part of the WORK to be
suspended and the effective date of suspension.  CONTRACTOR shall cease performance of said suspended part of the
WORK on the effective date of suspension. CONTRACTOR shall continue to perform
the unsuspended part of the WORK, and shall take all action necessary to
maintain and safeguard the suspended WORK.  19.2CONTRACTOR
shall comply with COMPANYs instructions with respect to all activities in
connection with any suspension of the WORK, or part thereof.  Such compliance will be a factor in
determining reasonableness of costs incurred. 
Compensation for suspension shall be limited to the amounts set forth in
EXHIBIT II  COMPENSATION SCHEDULE as a fixed Suspension Rate, making a
distinction in the periods before and 
during the UTILIZATION PERIOD. CONTRACTOR will not be compensated for
expenses that resulted from suspension, or cancellation of WORK solely by
default of CONTRACTOR, such as safety reasons for which CONTRACTOR is held
responsible.  25 
   19.3Neither
COMPANY nor CONTRACTOR shall be liable to the other for loss of anticipated
profits sustained on account of any suspension of the WORK or part thereof.  19.4COMPANY
may, at any time, authorize resumption of all or any part of the suspended
WORK, by giving notice to CONTRACTOR specifying the WORK to be resumed and the
effective date of withdrawal of suspension. 
The WORK shall be resumed by CONTRACTOR within ten (10) days after
receipt of such notice, where applicable, and an equitable adjustment shall be
made to the CONTRACT  PRICE or other
obligations.  19.5In the
event that suspension takes place prior to UTILIZATION, COMPANY may extend the
beginning date of the UTILIZATION PERIOD and the Start Up Date by up to 30
days; provided, however, that no such extension shall extend the end of the
UTILIZATION PERIOD beyond 00:00 April 9, 2005.  Compensation for such suspension will be as provided in Exhibit
II, Compensation Schedule.  19.6In the
event that suspension takes place during UTILIZATION, reimbursement shall be on
the basis of the DAY RATE AS DEFINED IN Exhibit II  Compensation Schedule.  19.7In the
event that suspension arises due to sole default of CONTRACTOR or
SUBCONTRACTOR, no compensation shall be due to CONTRACTOR and no DAY RATE will
be payable for the duration of the suspension.  19.8The
invoice(s) issued subsequent to the suspension period shall be calculated
accordingly, allowing for each hour or part hour of suspension.  ARTICLE 20 -
TERMINATION OF WORK  20.1Termination
Without Cause:  a)Notwithstanding
any other provisions to the contrary herein, and in addition to COMPANYs right
either to suspend CONTRACTOR from all or any part of the WORK pursuant to
Article 19 - Suspension of WORK, COMPANY may, at any time, terminate
without cause for its own convenience, the WORK in whole, or in part, by giving
at least 90 days NOTIFICATION during UTLIZATION period to CONTRACTOR that
COMPANY intends to terminate the WORK, specifying the WORK to be terminated,
and the effective date of termination.  b)Should
COMPANY terminate this CONTRACT or any portion of the WORK without cause,
CONTRACTOR shall stop performance of the WORK, or the terminated portion of
WORK, as the case may be, on the effective date of termination, but shall
continue to perform all un-terminated parts of the WORK.  26 
   (c)COMPANY
shall compensate CONTRACTOR as  set
forth in Schedule II  Compensation Schedule in the event of
termination without cause of this CONTRACT.  20.2Termination
For Cause  (a)COMPANY
shall have the right to terminate for cause, all or part of the WORK, for any,
some or all of the following reasons:  (i)in
the event of wreckage, total loss or constructive total loss of the FPSO VESSEL
and/or FPSO MOORING;  (ii)CONTRACTOR
becoming bankrupt or a winding-up order being made or (except for the purposes
of amalgamation or reconstruction) a resolution for voluntary winding-up passed
or a Provisional Liquidator, Liquidator, Receiver, Administrator or Manager of
its business or undertaking appointed or possession being taken by or on behalf
of the holders of any debenture secured by a floating charge of any property
comprised in or subject to the floating charge, or any equivalent act or thing
should be done or suffered under any applicable law;  (iii)in
the event that satisfactory completion of the PERFORMANCE TEST is not achieved
within thirty (30) days after the beginning of the UTILIZATION PERIOD  unless delayed in accordance with COMPANY
instructions or delayed for any cause outside the reasonable control  of 
CONTRACTOR, (including but not limited to: no unrestricted access to the
Field, unsafe installation weather, incorrect COMPANY data.  (iv)If
CONTRACTOR fails, or refuses, to remedy the defaults complained of in COMPANYs
written notice given pursuant to Article 18.2, or If CONTRACTOR has
committed a substantial breach of this CONTRACT and fails to, upon notice given
by COMPANY, promptly commence remedying the breach and /or complete the remedy
with all diligence and dispatch.  (b)Should
COMPANY terminate this CONTRACT or any portion of the WORK for cause,
CONTRACTOR shall stop performance of the WORK, or the terminated portion of
WORK, as the case may be, on the effective date of termination, but shall
continue to perform all un-terminated parts of the WORK.  (c)In
the event that COMPANY terminates this CONTRACT for cause prior to the
UTILIZATION PERIOD, COMPANY shall have no further liability to CONTRACTOR
hereunder.  27 
   20.3CONTRACTOR
may terminate the WORK and/or the CONTRACT for cause if COMPANY fails, upon
written notice from CONTRACTOR to remedy a breach of its payment obligations
under the CONTRACT within seven (7) working days from such notice,  whereupon CONTRACTOR shall be entitled to
compensation  in accordance with  EXHIBIT II  SCHEDULE OF COMPENSATION.  20.4If
either CONTRACTOR or COMPANY terminates any part of the WORK in accordance with
the provisions herein, CONTRACTOR shall:  (a)execute
and deliver to COMPANY all documents required by COMPANY with respect to said
part of the WORK.  (b)cease
performance of the WORK or such part thereof as may be specified in the notice;  (c)allow
COMPANY, or its nominee, full right of access to the FPSO SYSTEM and any other
parts of the WORK SITE in order to take over and/or remove all the COMPANY
personnel, materials, plant, EQUIPMENT and/or supplies (to the extent paid for
by COMPANY). CONTRACTOR shall provide all necessary assistance in offloading
such personnel, materials, plant, EQUIPMENT and/or supplies;  (d)assign
to COMPANY, or its nominee, to the extent desired by COMPANY all the relevant
part of the rights, titles, liabilities and SUBCONTRACTS relating to the WORK
which the CONTRACTOR may have acquired or entered into;  (e)remove
all the EQUIPMENT, materials and plant, other than that required under
sub-clause (c) above, of the CONTRACTOR from the immediate area in which the
WORK is being performed unless otherwise instructed by the COMPANY.  (f)If
termination of the whole of the WORK occurs during UTILIZATION, DEMOBILIZE the
FPSO SYSTEM from the OFFSHORE SITE.  20.5For the
part of the WORK terminated, the applicable provisions of this CONTRACT shall
continue in full force and effect as to all the WORK performed prior to the
effective date of termination.  For the
remainder of the WORK this CONTRACT shall remain in full force and effect.  20.6If this
CONTRACT, or any portion of the WORK is suspended or terminated and if COMPANY
so requests, CONTRACTOR shall immediately make every reasonable effort to
procure cancellation of existing SUBCONTRACTS, purchase orders or other
obligations entered into by CONTRACTOR with SUBCONTRACTORS, suppliers, vendors
or others upon terms satisfactory to COMPANY.  20.7COMPANY
may direct CONTRACTOR to execute and deliver to COMPANY all documents related
to this CONTRACT and required by  28 
   COMPANY and to
take all steps necessary to fully vest in COMPANY the rights and benefits of
CONTRACTOR under existing SUBCONTRACTS or other obligations with
SUBCONTRACTORS, vendors, suppliers and others. In addition, CONTRACTOR shall do
whatever is necessary to preserve and protect the WORK already in progress, to
protect materials, drawings, documents, 
EQUIPMENT and supplies in transit or at the WORK SITES and to minimize
all costs to COMPANY and CONTRACTOR resulting from such termination.  20.8Neither
COMPANY nor CONTRACTOR shall be liable to the other for loss of anticipated
profits sustained on account of such termination.  20.9If, in
the performance of this CONTRACT, CONTRACTOR causes this CONTRACT to be
terminated, COMPANY shall have the right to enforce the Parent Company
Guarantee for recovery of any costs incurred by COMPANY as a result of
termination of this CONTRACT, and/or for completion of the WORK.  20.10The foregoing
provisions of this Article are without prejudice to any other rights and
remedies of either Party under this CONTRACT or at law.  20.11In the event
of termination under this Article, CONTRACTOR shall not be relieved of any
continuing obligations or liabilities under this CONTRACT or at law.  ARTICLE 21 -
FORCE MAJEURE  21.1For the
purposes of this CONTRACT, the events falling within the term Force Majeure
shall be limited to the following:  (a)Riot,
war, invasion, act of foreign enemies, hostilities (whether war be declared or
not) acts of terrorism, civil war, rebellion, revolution, insurrection of
military or usurped power; or  (b)Ionizing
radiation or contamination by radio-activity from any nuclear fuel or from any
nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive
or other hazardous properties of any explosive nuclear assembly or nuclear
component thereof; or  (c)Pressure
waves caused by aircraft or other aerial devices traveling at sonic or
supersonic speeds; or  (d)Landslide,
lightning, flood, fire or other natural physical disaster or,  (e)Strikes,
lock-outs, or other industrial disputes at national level, but excluding
strikes, lockouts or other industrial disputes or action solely amongst
employees of CONTRACTOR, SUBCONTRACTORS, vendors and suppliers; or  (f)Maritime
disasters, shipwreck and perils to navigation; or  29 
   (g)Changes
to any general or local statute ordinance decree or other law or any regulation
or by-law of any local or other duly constituted authority or the introduction
of any such statute ordinance decree law regulation or by-law; or  (h)Quarantine,
public disorder, sabotage or similar events beyond the control of the PARTIES.  (i)Weather,
sea and other environmental conditions that exceed the environmental design
criteria, including typhoons and named storms.  21.2However,
Force Majeure shall not include occurrences as follows:  a)Late
delivery of materials caused by congestion at suppliers plant or elsewhere, an
oversold condition of the market, inefficiencies, or similar occurrences; or  b)Late
performance by CONTRACTOR and/or a SUBCONTRACTOR caused by unavailability of
EQUIPMENT, supervisors or labor, inefficiencies or similar occurrences; or  c)Mechanical
breakdown of any item of CONTRACTORS or SUBCONTRACTORs EQUIPMENT, plant or
machinery; or  d)Delays
due to weather, sea and other environmental conditions within the environmental
design criteria, unless during INSTALLATION and/or DEMOBILIZATION, such
conditions would cause an unsafe performance by CONTRACTOR; or  e)Non-conformance
by SUBCONTRACTORS;  Unless the delay
arises out of a Force Majeure occurrence and is beyond both CONTRACTORs and
the SUBCONTRACTORs or suppliers control and an alternate acceptable source of
services, EQUIPMENT, or material is unavailable.  Additionally, Force Majeure shall not include financial distress
of COMPANY, CONTRACTOR and/or any SUBCONTRACTOR.  21.3Where
any Force Majeure event renders impossible or unsafe or hinders or delays the
performance of any obligation, or the exercise of any right under this
CONTRACT, then the failure or omission of COMPANY or CONTRACTOR to perform such
obligation shall not be treated as failure or omission to comply with this
CONTRACT.  21.4Upon
the occurrence of any Force Majeure event the PARTY so affected in the
discharge of its obligation shall promptly give NOTICE of such event to the
other PARTY and, in any event, within seven (7) days.  The affected PARTY shall make every reasonable effort to remove
or remedy the cause of such Force Majeure or mitigate its effects as quickly as
may be possible. If such occurrence results in the delay or suspension of all
or part of the  30 
   WORK, the PARTIES
shall meet and determine the appropriate measures to be taken.  21.5Upon
cessation of any Force Majeure occurrence, CONTRACTOR shall prepare a revised
WORK PLAN to include for rescheduling the WORK so as to minimize the effects of
the delay and having made due allowance for any instruction to accelerate the
WORK, COMPANY shall authorize to adjust the Project Schedule in order to
take into account any remaining effects of such delay.  21.6No
adjustment to the CONTRACT PRICE shall be made in respect of a Force Majeure
occurrence.  21.7Any
delay or failure in performance by either PARTY hereto shall not give rise to
any claims for damages or loss of anticipated profits if, and to the extent,
such delay or failure is caused by Force Majeure other than CONTRACTOR being
entitled to a Force Majeure Rate in accordance with EXHIBIT II  COMPENSATION
SCHEDULE for the period that the Force Majeure event lasts.  ARTICLE 22 -
TAXES AND DUTIES  22.1CONTRACTOR
shall be responsible for and shall pay at its own expense, when due and
payable, all taxes, duties, fees or other governmental charges relating to the
WORK including, but not necessarily limited to:  (a)All
sales, excise, storage, consumption, end-user taxes, licenses, permit and
registration fees, income, profit, excess profit, franchise, and personal
property taxes;  (b)All
employment taxes and contributions imposed by law, or trade union contracts, or
regulations, with respect to, or measured by, the compensation (wages,
salaries, or other) paid to employees of CONTRACTOR including, without
limitation, taxes and contributions for unemployment compensation insurance,
old age benefits, welfare funds, pensions and annuities, and disability
insurance;  (c)All
import licenses, duties, surtax, sales tax, and all other statutory imposts
(hereinafter referred to as Customs duties) on materials and EQUIPMENT
required for the FPSO SYSTEM, and construction tools, EQUIPMENT and vessels
used in accomplishing the WORK except for any Customs duties payable by COMPANY
pursuant to Article 22.3.  22.2CONTRACTOR
shall indemnify and hold COMPANY harmless from and against any and all claims
or liability for taxes, duties and surcharges of whatsoever nature for which
CONTRACTOR is responsible under this CONTRACT.  31 
   22.3COMPANY
shall reimburse CONTRACTOR for any payment of Customs duties that may be levied
on COMPANY furnished materials and EQUIPMENT by the relevant authorities at the
WORK SITE or other location outside the Peoples Republic of China provided that
CONTRACTOR has used its best efforts to minimize any cost due to the
application of such imposts by applying for and obtaining any exemption
applicable or has used reasonable diligence in resisting the application of
such imposts on CONTRACTORs performance of the WORK under this CONTRACT.  22.4CONTRACTOR
shall protect and indemnify COMPANY and hold COMPANY safe and harmless from any
and all claims or liability for income, excess profits, royalty and other taxes
assessed or levied by the Government of the Peoples Republic of China or by any
relevant authorities thereof or by the government of any other country against
CONTRACTOR or its SUBCONTRACTORS or against COMPANY for or on account of any
payment made to or earned by CONTRACTOR or its SUBCONTRACTORS hereunder.
Further, CONTRACTOR shall protect and hold COMPANY harmless from all taxes
assessed or levied against or on account of wages, salaries or other benefits
paid to or enjoyed by employees of CONTRACTOR or its SUBCONTRACTORS, and all
taxes assessed or levied against or on account of any property or EQUIPMENT of
CONTRACTOR or its SUBCONTRACTORS.  22.5COMPANY shall have
the right to withhold income, excess profit, royalty and other taxes from
payment due to CONTRACTOR under this CONTRACT, to the extent that such
withholdings may be required by the tax laws, rules or regulations of the
Peoples Republic of China, the Government of China or any relevant authorities
thereof, or by the government of any other country, and payment by COMPANY to
the respective governmental office of the amount of money so withheld will
relieve COMPANY from any further obligation to CONTRACTOR with respect to the
amount so withheld.  The Company shall
withhold any tax without gross-up and may furnish the Contractor with receipts
or other acceptable supporting documentation substantiating remittance of
withholding taxes to the appropriate tax authorities on behalf of the
Contractor.  22.6CONTRACTOR
shall indemnify and hold COMPANY safe and harmless from and against all claims,
demands and causes of action based on any actual or alleged failure by
CONTRACTOR or its SUBCONTRACTORS to make timely payment of any taxes or duties
for which they are liable or any actual or alleged failure by CONTRACTOR or its
SUBCONTRACTORS to comply with applicable reporting, return, or other procedural
requirements with respect to their payment. This indemnity shall include
without limitation all penalties, awards, and judgments; court and arbitration
costs; attorneys fees; and other reasonable expenses associated with such claims,
demands, and causes of action.  22.7CONTRACTOR
shall give prompt notice to COMPANY of all matters pertaining to non-payment,
claim of immunity, or exemption from any taxes or duties.  32 
   ARTICLE 23 - AUDIT  23.1CONTRACTOR
shall maintain true and correct records pertaining to this CONTRACT and its
performance.  CONTRACTOR shall retain
such records for at least two years after completion of this CONTRACT.  COMPANY may audit such records at any
reasonable time during the CONTRACT and during the two years after its
completion. Agreed rate levels and lump sums shall not be subject to audit
right.  23.2Only if
CONTRACTOR has invoiced for items and/or services as directly reimbursable
costs, COMPANY or its authorized representative shall have reasonable access to
CONTRACTORs rate information that is in dispute to satisfy themselves that no
items and/or services that are supposed to be included in the DAY RATES of
CONTRACTOR are invoiced as directly reimbursable costs and that all items
and/or services that are supposed to be provided for in the DAY RATES of
CONTRACTOR are so provided. If any costs are in dispute and the CONTRACTOR
refuses to provide access, such costs shall be deemed to be included in the fixed
DAY RATES of CONTRACTOR and shall not be allowable as reimbursable costs.  23.3COMPANYs
claims for omissions, corrections or errors in charges and credits for
COMPANYs account and over-payments of amounts billed by CONTRACTOR and others
noted above may be presented at any time during the course of the WORK and
before expiration of twelve (12) months after the actual DEMOBILIZATION DATE,
or the date of termination of the WORK if earlier.  A written response to COMPANYs claim for omissions, corrections or
errors in charges and credits for COMPANYs account shall be made by CONTRACTOR
as soon as practicable, and in no event later than thirty (30) days from the
date of such claims.  23.4CONTRACTOR
shall ensure that the provisions of this Article are included in all
SUBCONTRACTS it may enter into with its SUBCONTRACTORS who will supply any of
the labour, EQUIPMENT, materials or services to be provided under this
CONTRACT.  ARTICLE 24 -
COMPENSATION  24.1For
the satisfactory performance of the WORK in accordance with this CONTRACT,
COMPANY shall pay CONTRACTOR the amounts detailed in EXHIBIT II  Compensation
Schedule.  Such compensation shall be
the full and complete compensation to CONTRACTOR for the WORK, including the
provision of all facilities and services referred to in EXHIBIT III 
Administrative Procedures unless otherwise stated in this CONTRACT, and
including the provision of all other overheads, taxes, duties, fees,
facilities, services and utility services required to support the performance
of the WORK, whether explicitly stated in the CONTRACT or implied in the Scope
of WORK.  33 
   24.2Except
where it is expressly provided that the COMPANY shall carry out an obligation
under this CONTRACT at its own cost, all things required to be supplied or
performed by the CONTRACTOR under this CONTRACT shall be deemed to be included
in the rates and prices set forth in EXHIBIT II - Compensation Schedule.  24.3Except
as expressly provided in this CONTRACT, the compensation as set forth in
Exhibit II Compensation Schedule shall be firm throughout the duration of
this CONTRACT and shall not be revised for any reason whatsoever, including,
but not be limited to, cost escalations or currency fluctuations.  24.4CONTRACTOR
shall invoice COMPANY in accordance with the procedures defined in
Administrative Procedures agreed by mutual parties.  ARTICLE 25- INVOICING AND PAYMENT  25.1CONTRACTOR
shall, within fifteen (15) days of the EFFECTIVE DATE of this CONTRACT, provide
COMPANY with CONTRACTORs   foreign  bank account number, and the name and
address of the bank to which payments to the CONTRACTOR shall be made.  25.2CONTRACTOR shall
submit invoices to COMPANY at the time, formatted and provided with necessary
supporting documentation all as specified in EXHIBIT III - Administration
Procedures; All invoices shall be verified and signed by the CONTRACTOR
REPRESENTATIVE prior to submission. CONTRACTOR
shall provide an official invoice/receipt relating to such invoice, as required
and provided for under the applicable laws, regulations, implementing rules,
circulars, or other official pronouncements of the government of the Peoples
Republic of China, as amended from time to time.  COMPANY reserves the right to refuse to remit payment for any
WORK where the invoice from CONTRACTOR is not issued on the proper official
documentary receipt (e.g., fa piao) until such time as the required form of
documentary receipt is rendered.  25.3Invoices
shall be prepared and submitted separately for lump sum work, DAY RATE WORK and
reimbursable items performed under the terms of this CONTRACT.  25.4Payments
of undisputed invoiced items shall be made by the last working day of the month
following the month in which services were rendered. If the last working day of
the month falls on a weekend, Bank Holiday or a Chinese public holiday, the
next working day shall be deemed to be the due date for payment. Payments made
by COMPANY shall not preclude the right of COMPANY to thereafter dispute any of
the items already invoiced.  34 
   25.5All
payments to CONTRACTOR by COMPANY under the terms of this CONTRACT shall be in
United States Dollars (US$).  25.6In the
event that COMPANY disputes any items on a particular invoice, COMPANY shall
withhold payment of the entire invoice until settlement of the dispute as set
forth in Exhibit III  Administration Procedures. If COMPANY disputes any
items on an invoice, COMPANY shall inform CONTRACTOR of the disputed items
within thirty (30) days of the receipt by COMPANY of that particular invoice.
COMPANY shall be entitled to withhold payment if any invoice does not include
the supporting documentation required by COMPANY, defined in EXHIBIT III 
Administration Procedures.  25.7If and
when the causes for withholding any such payment have been remedied by
CONTRACTOR and satisfactory evidence of such remedy has been presented to
COMPANY, the payment withheld shall be made forthwith by COMPANY. If CONTRACTOR
fails to take appropriate remedial action within thirty (30) days after
NOTIFICATION by COMPANY to CONTRACTOR, COMPANY may remedy the same, and may
deduct the cost thereof, including the expenses incurred by COMPANY, from any
amounts due or owing or which may become due or owing to CONTRACTOR hereunder.  25.8Upon
NOTIFICATION of any erroneous billings made by, or payments made to CONTRACTOR
by COMPANY, CONTRACTOR shall make appropriate adjustments therein and shall
promptly reimburse COMPANY any and all amounts of overpayment still outstanding
as reflected by said adjustments, notwithstanding the fact that a temporary
withholding or a correction of discrepancy may have been effected previously.  25.9Notwithstanding
the foregoing, COMPANY shall be entitled to deduct such amount from payments
due to CONTRACTOR. COMPANY may correct or recover any sum previously paid in
any or all of the following circumstances: (a)any
such sum was incorrect or was made by mistake of law or fact; (b)any
such sum was not properly payable to CONTRACTOR; (c)any
work in respect of which payment has been made that does not comply with the
terms of this CONTRACT.  25.10COMPANY will
pay CONTRACTOR any amounts of underpayment subject to verification thereof.  25.11If COMPANY at
any time incurs costs which, under the provisions of this CONTRACT, COMPANY is
entitled to recover from CONTRACTOR, COMPANY may invoice for such costswhich shall be a debt due from
CONTRACTOR to COMPANY and shall forthwith be settled by deduction, provided
always that the COMPANY may deduct the amount of such costs from any amounts
due, or that may become due to CONTRACTOR under this CONTRACT. CONTRACTOR shall
immediately pay to COMPANY any sums outstanding after such deduction.  35 
   25.12Wherever a
PARTY indemnifies another PARTY in respect of, or is entitled to claim from
another PARTY any costs incurred then the amount of such costs shall only be
the amount of all claims, loss, damages, charges, disbursements, costs
(including amounts paid to third parties), overheads and expenses directly
resulting from the matter in question.  25.13If CONTRACTOR
considers that there are outstanding payments due to CONTRACTOR that have been
the subject of previous NOTIFICATION from CONTRACTOR to COMPANY, CONTRACTOR
shall submit a list of all such claimed outstanding payments that at the date
of issue of the said invoice payment in part or in full has not been received
to COMPANY as follows:  (a)Within
thirty (30) days after issue of the PERFORMANCE CERTIFICATE for all claims
relating to INSTALLATION;  (b)Within
thirty (30) days after the completion date of the UTILIZATION PERIOD, for all
claims relating to operation of the FPSO SYSTEM during that period, but not
paid or not paid in full.  25.14In each case,
the list shall include estimates of cost against each item fully supported by
appropriate documentation. These outstanding costs shall be reviewed and either
agreed or rejected by COMPANY within thirty (30) days after receipt of each
list. Where outstanding costs are rejected by COMPANY, these shall be
administered as Disputed Variations.  25.15Payments made
under this CONTRACT shall not constitute an admission by COMPANY as to the
performance by CONTRACTOR of its obligations hereunder and in no event shall
any such payments affect the obligations of CONTRACTOR.   Any payment withheld shall be without
prejudice to any other rights or remedies available to COMPANY.  25.16For charges
from CONTRACTOR, or as between SUBCONTRACTOR and CONTRACTOR, where such charges
are required to be on official invoices, COMPANY reserves the right to refuse
to pay for such charges until the proper form for submitting the charge is
presented; and, that if CONTRACTOR pays a SUBCONTRACTOR for any such improperly
invoiced goods, then he does so at his risk of not being reimbursed by COMPANY.  25.17Any
undisputed items invoiced but invoices not paid within the period as stipulated
in Clause 25.3 above, shall bear an interest of Libor + 2% from the due date
until paid.  ARTICLE 26 - LIQUIDATED DAMAGES FOR DELAY  26.1Time is of the essence of this CONTRACT. 
Accordingly, CONTRACTOR agrees that the liquidated damage of US10,000
shall apply for each and every day CONTRACTOR fails to satisfactorily complete
the PERFORMANCE TEST by October 10, 2004. (unless excused pursuant
to the terms of this CONTRACT, or prevented by the acts or omissions of  36 
   COMPANY Group or its
contractors)  Except as provided in Article 29.14, CONTRACTORs overall
aggregate liability under this Article shall be capped at US$ 500,000.
Except as provided under Article 29.14, the application of liquidated
damages shall constitute COMPANYs sole financial remedy for delay.  26.2All amounts of Liquidated Damages for which CONTRACTOR may become liable
under this Article are agreed between the PARTIES as a genuine
pre-estimate of the loss which may be sustained by COMPANY in the event that
CONTRACTOR fails to satisfactorily complete the PERFORMANCE TEST by the date
set forth in Article 26.1, and are not a penalty and as such shall be
construed as Liquidated Damages. Subject to Article 26.1 above, imposition
of liquidated damages does not affect any other rights or remedies of COMPANY
under this CONTRACT or at law.  26.3In the
event that CONTRACTOR becomes liable to COMPANY for Liquidated Damages pursuant
to the terms of this Article, COMPANY may deduct such from any monies which may
then be or thereafter will become payable to CONTRACTOR or from any security
provided by CONTRACTOR.  ARTICLE 27 -
PARENT COMPANY GUARANTEE  27.1Within
ten (10) days of the EXECUTION DATE of this CONTRACT, CONTRACTOR shall, by way
of guarantee for the due performance by CONTRACTOR of its obligations under
this CONTRACT, furnish to COMPANY a Parent Company Guarantee in the form as
detailed in EXHIBIT V  CONTRACTOR PARENT COMPANY GUARANTEE. The costs and
expenses of preparing, completing and stamping such instrument shall be borne
by CONTRACTOR.  27.2If the
PARENT COMPANY Guarantee to be furnished pursuant to Article 27.1, is not
duly furnished by CONTRACTOR to COMPANY within ten (10) days of the Execution
Date of this CONTRACT, COMPANY may, at its option and without prejudice to any
rights or claims it may have against the CONTRACTOR, terminate this CONTRACT by
giving notice in writing to the CONTRACTOR. 
COMPANY shall thereupon not be liable for any claim or demand whatsoever
from the CONTRACTOR in respect of anything that has already been done or
furnished, or in respect of any matter or thing whatsoever in connection with
or relating to this CONTRACT.  ARTICLE 28 -
LIENS AND CLAIMS  28.1CONTRACTOR
shall indemnify and hold COMPANY harmless from all liens, claims, assessments,
fines and levies created, caused or committed by CONTRACTOR or its
SUBCONTRACTORS and all costs, damages and expenses incidental thereto,
including without limitation all court and arbitration costs, legal fees, and
other reasonable expenses. CONTRACTOR shall notify COMPANY of such liens and
claims.  37 
   28.2COMPANY
shall have the right to retain out of any payment to be made under this
CONTRACT, an amount sufficient to offset such liens or claims that CONTRACTOR
fails to discharge promptly until such lien or claim is proven to be invalid,
or is satisfied, discharged, or settled.  28.3Should
there be any lien or claim after all payments hereunder have been made,
CONTRACTOR agrees to refund to COMPANY upon demand all monies that COMPANY may
be compelled to pay to discharge any such lien in consequence of CONTRACTORs
default including all costs and legal and professional fees.  28.4CONTRACTOR
agrees that it will not claim any lien or charge on the WORK or any property of
COMPANY in the possession of the CONTRACTOR or at the WORK SITE.  28.5It is
recognized that the FPSO VESSEL is subject to a mortgage in favour of a
syndicate of banks.  ARTICLE 29 -
RESPONSIBILITIES AND INDEMNITIES  29.1COMPANY Group means COMPANY, its AFFILIATES, its
Co-Venturers and its and their respective directors, employees, officers,
agents, and invitees.  CONTRACTOR
Group means CONTRACTOR, its ultimate parent, the Affiliates of any
of them, its contractors (including their sub-contractors) and its and their
respective directors, employees, officers, agents, and invitees.  29.2COMPANY agrees to defend, indemnify and hold
CONTRACTOR Group harmless from and against any and all liability, damage, claim
or costs (including legal costs and expenses) in respect of sickness of and/or
injury to and/or death of the COMPANY Group regardless of the cause or reason
therefor and regardless of the sole or concurrent negligence or breach of duty
of CONTRACTOR Group.  29.3COMPANY
agrees to defend, indemnify and hold the CONTRACTOR Group harmless from and
against any and all liability, damage, claim or costs (including legal costs
and expenses) in respect of loss of, damage to or loss of use of COMPANY
Groups equipment or property regardless of the cause or reason therefor and
regardless of the sole or concurrent negligence or breach of duty of the
CONTRACTOR Group. For the purpose of this Clause, COMPANY Groups equipment or
property shall be deemed to include all equipment owned, hired or being
provided by COMPANY Group and shall specifically include the FIELD FACILITIES.  29.4CONTRACTOR agrees to defend, indemnify and hold
the COMPANY Group harmless from and against any and all liability, damage,
claim or costs (including legal costs and expenses) in respect of sickness of
and/or injury to and/or death of the CONTRACTOR Group regardless of the cause  38 
   or reason therefor and regardless of the sole or
concurrent negligence or breach of duty of COMPANY Group.  29.5CONTRACTOR agrees to defend, indemnify and hold
the COMPANY Group harmless from and against any and all liability, damage,
claim or costs (including legal costs and expenses) in respect of loss of,
damage to or loss of use of CONTRACTOR Groups equipment or property regardless
of the cause or reason therefor and regardless of the sole or concurrent
negligence or breach of duty of the COMPANY Group. For the purpose of this
Clause, CONTRACTOR Groups equipment or property shall be deemed to include all
equipment owned, hired or being provided by CONTRACTOR Group in relation to the
Work and shall specifically include the FPSO SYSTEM and the EQUIPMENT.  29.6Each PARTY shall be responsible and liable for
and shall indemnify and hold the other PARTY harmless from and against all
claims resulting from personal injury, including fatal injury, disease, death
of, and/or damage to the property or equipment of Third Parties to the extent
the indemnifying PARTY is liable in accordance with the applicable law.  29.7COMPANY will facilitate that its contractors on
behalf of their respective Groups, will enter into a Mutual Hold Harmless
Agreement with CONTRACTOR on behalf of the CONTRACTOR Group. The Group
definition of CONTRACTOR Group also applies to the respective Groups of the
contractors.  29.8Except as specifically provided otherwise
herein, neither PARTY shall be liable to the other PARTY and/or other PARTYs
Group for any indirect or consequential damages which may be suffered by such
PARTY or such PARTYs Affiliates, joint venturers, parent or subsidiary
companies, or any member of such PARTYs Group, including, but not limited to,
loss of revenue, loss of use, penalties, costs and other payments to COMPANYs
other contractors and their subcontractors, loss of production, loss of profit
or anticipated profits, whether or not due in whole or in part to the
negligence or breach of duty of the other PARTY, and each PARTY shall
indemnify, defend and hold the other harmless in this regard.  29.9Except as stipulated differently elsewhere for
particular circumstances, CONTRACTOR agrees to indemnify COMPANY Group on
account of pollution and contamination, including the costs of contamination
clean-up and disposal, wheresoever occurring to the extent that such emanates
from the FPSO SYSTEM, irrespective whether such loss or damage is caused by
negligence of COMPANY Group. In the event that such costs are not covered by an
insurance payment, or only partially covered by an insurance payment,
CONTRACTORs liability shall be limited to the amount of US$ 1,000,000, except
that in the event that in the insurance payment exceeds US$ 1,000,000,
CONTRACTORs liability shall be limited to the value of the respective
insurance payment.  a)CONTRACTOR shall indemnify and hold COMPANY Group
harmless from all costs and claims arising from Reservoir Related   39 
   Pollution emanating from the FPSO SYSTEM to the amount
equal to the pay out for such pollution under CONTRACTORs Protection and Indemnity
Insurance. The P&I cover during operations shall be US$ 500,000,000.  b)COMPANY
shall indemnify and hold CONTRACTOR Group harmless from all costs and claims
arising from Reservoir Related Pollution emanating from the FPSO SYSTEM for the
remaining amount above the amount for which CONTRACTOR indemnifies and hold
COMPANY Group harmless as stipulated in a above.  c)Reservoir Related Pollution means pollution of
the environment and/or properties by substances originating from the wells
operated on by the FPSO SYSTEM under the CONTRACT.  29.10Notwithstanding any other provision to the contrary, COMPANY agrees to
indemnify CONTRACTOR Group on account of damage to any reservoir, production
formation, well or borehole or in-hole equipment, or impairment of any property
right to water, oil, gas or other mineral substances, loss or damage to the
hole and well, irrespective whether such loss or damage is caused by negligence
of CONTRACTOR Group.  29.11 Notwithstanding any other provision to the contrary, COMPANY
agrees to indemnify CONTRACTOR Group on account of pollution and contamination,
including the costs of contamination clean-up and disposal, wheresoever
occurring to the extent that such emanates from Wells, Xmas trees and Subsea
Equipment owned by COMPANY Group.  29.12Notwithstanding
any other provisions, neither PARTY has to defend, indemnify and hold the other
PARTY and the other PARTYs Group members harmless from and against liability,
damage, claim or costs (including legal costs and expenses) as stipulated in
this Article 29 to the extent such a loss, injury, etc. is caused by the
indemnified PARTYs willful misconduct.  29.13Notwithstanding
any provisions other than those covering CONTRACTORs indemnity obligations
under Article 29-Responsibilities and Indemnities, CONTRACTORs overall
liability to COMPANY Group, whether in contract, by Statute, in tort or
otherwise at law, shall be limited to USD 10
million (ten million) United States Dollars).  29.14If
CONTRACTOR, solely due to reasons within its reasonable control, fails to
provide the FPSO SYSTEM, or does not undertake reasonable efforts to prevent
possible delays in INSTALLATION and passing the PERFORMANCE TEST, COMPANY shall
be entitled to hold CONTRACTOR liable for COMPANYs proven direct damages,
costs and/or losses subject to the amount set forth in Article 29.13.   40 
   ARTICLE 30 -
INSURANCES  30.1Without
limitation or waiver of its obligations and responsibilities under this
CONTRACT, CONTRACTOR shall maintain for the duration of this CONTRACT the
following insurances.  (a)Workmens
Compensation and/or Employers Liability Insurance or similar statutory
social insurance as required by law at the locations where the WORK will be
performed and which may be applicable covering personal injury to or death of
CONTRACTORs employees engaged in the performance of the WORK. CONTRACTOR shall
ensure its SUBCONTRACTORS maintain such insurance in respect of their
employees; Such coverage shall meet or exceed the standards required under the
Labor Laws of the Peoples Republic of China, and applicable local labor
restrictions.  (b)Comprehensive
Automobile Liability Insurance covering owned, non-owned, and hired
automobiles by CONTRACTOR complying with the laws of the Peoples Republic of
China. CONTRACTOR shall ensure its SUBCONTRACTORS maintain such insurance in
respect of motor vehicles used by them;  (c)Comprehensive
General Third Party Liability Insurance covering all operations hereunder
against bodily injury, death, loss or property damage with minimum limits five
million United States Dollars (US $5,000,000) for any one occurrence and
unlimited as to the number of claims in the period of insurance. Such insurance
shall include the Contractual Liabilities assumed herein by CONTRACTOR to third
parties;  (d)Protection
and Indemnity Insurance including
pollution liability coverage, obtained from a member of the International Group
of P&I Clubs insuring the operations of the FPSO SYSTEM with a minimum
limit of $500,000,000, including wreck and debris removal and to the
maximum limit available oil pollution liability in respect of all vessels,
(including the FPSO VESSEL), craft or floating EQUIPMENT owned or hired by
CONTRACTOR;  (e)Hull
and Machinery Insurance with limits equal to the agreed replacement cost of
the FPSO SYSTEM   AND  EQUIPMENT, covering the FPSO SYSTEM and
EQUIPMENT, including but not limited to hull and machinery owned, leased,
chartered, or hired by CONTRACTOR and/or SUBCONTRACTORS in the amount of the
full value thereof as and when declared by CONTRACTOR and providing indemnity
against losses or damages by such perils and risks equivalent to those set
forth in the June 2nd, 1977 American Institute Hull clauses (or any other
COMPANY accepted Hull Clauses) and the December 1977 American Institute
Hull War Risks and Strikes Clauses (or any other COMPANY accepted War Risk or
Strikes Clauses).  41 
   (f)CONTRACTOR
acknowledges that the Xijiang project, including the construction and operation
of the FPSO SYSTEM, may be subject to project financing and agrees that it
will obtain any enhancements to the insurances as are required by COMPANY
subject to such being available at commercially reasonable terms and pricing,
which shall be catered for in a variation order.  30.2Prior
to commencement of WORK, CONTRACTOR shall furnish to COMPANY policies and/or
extension certificates certifying that all insurances required of CONTRACTOR in
this Article 30 are in full force and effect and stating :  (i)the
effective start and expiration dates of all policies,  (ii)the
values of the insurances,  (iii)that
the insurance will not be cancelled or materially altered while the WORK under
this CONTRACT is in progress unless COMPANY approves same.  CONTRACTOR shall give thirty (30) days prior
written notice of cancellation or alteration to COMPANY,and  (iv)deductibles
under  all  policies.  30.3CONTRACTOR shall ensure that its
SUBCONTRACTORS maintain all legally required insurance and such other insurance
as CONTRACTOR deems appropriate. 
CONTRACTOR agrees that all SUBCONTRACTORS shall provide COMPANY and its
CO-VENTERERS with the same indemnity, defense, and hold harmless benefits as
CONTRACTOR is obligated to undertake with COMPANY.  30.4CONTRACTOR
and its SUBCONTRACTORS shall not commence the shipment of EQUIPMENT or
materials or commence WORK at the WORK SITE until all of the insurances that
CONTRACTOR and SUBCONTRACTORS are required to provide are in force and the
necessary certificates have been received by the COMPANY. Prior to commencing
the aforesaid activities, CONTRACTOR shall comply with COMPANY and insurers
requirements including, but not limited to, allowable classes of vessels,
maximum value concentrations, reports and claim handling procedures.  30.5The
policies of all insurances required by CONTRACTOR shall be effected with
financially secure and reputable insurers. Within fourteen (14) days of the
Execution of this Contract, CONTRACTOR shall furnish COMPANY with details such
as insurer name, domicile, and AM Best Rating of all insurers to be used for
the WORK for Acceptance. Such Acceptance shall not be unreasonably withheld.
Acceptance by COMPANY of any insurer or terms of insurance proposed by
CONTRACTOR shall not relieve CONTRACTOR of any obligation or liability under or
arising from this CONTRACT or generally at law.  42 
   30.6Should
CONTRACTOR at any time neglect or refuse to provide or renew any insurance
required herein, or should any insurance be canceled, COMPANY shall have the
right to procure such insurance and, in such event, any costs and expenses
incurred by COMPANY in respect thereof shall immediately become due and payable
to COMPANY by CONTRACTOR, or COMPANY shall be entitled to deduct such sums from
any monies due or which may become due to CONTRACTOR in addition to any other
remedies COMPANY may have under this CONTRACT.  30.7CONTRACTOR
shall cause COMPANY, its CO-VENTURERS, and its AFFILIATES, consultants, and
their respective agents, officers and employees to be included as an additional
assured and covered by all insurances as stipulated in Article 30.1 (other
than insurance under 30.1 (a) with respect to the operations conducted under
this CONTRACT and shall cause the insurers thereof to waive all expressed or
implied rights of subrogation against such PARTIES and their respective
employees, servants and agents.  30.8CONTRACTOR
shall further cause the General Third Party Liability Insurance policy to
contain a severability-of-interests-cross-liability clause providing that in
the event of one PARTY incurring liability to any of the other PARTIES, the
insurance shall apply for the benefit of the PARTY against whom claim is or may
be made in the same manner as if separate policies had been issued to each
PARTY.  30.9All
deductibles, exceptions, and exclusions applicable to all of the foregoing
insurances, whether procured by COMPANY or by CONTRACTOR shall be for the
account of and be paid by CONTRACTOR. 
Any breach of conditions and/or warranties contained in such policies of
insurances shall also be for the account of CONTRACTOR.  30.10CONTRACTOR
shall NOTIFY COMPANY immediately upon receipt of any notice of claims,
incidents or demands of any situation which may give rise to such claims or
demands being made under the said policies. 
Written notice shall be given not later than two (2) days after the
occurrence of any accident.  However,
for serious accidents, (including but not limited to death or serious
injuries), NOTICE shall be given immediately and confirmed in writing.  30.11CONTRACTOR
shall fully indemnify and hold COMPANY safe and harmless from and against loss
or damage arising out of any failure by CONTRACTOR to effect or maintain such
insurance specified by this CONTRACT, or out of any act or omission which
invalidates the said insurance. CONTRACTOR shall ensure that its SUBCONTRACTORS
maintain similar insurance coverage as specified herein and that its SUBCONTRACTORS
similarly indemnify and hold COMPANY safe and harmless from and against all
cost, claims and demands.  Any
deficiencies in the coverage or policy limits of SUBCONTRACTORS insurance shall
be for the sole responsibility of CONTRACTOR.  43 
   30.12The amounts
of CONTRACTOR furnished insurance required herein shall be the minimum and not
the maximum limits of liability.  ARTICLE 31 -
PATENT INDEMNITY  31.1CONTRACTOR
agrees to indemnify and hold COMPANY and its AFFILIATES harmless against all
claims, judgments, losses, expenses and costs (including but not limited to
court costs and attorneys fees) that may arise by reason of any alleged or
actual infringement of any patent, design, copyright and/or trademark or
violation of process or other protected rights of any person or entity in the
performance of the WORK hereunder, or by reason of the manner in which the same
is performed, or through the use by CONTRACTOR of any patented article or
device.  31.2COMPANY
agrees to indemnify and hold CONTRACTOR and/or its SUBCONTRACTORS harmless
against all claims, judgments, losses, expenses and costs (including but not
limited to court costs and attorneys fees) that may arise by reason of any
alleged or actual infringement of any patent, design, copyright and/or
trademark or violation of process or other protected rights of any person or
entity in the performance of CONTRACTORs obligations under this CONTRACT
documentation supplied by COMPANY. However, CONTRACTOR shall use its best
endeavors to identify any such infringement in this CONTRACT of any patent or
proprietary or protected right, and should the CONTRACTOR become aware of any
such infringement or possible infringement then CONTRACTOR shall NOTIFY COMPANY
immediately.  31.3The
indemnities set forth in Articles 31.1 and 31.2 above shall include, without
limitation, all penalties, awards, and judgments; all court and arbitration
costs; attorneys fees; and other reasonable expenses associated with such
claims, demands, and causes of action. A PARTY covered by such indemnities and
accused of patent infringement by a third party shall promptly NOTIFY the
indemnifying PARTY and shall have the right at its own expense to participate
in its own defense with attorneys of its own selection.  31.4CONTRACTOR
shall disclose promptly to COMPANY all inventions, discoveries, and
improvements (whether patentable or not) conceived or made by CONTRACTORs
personnel, either alone or jointly with others, in the course of the WORK.COMPANY
shall be granted a perpetual, royalty-free, non-exclusive, worldwide licence
for any such patentable invention.  31.5CONTRACTOR
shall ensure that any SUBCONTRACTS between CONTRACTOR and its SUBCONTRACTORS or
suppliers contain a provision similar to this Article.  ARTICLE 32 -
ACTIONS ON BEHALF OF COMPANY  32.1CONTRACTOR
shall take no action on behalf of COMPANY in the performance of the WORK under
this contract which would subject either  44 
   PARTY to liability
or penalty under any laws, rules, regulations, or decrees of any relevant
authority. All invoices, financial settlements, reports, and billings by
CONTRACTOR to COMPANY shall reflect properly the facts relating to all
activities and transactions handled for COMPANYs account. CONTRACTOR shall
NOTIFY COMPANY promptly upon discovery of any instance where CONTRACTOR has not
complied with the requirements of this Article.  32.2CONTRACTOR
shall have no authority to make any statements, press releases, representations
or commitments of any kind, or to take any action which shall be binding upon
COMPANY, except as provided for herein, or otherwise authorized in writing by
COMPANY.  ARTICLE 33- TITLE  33.1Legal
title to the FPSO SYSTEM, all EQUIPMENT and materials furnished by CONTRACTOR
for inclusion into the FPSO SYSTEM, shall remain at all times with CONTRACTOR ,
except as noted in Articles 33.2 and 33.3 below.  33.2Legal
title to the 8catenary risers, reels, BTM outrigger and buoyancy tank  shall remain with CONTRACTOR until
DEMOBILIZATION, when it shall transfer to COMPANY upon delivery of the same by
CONTRACTOR to COMPANYs Chiwan Supply Base. 
All equipment mentioned in this Article 33.2 shall be transferred
to COMPANYas-is,
and WITH DISCLAIMER ALL WARRANTIES WITH REGARD TO SAME, EXPRESS OR IMPLIED,
INCLUDING THE WARRANTY OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE,
EVEN IF THAT PURPOSE IS KNOWN TO CONTRACTOR.  33.3PRODUCED
OIL stored from time to time in the tanks, lines process vessels, pumps and
associated EQUIPMENT of the FPSO SYSTEM, including any pumpable stock at
completion of WORK, shall be the property of COMPANY throughout the term of the
CONTRACT.  ARTICLE 34 -
CONFIDENTIALITY  34.1CONTRACTOR
shall treat as confidential and shall not, without COMPANYs prior Approval,
divulge to any third party or, except to the extent necessary for performance
of WORK, make use of any information disclosed by COMPANY or received or
discovered by CONTRACTOR during the course of WORK for the term of this
CONTRACT plus 5 years afterward. CONTRACTOR may provide information to its
technical, legal and financial advisors provided that adequate confidentiality
agreements are signed.  34.2Without
limiting the generality of the foregoing, CONTRACTOR shall not use any of such
information (Information) for buying, selling or dealing in  45 
   the shares of
securities of CONOCOPHILLIPS or COMPANYs co-venturers or their affiliates..  34.3If any
of CONTRACTORs employees or SUBCONTRACTORS who receive any of the information
have not previously entered into a separate confidentiality agreement with
COMPANY regarding such information, CONTRACTOR shall require them to agree in
writing to be bound by the provisions of this Article.  34.4Information
shall not be subject to this Article if it:  a)was
in CONTRACTORs possession prior to its disclosure by COMPANY; or b)is
or becomes part of the public knowledge from a source other than CONTRACTOR; or c)becomes
available to CONTRACTOR from a third party without restriction.  All
documents such as drawings, maps, photographs, specifications, standards and
all copies thereof, furnished by COMPANY to CONTRACTOR are COMPANYs property
and CONTRACTOR shall return them to COMPANY upon completion of the WORK.  All documents prepared by CONTRACTOR in the
course of the WORK pertaining to CONTRACTORS own facilities are acknowledged
as CONTRACTORS property, but such documents shall be made available for
COMPANY use during INSTALLATION and UTILIZATION  ARTICLE 35 -
CONFLICT OF INTEREST  CONTRACTOR
shall not pay any commissions, fees or rebates to any COMPANY employees.  CONTRACTOR shall not favor COMPANY employees
with gifts or entertainment of significant value, nor enter into any business
arrangement with COMPANY employees other than as a representative of COMPANY,
without COMPANYs Approval.  The audit
provisions of this CONTRACT shall apply for the purpose of confirming
compliance with this Article.  ARTICLE 36-
PERMITS, LAWS AND REGULATIONS  36.1CONTRACTOR
shall obtain all licenses, permits, temporary permits and authorizations
required by any applicable laws, rules and regulations for the performance of
the WORK except the necessary approvalsfrom the Government of the Peoples
Republic of China to allow production under this CONTRACT, which approvals
shall be obtained by COMPANY.  36.2All
operations necessary for the performance of this CONTRACT shall be carried on
so far as compliance with the requirements of this CONTRACT permits so as not
to interfere unnecessarily or improperly with the convenience of the public or
the access to, use and occupation of navigable and other waters, waterways,
channels, harbors or harbor works,  46 
   fisheries, natural
harbors and anchorages and other places of shelter, by sea or land, public or
private roads and footpaths to or of properties whether in the possession of
COMPANY, CONTRACTOR, SUBCONTRACTORS or any other person. CONTRACTOR hereby
indemnifies COMPANY and its AFFILIATES, their officers and employees against
all liabilities, claims, judgments, losses, expenses and costs (including but
not limited to court costs and attorneys fees) arising in relation to any of
the aforesaid matters in so far as the CONTRACTOR is responsible for such
interference.  36.3Without
limitation to the generality of the foregoing:  (a)CONTRACTOR
shall observe all applicable Chinese laws and regulations governing pollution
and its control. CONTRACTOR shall provide adequate means for the collection and
disposal of any refuse and shall take all necessary measures to prevent
pollution of the land, air and water. CONTRACTOR shall ensure that its
employees and its SUBCONTRACTORS employees are fully aware of the above
requirements and CONTRACTOR shall enforce such laws and regulations and make
such provision.  (b)CONTRACTOR
shall make available for inspection at storage locations all supply test
certificates in respect of all lifting apparatus, ropes, chains, pressure
vessels and electrical equipment to be used or anticipated to be used in the
performance of the WORK.  (c)CONTRACTOR
shall not under any circumstances dump, throw or dispose of any refuse into the
sea. CONTRACTOR shall provide containers into which all refuse shall be placed
and the containers shall be returned to the shore. CONTRACTOR shall dispose of
such refuse onshore in accordance with applicable laws and regulations.  (d)CONTRACTOR
shall in the course of the performance of the WORK take all due measures to
ensure that no materials, EQUIPMENT, objects or debris are dropped into the
sea, placed or in any event left by CONTRACTOR on the seabed. If CONTRACTOR
fails so to ensure he shall promptly remove all such items from the sea or the
seabed.  (e)CONTRACTOR
shall provide adequate facilities to collect and store sanitary waste.
CONTRACTOR shall nor dump or dispose of any untreated sanitary waste into the
sea.  CONTRACTOR shall in accordance
with MARPOL Annex IV and applicable Chinese environmental standards either
treat sanitary waste in the onboard sewage treatment plant prior to discharge
or collect and transport sanitary waste to an offshore facility for treatment
and disposal at no additional cost to COMPANY  36.4CONTRACTOR
shall comply with all UNITED KINGDOM relevant diving regulations which shall
include but not be limited to:  47 
   (i)Diving
operators at WORK Regulations; SI 1997/2776; and  (ii)Merchant
Shipping (Diving Operations) Regulations; SI 2002/1587  and CONTRACTOR
shall observe these rules and regulations latest modifications, additions or
replacements while undertaking all diving operations in connection with or
arising out of the WORK. Where any regulations are in conflict, the most
stringent conditions shall apply. All diving personnel proposed by CONTRACTOR
to participate in the WORK shall be in possession of certificates of medical
fitness issued by an approved medical facility authorized to issue said
certificates in connection with the appropriate diving regulations. Such
certificates shall be held available for COMPANY review at all times.  36.5CONTRACTOR
shall comply with all Flag State regulations with respect to the qualifications
and experience of all CREW holding responsible positions on board the FPSO
SYSTEM. All CREW proposed by CONTRACTOR shall be in possession of appropriate
certificates of competency as applicable for their position within the FPSO
SYSTEM organization. Such certificates shall be held available for COMPANY
review at all times.  ARTICLE 37 -
CUSTOMS AND IMPORT/EXPORT  37.1COMPANY
shall be responsible for all port and customs clearances required in the
countries in which the WORK SITES are located for the import of all COMPANY
supplied items listed in EXHIBIT VII - COMPANY and CONTRACTOR Supplied
Services, that require delivery to the WORK SITES. COMPANY shall pay all
import/export licenses and import/export taxes and duties on such COMPANY
supplied items.  37.2CONTRACTOR
shall be responsible for all port and customs clearances required in the
countries in which the WORK SITES are located for the import and any subsequent
export of all CONTRACTOR supplied EQUIPMENT. CONTRACTOR shall pay, and make
payment at such times when due and payable, all import/exportlicenses and import/export taxes
and duties on all such items.  37.3CONTRACTOR
shall be responsible for all import and port clearances required in the
countries in which the WORK SITES are located for initial entry of the FPSO
MOORING components and for all import, port clearances and Port Chemist
inspections required for the FPSO VESSEL. CONTRACTOR shall subsequently be
responsible for the export of the complete FPSO SYSTEM or parts thereof, from
the WORK SITES. CONTRACTOR shall pay all fees, charges, import/export licenses
and import/export taxes and duties as applicable.  ARTICLE 38 -
INDUSTRIAL RELATIONS  38.1CONTRACTOR
shall be responsible for the management of its own, and its SUBCONTRACTORS,
industrial relations, and will do all such things that  48 
   are reasonable and
prudent in the execution of that
responsibility, to maintain harmony in its workforce, to avoid
industrial unrest and to resolve industrial grievances or disputes.  38.2CONTRACTOR
shall immediately bring to the attention of COMPANY any workforce or union
claims, requests or actions or any other facts that may arise, which has the
potential to cause industrial unrest. In so doing, CONTRACTOR shall also advise
COMPANY of any proposals it has for the management or resolution of those
matters. Such notification may be initially oral, but shall be expeditiously
confirmed in writing.  38.3CONTRACTOR
shall nominate a senior representative to be responsible for the management of
its industrial relations, and such person will be responsible for keeping the
COMPANY advised on industrial matters, attending meetings as required, and the
preparation of written reports as required.  ARTICLE 39 -
HEALTH AND SAFETY  39.1Notwithstanding
any specific requirements herein, CONTRACTOR shall carry out the WORK with due
diligence and in a safe and workmanlike manner in accordance with good
practice, using fabrication and construction personnel and CREW who shall all
be competent and qualified to undertake their required duties in a safe and
efficient manner.  39.2CONTRACTOR
shall take all necessary safety precautions related to or arising out of this
CONTRACT in order to protect the FPSO SYSTEM, FIELD FACILITIES, CONTRACTORs
personnel and CREW, COMPANY personnel, all other persons, COMPANY property and
the property of third PARTIES.  39.3CONTRACTOR
will provide various bridging documents for approval by COMPANY to link its
existing Safety Management System to COMPANYs Safety Management System and
Emergency Response Plan.  These
documents shall be submitted for COMPANY Acceptance prior to WORK commencing.
Subject to satisfactory Acceptance by COMPANY, compliance with the requirements
of these documents shall be considered obligatory under this CONTRACT.  39.4Without
prejudice to CONTRACTORs general and legal responsibility for the safety of
its operations and of the personnel and property involved, CONTRACTOR shall
comply with COMPANYs health, safety regulations and requirements that are
applicable to the parts of the WORK being performed by CONTRACTOR at the
OFFSHORE SITE, and ensure that SUBCONTRACTORS comply therewith. COMPANY shall
furnish CONTRACTOR with copies of the following COMPANY safety regulations and
standards prior to commencement of the offshore WORK:  (a)ConocoPhillips
China Inc., Safety Management System (b)ConocoPhillips
China Inc., Emergency Response Plan  49 
   39.5These
COMPANY publications are designed to acquaint contractors with the requirements
for working on offshore installations owned and/or operated by COMPANY and on
adjacent facilities but does not constitute a complete list of safety
precautions applicable to every event. Compliance therewith shall not relieve
CONTRACTOR from any liability or responsibility for the safe performance of the
WORK.  39.6CONTRACTOR
shall develop its own OFFSHORE SITE Health and Safety policies and procedures
in compliance with the above defined documents. These policies and procedures
shall be submitted to COMPANY for Acceptance no later than four (4) months
prior to the SCHEDULED INSTALLATION DATE. Offshore WORK shall not commence
until these documents are Accepted by COMPANY. Subject to Acceptance by
COMPANY, compliance with the requirements of such documents is obligatory.  39.7All
costs associated with training courses, refresher courses, examinations,
inspections and any other activities that involve payment of fees or costs,
arising from compliance with Article 39.6 above shall be to the account of
CONTRACTOR.  39.8CONTRACTOR
shall allow COMPANY access to plant, EQUIPMENT, personnel and records, at all
reasonable times when requested, to enable the COMPANY REPRESENTATIVE to:-  (a)ensure
that CONTRACTOR is carrying out its responsibilities under the safety policies
and procedures referenced in Articles 39.3 and 39.6 above;  (b)identify
deviations and/or omissions from such safety policies and procedures and to
bring such deviations and or omissions to CONTRACTORs attention;  (c)conduct,
if required, independent investigations into any incident relating to this
CONTRACT.  39.9Where
COMPANY identifies deviations and/or omissions from the contractually
documented and Accepted safety policies and procedures, COMPANY shall consider
CONTRACTOR to be in default as defined in Article 18 - Default of
CONTRACTOR and may invoke Article 19 - Suspension or Article 20 -
Termination at its discretion.  39.10CONTRACTORs
incident reporting system shall be compatible with COMPANYs and every
incident, irrespective of severity and inclusive of near miss incidents, shall
be reported to COMPANY immediately if injury to CONTRACTOR personnel or CREW,
or damage to plant, materials or EQUIPMENT resulted or could have resulted.  39.11Every six (6)
months and/or at completion of WORK if of a lesser period CONTRACTOR shall
prepare and issue to COMPANY REPRESENTATIVE  50 
   a summary report
of its safety performance. Incident/accident statistics related to employee hours
worked shall be issued monthly.  39.12CONTRACTOR is
responsible for ensuring that CONTRACTOR personnel, CREW and/or visitors do not
at any time during the performance of the WORK possess, use or be under the
influence of any alcoholic, liquor, drug or other intoxicating substance, other
than for bona fide medical reasons for which CONTRACTOR shall obtain the
agreement of COMPANY prior to any such individual being engaged or performing
any part of the WORK. COMPANY reserves the right to require CONTRACTOR to
refuse passage to the FIELD FACILITIES or to the FPSO SYSTEM or to return from
offshore any CONTRACTOR personnel, CREW, and/or visitors who, in the opinion of
the COMPANY REPRESENTATIVE, is or appears to be in possession of or under the
influence of alcohol, drugs or other intoxicating substance. CONTRACTOR shall
be liable for any costs arising directly or indirectly out of such
circumstances.  ARTICLE 40 -
ENVIRONMENTAL CONSIDERATIONS  CONTRACTOR
shall ensure that due regard is paid to the environment by acting to preserve
air, water, animal and plant life by minimizing any adverse effects of
CONTRACTORs activities in performance of the WORK and/or minimize any nuisance
which may arise from such operations.  ARTICLE 41 - WAIVERS  41.1The
failure of COMPANY or CONTRACTOR  to
exercise any option, right or privilege under this CONTRACT, or failure to
demand compliance as to any obligation or convenant shall not constitute a
waiver of any such right, privilege or option or of the strict performance thereof
unless an expressed waiver is properly executed and evidenced in writing.  41.2Waivers
by COMPANY or CONTRACTOR of any breach or non-observance by CONTRACTOR of any
of the terms and conditions of this CONTRACT shall not constitute or be
construed as a waiver of any succeeding breach or non-observance of the same or
any other term or condition.  ARTICLE 42 -
COMPLIANCE WITH LAW  42.1If
CONTRACTOR or its SUBCONTRACTORS perform any part of the WORK contrary to law,
then CONTRACTOR shall bear any additional costs of the WORK resulting from said
violation and correction thereof.  For
the purpose of this Article, law includes any laws (national, state,
municipal, local or other) and any requirement, ordinance, rule or regulation
of any relevant authority or agency (national, state, municipal, local or
other).  51 
   42.2CONTRACTOR
shall not negotiate with any relevant authority or agency for exemption,
composition, variation or revision to law in connection with this CONTRACT
without COMPANYs prior Approval.  42.3CONTRACTOR
shall obtain all necessary licenses for CONTRACTOR to do business anywhere WORK
is performed, shall obtain all permits and authorizations required by law for
the WORK, and shall give all required notices.  42.4Any
unanticipated change in law, rules or regulations applicable to the WORK in the
Peoples Republic of China after the Execution Date of this Contract having a
material  adverse effect on CONTRACTORs
performance, shall be subject to a variation order covering  a time or cost adjustment acceptable to both
PARTIES.  Material Adverse Effect
means any change to CONTRACTORS performance affecting its critical path
schedule by more than twenty four (24) hours or directly and clearly  increasing its costs by more than USD
100,000.  42.5CONTRACTOR
shall, and shall ensure that
its subcontractors shall, comply with all laws, rules and regulations
applicable to the performance of its obligations hereunder and, in that
connection, CONTRACTOR shall not and shall ensure that its subcontractors shall
notoffer, pay or agree to pay or
similarly receive or agree to receive any payment gift or other consideration
of any nature to or from any officials, employees or agents of any government,
any department, agency or instrumentality of any government any political
party, or any candidate for political office or other person or entity,
including  a legislative, administrative
or judicial office (including any person exercising a public function for a
public agency, a public enterprise or a public international organisation)
where such payment, gift or other consideration would violate applicable laws
and regulations or the United States Foreign Corrupt Practices Act.  ARTICLE 43 -
ARBITRATION AND GOVERNING LAW  43.1Applicable
law  The
interpretation and performance of this CONTRACT shall be governed by and
construed and the relations between the Parties determined in accordance with
the laws of England except for any rule of English law which would make the law
of any other jurisdiction applicable  43.2Arbitration  a)Any
dispute arising from, out of or in connection with this Contract shall be
settled through friendly consultations between the PARTIES. Such consultations
shall begin immediately after one PARTY has delivered to the other Party a
written request for such consultation. If within 30 days following the date on
which such notice is given, the dispute cannot be settled through
consultations, the dispute may be submitted to arbitration in Singapore under
the auspices of the Singapore International Arbitration  52 
   Centre (SIAC),
upon the request of either PARTY with notice to the other PARTY.  b)There
shall be three (3) arbitrators. Each PARTY shall select one arbitrator within
thirty (30) days after giving or receiving the request for arbitration. Such
arbitrators shall be freely selected, and the PARTIES shall not be limited in
their selection to any prescribed list. SIAC shall select the third arbitrator.
If a PARTY does not appoint an arbitrator who has consented to participate
within thirty (30) days after the selection of the first arbitrator, the
relevant appointment shall be made by the SIAC.  c)The
arbitration tribunal shall conduct the proceedings in English. The arbitration
tribunal shall conduct the arbitration under the rules of arbitration of the
United Nations Commission on International Trade Law in effect on the date of
the signing of the Contract. However, if such rules are in conflict with the
provisions of this Article 43.2, including the provisions concerning the
appointments of arbitrators, the provisions of this Article 43.2 shall
prevail. The arbitration tribunal shall be empowered to order specific
performance.  d)Each
PARTY shall cooperate with the other PARTY in making full disclosure of and
providing complete access to all information and documents requested by the
other PARTY in connection with such proceedings, subject only to any
confidentiality obligations binding on such PARTY.  e)The
arbitration award shall be final and binding upon both Parties. The costs of
the arbitration shall be as fixed by the arbitration tribunal. Judgment upon
the arbitration award may be entered in any court having jurisdiction, or application
may be made to such court for a judicial acceptance of the award and an order
of enforcement.  43.3Continued
Implementation of Contract  During the period
when a dispute is being resolved by arbitration, this Contract shall continue
to be performed in all respects except for the relevant provision affected by
the question, dispute or difference submitted to arbitration.  ARTICLE 44-
INDEPENDENT CONTRACTOR  44.1CONTRACTOR
shall perform this CONTRACT as an independent contractor and not the agent, servant
or employee of COMPANY.  44.2COMPANY
shall not have any authority to supervise the employees, representatives or
SUBCONTRACTORS of CONTRACTOR as to how they perform the WORK. CONTRACTOR shall
control the manner and method of carrying out the WORK.  53 
   ARTICLE 45 -
LANGUAGE  45.1All
documents produced by CONTRACTOR in the performance of this CONTRACT as well as
all written communications between COMPANY and CONTRACTOR shall be in the
English language which is hereby designated the governing language of this
CONTRACT. CONTRACTOR and SUBCONTRACTORS may use any language within their own
organizations, except that all SUBCONTRACTORS, purchase orders and all written
orders communications pertaining to these shall be in English.  45.2All
meetings between CONTRACTOR and COMPANY during the course of the WORK shall be
conducted in English, and the minutes of meeting shall be written in English.  ARTICLE 46 -
ENTIRE AGREEMENT  46.1This
CONTRACT constitutes the entire agreement between the PARTIES hereto and
supersedes any and all prior and contemporaneous, oral or written negotiations,
representations, communications, understandings and/or agreements between the
PARTIES with respect to the subject matter of this CONTRACT.  No changes, alterations or modifications to
this CONTRACT shall be effective unless in writing, and executed by the
authorized signatories of COMPANY and CONTRACTOR.  46.2The
PARTIES recognize that this CONTRACT is subject to the execution of the
CONTRACTOR PARENT COMPANY Guarantee in the format acceptable by Company.  ARTICLE 47 -
MISCELLANEOUS  47.1Survival.  Any provision of this CONTRACT pertaining to
any promise by one PARTY to indemnify the other, to confidentiality or to
limitations of liability shall survive any termination, repudiation, or other
cancellations of this CONTRACT.  47.2Binding.  This CONTRACT shall be to the benefit of and
be binding upon the successors and permitted assignees of the PARTIES hereto.  47.3Severance.  If any term or provision or part of this
CONTRACT shall be held to be illegal or unenforceable, in whole or in part,
such term or provision shall to that extent be deemed not to form part of this
CONTRACT but the validity and enforceability of the remainder of this CONTRACT
shall not be affected.  ARTICLE 48 -
NON-EXCLUSIVE AGREEMENT  48.1This
CONTRACT is non-exclusive and COMPANY reserves the right to engage other
contractors to perform  work. CONTRACTOR
shall reasonably  54 
   afford such other
contractors adequate opportunity to carry out their contracts and shall
accomplish the WORK in cooperation with those contractors and with COMPANY.  The PARTIES execute this
CONTRACT in duplicate originals as of the date of the year first above written.  CONOCOPHILLIPS CHINA
  INC. as
  Operator of the Xijiang 24-3 and 30-2
  Oil Fields
  LUFENG DEVELOPMENT
  COMPANY ANSSignature
  /s/ DAN BAILIE
  
  Signature
  /s/ HUGO J. HEEREMAName  Dan Bailie
  Name  Hugo J. HeeremaTitle  Vice President, Operations
  Title  Attorney-in-FactDate  February 10, 2004
  Date  February 10, 2004  55 
    EXHIBIT
I  PROJECT SCHEDULE  
   Exhibit
I  The
image accompanying this schedule is a graphic depiction of the information
contained in the table with regard to the time periods in the Days, Late
Start and Late Finish columns.  Activity
  ID
  
  Activity
  Description
  
  Days
  
  Late
  Start
  
  Late
  FinishMilestones/Summary1010
  
  Project Award/Approval
  
  0
  
  17DEC031015
  
  First PO Commitment
  
  0
  
  19DEC031020
  
  Final BoD
  
  0
  
  19DEC031023
  
  Start Fabrication Module
  
  0
  
  05APR041030
  
  Start Detailed Engineering
  
  0
  
  18DEC032411
  
  Munin - ShutDown Lufeng
  Field >StatOil<
  
  0
  
  16AUG042413
  
  Munin - Degas/Flush systems
  >StatOil<
  
  10
  
  16AUG04
  
  25AUG042415
  
  Munin - Disconnect Lufeng
  >StatOil<
  
  4
  
  26AUG04
  
  29AUG042417
  
  Munin - Release by StatOil
  
  0
  
  30AUG042419
  
  Munin - in Dry Dock
  
  23
  
  02SEP04
  
  24SEP045030
  
  Munin - Vessel Mods/Module
  
  21
  
  03SEP04
  
  23SEP045040
  
  Munin - Hook-up to Xijiang
  field
  
  2
  
  29SEP04
  
  30SEP047020
  
  BTM release NHKT (Current
  FPSO OffStat.)
  
  0
  
  25SEP047021
  
  Mob./WorkPrep @ Chiwan
  
  3
  
  22SEP04
  
  24SEP047025
  
  Install BW SubMerge
  Rig./Risers
  
  4
  
  25SEP04
  
  28SEP049043
  
  Testing & Commissioning
  
  2
  
  29SEP04
  
  30SEP049048
  
  StartUp
  
  1
  
  01OCT04
  
  01OCT049050
  
  First Oil
  
  0
  
  
  
  01OCT04*General1075
  
  General - Design review
  CS/CA
  
  40
  
  02FEB04
  
  26MAR04*1250
  
  Gate Review Concept
  
  2
  
  18DEC03
  
  19DEC031115
  
  Vessel Survey Kongsberg/FMC
  
  10
  
  12JAN04
  
  23JAN042120
  
  Define SoW/BoD
  
  14
  
  01DEC03
  
  18DEC032130
  
  Prepare SoW DNV Clas
  Cont.Plan
  
  20
  
  05JAN04
  
  30JAN042220
  
  Tie-in Dimensional Survey
  
  10
  
  12JAN04
  
  23JAN04ContractingS/C S1
  DryDock/Yard Flab.1813
  
  Yard Fab. Module - Prepare
  ITT
  
  10
  
  15DEC03
  
  26DEC031815
  
  Yard Fab. Module - Award
  
  20
  
  12JAN04
  
  06FEB04S/C S2
  Offshore Installation1823
  
  Offshore Installation
  ITT-Prepare
  
  10
  
  15DEC03
  
  26DEC031827
  
  Offshore Installation ITT -
  Award
  
  10
  
  13JAN04
  
  26JAN04S/C S3
  Cert./Classification1833
  
  Design Cert. ITT - Prepare
  
  5
  
  05JAN04
  
  09JAN041837
  
  Design Cert. ITT - Award
  
  10
  
  26JAN04
  
  06FEB04S/C S4
  Warranty Surveyor1843
  
  Warranty Surveyor - Prepare
  ITT
  
  5
  
  16FEB04
  
  20FEB041847
  
  Warranty Surveyor - Award
  
  10
  
  01MAR04
  
  12MAR04S/C S5
  VIEC for 1stSeparator1853
  
  1 Sep internal VIEC -
  Prepare ITT
  
  5
  
  08DEC03
  
  12DEC031857
  
  1 Sep internal VIEC - Award
  ABB
  
  10
  
  15DEC03
  
  26DEC031858
  
  1 Sep internal VIEC -
  Fab/deliver
  
  100
  
  16JAN04
  
  03JUN041859
  
  1 Sep internal VIEC -
  Shipment
  
  15
  
  19JUL04
  
  06AUG04S/C S6
  
  S/C S6 Munin Thrusters
  Overhaul3118
  
  Thrusters Overhaul -
  Prepare ITT
  
  5
  
  05JAN04
  
  09JAN043119
  
  Thrusters Overhaul - Award
  Contract
  
  10
  
  19JAN04
  
  30JAN04S/C S7 IAS
  system31115
  
  Kongsberg IAS scope -
  Prepare ITT
  
  5
  
  22DEC03
  
  26DEC0331117
  
  Kongsberg IAS scope - Award
  Contract
  
  10
  
  19JAN04
  
  30JAN04S/C S8
  Offloading Metering3173
  
  OffloadMetering FMC scope -
  Prepare ITT
  
  5
  
  22DEC03
  
  26DEC033177
  
  OffloadMetering FMC scope -
  Award Contract
  
  10
  
  19JAN04
  
  30JAN04ProcurementP01-Swivel
  10300#4013
  
  Product Swivel - Purchase
  
  25
  
  05JAN04
  
  06FEB044015
  
  Product Swivel -
  Fab./deliver
  
  80
  
  09FEB04
  
  28MAY044017
  
  Product Swivel - Shipment
  
  15
  
  31MAY04
  
  18JUN04P05 - Main
  Bearing4053
  
  Main Bearing - Purchase
  
  20
  
  15DEC03
  
  16JAN044055
  
  Main Bearing - Fab./Deliver
  
  95
  
  19JAN04
  
  28MAY044057
  
  Main Bearing - Shipment
  
  14
  
  31MAY04
  
  17JUN04  bluewater © Primavera Systems, Inc.  
   ID
  Flex Risers
  
  Description
  
  Days
  
  Late
  Star t
  
  Late
  Finish4141
  
  Flex.Risers - Confirming
  for Reuse
  
  25
  
  15DEC03
  
  23JAN044143
  
  Flex.Risers - Purchase
  
  15
  
  09FEB04
  
  27FEB044145
  
  Flex.Risers - Repairs
  
  10
  
  16FEB04
  
  27FEB044146
  
  Flex.Risers -
  FAT/Acceptance
  
  5
  
  01MAR04
  
  05MAR044148
  
  Flex.Risers - Prepare for
  Shipment
  
  30
  
  03MAY04
  
  11JUN044149
  
  Flex.Risers - Shipment
  
  50
  
  14JUN04
  
  20AUG04P16 - Cool Plates - CoolMed.
  Cooler3233
  
  CoolMed Cooler Plates -
  Purchase
  
  20
  
  26JAN04
  
  20FEB043235
  
  CoolMed Cooler Plates -
  Fab/deliver
  
  100
  
  23FEB04
  
  09JUL043237
  
  CoolMed Cooler Plates -
  Shipment
  
  15
  
  12JUL04
  
  30JUL04P17 -
  Centrifugal Pumps4173
  
  Well Booster Pumps 2x -
  Purchase
  
  20
  
  25NOV03
  
  22DEC034175
  
  Well Booster Pumps 2x -
  Fab./Deliver
  
  150
  
  23DEC03
  
  26JUL044177
  
  Well Booster Pumps 2x -
  Shipment
  
  5
  
  27JUL04
  
  02AUG04P18 -CrudeOil Transf Pump +
  Motor3133
  
  CrudeOil Transf Pump -
  Purchase
  
  20
  
  15DEC03
  
  16JAN043135
  
  CrudeOil Transf Pump -
  Fab/deliver
  
  140
  
  19JAN04
  
  30JUL043137
  
  CrudeOil Transf Pump -
  Shipment
  
  15
  
  02AUG04
  
  20AUG04P19 - Cool
  Plates - CrudeOil Cooler3143
  
  CrudeOil Cooler Plates -
  Purchase
  
  20
  
  26JAN04
  
  20FEB043145
  
  CrudeOil Cooler Plates -
  Fab/deliver
  
  100
  
  23FEB04
  
  09JUL043147
  
  CrudeOil Cooler Plates -
  Shipment
  
  15
  
  12JUL04
  
  30JUL04P20 -Biocide Injection Airdriven
  pump3113
  
  Chemical Inj.Pump -
  Purchase
  
  20
  
  13JAN04
  
  09FEB043115
  
  Chemical Inj.Pump -
  Fab/deliver
  
  72
  
  19FEB04
  
  28MAY043117
  
  Chemical Inj.Pump - Shipment
  
  15
  
  12JUL04
  
  30JUL04P21 -
  Preas.Relief Valves4213
  
  Skid Ctrl.Valves - Purchase
  
  30
  
  23DEC03
  
  09FEB044215
  
  Skid Ctrl.Valves -
  Fab./Deliver
  
  100
  
  10FEB04
  
  28JUN044217
  
  Skid Ctrl.Valves - Shipment
  
  15
  
  29JUN04
  
  19JUL04Structural Bulk4233
  
  Struc. Mat - Purchase
  >by Yard<
  
  15
  
  09FEB04
  
  27FEB044235
  
  Struc. Mat - Fab./Deliver
  By Yard
  
  40
  
  01MAR04
  
  23APR04Piping
  Bulk4243
  
  Pipe Mat - Purchase >by
  Yard<
  
  15
  
  01MAR04
  
  19MAR044245
  
  Pipe Mat - Deliver first
  bulk By Yard
  
  40
  
  22MAR04
  
  14MAY04P25 -
  E&l Bulks4253
  
  E&l Eq./Mat - Purchase
  
  28
  
  01APR04
  
  10MAY044255
  
  E&l Eq./Mat -
  Fab./Deliver
  
  60
  
  11MAY04
  
  02AUG04P27 -
  50-60 ton Winch4273
  
  Winch - Purchase
  
  20
  
  02FEB04
  
  27FEB044275
  
  Winch - Fab.Deliver
  
  70
  
  01MAR04
  
  04JUN044277
  
  Winch - Shipment
  
  20
  
  14JUN04
  
  09JUL04Repair
  & LTE2470
  
  Repair & LTE
  Mat./Equipm. - Purchase
  
  40
  
  26JAN04
  
  19MAR042473
  
  Repair & LTE
  Mat./Equipm. - Fab./Deliver
  
  100
  
  23FEB04
  
  09JUL042475
  
  Repair & LTE
  Mat./Equipm. - Shipment
  
  15
  
  12JUL04
  
  30JUL042111
  
  ICT Eq. - Purchase
  
  18
  
  05JAN04
  
  28JAN042113
  
  ICT Eq. - Fab/deliver
  
  30
  
  23FEB04
  
  02APR04Engineering
  & DesignEngineering
  Definition1070
  
  General - Basis Of Design
  
  10
  
  28NOV03
  
  11DEC031080
  
  Module New P&ID
  
  8
  
  09DEC03
  
  18DEC031090
  
  Hydraulic Calculations Tank
  
  5
  
  19DEC03
  
  25DEC031100
  
  System Block Diagram
  
  6
  
  19DEC03
  
  26DEC031110
  
  Hazardous area
  Classification
  
  10
  
  15DEC03
  
  26DEC031120
  
  Setup Engineering databases
  
  10
  
  12DEC03
  
  25DEC03Layouts1140
  
  OutRig Struc.Layout AFD
  
  15
  
  01DEC03
  
  19DEC031150
  
  Buoyancy Body AFD
  
  10
  
  08DEC03
  
  19DEC031160
  
  Buoyancy lifting
  arrangement AFD
  
  26
  
  12DEC03
  
  23JAN041170
  
  OutRig Struc./Ropeguard
  layout AFD
  
  26
  
  12DEC03
  
  23JAN041190
  
  General Arrangement AFD
  
  10
  
  08DEC03
  
  19DEC031200
  
  Main Piping Routing AFD
  
  10
  
  22DEC03
  
  09JAN04  
   ID
  
  Description
  
  Days
  
  Start
  
  Finish1210
  
  PreliminaryPipestress
  calculations
  
  5
  
  22DEC03
  
  26DEC031220
  
  Buoyancy Connection AFD
  
  12
  
  12DEC03
  
  05JAN041240
  
  Preliminary weight &
  consumption Estimate
  
  5
  
  22DEC03
  
  26DEC03Specifications
  & Studies1260
  
  Operation & Fatigue
  conditions / loads
  
  15
  
  12DEC03
  
  08JAN041270
  
  Define Loadout
  /Transp/lnstallation phil.
  
  15
  
  08DEC03
  
  26DEC031280
  
  Mechanical handling/Bearing
  
  5
  
  25DEC03
  
  07JAN041290
  
  Mechanical
  Datasheets/Specs
  
  10
  
  12DEC03
  
  25DEC031300
  
  Instrument data sheets
  
  15
  
  12JAN04
  
  30JAN041310
  
  Material Specifications
  
  5
  
  19DEC03
  
  25DEC03Tie-Ins2230
  
  Piping -Tie-in Schedule
  
  15
  
  01DEC03
  
  19DEC033101
  
  Topside Mods -
  Eng&Design.
  
  30
  
  19DEC03
  
  05FEB043848
  
  Piping - Tie-ins Packs
  
  30
  
  05JAN04
  
  13FEB043851
  
  Piping - Rack Isos
  
  25
  
  20JAN04
  
  23FEB043871
  
  ICT - Telecommspec.
  
  15
  
  30JAN04
  
  19FEB04Material
  Requisitions1340
  
  Product Swivel
  
  15
  
  15DEC03
  
  09JAN041360
  
  Winch
  
  10
  
  12JAN04
  
  23JAN041370
  
  Main & Swivel Bearing
  (incl. bolting)
  
  10
  
  22DEC03
  
  09JAN041430
  
  Valves
  
  20
  
  08DEC03
  
  09JAN04Layout&Design1450
  
  General Arrangement AFC
  
  30
  
  29JAN04
  
  10MAR041460
  
  Buoyancy Body AFC
  
  33
  
  12JAN04
  
  25FEB041470
  
  OutRig Struc.AFC
  
  30
  
  22JAN04
  
  03MAR041490
  
  Secondary
  Steel AFC
  
  20
  
  19FEB04
  
  17MAR041540
  
  Cathodic
  Protection AFC
  
  10
  
  11MAR04
  
  24MAR041545
  
  Lifting
  /Towing /Trans /Install. Docs AFC
  
  30
  
  05FEC04
  
  17MAR041550
  
  COG
  and Stability Calculations AFC
  
  5
  
  18MAR04
  
  24MAR041560
  
  Piping
  General Arrangement AFC
  
  30
  
  29JAN04
  
  10MAR041570
  
  Piping Stress Analysis
  
  20
  
  03FEB04
  
  10MAR041580
  
  Equipment
  Arrangement AFC
  
  20
  
  05FEB04
  
  03MAR041610
  
  Tension
  System AFC
  
  5
  
  26FEB04
  
  03MAR041780
  
  Update
  Engineering databases to AFC
  
  10
  
  26FEB04
  
  10MAR041790
  
  Underwater
  Clamp AFC
  
  15
  
  12FEB04
  
  03MAR041860
  
  Earthing
  Details AFC
  
  10
  
  04MAR04
  
  17MAR04Munin
  Interface2430
  
  Safety - Concept Safety
  Review
  
  10
  
  22DEC03
  
  09JAN042440
  
  Safety - Hazop/Risk
  assessment
  
  5
  
  16JAN04
  
  22JAN042450
  
  Safety - Safety Studys
  
  15
  
  22DEC03
  
  16JAN042457
  
  Safety - QRA & Safety
  Assessment report
  
  30
  
  20JAN04
  
  01MAR043807
  
  Process - Simulations
  
  10
  
  20NOV03
  
  03DEC033808
  
  Process - P&ID Draft
  
  10
  
  25NOV03
  
  08DEC033809
  
  Process - P&ID For
  HA2OP - IDC
  
  10
  
  08DEC03
  
  19DEC033810
  
  Process - P&ID For
  HAZOP - CAD
  
  10
  
  22DEC03
  
  09JAN043811
  
  Process - P&ID AFD
  
  10
  
  19JAN04
  
  30JAN043812
  
  Process - P&ID AFC
  
  10
  
  15MAR04
  
  26MAR043813
  
  Process - Eq. MRs LL
  
  10
  
  02DEC03
  
  15DEC033815
  
  Process - Eq. MRs Others
  
  20
  
  05JAN04
  
  30JAN043816
  
  Process - Valves datashts
  LLI
  
  15
  
  01DEC03
  
  19DEC033817
  
  Process - Valves/Instrument
  datashts
  
  15
  
  22DEC03
  
  16JAN043832
  
  Piping - Iso production
  >OffSkid lines25x<
  
  45
  
  30JAN04
  
  01APR043835
  
  Piping - Stress/Supp.
  
  30
  
  30JAN04
  
  11MAR043842
  
  E&I -GAs Layouts for
  ITT
  
  15
  
  28NOV03
  
  18DEC033845
  
  E&I - Schematics/Term
  drw. AFC
  
  40
  
  16FEB04
  
  09APR043846
  
  E&I - Eq.Reqs/MTO Bulk
  
  15
  
  28NOV03
  
  18DEC033847
  
  E&I - Design pck for
  ITT
  
  13
  
  02DEC03
  
  18DEC032462
  
  Repair & LTE -
  Eng.&Design
  
  50
  
  05JAN04
  
  12MAR042464
  
  Repair & LTE - Vessel
  inspection
  
  10
  
  12JAN04
  
  23JAN042468
  
  Repair & LTE -
  WorkPrep.
  
  20
  
  02AUG04
  
  27AUG04Fabrication1620
  
  Buoyancy tank - Workprep
  
  20
  
  06APR04
  
  03MAY041630
  
  Buoyancy tank - Cut/Roll
  plates
  
  21
  
  04MAY04
  
  01JUN04  
   ID
  
  Description
  
  
  
  Start
  
  Finish1640
  
  Buoyancy tank - Assemble/Weld
  
  40
  
  23MAY04
  
  01JUL041645
  
  Buoyancy tank - Outfitting
  
  25
  
  22JUN04
  
  16JUL041647
  
  Buoyancy tank - Test/Commiss.
  
  21
  
  17JUL04
  
  06AUG042311
  
  BTM Structure - Fabricate outrig.struc.
  
  20
  
  02AUG04
  
  27AUG042321
  
  Structure - WorkPrep.
  
  20
  
  10MAR04
  
  06APR042335
  
  Structure - PreFab Skid Piping
  
  25
  
  01JUN04
  
  05JUL042337
  
  Structure - PreFab Off-Skid Piping
  
  25
  
  06JUL04
  
  09AUG042341
  
  Structure - Fabricate Skid DeckSupp. beams
  
  15
  
  30JUL04
  
  19AUG042343
  
  Structure - Fabricate Skid beams
  
  25
  
  07APR04
  
  11MAY042345
  
  Structure - Assem./weld skid frame
  
  22
  
  12MAY04
  
  10JUN042347
  
  Structure - Assem./weld Sec.steel
  
  27
  
  04JUN04
  
  12JUL042349
  
  Structure - Install Equipm.
  
  10
  
  13JUL04
  
  26JUL042351
  
  Structure - Install Pipework
  
  20
  
  06JUL04
  
  02AUG042361
  
  Structure - Install E&l
  
  10
  
  20JUL04
  
  02AUG042373
  
  Module- Yard Test&Comm..
  
  10
  
  03AUG04
  
  16AUG04+ Munin installation339
  
  30AUG04
  
  26SEP04General2420
  
  PreOps - Licenses & Permits
  
  150
  
  30JAN04
  
  26AUG042423
  
  PreOps - Operations plan
  
  40
  
  17DEC03
  
  17FEB042425
  
  PreOps - DNV/SINA Class Cont. PLan
  
  40
  
  06JAN04
  
  01MAR042431
  
  HR - Organisation set-up
  
  53
  
  28NOV03
  
  17FEB042433
  
  HR - StatOil replacements
  
  111
  
  27FEB04
  
  30JUL042435
  
  HR - Recruit Prod.Supervisors
  
  60
  
  05JAN04
  
  26MAR042437
  
  HR - Training/Skills gap analysis
  
  80
  
  26DEC03
  
  22APR042441
  
  BaseSetUp - Office location
  
  61
  
  26DEC03
  
  26MAR042442
  
  BaseSetUp - Office Outfitting
  
  44
  
  30JUN04
  
  30AUG042443
  
  BaseSetUp - Comms. & IT (office & offshore)
  
  43
  
  29JUN04
  
  26AUG042444
  
  BaseSetUp - Recruit locals
  
  43
  
  31MAY04
  
  28JUL042445
  
  BaseSetUp - Procurement Contracts
  
  66
  
  27FEB04
  
  28MAY042446
  
  BaseSetUp - Logistics setup
  
  66
  
  27FEB04
  
  28MAY042447
  
  BaseSetUp - Key performance indicators (SPE)
  
  22
  
  30JUN04
  
  29JUL042448
  
  BaseSetUp - Emergency response exercise
  
  21
  
  31AUG04
  
  28SEP042451
  
  Manuals - Review & amend ex. 16 OFF
  
  152
  
  30JAN04
  
  30AUG042453
  
  Manuals - Prepare Oper Manuals
  
  68
  
  31MAR04
  
  02JUL042455
  
  Manuals - Bridging Documents
  
  112
  
  31MAR04
  
  02SEP042461
  
  Offshore - Flawless S.U. Proc.
  
  61
  
  26DEC03
  
  26MAR042463
  
  Offshore - Readiness Ex.system (Chklist)
  
  42
  
  30JUL04
  
  27SEP042465
  
  Offshore - Handover project Mods
  
  20
  
  31AUG04
  
  27SEP042467
  
  Offshore - Familiar Prod.Superv.A
  
  85
  
  01JUN04
  
  27SEP042469
  
  Offshore - Familiar Prod.Superv.B
  
  43
  
  30JUL04
  
  28SEP04  
   Milestones/Summary2411
  
  Munin - ShutDown Lufeng Field >StatOil<
  
  0
  
  16AUG042413
  
  Munin - Degas/Rush systems >StatOil<
  
  10
  
  16AUG04
  
  25AUG042415
  
  Munin - Disconnect Lufeng >StatOil<
  
  4
  
  26AUG04
  
  29AUG042417
  
  Munin - Release by StatOil
  
  0
  
  30AUG042419
  
  Munin - in Dry Dock
  
  23
  
  02SEP04
  
  24SEP045030
  
  Munin - Vessel Mods/Module
  
  21
  
  03SEP04
  
  23SEP045040
  
  Munin - Hook-up to Xijiang field
  
  2
  
  29SEP04
  
  30SEP047020
  
  BTM release NHKT (Current FPSO OffStat.)
  
  0
  
  25SEP047021
  
  Mob./WorkPrep @ Chiwan
  
  3
  
  22SEP04
  
  24SEP047025
  
  Install BW SubMerge Rig./Risers
  
  4
  
  25SEP04
  
  28SEP049043
  
  Testing & Commissioning
  
  2
  
  29SEP04
  
  30SEP049048
  
  Startup
  
  1
  
  01OCT04
  
  01OCT049050
  
  First Oil
  
  0
  
  
  
  01OCT04*Munin
  installationTransit6113
  
  Munin - Sail to DryDock
  
  2
  
  30AUG04
  
  31AUG046115
  
  Munin - Prepare DryDock
  
  2
  
  31AUG04
  
  01SEP046117
  
  Munin - Tow In DryDock
  
  1
  
  02SEP04
  
  02SEP046935
  
  Munin - Tow Out Dry Dock
  
  1
  
  24SEP04
  
  24SEP046937
  
  Munin - Leave Yard
  
  1
  
  25SEP04
  
  25SEP046939
  
  Munin - Arrival Xijiang
  
  1
  
  26SEP04
  
  26SEP04Module Installation on Munin6031
  
  Module - Supp.Frame Assem. on Deck
  
  2
  
  03SEP04
  
  04SEP046033
  
  Module - Supp.Frame Final Alignment
  
  1
  
  05SEP04
  
  05SEP046035
  
  Module - Supp.Frame Weld
  
  2
  
  06SEP04
  
  07SEP046050
  
  Module - Prepare for lifting
  
  2
  
  05SEP04
  
  06SEP046051
  
  Module - Lift on supp.frame
  
  1
  
  08SEP04
  
  08SEP046053
  
  Module - Final Alignment
  
  2
  
  09SEP04
  
  10SEP046057
  
  Module - Weld to Frame
  
  3
  
  10SEP04
  
  12SEP046071
  
  Module - Module Testing
  
  5
  
  19SEP04
  
  23SEP04Tie-Ins2250
  
  Tie-ins Work Prep.
  
  7
  
  30AUG04
  
  05SEP042255
  
  Tie-ins Crude Oil
  
  1
  
  11SEP04
  
  11SEP042257
  
  Tie-ins Produced Water 4x
  
  2
  
  03SEP04
  
  04SEP042259
  
  Tie-in 12 to Slops tank
  
  1
  
  03SEP04
  
  03SEP042261
  
  Tie-ins Drains
  
  1
  
  11SEP04
  
  11SEP042263
  
  Tie-ins Chem.injection 4x
  
  2
  
  03SEP04
  
  04SEP042281
  
  Tie-insE&lIAS
  
  5
  
  03SEP04
  
  07SEP042283
  
  Tie-ins E&l Power Supply
  
  5
  
  11SEP04
  
  15SEP042285
  
  Tie-ins E&l Hydraulics
  
  3
  
  11SEP04
  
  13SEP042287
  
  Tie-ins E&l Instrum.Air
  
  3
  
  11SEP04
  
  13SEP042300
  
  Tie-ins Test/Complete
  
  5
  
  13SEP04
  
  17SEP04Thruster Overhaul6121
  
  Munin Thrusters - Disconect Azimuth
  
  2
  
  03SEP04
  
  04SEP046123
  
  Munin Thrusters - Remove Azimuth Thrus.
  
  2
  
  04SEP04
  
  05SEP046125
  
  Munin Thrusters - Overhaul Azimuth Thrus.
  
  10
  
  06SEP04
  
  15SEP046127
  
  Munin Thrusters - HookUp Azimuth Thrus.
  
  2
  
  16SEP04
  
  17SEP046131
  
  Munin Thrusters - Disconect Bow Thrus.
  
  2
  
  05SEP04
  
  06SEP046133
  
  Munin Thrusters - Remove Bow Thrus.
  
  2
  
  06SEP04
  
  07SEP046135
  
  Munin Thrusters - Overhaul Bow Thrus.
  
  9
  
  08SEP04
  
  16SEP046137
  
  Munin Thrusters - MookUp Bow Thrus.
  
  2
  
  17SEP04
  
  18SEP046143
  
  Munin Propeller - Propeller Blades Disconnect
  
  1
  
  03SEP04
  
  03SEP046145
  
  Munin Propeller - Propeller Blades Repair
  
  9
  
  04SEP04
  
  12SEP046147
  
  Munin Propeller - Propeller Blades Reinstall
  
  2
  
  13SEP04
  
  14SEP041st Separator VIEC Internals6531
  
  1st Separator - repl. internals (VIEC)
  
  7
  
  03SEP04
  
  09SEP046539
  
  1st Separator - VIEC Panel installation
  
  3
  
  09SEP04
  
  11SEP04Chemical Injection Skid6541
  
  Chemical Injection - Disconect/remove ex.pump
  
  1
  
  03SEP04
  
  03SEP046545
  
  Chemical Injection - l Biocide inj. pump
  
  2
  
  04SEP04
  
  05SEP04CrudeOil MlSystem6551
  
  CrudeOil Pump - repl. Pump + Pipework
  
  2
  
  03SEP04
  
  04SEP046561
  
  CrudeOil Exchanger - Add. plates
  
  1
  
  03SEP04
  
  03SEP04  
   ID
  
  Description
  
  
  
  Start
  
  Finish6571
  
  CrudeOil Med.Cooler - Add. Plates
  
  1
  
  03SEP04
  
  03SEP04Valves/Piping Mods3150
  
  CtrlValve 20LV0131 - Disconnect
  
  1
  
  03SEP04
  
  03SEP043153
  
  CtrlValve 20LV0131 -Upgrade
  
  1
  
  04SEP04
  
  04SEP043161
  
  CtrlValve 20XV0134 - Remove
  
  1
  
  03SEP04
  
  03SEP043163
  
  CtrlValve 20XV0134 - PipeMod/fit valve
  
  2
  
  04SEP04
  
  05SEP043165
  
  CtrlValve 20XV0134 - HookUp/test
  
  1
  
  06SEP04
  
  06SEP046155
  
  CtrlValve 20LV0131 - Connect/Test
  
  1
  
  05SEP04
  
  05SEP046173
  
  Cargo Vent System - Piping Mods
  
  1
  
  06SEP04
  
  06SEP046175
  
  Cargo Vent System - P/V valve replacement
  
  1
  
  06SEP04
  
  06SEP046177
  
  Cargo Vent System - Flame arrestor repl.
  
  1
  
  06SEP04
  
  06SEP04E&l scope3531
  
  Kongsberg IAS - Cable Pulling
  
  4
  
  07SEP04
  
  10SEP043533
  
  Kongsberg I AS - ref.system mods Ctrl Room
  
  5
  
  03SEP04
  
  07SEP043535
  
  Kongsberg IAS - IAS system mods
  
  5
  
  03SEP04
  
  07SEP043539
  
  Kongsberg IAS - Testing
  
  10
  
  09SEP04
  
  18SEP043543
  
  Offload Metering - FMC Approver revamp
  
  5
  
  03SEP04
  
  07SEP046575
  
  TeleComm. Provider Switch-Over
  
  2
  
  30AUG04
  
  31AUG046581
  
  Power Supply - New Starter Module
  
  2
  
  03SEP04
  
  04SEP046582
  
  Power Supply - ABB VSD mods/testing
  
  5
  
  15SEP04
  
  19SEP046583
  
  Power Supply - Cable pulling
  
  5
  
  04SEP04
  
  08SEP046585
  
  Power Supply - Cable Term./test
  
  7
  
  11SEP04
  
  17SEP04Repair & LTE Scope3310
  
  PumpRoom - Overhaul Isol. Valves cargo system
  
  10
  
  03SEP04
  
  12SEP043320
  
  InertGas Room- Mods IG Ducting/vent.
  
  5
  
  03SEP04
  
  07SEP043330
  
  MainDeck - Blank midship Manifold
  
  5
  
  03SEP04
  
  07SEP043340
  
  Aft/PoopDeck- New NonRetum Valve
  
  3
  
  03SEP04
  
  05SEP043350
  
  Emerg.FW pump Cooler - Clean internals
  
  5
  
  03SEP04
  
  07SEP043355
  
  SwGr.Room Cooling - Repl. 2Condensors
  
  5
  
  03SEP04
  
  07SEP043360
  
  Topside Repairs pending Inspection
  
  15
  
  03SEP04
  
  17SEP043390
  
  Repair & LTE - Commission
  
  5
  
  19SEP04
  
  23SEP043410
  
  Slop Tank Repair
  
  21
  
  30AUG04
  
  19SEP043420
  
  Annual DNV survey
  
  14
  
  12SEP04
  
  25SEP04  
   ID
  
  Description
  
  
  
  Start
  
  FinishOffshore Installation3101
  
  Mat/Eq. - Available @ Chiwan
  
  0
  
  23SEP04 00:003103
  
  Mat/Eq. - Prepare for Shipment
  
  24
  
  23SEP04 00:00
  
  23SEP04 23:593105
  
  Mat./Eq. - Transit to site
  
  24
  
  24SEP04 00:00*
  
  24SEP04 23:593111
  
  Arrival DSV (DiversSupp.) @ Chiwan
  
  72
  
  19SEP04 00:00
  
  21SEP04 23:593113
  
  Mobilise/install DSV @ Chiwan
  
  48
  
  22SEP04 00:00
  
  23SEP04 23:593115
  
  DSV @ Chiwan
  
  12
  
  24SEP04 00:00
  
  24SEP04 11:593131
  
  Arrival AHT/Supply vessel @ Chiwan
  
  24
  
  22SEP04 00:00
  
  22SEP04 23:593133
  
  Mobilise AHT/SupplyVessel @ Chiwan
  
  24
  
  23SEP04 00:00
  
  23SEP04 23:593135
  
  AHT/SupplyVessel to Site
  
  12
  
  24SEP04 00:00
  
  24SEP04 11:595310
  
  Current FPSO Off-station
  
  0
  
  25SEP04 00:00*5320
  
  DSV - DP trials
  
  4
  
  24SEP04 12:00
  
  24SEP04 12:005330
  
  DSV setup BTM location
  
  1
  
  25SEP04 00:00
  
  24SEP04 12:005340
  
  ROV Site Survey
  
  2
  
  25SEP04 01:00
  
  24SEP04 12:005350
  
  BTM clean marine growth
  
  2
  
  25SEP04 03:00
  
  24SEP04 12:005355
  
  BTM remove existing lift rigging
  
  1
  
  25SEP04 05:00
  
  24SEP04 12:005360
  
  Lower/fit BTM Adaptor Piece
  
  2
  
  25SEP04 06:00
  
  24SEP04 12:005370
  
  lFlange-Clamps&TorqueBolts4x
  
  4
  
  25SEP04 08:00
  
  24SEP04 12:005380
  
  Lower/fit Riser Gantry Assembly
  
  4
  
  25SEP04 12:00
  
  24SEP04 12:005390
  
  Install Clamp-Flange/torgue bolts 4x
  
  4
  
  25SEP04 16:00
  
  24SEP04 12:005440
  
  Pull-in/Hang-off BTM Riser #1 Remove Mandril
  
  2
  
  25SEP04 20:00
  
  25SEP04 21:595450
  
  Pull-in/Hang-off BTM Riser #2 Remove Mandril
  
  3
  
  25SEP04 22:00
  
  26SEP04 00:595460
  
  l Spoolpiece #1 MakeUp/Torque Flanges 2x
  
  6
  
  26SEP04 01:00
  
  26SEP04 06:595465
  
  Install Spoolpiece #2 MakeUp/Torque Flanges 2x
  
  6
  
  26SEP04 07:00
  
  26SEP04 12:595467
  
  Deploy/install New Riser Seabed Clumpweighl
  
  4
  
  26SEP04 13:00
  
  26SEP04 16:595468
  
  l New Riser Buoy.termination
  
  4
  
  26SEP04 17:00
  
  26SEP04 20:595470
  
  l flex Riser #1 (incl. flange)
  
  24
  
  26SEP04 21:00
  
  27SEP04 20:595490
  
  Deploy/install flex Riser #2 (incl. flange)
  
  24
  
  26SEP04 21:00
  
  27SEP0420:595500
  
  l NewRiser Buoy. Termination & Flood Riser
  
  6
  
  27SEP04 21:00
  
  28SEP04 02:595501
  
  MakeUp/Torque pipe flanges 2x
  
  6
  
  28SEP04 03:00
  
  28SEP04 08:595503
  
  Open Riser BTM Ballvalves 2x
  
  1
  
  28SEP04 09:00
  
  28SEP0409:595505
  
  Press.TestFlex Riser #1&2
  
  12
  
  28SEP04 10:00
  
  28SEP04 21:595510
  
  l DP Seabed Transponders 5x
  
  5
  
  28SEP04 22:00
  
  29SEP04 02:595550
  
  DSV depart./Release site for Munin
  
  0
  
  
  
  29SEP04 02:595560
  
  Vessels Transit to Chiwan
  
  12
  
  29SEP04 03:00
  
  29SEP04 14:595570
  
  Unload/DemobDSV
  
  24
  
  29SEP04 15:00
  
  30SEP04 14:595600
  
  Demob Complete
  
  0
  
  
  
  30SEP04 14:592503
  
  Munin - Pre hook-up test/DP Trails
  
  36
  
  25SEP04 00:00*
  
  26SEP04 11:592505
  
  Munin on position/HPR DP Trails
  
  71
  
  26SEP04 00:00
  
  28SEP04 22:592507
  
  Munin on position/HPR DP Trails
  
  6
  
  29SEP04 03:00
  
  29SEP04 08:592510
  
  Hook-up Munin/Lock Buoyanyce tank to Munnin
  
  3
  
  29SEP04 09:00
  
  29SEP04 11:592520
  
  System pressure tests
  
  36
  
  29SEP04 12:00
  
  30SEP04 23:592522
  
  FPSO checks
  
  36
  
  29SEP04 12:00
  
  30SEP04 23:592525
  
  Start Up
  
  30
  
  30SEP04 18:00
  
  01OCT04 23:59  
   EXHIBIT
II  COMPENSATION SCHEDULE  TABLE OF CONTENTS  ARTICLE 1
  - GENERALARTICLE 2
  - CONTRACT COMPENSATIONARTICLE 3
  - LUMP SUM PAYMENTSARTICLE 4
  - DAY RATE PAYMENTSARTICLE 5
  - SUSPENSION RATESARTICLE 6
  - TERMINATION RATESCOST SCHEDULESII - A:
  CONTRACT PRICEII - B:
  TERMINATION
  RATES    1 
   ARTICLE 1  - GENERAL  1.1This
EXHIBIT of the CONTRACT defines the basis for compensating CONTRACTOR for
performing the WORK and for discharging its other obligations under this
CONTRACT.  1.2The
CONTRACT PRICE shall comprise the following:  (a)Lump Sum
reimbursement for design, engineering, procurement, fabrication, and
construction of Dynamic Positioning Reference System and Catenary Riser System
(including BTM Outrigger Arm) including delivery to the OFFSHORE SITE;  (b)Lump Sum
reimbursement for INSTALLATION of FPSO SYSTEM;  (c)Lump Sum
reimbursement of management and engineering costs;  (d)Lump Sum
reimbursement for design, design, engineering, procurement, fabrication,
conversion and construction of topside modifications and mobilization of the
FPSO VESSEL;  (e)Vessel
Hire Rate for use, and Operating and Maintenance Rate for maintenance and
operation, in each case of the FPSO SYSTEM during the   UTILIZATION PERIOD.  (f)Lump sum
reimbursement for DEMOBILIZATION of the FPSO SYSTEM, including disconnection
and removal from the OFFSHORE SITE of the FPSO MOORING, Dynamic Positioning Reference
System, Catenary Riser System, and the FPSO VESSEL, removal of the BTM
Outrigger Arm and restoration of the existing mooring system to the original
configuration, and delivery of the 8catenary risers, reels, BTM outrigger and
buoyancy tank to COMPANYs Chiwan Supply Base.  1.3The
following adjustments shall be made, without affecting the CONTRACT PRICE:  (a)Day
Rate Reduction for excessive DOWNTIME. (b)Reduced
Utilization Period Vessel Hire Rate when minimum oil production is less than
50,000 barrels of oil per day as defined in Table II  A.2. (c)Liquidated
Damages (d)Reductions
in the Operating and Maintenance rate as set forth herein.  1.4Details
of each of these are set forth below.  2 
   ARTICLE 2  - CONTRACT COMPENSATION  2.1For
all WORK, COMPANY shall pay CONTRACTOR the compensation in accordance with
Schedule II - A of this EXHIBIT II.  2.2The
compensation set forth in Schedule II  A 
shall be the full and complete compensation to CONTRACTOR for the WORK,
including the provision of all facilities and services referred to in EXHIBIT
III - Administration Procedures unless otherwise stated in this CONTRACT, and
including the provision of all other overheads, taxes, duties, fees, facilities,
services and utility services required to support the performance of the WORK,
whether explicitly stated in the CONTRACT or implied in the Scope of WORK.  2.3Compensation  is broken down into lump sum payments and
day rate payments as shown in Schedule II - A of this EXHIBIT II, and will
be paid at the completion of activities or at the times specified therein.
CONTRACTOR shall invoice COMPANY in accordance with the procedures defined in
EXHIBIT III - Administration Procedures, Article 7.  3 
   ARTICLE 3  - LUMP SUM PAYMENTS  3.1Lump
Sum prices detailed in Schedule II - A herein shall be deemed to include
all costs associated with the engineering, design, procurement, fabrication,
construction, repair, refurbishment, modifications and marine operations
applicable to the specified activity for that Lump Sum reimbursement, and shall
be deemed to be inclusive of all necessary Classification and Certification
fees and charges related thereto.  3.2CONTRACTOR
shall be responsible for and shall pay at such times when due and payable, all
custom charges, duties, port and harbour fees imposed on CONTRACTORs
consumables and spare parts of CONTRACTORs equipment required for the WORK.
All such costs shall be deemed to be part of the CONTRACT PRICE, and shall be
deemed to be included in the appropriate Lump Sum price.  3.3CONTRACTOR
shall be responsible for and shall pay at its own costs and expense, when due
and payable, all other taxes, duties, fees or other governmental charges,
contributions or surcharges for which CONTRACTOR is liable pursuant to the
performance of the WORK. All such costs shall be deemed to be part of the
CONTRACT PRICE, and shall be deemed to be included in the appropriate Lump Sum
price.  3.4The
Lump Sum prices in Schedule II - A related to the INSTALLATION and
DEMOBILIZATION of the FPSO SYSTEMshall
also be deemed to be fully inclusive of all costs incidental to the ownership
such including time costs arising during fabrication and INSTALLATION, and
inclusive of CONTRACTORs and CONTRACTORs SUBCONTRACTORs costs associated
with project management, quality assurance and quality control, direct and
indirect overheads, contributions to profit, and all other such indirect costs
arising out of or in connection with the performance of the WORK.  3.5Lump
Sum costs shall be payable upon issuance of the appropriate PERFORMANCE
CERTIFICATE covering  specified activity
defined in Schedule II - A. CONTRACTOR shall present its invoice for this
activity only upon issue by COMPANY of the appropriate certificate and a copy
of this certificate shall be attached to the invoice as part of the supporting
documentation.  Notwithstanding the
foregoing, in the event that the specified activity cannot be performed within
a reasonable time period after CONTRACTOR notifies COMPANY that it is ready and
able to initiate activity based on COMPANYS inability to   perform, then COMPANY will, for the period
of time during which such activity cannot be performed, pay interest on the
lump sum amount attributable to such activity at an annualized rate equal to
LIBOR plus 2 percent, payable monthly.  4 
   ARTICLE 4  - DAY RATE PAYMENTS  General  4.1PAYMENTS
DURING THE UTILIZATION PERIOD PRIOR TO ISSUANCE OF PERFORMANCE CERTIFICATE  A.In the
event  the FPSO SYSTEM is located at the
OFFSHORE SITE and is capable of and ready to receive and process WELL FLUIDS
and offload PRODUCED OIL at the rates specified herein but COMPANY prevents CONTRACTOR
from completing INSTALLATION and/or commencing the PERFORMANCE TEST, an amount
equal to the Vessel Hire Rate plus verifiable, actual operating expenses will
be payable until such time as COMPANY is ready for CONTRACTOR to commence the
PERFORMANCE TEST .  Once COMPANY
notifies CONTRACTOR that it may proceed with the PERFORMANCE TEST, compensation
will be at the rate applicable based on TABLE 
II-A  Compensation Prior to Satisfactory Completion of the PERFORMANCE
TEST herein.  B.In
the event the FPSO SYSTEM is not located at the OFFSHORE SITE, capable of and
ready to receive and process WELL FLUIDS and offload PRODUCED OIL at the rates
specified herein by October 1, 2004, no Vessel Hire Rate or Operating and
Maintenance Fee will be payable.  At such
time as the FPSO SYSTEM is INSTALLED and is capable of and ready to receive and
process WELL FLUIDS and offload PRODUCED OIL at the rates specified herein,
CONTRACTOR will notify COMPANY that it is ready to proceed with the PERFORMANCE
TEST, and compensation will commence at the rate applicable in TABLE II 
Compensation Prior to Satisfactory Completion of the PERFORMANCE TEST.  C.In
the event the FPSO SYSTEM is not located at the OFFSHORE SITE, capable of and
ready to receive and process WELL FLUIDS and offload PRODUCED OIL by
October 1, 2004 due to a Force Majeure Event as defined in Article 21
of the CONTRACT, the Force Majeure Rates set forth in Table II  A.5 shall be
payable for the duration of the Force Majeure Event.  4.2PAYMENTS
DURING THE UTILIZATION PERIOD AFTER ISSUANCE OF THE PERFORMANCE CERTIFICATE  Once the
PERFORMANCE CERTIFICATE has been issued, compensation will be at the RATES
APPLICABLE AFTER ISSUANCE OF PERFORMANCE  5 
   CERTIFICATE set forth
in TABLE II  A.2.  A reduced rate will
be applicable during any days when PRODUCED OIL production and, if applicable,
offloading, falls below 50,000 barrels, and such shortfall is not caused by
lack of production of WELL FLUIDS from the Wellhead Platform.  4.3ELEMENTS
OF VESSEL HIRE RATE AND OPERATION AND MAINTENANCE FEES  Day Rate Costs
defined in Schedule II - A shall be deemed to include for all CONTRACTORs
direct and indirect costs for: labour, materials, consumables, equipment,
management, support, insurance, fees and all other items of whatever kind
required for the provision, operation and maintenance of the FPSO SYSTEM  during the UTILIZATION PERIOD with the
exception of items listed in EXHIBIT VII - Company and Contractor Supplied
Materials and Equipment specified as being supplied by COMPANY.  4.4STOPPAGE
OF VESSEL HIRE RATE AND OPERATION AND MAINTENANCE FEE PAYMENTS  A.In the following
events:  (i)FPSO
SYSTEM is undergoing DOWNTIME beyond the 3% DOWNTIME allowance.  During the UTILIZATION PERIOD, CONTRACTOR
shall be allowed 3%  DOWNTIME.  DOWNTIME shall be defined as any time during
the Utilization Period when the FPSO SYSTEM is unable to receive or process oil
and produce and offload PRODUCED OIL and the cause is not a Force Majeure event
as defined in Article 21 of the Contract; and/or (ii)FPSO
VESSEL is disconnected from FPSO MOORING for any reason within the
environmental design criteria; and/or (iii)Wreckage,
total loss and/or sinkage of any part of FPSO SYSTEM.  no Vessel Hire Rate
will be payable for the full duration of the event(s).  In case of event (iii), no Vessel Hire Rate
or Operating Maintenance Fee will be payable for the full duration of the
event.  Such duration shall be defined
as the period of time that the operation of any system on the Wellhead Platform
has been compromised from its intended/required performance, through no fault
of that system.  B.In
the event that export tankers are unable to commence, continue with, or
complete offloading operations when environmental conditions are within the
offloading design criteria as stated in EXHIBIT IX and in the reasonable
opinion of the Mooring Master the FPSO SYSTEM fails to properly operate to an
extent that it:  (i)Prevents
the export tanker from approaching to and/or mooring to the FPSO VESSEL; and/or (ii)Prevents
offloading hoses from being connected prior to commencement of offloading;
and/or  6 
   (iii)Requires
offloading hoses to be disconnected prior to completion of offloading; and/or (iv)Requires
tanker to un-moor from the FPSO VESSEL and stand-off; and/or (v)Requires
the export tanker to depart the OFFSHORE SITE without completion of loading the
planned offloading parcel.  no Vessel
Hire  Rate will be payable for the full
duration of the event(s). Such duration shall be defined as the cumulative
period(s) during which the offloading operation is on stand-by, starting from
the scheduled time for commencement of mooring the export tanker (as stated in
the preceding days daily report) and up the actual time of completion of
de-mooring the export tanker.  If such
an event occurs but full production of WELL FLUIDS from the Wellhead Platform
is uninterrupted, then the Vessel Hire Rate will be unaffected but CONTRACTOR
shall pay all demurrage and other verifiable direct costs caused by such
failure.  If such an event occurs and as
a result a cutback on WELL FLUIDS production levels   is caused or required, the Vessel Hire Rate will be adjusted in
an amount equal to the percentage of production reduction below full
production, and CONTRACTOR shall pay all demurrage and other verifiable direct
costs caused by such failure. 
CONTRACTORs maximum liability during any day under this
Article 4.4 shall be limited to an amount equal to the Vessel Hire Rate
applicable to such day.  C.In
the event that the COMPANY OFFSHORE REPRESENTATIVE requires the FPSO SYSTEM to
stop receiving WELL FLUIDS and/or stop processing PRODUCED OIL due to, in his
reasonable opinion, unsafe working conditions of any EQUIPMENT or of the FPSO
SYSTEM, no day rate will be payable for the duration of the stoppage. Such
duration shall be defined as the period between the time that the COMPANY
OFFSHORE REPRESENTATIVE NOTIFIES the CONTRACTOR OIM to stop operation and the
time that the COMPANY OFFSHORE REPRESENTATIVE NOTIFIES the CONTRACTOR OIM that
he has released his stoppage instruction. Release of the COMPANY OFFSHORE
REPRESENTATIVEs stoppage instruction will be given immediately once the unsafe
working condition is rectified to his reasonable satisfaction.  If
CONTRACTOR does not agree with the COMPANY OFFSHORE REPRESENTATIVE instruction
to stop processing PRODUCED OIL, CONTRACTOR must comply with COMPANY OFFSHORE
REPRESENTATIVE instruction.  The
invoice issued subsequent to the stoppage periods defined above shall be
calculated accordingly, allowing for each hour or part hour of stoppage arising
in the month addressed by that invoice.  7 
   ARTICLE 5  - SUSPENSION RATES  5.1Pursuant
to Article 19 of the Contract - Suspension of Work, COMPANY may elect to
suspend all or part of the WORK.  5.2In
the event that suspension takes place before the UTILIZATION PERIOD,
reimbursement shall be in accordance with Schedule II, Table II - A.3.  5.3In
the event that suspension takes place during the UTILIZATION PERIOD,
reimbursement shall be in accordance with Schedule II, Table II  A.4.  5.4In
the event that suspension arises due to sole default of CONTRACTOR or SUBCONTRACTORs,
no compensation shall be due to CONTRACTOR and no day rate will be payable for
the duration of the suspension.  The
suspension days are counted toward the minimum UTILIZATION PERIOD.  5.5The
invoice(s) issued subsequent to the suspension period shall be calculated
accordingly, allowing for each hour or part hour of suspension.  8 
   ARTICLE 6  - TERMINATION RATES  6.1Pursuant
to Article 20 of the CONTRACT  -
Termination of Work, COMPANY may elect to terminate all or part of the WORK.  6.2In
the event that COMPANY terminates the CONTRACT without cause prior to the
UTILIZATION PERIOD, compensation properly due to CONTRACTOR shall be in
accordance with Schedule II, Table II - B.1.  No other compensation for any expenses resulting from the
termination shall be due to CONTRACTOR  6.3In
the event that COMPANY terminates the contract without cause during the
UTILIZATION PERIOD, CONTRACTOR shall be reimbursed in accordance with
Schedule II, Table II - B.2.  No
other compensation for any expenses resulting from the termination shall be due
to CONTRACTOR.  6.4In
the event that COMPANY terminates the contract for cause prior to the
UTILIZATION PERIOD, compensation properly due to CONTRACTOR shall be in accordance
with Schedule II, Table II - B.3. 
No other compensation for any expenses resulting from the termination
shall be due to CONTRACTOR.  No other
compensation for lost UTILIZATION or for DEMOBILIZATION or for any other
expenses resulting from the termination shall be due to CONTRACTOR.  6.5In
the event that COMPANY terminates the contract for cause during UTILIZATION
PERIOD, compensation properly due to CONTRACTOR shall be in accordance with
Schedule II, Table II - B.4.  No
other compensation for lost UTILIZATION or for DEMOBILIZATION or for any other
expenses resulting from the termination shall be due to CONTRACTOR.  6.6The
invoice(s) issued subsequent to the termination date shall be calculated
accordingly, allowing for each hour or part hour of suspension.  9 
   SCHEDULE II - A  CONTRACT PRICE  TABLE II - A.1:
  CONTRACT PRICETABLE II - A.2:
  UTILIZATION
  DAY RATE ELEMENTS FOR UTILIZATION PERIOD PRIOR TO AND AFTER ISSUANCE OF
  PERFORMANCE CERTIFICATETABLE II - A.3:
  SUSPENSION
  RATE PRIOR TO UTILIZATION PERIOD AS DESCRIBED IN ARTICLE 19TABLE II - A.4:
  SUSPENSION
  RATE DURING UTILIZATION PERIOD AS DESCRIBED IN ARTICLE 19TABLE II - A.5:
  FORCE MAJEURE RATE
  AS DESCRIBED IN ARTICLE 21  10 
   EXHIBIT II - Schedule of
Compensation  TABLE II - A.1: CONTRACT
PRICE  COST ITEM
  
  TYPE OF
  PAYMENT
  
  COST (US$)
  
  PAYMENT
  SCHEDULEDESIGN,
  ENGINEERING, PROCUREMENT, FABRICATION, AND CONSTRUCTION OF DYNAMIC
  POSITIONING SYSTEM AND CATENARY RISER SYSTEM (INCLUDING OUTRIGGER ARM)  AND INCLUDING DELIVERY TO OFFSHORE SITE
  
  Lump Sum
  
  [***]
  
  Issuance
  of PERFORMANCE CERTIFICATE  FPSO SYSTEMINSTALLATION
  COSTS OF FPSO MUNIN,  THE DYNAMIC
  POSITIONING REFERENCE SYSTEM AND CATENARY RISER SYSTEM INCLUDING CONNECTION
  OF THE OUTRIGGER TO THE EXISTING BTM SYSTEM.
  
  Lump Sum
  
  [***]
  
  Issuance
  of PERFORMANCE CERTIFICATE  FPSO SYSTEMPROJECT
  MANAGEMENT AND ENGINEERING COSTS
  
  Lump Sum
  
  [***]
  
  Issuance
  of PERFORMANCE CERTIFICATE  FPSO SYSTEMDESIGN,
  ENGINEERING, PROCUREMENT, FABRICATION, CONVERSION AND CONSTRUCTION OF TOPSIDE
  MODIFICATIONS AND MOBILIZATION OF FPSO VESSEL
  
  Lump Sum
  
  [***]
  
  Issuance
  of PERFORMANCE CERTIFICATE  FPSO SYSTEMDISCONNECTION
  AND REMOVAL FROM OFFSHORE SITE OF FPSO MOORING, DYNAMIC  POSITIONING REFERENCE SYSTEM ,  CATENARY 
  RISER SYSTEM,  FPSO VESSEL,
  REMOVAL OF THE OUTRIGGER ARM AND RESTORATION OF EXISTING MOORING SYSTEM TO
  ORIGINAL CONFIGURATION AND REPAIR., AND DELIVERY OF THE OUTRIGGER ARM,
  BUOYANCY TANK  AND 8 CATERNARY RISERS
  TO COMPANYS SHORE BASE AT CHIWAN
  
  Lump Sum
  
  [***]
  
  Issuance
  of DEMOBILIZATION CERTIFICATE  
 [***]Certain confidential information
contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
exchange Act of 1934.  11 
   UTILIZATION
  PERIOD  (FPSO SYSTEM-VESSEL HIRE
  RATE))
  
  Day Rate
  
  PRIOR
  TO ISSUANCE OF PERFORMANCE CERTIFICATE: 
  SEE TABLE II  A.2
  
  AFTER
  ISSUANCE OF PERFORMANCE CERTIFICATE: 
  SEE TABLE II  A.2
  
  SUSPENSION
  RATE:  SEE TABLE II  A.3 &
  A.4
  
  REDUCED
  RATES:  SEE TABLE II  A.2
  
  FORCE
  MAJEURE RATES:  SEE TABLE II  A.5
  
  TERMINATION
  RATES:  SEE TABLE II  B
  
  MonthlyUTILIZATION
  PERIOD  FPSO SYSTEM-OPERATING AND
  MAINTENANCE RATE)
  
  Day Rate
  
  PRIOR
  TO ISSUANCE OF PERFORMANCE CERTIFICATE: 
  SEE TABLE II  A.2
  
  AFTER
  ISSUANCE OF PERFORMANCE CERTIFICATE: 
  SEE TABLE II  A.2
  
  SUSPENSION
  RATE:  SEE TABLE II  A.3 &
  A.4
  
  FORCE
  MAJEURE RATES:  SEE TABLE II  A.5
  
  TERMINATION
  RATES:  SEE TABLE II  B
  
  Monthly  12 
   TABLE
II - A.2:UTILIZATION
DAY RATE ELEMENTS FOR UTILIZATION PERIOD PRIOR TO AND AFTER ISSUANCE OF
PERFORMANCE CERTIFICATE  DAY RATES
  (US$/day)RATES
  APPLICABLE
  PRIOR TO ISSUANCE
  OF PERFORMANCE
  CERTIFICATE*
  
  RATES
  APPLICABLE
  AFTER ISSUANCE OF
  PERFORMANCE
  CERTIFICATE
  
  REDUCED
  UTILIZATION
  RATES,
  APPLICABLE
  DURING ANY DAYS
  WHEN BARRELS
  OF PRODUCED OIL
  FALL BELOW
  50,000*
  
  ADJUSTMENT
  TO
  RATES BASED ON
  DOWNTIME DURING
  ANY MONTH IN
  EXCESS OF 3% AS
  SET FORTH IN
  ARTICLE 6.12FPSO
  SYSTEM-VESSEL HIRE RATE
  
  LESSER
  OF:  BARRELS OF PRODUCED OIL PER DAY
  X[***]
  
  OR
  
  [***]/day
  
  [***]/day,
  UNLESS REDUCED UTILIZATION RATES APPLY BASED ON REDUCED PRODUCTION OF
  PRODUCED OIL AND/OR REDUCED BASED ON EXCESS DOWNTIME PER ARTICLE 6.12
  
  BARRELS
  OF PRODUCED OIL PER DAY x [***]
  
  RATABLE
  REDUCTION OF HIRE RATE PAYABLE DURING ANY MONTH TO THE EXTENT DOWNTIME
  EXCEEDS 3%.  AS AN EXAMPLE IF DOWNTIME
  IS 5% DURING A PARTICULAR MONTH, THE HIRE RATE OTHERWISE PAYABLE WOULD BE
  REDUCED BY 2%  
 [***]Certain confidential information
contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2of the Securities
Exchange Act OF 1934.  13 
   FPSO
  SYSTEM-OPERATING AND MAINTENANCE FEE
  
  LESSER
  OF:  (BARRELS OF PRODUCED OIL PER DAY
  X ***
  
  OR
  
  [***]/day
  
  [***]/day
  
  NO
  ADJUSTMENT
  
  NO
  ADJUSTMENT  
 [***]Certain confidential information
contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
exchange Act OF 1934.  NOTE: The above prices are to
be all inclusive prices. The prices include but not be limited to all charges
related to Personnel, Inspections, Consumables, Spares, Insurance, Taxes,
Customs, Duties, Port & Harbor Fees along with all Transportation, QA/QC,
Overheads and Profit.  *PRODUCED OIL production is measured from
0000 hours of each day to 23:59 of the same day.  14 
   TABLE II - A.3:SUSPENSION
RATE PRIOR TO UTILIZATION PERIOD
AS DESCRIBED IN ARTICLE 19  VERIFIABLE
COSTS INCURRED AS A RESULT OF THE SUSPENSION THAT WOULD NOT HAVE BEEN INCURRED
OTHERWISE.  WITH NO EFFECT ON OBLIGATION
TO PAY VESSEL HIRE RATE FOR A MINIMUM 160 DAY UTILIZATION PERIOD.  TABLE II
- A.4:SUSPENSION RATE
DURING UTILIZATION PERIOD AS DESCRIBED IN ARTICLE 19  VESSEL
HIRE RATE CONTINUES TO BE PAYABLE, WITH OPERATING AND MAINTENANCE RATE REDUCED
TO INCLUDE ONLY VERIFIABLE COSTS.  TABLE II - A.5
- FORCE MAJEURE RATE AS DESCRIBED IN ARTICLE 21  VESSEL HIRE RATE
CONTINUES TO BE PAYABLE DURING THE UTILIZATION PERIOD IN ACCORDANCE WITH THE
TERMS OF THE CONTRACT  WITH OPERATING
AND MAINTENANCE FEE REDUCED TO INCLUDE ONLY VERIFIABLE COSTS  15 
   SCHEDULE II - B  TERMINATION
RATES  TABLE II - B.1:
  TERMINATION RATE
  PRIOR TO UTILIZATION PERIOD-TERMINATION WITHOUT CAUSE BY COMPANY OR WITH
  CAUSE BY CONTRACTORTABLE II - B.2:
  TERMINATION RATE
  DURING UTILIZATION PERIOD WITHOUT CAUSE BY COMPANY OR WITH CAUSE BY
  CONTRACTORTABLE II - B.3:
  TERMINATION BY
  COMPANY WITH CAUSE RATE PRIOR TO UTILIZATION PERIODTABLE II - B.4:
  TERMINATION BY
  COMPANY WITH CAUSE RATE DURING UTILIZATION PERIOD  16 
   TABLE II - B.1:TERMINATION RATE PRIOR TO UTILIZATION
PERIOD-TERMINATION WITHOUT CAUSE BY COMPANY OR WITH CAUSE BY CONTRACTOR  HIRE
  RATE AND OPERATIONS AND MAINTENANCE FEE
  
  HIRE
  RATE PAYABLE FOR 160 DAY MINIMUM UTILIZATION PERIOD, PLUS.  OPERATIONS AND MAINTENANCE RATE PAYABLE
  FOR SAME PERIOD BASED ONLY ON DOCUMENTED COSTS, WITH REDUCTION TO OPERATIONS
  AND MAINTENANCE RATE EQUAL TO SAVINGS REALIZED FROM NOT HAVING TO PERFORM,
  AND REDUCTION TO TOTAL COMPENSATION ABOVE EQUAL TO  REVENUE RECEIVED FROM THIRD PARTIES DURING THE PERIOD OF TIME
  WHEN THE FPSO VESSEL WOULD HAVE BEEN BEING REFURBISHED FOR USE UNDER THIS
  CONTRACT, AS WELL AS DURING THE UTILIZATION PERIOD AND DEMOBILIZATION PERIOD
  HEREUNDER.Expenses
  associated with termination
  
  Reasonable
  documented direct costs.Lump
  Sum for DEMOBILIZATION
  
  No
  compensation if termination occurs before mobilization of vessel.COSTS
  OF VERIFIABLE WORK PERFORMED PRIOR TO DATE OF TERMINATION
  
  PAYABLE  TABLE II - B.2:TERMINATION RATE DURING UTILIZATION PERIOD WITHOUT
CAUSE BY COMPANY OR WITH CAUSE BY CONTRACTOR  Expenses
  associated with termination
  
  Reasonable
  documented direct costs.Day
  Rate for remainder of UTILIZATION PERIOD not taken up
  
  HIRE
  RATE PAYABLE FOR REMAINDER OF 160 DAY MINIMUM UTILIZATION PERIOD, PLUS.  OPERATIONS AND MAINTENANCE RATE PAYABLE
  FOR SAME PERIOD BASED ONLY ON DOCUMENTED COSTS, WITH REDUCTION TO OPERATIONS
  AND MAINTENANCE RATE EQUAL TO SAVINGS REALIZED FROM NOT HAVING TO PERFORM,
  AND REDUCTION TO TOTAL  17 
   COMPENSATION
  ABOVE EQUAL TO  REVENUE RECEIVED FROM
  THIRD PARTIES DURING REMAINDER OF UTILIZATION PERIOD PLUS DEMOBILIZATION
  PERIOD HEREUNDER.Lump
  Sum for DEMOBILIZATION
  
  As
  per Contract.  TABLE II
- B.3TERMINATION BY
COMPANY WITH CAUSE RATE PRIOR TO UTILIZATION PERIOD  Costs
  of verifiable WORK performed prior to date of termination
  
  NO
  COMPENSATION .Expenses
  associated with termination
  
  No
  CompensationLump
  Sum for DEMOBILIZATION
  
  No
  CompensationHIRE
  RATE AND OPERATIONS AND MAINTENANCE FEE
  
  NO
  COMPENSATION  TABLE II
- B.4TERMINATION BY
COMPANY WITH CAUSE RATE DURING UTILIZATION PERIOD  Expenses
  associated with termination
  
  No
  CompensationDay
  Rate for remainder of UTILIZATION PERIOD.
  
  No
  CompensationLump
  Sum for DEMOBILIZATION
  
  No
  CompensationCOSTS
  OF VERIFIABLE WORK PERFORMED PRIOR TO DATE OF TERMINATION
  
  IF
  TERMINATION OCCURS BECAUSE OF FAILURE TO 
  PASS PERFORMANCE TEST, NO COMPENSATION.  IF TERMINATION OCCURS AFTER PERFORMANCE TEST IS PASSED, THEN
  LUMP SUMS PAYABLE PER CONTRACT  18 
    EXHIBIT III  ADMINISTRATION
PROCEDURES  TABLE OF CONTENTS  SECTION 1
  - GENERALSECTION 2
  - ORGANIZATIONSECTION 3
  - CORRESPONDENCE/COMMUNICATION PROCEDURESSECTION 4
  - MEETINGSSECTION 5
  - REPORTINGSECTION 6 - FIELD
  INSTRUCTIONSSECTION 7
  - INVOICINGSECTION 8
  - TRANSPORTATION OF PERSONNELSECTION 9
  - TRANSPORTATION OF EQUIPMENT, MATERIALS AND SUPPLIESSECTION 10 -
  INCIDENT REPORTINGSECTION 11
  - OFFICE FACILITIES AND SERVICES FOR COMPANY AND CONTRACTORSECTION 12
  - DRAWING AND DOCUMENT CONTROLSECTION 13
  - CERTIFICATES  APPENDICES  III - A
  COMPANY ORGANIZATION CHARTSIII - B
  FIELD INSTRUCTION FORMIII - C
  COMPANY DOCUMENTATION REQUIREMENTSIII - D
  COMPLETION CERTIFICATES   1 
   SECTION 1  - GENERAL  1.1This
EXHIBIT of the CONTRACT describes the procedures that shall be used jointly by
COMPANY and CONTRACTOR in administering the CONTRACT. CONTRACTOR shall ensure that
where other joint procedures are required but are not comprehensively set out
in this EXHIBIT, such procedures shall be developed and agreed with COMPANY in
time to carry out the WORK in accordance with the CONTRACT.  1.2CONTRACTORs
own procedures for the performance and completion of the WORK shall be provided
to COMPANY within thirty (30) days after the execution of the CONTRACT.  SECTION 2 
- ORGANIZATION  2.1The
COMPANY REPRESENTATIVE pursuant to Section 4 of the CONTRACT is hereby
designated as follows:  MR. DENG ZHI YUN
WITH COPY TO  MR. REIDAR G.
BREIVIK  2.2The
COMPANY OFFSHORE REPRESENTATIVE pursuant to Section 4 of the CONTRACT will
be designated prior to the beginning of the UTILIZATION PERIOD.  2.3COMPANY
will NOTIFY CONTRACTOR of the names of any other nominated deputies, and their
responsibilities and limitations, from time to time during the course of the
WORK.  2.4The
COMPANY Project Organization charts specifying the job titles and organization
structure for COMPANYs project team for this WORK will be provided to
CONTRACTOR on or before October 1, 2004.  2.5The
CONTRACTOR REPRESENTATIVE pursuant to Section 5 of the CONTRACT is hereby
designated as follows:  MR. PETER WILLIAMS  2.6The
CONTRACTOR OIM pursuant to Section 5 of the CONTRACT will be designated
prior to the beginning of the UTILIZATION PERIOD.  2.7CONTRACTOR
shall submit details of any other nominated deputies, and their
responsibilities and limitations, to COMPANY for ACCEPTANCE from time to time
during the course of the WORK.  2.8The
CONTRACTOR Project Organization chart specifying the job titles and
organization structure for CONTRACTORs project team for this WORK is  2 
   given in EXHIBIT
IV - Contractor Organization and Project Team Key Personnel.  2.9The
addresses of CONTRACTORs and SUBCONTRACTORS engineering design offices and
fabrication facilities are given in EXHIBIT IV - Contractor Organization and
Project Team Key Personnel.  SECTION 3 
- CORRESPONDENCE/COMMUNICATION PROCEDURES  3.1All
official correspondence between COMPANY and CONTRACTOR shall be by letter,
telefax, or E-mail as considered appropriate for the subject matter. Only
properly directed letters and telefaxes shall be considered to have contractual
validity.  3.2For
the purposes of NOTIFICATION between the PARTIES, the following addresses shall
be used:  COMPANY  Mail
  Address:
  CONOCOPHILLIPS CHINA INC.
  13/F, FINANCE CENTER
  TAI ZI  ROAD
  PO BOX  166
  SHEKOU, SHENZHEN, PR China   518067Telephone
  No.:
  86-755-2669-1786Telefax
  No.:
  86-755-2667-7820  CONTRACTOR  Mail
  Address:
  LUFENG DEVELOPMENT COMPANY
  C/O BLUEWATER ENERGY SERVICES B.V.
  MARSSTRAAT 33, 2132 HR HOOFDDORP
  PO BOX 3102, 2130KC HOOFDDORP
  THE NETHERLANDSTelephone
  No.:
  31-23-568-2800Telefax
  No.:
  31-23-554-2163  3.3Either
PARTY shall have the right to change their correspondence addresses during the
performance of the WORK by NOTIFYING the other PARTY.  3.4Except
where the CONTRACT specifically states to the contrary all correspondence and
communications under the CONTRACT shall be addressedand directed between the
CONTRACTOR REPRESENTATIVE and the COMPANY REPRESENTATIVE.  3 
   3.5In
the event that for reasons of expediency, an oral instruction or notice is
given by one PARTY to another PARTY, such instruction or notice shall be
confirmed in writing by the issuing PARTY within 24 hours. Until such
confirmation is issued, the instructions and/or notifications shall not be
considered binding.  3.6CONTRACTOR
shall maintain a chronological register of all incoming and outgoing
correspondence received or sent out in connection with the WORK by CONTRACTOR.
CONTRACTOR shall make this register available to COMPANY on request.  SECTION 4  - MEETINGS  4.1Meetings
shall be held for discussing technical subjects and resolving such problems as
may arise in the execution of the WORK, as and when requested by COMPANY or
CONTRACTOR.  4.2Progress
meetings shall also be held between the CONTRACTOR REPRESENTATIVE and the
COMPANY REPRESENTATIVE. The last of these scheduled meetings each month shall
take the form of a formal monthly progress reporting meeting, attended by
senior representatives of CONTRACTOR and COMPANY.  4.3Either
PARTY shall have the right to call additional meetings when considered
necessary by giving the other PARTY reasonable notice of such requirement.  4.4For
each meeting, both CONTRACTOR and COMPANY shall make available relevant
personnel for the subject under discussion. Meetings shall be chaired by
COMPANY or CONTRACTOR as is appropriate.  4.5All
meetings held throughout the performance of the CONTRACT shall be minuted by
CONTRACTOR, unless otherwise instructed by COMPANY. Minutes shall be signed by
each party attending, including any third party attendees, acknowledging that
the minutes are a true record of the meeting. One signed copy of the minutes of
each meeting shall be retained by each party. Matters requiring urgent
attention and/or resolution and agreement between COMPANY and CONTRACTOR shall
be confirmed by transmittal of the appropriate parts by telefax.  4.6When
resolution of issues is not possible within the meeting, or where the matter
requires some action on the part of CONTRACTOR or COMPANY, then this shall be indicated
in the minutes, and CONTRACTOR or COMPANY shall subsequently respond in writing
providing the necessary information and/or confirming the course of action, as
appropriate.  4.7At
the end of each month, CONTRACTOR shall submit to COMPANY a list of all
meetings concerning the WORK which were held during the previous month and
which CONTRACTOR intends to hold internally or with third parties during the
following month. This list shall be included in the monthly  4 
   progress report as
defined in Sections 5.3 and 5.4 below. COMPANY shall inform CONTRACTOR which
meetings COMPANY requires to attend in whole or in part. Minutes of all
meetings held by CONTRACTOR with third parties shall be available to COMPANY on
request.  SECTION 5  - REPORTING  5.1This
Section outlines the intent of reporting to be implemented by CONTRACTOR.
The actual format and system of reporting may be modified with COMPANY
agreement should the CONTRACTORs administration procedures support an
alternative, but similar, reporting system.  Monthly
Progress Report  5.2CONTRACTOR
shall prepare and produce at the end of each month a progress report on the
status of the WORK. The report shall contain details of progress and activities
up to and including the end of the month. The report shall be issued to the
COMPANY REPRESENTATIVE within seven days after the end of each month.  5.3From
the EFFECTIVE DATE OF the CONTRACT until satisfactory completion of the
PERFORMANCE TEST this monthly progress report shall contain the following
sections:  Technical  A narrative
section describing the overall status of each phase of the WORK,  and describing the WORK achieved during the
month, and detailing the WORK planned for the following two months.  Subcontracts A status report of
subcontracting activities.  Procurement A status report of
procurement activities, including orders placed, deliveries received, and
problem areas.  Cost and Planning A narrative
section reporting on any actual or foreseen deviations from the PROJECT
PLAN. Monthly updated PROJECT CONTROL PLAN as defined in the contract.  Meetings The monthly
meeting list as defined in Section 4.8.  Areas of Concern Any items relating
to the progress or performance of the WORK and steps being taken to address
these issues.  5 
   Safety Tabulation and
narrative section on safety performance and safety plan implementation.  Incident Reporting Number
of man-days expended by CONTRACTOR and SUBCONTRACTORS during month. Cumulative
total of lost time incidents, expressed as a percentage of cumulative total of
CONTRACTOR and SUBCONTRACTORS man-days from start of EXECUTION till end of
month. Incident
register, as defined in Section 10.6.  COMPANY Interface Narrative
addressing any outstanding information, materials or equipment required from
COMPANY under the CONTRACT.  5.4Following
commencement of UTILIZATION, each monthly progress report shall contain the
following sections:  FPSO SYSTEM Operational
status of all marine and process facilities. Environmental
status report covering quantity and quality of emissions from all systems. Fuel
and consumables usage report: Diesel
oil Fuel
oil Lube
oil Potable
water Chemicals Others  Production Production
capability (% of forecasted values) for WELL FLUIDS, PRODUCED OIL, gas and
water during the past month. Actual
production figure for past month, and cumulative total from commencement of
UTILIZATION PERIOD to date. Exported
oil figure for past month; and cumulative total from commencement of
UTILIZATION PERIOD to date. Export
tanker movements during the past month. Forecast
production figure and production capability for next two months. Provisional
Scheduled Offloading Dates and Parcel Sizes for next  month. Firm
Scheduled Offloading Dates and Parcel Sizes for next month.  Maintenance Maintenance
activities carried out over past month. Repair
activities carried out over past month. Planned
maintenance activities due for past month but not carried out, and reasons for
omission.  6 
   Update
of planned maintenance schedule to allow for late or omitted activities. Forecast
planned maintenance activities for next two months.  Classification and
Certification Class
surveys and tests carried out over past month. Surveys
and tests due for past month but not carried out, and reasons for omission. Update
of Continuous Machinery Survey and Hull Inspection schedule to allow for
late or omitted activities. Forecast
Class surveys and tests for next two months. Status
of Class and Flag State certificates.  Marine Operations Narrative of all
marine operations relating to FPSO SYSTEM, to include but not be limited to: Diver
inspections. Work
carried out by third party contractors. Helicopter
movements and reasons for each movement.  Manning Compiled list of
personnel on board FPSO SYSTEM for each day of past month: Number
and categories of CONTRACTOR CREW and other CONTRACTOR personnel. Number
and categories of COMPANY personnel. Number
and categories of visitors, and reasons for presence on board.  Meetings The monthly
meeting list as defined in Section 4.8.  Area of Concern Narrative
section addressing any areas of concern relating to the ongoing CONTRACT.  Safety Tabulation and
narrative section on safety performance and safety plan implementation.  Incident Reporting Number
of man-days expended by CONTRACTOR and SUBCONTRACTORS during month. Cumulative
total of lost time incidents, expressed as a percentage of cumulative total of
CONTRACTOR and SUBCONTRACTORS man-days from start of the UTILIZATIONPERIOD till
end of month. Incident
register, as defined in Section 10.6.  7 
   COMPANY Interface Narrative
addressing any outstanding information, materials or equipment required from
COMPANY under the CONTRACT.  Daily
Reports  5.5During
the UTILIZATION PERIOD, a daily report shall be issued to COMPANY giving the
pertinent information defined below, covering the 24 hour period ending at
23:59 hours on the day in question. The report shall be issued to COMPANYs
operations center  by facsimile no later
than 07:00  hours on the following day.
The location and facsimile details of COMPANYs operations center are as
follows:  (Information below to be
provided prior to the start of the UTILIZATION PERIOD.)  Name of Responsible Person:
  Actual Address:
  
  MR.  HUANG CHUNLIN
  CONOCOPHILLIPS CHINA INC.
  7/F FINANCE CENTER
  TAI ZI ROAD
  SHEKOU, SHENZHEN, PR CHINA 518067Mail
  Address:
  
  ATTN:  MR. HUANG
  CHUNLIN
  CONOCOPHILLIPS CHINA INC.
  TAI ZI ROAD
  PO BOX 166
  SHEKOU, SHENZHEN, PR CHINA 518067Telephone
  No.:
  
  86-755-2669-1786 
  EXT. 2702Telefax
  No.:
  
  86-755-2667-2865  The daily report
shall cover the following:  Personnel
on board: CREW, CONTRACTORs personnel, COMPANY personnel, visitors. Recap
of previous days forecast production figures. Actual
production figures. Forecast
production figures for next day. Export
tanker offloading operation and offloading parcel achieved (if any). Supply
boat movement and activities list (if any). Helicopter  movement and activities list (if any). Forecast
export tanker arrival time and offloading parcel for next day (if any). Forecast
supply boat movement and activities list for next day (if any). Forecast
helicopter movement and activities list for next day (if any). FPSO
VESSEL draughts. FPSO
cargo and slop tank ullages. FPSO
ballast tank soundings. Fuel
and lube oil tank ullages. Potable
water tank soundings. Fuels,
oils, chemicals, water, stores, loaded and/or discharged.  8 
   Description
of wind, wave and current conditions. Narrative
description of any equipment problems on the FPSO SYSTEM and the FIELD
FACILITIES  and planned remedial action.  SECTION 6 
- FIELD INSTRUCTIONS  6.1COMPANY
OFFSHROE REPRESENTATIVE will use a COMPANY Field Instruction Form for the
issuance of all instructions to CONTRACTOR.  6.3Both
COMPANY and CONTRACTOR shall maintain a Field Instruction register.  6.4The
format of the Field Instruction Form is contained herein as Appendix III - B.  SECTION 7  - INVOICING  7.1CONTRACTORs
invoices shall be prepared in accordance with this Section, at the times and
for the amounts as set out in EXHIBIT II - Schedule of
Compensation.  CONTRACTORs monthly
invoices shall be submitted at least 15 days prior to due date of invoice to
allow COMPANY sufficient time to process invoice for payment by the due date.  7.2CONTRACTORs
lump sum invoices shall be submitted within thirty (30) days of receipt by
CONTRACTOR of COMPANYs certification that lump sum work has been
satisfactorily completed.  7.3CONTRACTOR
shall invoice separately for monthly and lump sum amounts.  7.4CONTRACTOR
shall submit its invoices in accordance with its normal practice. However,
CONTRACTOR shall ensure that the following information is clearly stated at the
head of each invoice:  (a)Correct
COMPANY name. (b)Correct
COMPANY invoicing address, as detailed in Section 7.7 below; (b)Correct
COMPANY responsible person, as detailed in Section 7.7 below; (c)Contract
Number; (d)Contract
Title; (e)One
of the following as applicable: For
monthly invoices, the dates of the period being invoiced for; and separate line
items for the following costs: PAYMENTS
DURING THE UTILIZATION PERIOD PRIOR TO ISSUANCE OF PERFORMANCE CERTIFICATE PAYMENTS
DURING THE UTILIZATION PERIOD AFTER ISSUANCE OF PERFORMANCE CERTIFICATE Downtime; Reduced
Utilization; Suspension;  9 
   Termination; Force
Majeure  For
lump sum work, a description of the work applicable, dates work was carried
out;  (f)The
total value of the invoice.  7.5Detailed
information supporting the amounts invoiced shall be submitted with each
invoice. This information shall be sufficient to allow COMPANY to verify that
the amount invoiced is true and correct, by using this supporting documentation
only. Invoices for lump sums shall be supported by the appropriate completion
certificate issued and signed by the COMPANY REPRESENTATIVE. Invoices involving
remuneration for hours shall be supported by timesheets countersigned by the
COMPANY REPRESENTATIVE or COMPANY OFFSHORE REPRESENTATIVE as appropriate.  7.6The
CONTRACTORs representative responsible for the preparation and issuing of
invoices under the CONTRACT is nominated below:  Name:
  
  THOMAS THEKKELPosition
  
  COST CONTROLLERMail
  Address:
  
  LUFENG DEVELOPMENT COMPANY
  C/O BLUEWATER ENERGY SERVICES B.V.
  MARSSTRAAT 33, 2132 HR HOOFDDORP
  PO BOX 3102, 2130 KC HOOFDDORP
  THE NETHERLANDSTelephone
  No.:
  
  +31 23 5682978Telefax
  No.:
  
  +31 23 554 2111:::  7.7The
COMPANY representative responsible for the receipt of, and payment against,
invoices under the CONTRACT is nominated below:  Name:
  
  COPC SHEKOU ACCOUNTS PAYABLE GROUPPosition:
  
  FINANCE DEPARTMENT MANAGERMail
  Address:
  
  9/F, FINANCE CENTER
  TAI ZI ROAD
  PO BOX 166
  SHEKOU, SHENZHEN, PR CHINA  518067Telephone
  No.:
  
  86-755-2669-1786Telefax
  No.:
  
  86-755-2667-0924 
  (Finance Dept)  7.8Invoices
shall be submitted in one original to the COMPANY responsible person defined in
Section 7.7 above; with one full copy (invoice plus supporting
documentation) to the COMPANY REPRESENTATIVE.  10 
   7.9COMPANY
shall pay the amount invoiced by the last working day of the month following
the month in which services were rendered, or if there are disputed items in an
invoice, COMPANY will withhold payment of the entire invoice. COMPANY will
NOTIFY CONTRACTOR of any disputed amounts as soon as practical.  7.10Upon
resolution of disputed items, CONTRACTOR shall issue a credit memo for the
original disputed invoices and issue a new invoice for the resolved amount.
COMPANY shall pay the resolved amount invoiced within thirty (30) days of the
date of receipt of the new invoice.  7.11The
details of CONTRACTORs bank account is nominated as follows:  Name
  of Bank:
  
  JP
  MORGAN CHASE BANKBranch:
  
  NEW
  YORKAddress:
  
  270
  Park Avenue, New York NY 100017, USASWIFT
  (1st bank):
  
  CHASUS33  (MT202)In
  the Name of:
  
  ING
  BANK NV AMSTERDAMAddress:
  
  Bijlmerplein
  888, 1102 MG Amsterdam, The NetherlandsSWIFT
  (2nd bank):
  
  INGBNL2A
  (MT100)A/C
  No:
  
  001-1-643293
  (USD)Special
  Instructions:
  
  FOR
  FURTHER CREDIT TO:A/C
  Name:
  
  A/C
  Name:  LUFENG DEVELOPMENT COMPANYA/C
  No No:  020282370 (USD)  7.12CONTRACTOR
understands and accepts that failure to comply completely with the requirements
of this Section may delay payment of CONTRACTORs invoices.  SECTION 8 
- TRANSPORTATION OF PERSONNEL  8.1CONTRACTOR
shall provide transportation for all its personnel transported to, and returned
from, the COMPANYS helicopter base (Xili Heliport).  8.2The
crew change operational schedule allowed under this CONTRACT is hereby
nominated as follows:  (a)One (1)
helicopter flight per week, each comprising a maximum capacity of 18 persons.  (b)Crew
rotations of 12 persons per flight.  (c)All
flights shall depart from/arrive at COMPANYS helicopter base, located in Xili,
Shenzhen, P. R. China.  8.3The
above crew change operational schedule shall apply for the full period of
the UTILIZATION PERIOD.  11 
   8.4Prior
to commencement of the UTILIZATION PERIOD, CONTRACTOR shall advise COMPANY of
the nominated crew change day(s) to apply throughout the duration of the
UTILIZATION PERIOD. CONTRACTOR shall not alter the nominated crew change day(s)
unless agreed by COMPANY.  8.5Prior
to commencement of the UTILIZATION PERIOD, CONTRACTOR shall advise COMPANY of
the nominated check-in times for each crew change. CONTRACTOR shall ensure that
COMPANY is advised of any schedule changes to the nominated check-in
times, a minimum of two (2) weeks prior to the date of change.  8.6CONTRACTOR
shall be fully responsible for coordinating crew change operations for each
individual CREW  member and/or
CONTRACTORs Visitors nominated to go to or from the FPSO SYSTEM.  8.7Prior
to commencement of UTILIZATION, COMPANY will mutually agree with CONTRACTOR the
changeover days for its own Offshore Team permanently assigned to the FPSO
SYSTEM.  8.8From
time to time during UTILIZATION, COMPANY will require that a number of
COMPANYs Visitors be transported to and/or from the FPSO SYSTEM. COMPANY will
mutually agree with CONTRACTOR the number of visitors and a suitable time-scale
on a case-by-case basis, and will NOTIFY CONTRACTOR at least two (2) days in
advance of its transport requirements to and/or from the FPSO SYSTEM, including
details of the persons names and companies.  8.9For
the purpose of this Section, 
CONTRACTORs Visitor shall mean any person employed by, or contracted
by, or requested by CONTRACTOR to be present on the FPSO SYSTEM who is not part
of its normal CREW. Offshore Team shall mean the three (3)-person team
permanently assigned by COMPANY to the FPSO SYSTEM (inclusive of the relief
team). COMPANYs Visitor shall mean any person employed by, or contracted by,
or requested by COMPANY to be present on the FPSO SYSTEM who is not part of the
Offshore Team.  8.10CONTRACTOR
shall be fully liable for all transportation arrangements and costs for its
CREW and visitors to and from the helicopter base.  8.11COMPANY
shall be fully liable for all shore transportation arrangements and costs for
its offshore team and its visitors to and from the helicopter base.  SECTION 9 
- TRANSPORTATION OF EQUIPMENT  9.1During
the UTILIZATION PERIOD, COMPANY shall provide transportation for all Equipment
to be transported to, and returned from, the FPSO SYSTEM. The method of
transportation (helicopter, supply vessel, bunker barge, etc.) shall be at
COMPANYS discretion depending upon the nature, size and weight of such
Equipment.  12 
   9.2All
helicopter flights shall depart from/arrive at COMPANYS helicopter base,
located at Xili, Shenzhen, P. R. China.  9.3All
marine vessels shall depart from/arrive at COMPANYS shore supply base, located
at Chiwan, Shekou, P. R. China unless required otherwise to suit a particular
cargo.  9.4CONTRACTOR
shall be fully responsible for providing its shipments in a manner suitable for
offshore packaging, containerizing, transporting and handling.  9.5From
time to time during the UTILIZATION PERIOD, COMPANY may require that some items
of Equipment be transported to and/or from the FPSO SYSTEM and/or Wellhead
Platform. COMPANY will mutually agree with CONTRACTOR the transportation
requirements on a case-by-case basis. As soon as practical, COMPANY will advise
CONTRACTOR of each required shipment of equipment and/or materials and/or
supplies requiring offshore transportation, giving details of the nature of the
items (weights, dimensions, hazardous/non-hazardous, special shipping
requirements, special handling and lifting requirements, and any other
pertinent information), the actual date that each item is required at the
OFFSHORE SITE, and its specific delivery point (FPSO MOORING, FPSO VESSEL,
and/or other).  9.6CONTRACTOR
shall be fully liable for all shore transportation arrangements and costs for
its shipments to and from the helicopter base, and/or to and from the shore
supply base.  9.7COMPANY
shall be fully liable for on shore transportation arrangements and costs for its
shipments to and from the helicopter base, and/or to and from the shore supply
base.  SECTION 10 
- INCIDENT REPORTING  10.1CONTRACTOR
shall be responsible for monitoring and reporting all incidents occurring over
the performance of the WORK. Such incidents shall include but not be limited
to:  (a)personal
injury to any employee of COMPANY, CONTRACTOR, SUBCONTRACTOR, visitor or any
third party;  (b)loss of, or
damage to, or theft of, the WORK or materials, supplies, equipment supplied by
either COMPANY or CONTRACTOR for incorporation into the WORK;  (c)loss of,
or damage to, or theft of, any third party equipment or plant;  (d)any
incident that results in a fire, and/or leakage of hazardous or toxic
materials;  (e)any near
miss situation which might have resulted in personal injury to any employee of
COMPANY, CONTRACTOR, SUBCONTRACTOR, visitor or any third party.  10.2In the
event of any such incident, CONTRACTOR shall immediately NOTIFY the COMPANY
REPRESENTATIVE or in the event of an incident at the 13 
   OFFSHORE SITE the
COMPANY OFFSHORE REPRESENTATIVE, and complete an Incident Report Form.  10.3The
Incident Report Form shall provide the following information:  (a)Date
of incident (b)Location
of incident (c)Class
of incident (lost time, non-lost time, injurious, non-injurious, fatal, theft,
loss, other) (d)Description
of incident (e)Names
and companies of personnel involved (f)Details
of equipment or plant involved (g)Assessment
of cause of incident (h)Consequences
of incident (i)Remedial
action taken to prevent similar incidents occurring  10.4CONTRACTOR
shall also be fully responsible for compliance with all applicable national
regulations and acts at any WORK SITE at which WORK is being performed
regarding incident reporting to local and/or national authorities.  10.5CONTRACTOR
shall also be fully responsible for notifying all insurers in compliance with
the terms and conditions of the applicable insurance policies.  10.6CONTRACTOR
shall maintain a register of all incidents, listing the date and class of each
incident, and cross-referencing the applicable Incident Report Form. This
register shall be included in each monthly report, as defined in Sections 5.3.
and 5.4 above.  SECTION 11 
- OFFICE FACILITIES AND SERVICES FOR COMPANY AND CONTRACTOR  Office Facilities at
COMPANYs Shore Office  11.1Company
shall provide a dedicated and lockable office area for Contractors Rep.,
within Companys shore office. Subject to the provisions of Section 11.12
below, the office area shall comprise as a minimum:  (a)One
single occupancy office, with desk and computer table return, minimum 3 chairs,
two 4 drawer filing cabinets, bookcase; and (b)Telephone
lines with international telephone access; and (c)One
direct facsimile line with international access; and (d)Availability
of refreshment and toilet facilities; and (d)Cleaning
of Contractors office areas on a daily basis.  11.2CONTRACTOR
shall be responsible for its own personnel onshore transportation to/from
COMPANYS onshore office.  Office
Facilities and Accommodation on FPSO VESSEL  11.3CONTRACTOR
shall provide the following on the FPSO VESSEL for use by COMPANY:  14 
   (a)Three
single berth cabins with dedicated shower/toilet spaces, all outfitted as per
the normal standards on the FPSO VESSEL; and  (b)One
double occupancy office, each with two desks and computer table returns,
minimum 6 chairs, reference table, four 5 drawer filing cabinets, two large
bookcases; and  (c)Use
of FPSO VESSEL conference room, as and when required; and  (d )Direct
facsimile line into single occupancy office with international access; and  (e)One
direct telephone line into single occupancy office with international access;  (f)Provision
of normal office supplies and consumables such as pencils, pens, paper clips,
erasers, staples etc., as requested by COMPANY from time to time.  11.4CONTRACTOR
shall furnish the COMPANY spaces on board the FPSO VESSEL with the following
equipment:  (a)Extension
telephones on each office desk and in each cabin linked to FPSO VESSELs
internal telephone system, with international telephone access; and (b)Telephone
extension set in single occupancy office linked to direct line; and (c)Color
television, satellite feed and VHS video machine in each cabin; and (d)One
plain paper telefax machine; and (e)One
photocopier.  All of the above
shall be totally dedicated for COMPANYs use only.  11.5CONTRACTOR
shall provide the following services on board the FPSO VESSEL for three
permanently assigned COMPANY personnel:  (a)Meals
as per number and standards provided for CONTRACTORs senior staff and
Officers; and (b)Daily
cleaning and steward service for cabins and offices; and (c)Provision
of overalls and towels, inclusive of laundering on a daily basis; and (d)Provision
of personal safety equipment, to include but not be limited to safety boots,
safety glasses, hard hats, safety harnesses, earplugs, gloves; and (e)Daily  laundry of personal effects; and (f)Use
of FPSO VESSELs recreation facilities.  11.6Medical
treatment shall be available to COMPANY personnel in the FPSO clinic.  15 
   General Considerations
Relating to FPSO SYSTEM Offices and Accommodation  11.7All of
the services and provisions detailed in Sections 11.3 to 11.6 shall be deemed
to be included in the CONTRACT PRICE.  SECTION 12 
- DRAWING AND DOCUMENT CONTROL  12.1This
Section shall be deemed to be applicable to all documents produced by
CONTRACTOR and by all SUBCONTRACTORS.  12.2For the
purpose of this Section, Document shall mean report, procedure,
specification, or any other written piece of work assigned a contractual status
and reference number. Document shall not refer to letters or facsimiles
unless these are attached within the body of a Document.  12.3All
drawings and documents shall be in English.  Drawing
Formats  12.4All
reproducible drawings shall be legible 
and produced from the original.  12.5Drawings
may be drawn using computer aided design or by hand at CONTRACTORs option.  12.6All
dimensions shall normally be shown in metric units, unless referring to
equipment and fittings normally dimensioned in imperial units. In the latter
case, dimensions are to be shown as imperial, with the metric equivalent
dimensions appended adjacently in brackets.  12.7All
views on each drawing shall clearly indicate the scale to which that view is
drawn. If the view is not to scale it shall be clearly labeled N.T.S.  12.8Cutting
planes for all sectional views shall be clearly indicated, and shall be given
reference letters that cross refer to the actual sectional view. If the
sectional view is on a separate sheet of the same drawing, the reference letter
shall refer to the sheet number also.  12.9Where
individual drawings consist of multiple sheets, each sheet shall be clearly
labeled Sheet ___ of ____.  12.10All drawings
shall be assigned revision letters or numbers in accordance with CONTRACTORs
normal practice. Drawings with multiple sheets shall be considered as one
drawing. The same revision number/letter shall be assigned to all sheets of a
drawing, of a particular revision. Modification and reissue of individual
sheets of a drawing is prohibited.  12.11All changes
from one revision to the next shall be indicated by clouding around the
alteration(s) and identifying the alteration by a triangle containing  16 
   the revision
number. Prior revision clouds and triangles shall be removed each time the
drawing is updated.  12.12A revision
status box shall be included on each drawing giving a description of the
changes for each revision. The description shall be self-explanatory.  Non-specific descriptions such as updated
are not acceptable, and shall be considered grounds for COMPANY to reject the
drawing.  12.13Drawings of
vendor supplied equipment that is a standard stock item shall comply with the
normal standards of the manufacturer of that equipment.  12.14Drawings of
CONTRACTOR supplied equipment engineered especially for the WORK shall comply
with the requirements defined in Sections 12.3 to 12.11 above.  Document
Formats  12.15All documents
shall be referenced with unique document reference numbers. These document
reference numbers shall be used in all transmittals for the documents and in
any references to the document made on other documents.  12.16All documents
shall be assigned revision letters or numbers in accordance with CONTRACTORs
standard ISO 9001 procedures. Revisions shall be clearly defined on a revision
sheet near the front of the document, by giving a brief description of the
revisions made for each revision number and the pages affected. The description
shall be self-explanatory. Non-specific descriptions such as updated are not
acceptable, and shall be considered grounds for COMPANY to reject the document.
The actual revisions shall be indicated on the affected pages by vertical bars
in the margin against the paragraphs revised.  12.17As and when
documents are updated at a later date, the bars shall be removed.  Document Control  12.18As part of
its Approved PROJECT Schedule (Attached to this CONTRACT as EXHIBIT I -
Project Schedule), CONTRACTOR shall include a register of all documents
proposed to be prepared during the WORK. This register shall record the
following:  (a)Title; (b)Reference
number; (c)Type
of document (drawing, specification, report, procedure, procurement document,
other); (d)Issue
status (issued, accepted by COMPANY, not accepted by COMPANY, other); (e)Planned
issue date; (f)Actual
issue date; (g)COMPANY
response requirement (issued to COMPANY for information, for review, for
acceptance).  17 
   12.19This register
shall be developed from COMPANYs documentation requirements list given herein
in Appendix III - C.  12.20This Document
Register shall be updated at the end of each month to reflect current issue
status and revision number of each document, and also any additions and/or
deletions of proposed documents. The updated register shall be included in each
monthly progress report, as defined in Sections 5.3 and 5.4 above.  12.21All reports,
drawings, and other documents transmitted between CONTRACTOR and COMPANY shall
be sent under cover of a Transmittal Note. The recipient shall date and sign
the Transmittal Note to confirm receipt and return one copy of the Transmittal
Note to the sender.  12.22Transmittals
from CONTRACTOR to COMPANY shall be formatted as follows:  From:
  
  ContractorTo:
  
  COPC
  Xijiang OperationsAttn:
  
  COMPANY
  REPRESENTATIVEContract
  No:Contract
  Title:
  
  XIJIANG
  OIL FIELD  FPSO TEMPORARY LEASERef.
  No.:  Type of Doc.
  
  Doc. Ref. No.
  
  Rev.
  No.
  
  No. of
  Copies
  
  Title  The reference
number shall be Contract # /chronological number. Chronological numbers shall
be sequential by date order.  The type of
document shall be a code letter as follows: D for drawing; S for specification;
R for report; P for procedures, and PR for procurement documents. Other
code letters shall be assigned by mutual agreement between COMPANY and
CONTRACTOR if required.  12.23Transmittals
from COMPANY to CONTRACTOR shall be formatted in a similar way, except that the
reference number shall be Contract # /chronological number. Chronological
numbers shall be sequential by date order.  Purpose
Indication of Document Issues  12.24Drawings and
documents, including those furnished by vendors, to be submitted by CONTRACTOR
to COMPANY, shall be clearly marked or stamped with one of the following
indications:  18 
   FOR
  ACCEPTANCE
  
  These
  are documents which require acceptance by COMPANY.FOR
  REVIEW
  
  These
  are documents which do not require acceptance by COMPANY, but are issued to
  allow COMPANY to comment on the content of the documents. CONTRACTOR shall
  take due note of COMPANY comments, but CONTRACTOR shall not be contractually
  obliged to act upon such comments. However, CONTRACTOR shall assume full
  liability for any adverse consequences arising due to disregarding such
  comments.FOR
  INFORMATION
  
  These
  are documents which are produced by the CONTRACTOR or any SUBCONTRACTOR or
  any vendor in connection with this WORK which are issued basically for
  technical information only.  Submittal
of Documents FOR ACCEPTANCE  12.25Documents
shall be submitted in the following quantities:  Fabrication
  drawings -
  
  Three
  (3) full size paper prints, plus two (2) A4 (or metric equivalent) reductionsWritten
  documents -
  
  Two
  (2) A4 size (or metric equivalent) reports, plus drawings folded as necessary
  to fit letter size (or metric equivalent) format.  12.26COMPANY will
return one copy of each submitted document to CONTRACTOR within  two ( 2) weeks of receipt of the document,
stamped to show the status of the document, in accordance with the following:  a)  ACCEPTED -
  
  accepted
  without commentsb)  ACCEPTED AS NOTED -
  
  accepted
  subject to incorporation of marked-up commentsc)  NOT ACCEPTED -
  
  in
  the case of major errors and/or deficiencies  12.27CONTRACTOR
shall not proceed with related work until such document has been Accepted or
Accepted as Noted. Documents returned to CONTRACTOR as Not Accepted shall
be revised and reissued to COMPANY for acceptance no later than  two ( 2 ) weeks after return.  12.28In cases
where documents issued for COMPANY acceptance are returned as Not Accepted
because significant modifications/revisions are required, or where documents
are previously Accepted by COMPANY but are subsequently altered, then these
shall be re-issued to COMPANY for Acceptance.  19 
   Submittal
of Documents FOR REVIEW  12.29Documents
shall be submitted in the quantities defined in Section 12.25  above.  12.30COMPANY will
return one copy of each submitted document to CONTRACTOR within  two ( 2) weeks of receipt of the document,
marked up with any comments that COMPANY deems appropriate.  Submittal
of Documents FOR INFORMATION  12.31Documents
shall be submitted in the quantities defined in Section 12.25  above.  12.32COMPANY will
not return any such submitted document unless COMPANY deems that comments are
required.  Documents
to be submitted to Third Parties/Authorities  12.33CONTRACTOR is
responsible for obtaining all necessary approvals from the Classification
Society and/or other regulatory bodies concerned, as required for the WORK and
as defined in EXHIBIT X - Scope of Work.  12.34In this
respect, CONTRACTOR shall submit to COMPANY For Review, copies of all
documents submitted, or resubmitted, to Classification Society and/or other
regulatory bodies, copies of all notices of approval from the Classification
Society and/or other regulatory bodies, and copies of all correspondence to and
from the Classification Society and/or other regulatory bodies relating to
safety, operability and maintainability.  Document
History  12.35Superseded
documents shall be withdrawn from circulation and use. However, copies of all
superseded documents shall be maintained in storage, with associated comment
letters from COMPANY, Classification Society and/or other bodies involved in
reviewing and approving documents. This file storage shall be maintained until
one (1) year after DEMOBILIZATION, and shall be available upon request to
COMPANY.  SECTION 13 
- CERTIFICATES  13.1Satisfactory
completion of all key activities relating to CONTRACT DATES will be confirmed
by the issue of completion certificates by COMPANY. The following certificates
will be issued:  (i)PERFORMANCE
CERTIFICATE (ii)DEMOBILIZATION
CERTIFICATE  20 
   13.2The
format of each certificate is contained herein as Appendix III - D. Each
certificate defines the criteria upon which satisfactory completion of the work
associated with that certificate will be assessed.  13.3When
CONTRACTOR considers that the work related to each certificate is complete,
CONTRACTOR shall NOTIFY COMPANY accordingly, and shall issue to COMPANY all
documentation required to be  Reviewed
and/or Accepted as part of the certification. Where final inspections are
required as part of the certification, CONTRACTOR shall schedule such
inspections at a time mutually agreed by COMPANY and CONTRACTOR.  13.4Upon
review and/or acceptance of the documentation, and upon completion of the final
inspections, COMPANY may at its sole discretion allow completion of certain
activities that have minor deficiencies or omissions. In these cases, the
outstanding obligations will be listed on the certificate, detailing the
outstanding work required and defining the time scale within which this
outstanding work must be completed. If necessary, attachment sheets will be
used to define the outstanding work in sufficient detail. In these cases, the
attachment sheets will be explicitly headed with the title of the certificate
and numbered, and will be considered to be part of the certificate.  13.5Depending
on the nature of the work applicable to each certificate, COMPANY may Review
and/or Accept documentation, and carry out inspections, progressively. This
shall be at the mutual agreement of COMPANY and CONTRACTOR.  13.6Where
certificates are related to a  lump sum
payment, COMPANY will sign off the certificate confirming that the payment is
authorized to be made. CONTRACTOR shall attach this signed certificate to the
relevant invoice as part of the required documentation, as defined in
Section 7.5 above.  21 
   APPENDIX
III - A  COMPANY ORGANIZATION CHARTS  TO BE PROVIDED ON
OR BEFORE OCTOBER 1, 2004  22 
   APPENDIX
III - B  FIELD INSTRUCTION FORM  23 
   TO:  COPC Xijiang Oil Field FPSO
Temporary Lease  FIELD INSTRUCTION  SUBJECT:
  
  
  No. FI/PPCO/INITIATED BY:
  
  
  DATE:AUTHORIZED BY:REFERENCE:DESCRIPTION:DISTRIBUTION:  24 
   APPENDIX
III - C  COMPANY DOCUMENTATION REQUIREMENTS  25 
   APPENDIX III - C: COMPANY
DOCUMENTATION REQUIREMENTS  The following lists are
presented herein to give CONTRACTOR an indication of COMPANYs requirements
with respect to Review and Acceptance of CONTRACTORs and SUBCONTRACTORS
documentation.  These lists shall not be
considered to be final, or limiting. COMPANY reserves the right to require a
greater involvement in document Review and Acceptance, or in some cases a
lesser involvement, once the actual and detailed Document Register is prepared
and issued. COMPANY will NOTIFY CONTRACTOR of its actual Review and Acceptance
requirements, by annotation and return of the Document Register.  C.1PROJECT
CONTROL DOCUMENTS  (a)For
Acceptance by COMPANY PROJECT
CONTROL PLAN Resumes
of KEY PERSONNEL CONTRACTORs
Project Quality Manual SUBCONTRACTORS
Quality Manuals Project
Quality Plans (CONTRACTORs and SUBCONTRACTORS) CONTRACTORS
Safety Management Plan CONTRACTORs
Health, Environment and Safety Philosophy Statement  (b)For
Review by COMPANY Unpriced
contract and specifications packages for all engineering SUBCONTRACTORS Unpriced
contract and specifications packages for all fabrication and construction
SUBCONTRACTORS Unpriced
contract and specifications packages for all marine SUBCONTRACTORS Project
Organization Charts (CONTRACTORs and SUBCONTRACTORS)  (c)For
Information Document
Register Monthly
Progress Report  C.2ENGINEERING
DESIGN DOCUMENTS  (a)For
Acceptance by COMPANY Safety
Plan Escape
Route Plan Hazardous
Area Plan  (b)For
Review by COMPANY  26 
   Electrical
one-line diagrams Piping
layout drawings for new EQUIPMENT and for modifications to existing EQUIPMENT Installation
arrangement drawings for new EQUIPMENT and where existing EQUIPMENT is
relocated Design
verification calculations for BTM Buoy Outrigger Arm and riser spools Design
drawings and as-built drawings for Buoy Outrigger Arm and Risers Structural
drawings and calculations for new Riser Outrigger Arm and Fluid Swivel assembly  (c)For
Information All
other drawings and calculations produced for existing systems and/or structure
which are subject to modification All
original As-Built drawings and calculations  C.3PROCUREMENT
DOCUMENTS  (a)For
Acceptance by COMPANY Specifications
for all new EQUIPMENT Test
and inspection requirements/procedures for all new EQUIPMENT Proposed
supplier and/or vendor for each item of new EQUIPMENT  (b)For
Review by COMPANY Purchase
Orders for all new EQUIPMENT Unpriced
bid evaluations of quotes/proposals received for all new EQUIPMENT  (c)For
Information Delivery
schedule and tracking records for all new EQUIPMENT Results
of Factory Acceptance Tests and other tests/inspections carried out in
suppliers and/or vendors premises Third
party certificates and release certificates for each item of new EQUIPMENT Vendor
Data  Dossiers  C.4FABRICATION/CONSTRUCTION
DOCUMENTS  (a)For
Acceptance by COMPANY Test
and Inspection Procedures MECHANICAL
COMPLETION and COMMISSIONING Procedures for all systems Test,
Inspection and NDE Reports  27 
   MECHANICAL
COMPLETION  Dossiers COMMISSIONING  Dossiers  (b)For
Review by COMPANY Conversion/upgrade
procedures to be carried out before delivery of FPSO to site Structural,
electrical and piping shop drawings Welding
Procedure Specifications and Procedure Qualification Records (Piping and
Structural) Welder
Qualifications for FPSO Outrigger Arm steelwork NDE
Procedures and acceptance/rejection criteria (Visual, RT, UT, PT, MPI, other) NDE
Operator Qualifications General
structural specifications in respect of new Outrigger Arm and FPSO equipment
(to include but not be limited to: materials selection and certification,
welding, prefabrication, erection and assembly, correction of fit-up defects,
alignment and tolerances, hydrotesting, load testing, NDE requirements,
traceability, acceptance) General
piping specifications (to include but not be limited to materials selection and
certification, connections, supports, assembly and fit-up, correction of fit-up
defects, alignment and tolerances, bonding and grounding, flushing,
hydrotesting, NDE requirements, traceability, acceptance)  (c)For
Information Any
other fabrication/construction documentation  C.5INSTALLATION
DOCUMENTS  (a)For
Acceptance by COMPANY Contingency
plans (to include but not be limited to: adverse weather; line breakage; tug
breakdown) INSTALLATION
Reports  (b)For
Review by COMPANY Buoy
and Outrigger Arm and Riser installation procedures to include but not be
limited to: surveying for correct location; setting in place) FPSO
VESSEL connection procedures (to include but not be limited to: hook-up to
risers and test of all quick release/disconnect devices ) Test
procedures (to include but not be limited to: pipeline/riser hydrotest; Fluid
Swivel rotation test; ROV site survey to determine riser catenaries and
clearances)  (c)For
Information  28 
   Marine
vessel data sheets Lifting
gear arrangement drawings and lifting gear certificates Any
other INSTALLATION documentation  C.6OFFSHORE
COMMISSIONING DOCUMENTS  (a)For
Acceptance by COMPANY Riser
and new Pipeline pressure test procedure DP
Mooring system rotation test procedure Procedure
for introduction of hydrocarbons into FPSO SYSTEM Oil
spill response trial procedure PERFORMANCE
TEST procedures COMPANY
interface procedure PERFORMANCE
TEST reports  (b)For
Review by COMPANY Any
other Offshore COMMISSIONING procedures  (c)For
Information Any
other Offshore COMMISSIONING related documentation  C.7OPERATIONS
DOCUMENTS  (a)For
Acceptance by COMPANY FPSO
SYSTEM Operations Manual Offshore
Health and Safety Manual Terminal
Operations Booklet Logistics
Manual Planned
Maintenance and Repair Manual Contingency
plans (to include but not be limited to: adverse weather; black-out; CREW
illness or accident) Permit
to Work procedures Emergency
Response Plan SOPEP
(Shipboard Oil Pollution Emergency Plan) DEMOBILIZATION  procedures and schedule  (b)For
Review by COMPANY Helicopter
Operations Manual Marine
Operations Manual Materials
handling and storage procedures  (c)For
Information Personnel
management procedures Any
other operations documentation  29 
   APPENDIX
III - D  COMPLETION CERTIFICATES  PERFORMANCE CERTIFICATE
DEMOBILIZATION CERTIFICATE  30 
   COPC XIJIANG OIL FIELD - FPSO
TEMPORARY LEASE
COMPLETION CERTIFICATE  PERFORMANCE
CERTIFICATE  (Reference Exhibit VIII
  - Quality Assurance, Quality Control, Test and Inspection Requirements)
  
  Complete
  
  Outstanding ObligationsProcess Plant Test
  Report AcceptedRiser Pressure Test
  Report AcceptedQuick Disconnect
  Equipment Test Report AcceptedOffloading Equipment
  Test Report AcceptedMarine Systems Tests
  Report AcceptedUtility Systems
  Operations AcceptableMinimum Process Target
  achievedOffloading Performance
  Target achievedReview and Acceptance
  of Third Party and Classification Society CertificatesApproval from Chinese
  National Authority to Start OperationOutstanding
  Obligations:(i)(ii)
  
  Date for Completion:(iii)
  
  Date for Completion:(iv)
  
  Date for Completion:(v)
  
  Date for Completion:Certified Complete:Name:
  
  
  Signature:
  
  
  Date:Certified for Payment:Name:
  
  
  Signature:
  
  
  Date:  31 
   COPC XIJIANG OIL FIELD - FPSO
TEMPORARY LEASE
COMPLETION CERTIFICATE  DEMOBILIZATION
CERTIFICATE  Complete
  
  Outstanding
  ObligationsReview and Acceptance
  of  DEMOBILIZATION DossiersFinal Offloading
  Completed and Report AttachedFPSO VESSEL
  Disconnected and Removed from OFFSHORE SITEBTM Redelivered In
  Fully Operational and Undamaged ConditionROV Site Clearance
  Survey Satisfactorily Completed and Report AttachedMarine Spread ReleasedQuantity of Remaining
  Liquids on FPSO VESSEL Certified by COMPANY and CONTRACTOR as follows:PRODUCED
  OIL:
  m(3)Lube
  Oil:
  m(3)Diesel
  Oil:
  m(3)Potable
  Water:
  m(3)Chemicals  Outstanding
  Obligations:(i)(ii)
  
  Date for Completion:(iii)
  
  Date for Completion:(iv)
  
  Date for Completion:(v)
  
  Date for Completion:Certified Complete:Name:
  
  
  Signature:
  
  
  Date:Certified for Payment:Name:
  
  
  Signature:
  
  
  Date:  32 
   EXHIBIT
IV  CONTRACTOR
ORGANIZATION AND PROJECT
TEAM KEY PERSONNEL  
   Munin Offshore Chart   
    FPSO Munin Conversion for Xijiang
  Field
  Organisation Chart No. 1 - Overall Project Organisation
  November 2003    
   FPSO Munin Conversion for Xijiang
  Field
  Organisation Chart No. 2 - SPM Organisation
  November 2003     
   FPSO Munin Conversion for Xijiang
  Field
  Organisation Chart No. 3 - Vessel Engineering Organisation
  November 2003    
   FPSO Munin Conversion for Xijiang
  Field
  Organisation Chart No. 4 - Operations Organisation
  November 2003    
   EXHIBIT V  CONTRACTOR PARENT COMPANY GUARANTEE  
   PARENT COMPANY/ CORPORATE
INDEMNITY AGREEMENT   dated as of
                     ,
2004   by  AURELIA
ENERGY N.V.   *    *    *  FOR
THE PERFORMANCE OF  CONTRACT
NO.  XIJIANG
OIL FIELD SOUTH CHINA SEA FPSO LEASE CONTRACT  
   [PARENT COMPANYs LETTER
HEAD]  WHEREAS, in consideration of ConocoPhillips China Inc. as Operator of the
Xijiang 24-3 and 30-2 Oil Fields, Offshore Peoples Republic of China
(Company) agreeing to enter into Contract No.
               ,
Xijiang Oil Field South China Sea FPSO Lease Contract (the Contract) with
Lufeng Development Company ANS (Contractor), Aurelia Energy N.V.
(Indemnitor), a company formed under the laws of[name of relevant
territory], has agreed, pursuant to this Parent Company/ Corporate
Indemnity Agreement (this Agreement), to guarantee to Company the full
performance and discharge of, and to indemnify Company against Contractors
failure to perform and discharge, all Contractors duties, responsibilities,
obligations and liabilities under the Contract;  NOW,
THEREFORE, for value
received, Indemnitor hereby unconditionally and irrevocably guarantees to
Company the due, complete and punctual performance and discharge by Contractor
of all Contractors duties, responsibilities, obligations and liabilities under
the Contract in accordance with its terms, and agrees to indemnify Company
against any failure by Contractor so to perform and discharge such duties,
responsibilities, obligations and liabilities:  1.Indemnitor is liable (on a joint and several basis) for the proper
performance and discharge of all of Contractors duties, responsibilities,
obligations and liabilities under the Contract in accordance with its terms. In
the event of any default by Contractor in performance or discharge of any of
its duties, responsibilities and obligations under the Contract, including
without limitation any default in payment or in honouring any liabilities
assumed by Contractor under the Contract, Indemnitor shall be and become bound
promptly to perform and discharge such duties, responsibilities, obligations
and liabilities as a primary obligor.  2.Indemnitor shall defend, indemnify and hold harmless Company from and
against all liabilities, losses, damages and claims suffered by Company, and
for which Contractor is liable under the Contract, resulting from or arising
out of Contractors failure to properly perform and discharge all of Contractors
duties, responsibilities, obligations and liabilities under the Contract in
accordance with its terms.  3.Company shall not be entitled to enforce this Agreement in respect of
any default of Contractor under the Contract until any relevant period specified
in the Contract for Contractor to remedy such default has expired, and such
default has not been remedied in such period.  4.Upon receipt of a demand from Company, in the form of a written notice
(by letter or electronic facsimile transmission) specifying the particulars of
Contractors default under the Contract, Indemnitor shall promptly perform and
discharge its obligations under this Agreement. Company shall not be required,
prior to enforcing this Agreement, to make demand on or file suit against
Contractor or any other entity to attempt to collect payment from or enforce
performance of any obligation by Contractor or any other entity, to foreclose
against any security now or hereafter existing for Contractors obligations, or
to exercise or exhaust any other right or remedy to which Company may be
entitled.  5.The address for notice or demand by Company to Indemnitor under this
Agreement shall be as follows:  [Address of Indemnitor]  
   Attention:[Title
of person to whom notices/ demands are to be addressed]  Fax Number:  The address for notice by
Indemnitor to Company under this Agreement shall be as follows:  ConocoPhillips China Inc. Address  Attention:  Fax Number:  Indemnitor may from time to
time change its address for notice or demand hereunder by giving prior written
notice to Company. Company may from time to time change its address for notice
hereunder by giving prior written notice to Indemnitor. Any notice or demand
that  (a)
  
  delivered to Indemnitor (or Company, as applicable) by any form of
  courier (including by hand) or recorded or registered postal delivery shall
  be deemed to be given and received at the time of delivery;(b)
  
  sent by facsimile transmission shall be deemed to be given and
  received when confirmation of transmission to and receipt by Indemnitors (or
  Companys, as applicable) facsimile machine is received by Companys (or
  Indemnitors, as applicable) facsimile machine.   6.This Agreement shall continue in full force and effect until all
obligations guaranteed hereunder are duly satisfied. Provided, however, that
this Agreement shall only remain in effect after April 9, 2006 in respect of
matters already known to both Company and Indemnitor that have not been
conclusively resolved by that date.  7.Indemnitors obligations under this Agreement shall not be released or
discharged notwithstanding:  (a)
  
  any extension of time for payment or performance of any obligation;(b)
  
  any transfer, assignment or mortgage by Contractor of any interest in
  the Contract (the term Contractor including also any of Contractors
  successors or assigns);(c)
  
  any amendment, modification, supplement, Change Order Authorization,
  extension of the Contract made or effected in accordance with its terms, or
  other change in or waiver of Contractors obligations under or pursuant to
  the Contract, whether with or without Indemnitors consentunless Indemnitor
  would have been released from such obligation (or otherwise affected by such
  amendment, modification, supplement, Change Order Authorization or extension
  of the Contract) if it had been a party to the Contract instead of
  Contractor, but without prejudice to the other provisions of this Paragraph 7
  stipulating circumstances in which Indemnitors obligations shall not be
  released, discharged or otherwise affected;   
   (d)
  
  an y failure on the part of Contractor duly to carry out any of its
  obligations under the Contract;(e)
  
  any waiver by Company or the release or discharge of Contractor from
  any duty, responsibility, obligation or liability under the Contract, unless
  Indemnitor would have been released from such duty, responsibility,
  obligation or liability if it had been a party to the Contract instead of
  Contractor, but without prejudice to the other provisions of this Paragraph 7
  stipulating circumstances in which Indemnitors obligations shall not be
  released, discharged or otherwise affected;(f)
  
  the voluntary or involuntary liquidation or dissolution of
  Contractor, or the sale or other disposition of all or substantially all of
  Contractors assets and liabilities;(g)
  
  an y change in the existence, structure, constitution, name, objects,
  powers, business, control or ownership of Contractor or the voluntary or
  involuntary liquidation, dissolution, receivership, insolvency, bankruptcy,
  assignment for the benefit of creditors, reorganization, composition or other
  similar proceeding affecting Contractor, or the disaffirmance of the Contract
  in any such proceeding;(h)
  
  any merger, amalgamation, arrangement, consolidation or other
  reorganization to which Contractor, Indemnitor or any related entity is a
  party, or any direct or indirect sale or disposition of all or substantially
  all of Contractors assets and liabilities or Indemnitors assets and
  liabilities;(i)
  
  any claim by Contractor of invalidity, illegality, unenforceability
  or frustration of the Contract, or any assertion by Contractor that any
  provision of any applicable law prohibits the payment by Contractor of, or
  relieves Contractor of its obligation to make payment of, amounts due under
  the Contract; or(j)
  
  any obligation of Contractor being rescinded or otherwise affected by
  the effect of any applicable bankruptcy, insolvency, reorganization,
  moratorium or similar laws affecting creditors rights generally and by
  general principles of equity.   8.All amounts payable by Indemnitor under this Agreement shall be paid in
lawful money of the United States of America in immediately available funds
promptly after Indemnitor receives a written demand for payment in accordance
with Paragraph 5. All payments
under this Agreement shall be made free and clear and without deduction for
taxes or withholdings of any kind. If any deductions for taxes or withholdings
are required in respect of any payment under this Agreement, Indemnitor shall
pay such additional amounts as are necessary to ensure that Company receives a
net amount equal to the full amount that it would have received in the absence
of any such deduction. Any amount required to be paid pursuant to the terms of
this Agreement shall bear interest from the date due until the date paid in
full at the[similar wording as Article
25.17 of the Contract]London Inter-Bank Offered Rate (LIBOR) plus
two percentage point (two hundred basis points) for the period.  9.Indemnitor represents and warrants to Company on and as of the date
hereof that:  (a)
  
  it is duly organized and validly existing under the laws of the
  jurisdiction in which it was organized and has the power and authority to
  execute and perform this Agreement;  
   (b)
  
  Indemnitor has done everything necessary forexecution and delivery of this Agreement, including obtaining any
  authorization or approval required from any entity and making any
  registration required with any court or governmental authority having
  jurisdiction over Indemnitor;(c)
  
  Indemnitor is not aware of any requirement for Company to obtain any
  authorization or approval from any entity that has not been obtained nor to
  make any registration with any court or government authority having
  jurisdiction over Indemnitor for execution and delivery of this Agreement;
  and(d)
  
  this Agreement constitutes a valid and legally binding agreement of
  Indemnitor, and is enforceable against Indemnitor in accordance with its
  terms.   10.           This Agreement shall inure for the
benefit of Companys successors and assigns (as permitted under the Contract)
and shall be binding upon Indemnitors successors and assigns. Indemnitor shall
not assign this Agreement or assign or transfer any of its obligations
hereunder except with the prior written consent of Company, which Company shall
not withhold unreasonably. Any purported assignment or transfer made without
such prior approval of Company shall be null and void.  11.           Companys failure to exercise or
enforce any right, remedy or benefit under this Agreement shall not operate as
a waiver hereunder and shall not preclude Company from requiring Indemnitor to
fulfill all of its duties, responsibilities and obligations under this
Agreement. Any purported waiver by Company of any provision of this Agreement
shall only be valid if set out in writing and signed by a duly authorized
representative of Company. Any purported amendment of this Agreement shall only
be valid if set out in writing as a deed signed by a duly authorized
representative of Indemnitor, and counter-signed by a duly authorized
representative of Company as being accepted and agreed on behalf of Company.  12.           Indemnitor shall pay reasonable legal
fees and all other costs and expenses that may be incurred by Company in
enforcing this Agreement.  13.           This Agreement is subject to and
shall be construed in accordance with the laws of England. Any dispute under
this Agreement that cannot be settled amicably between Company and Indemnitor shall
be finally settled by binding arbitration in the English language in Singapore,
and shall be conducted by three arbitrators in accordance with the Arbitration
Rules of the United Nations Commission on International Trade Law contained in
Resolution 31/ 98 adopted by the United Nations General Assembly on 15 December
1976, as in force at the time such arbitration is commenced, except as the
rules may be modified herein.  The award rendered in any
arbitration brought hereunder shall be final and binding upon the parties
thereto, and judgment thereon may be entered in any court having jurisdiction
for its enforcement. Indemnitor hereby expressly:  (a)
  
  waives, to the extent they might otherwise be held applicable, any
  provisions of the laws of England or any other territory giving the right to
  appeal the arbitration award;   
   (b)
  
  agrees that it shall not have any right to commence or maintain any
  suit or legal proceeding concerning a dispute under this Agreement until the
  dispute has been determined in accordance with the arbitration procedure
  provided for herein and then only to enforce or facilitate the execution of
  the award rendered in such arbitration.   14.Without prejudice to the
provisions of Paragraphs 7 and 12, the liabilities and obligations,
individually or collectively, of Indemnitor to Company under this Agreement
shall not be greater than the liabilities and obligations of Contractor to
Company under the Contract, without duplication and Indemnitor shall be
entitled to avail itself of any limitation or exclusion of liability similar to
Contractor.  IN WITNESS
WHEREOF this
Agreement has been duly executed by Indemnitor as a deed and unconditionally
delivered as of [date]  EXECUTED AND DELIVERED
  )AS A DEED
  ))By [name of Indemnitor]
  ))Acting by [name of signatory]
  ))In the presence of:
  )Witness:Signature:Name:Address:Occupation:   
   [LETTERHEAD OF AURELIA ENERGY NV]  PARENT COMPANY/ CORPORATE
INDEMNITY AGREEMENT  dated
as of 20 October,2003  by  AURELIA ENERGY N.V.  * * *  FOR THE PERFORMANCE OF
CONTRACT NO.PA-02-2004  XIJIANG OIL FIELD SOUTH
CHINA SEA FPSO LEASE CONTRACT  1 
   WHEREAS,
in consideration of ConocoPhillips China Inc. as Operator of the Xijiang 24-3
and 30-2 Oil Fields, Offshore Peoples Republic of China (Company) agreeing
to enter into Contract No. PA-02-2004, xijiangOilReidSouthChina Sea
FPSOLeaseContract (the Contract)withLufeng Development Company ANS (Contractor),
Aurelia Energy N.V. (Indemnitor), a company formed under the laws ofthe
Netherlands Antilles, has agreed, pursuant to this Parent Company/ Corporate
Indemnity Agreement (this Agreement), to guarantee to Company the full
performance and discharge of, and to indemnify Company against Contractors
failure to perform and discharge, all Contractors duties, responsibilities,
obligations and liabilities under the Contract;  NOW,
THEREFORE, for value received, Indemnitor hereby
unconditionally and irrevocably guarantees to Company the due, complete and
punctual performance and discharge by Contractor of all Contractors duties,
responsibilities, obligations and liabilities under the Contract in accordance
with its terms, and agrees to indemnify Company against any failure by
Contractor so to perform and discharge such duties, responsibilities,
obligations and liabilities:  1.Indemnitor
is liable (on a joint and several basis) for the proper performance and
discharge of all of Contractors duties, responsibilities, obligations and
liabilities under the Contract in accordance with its terms. In the event of
any default by Contractor in performance or discharge of any of its duties,
responsibilities and obligations under the Contract, including without
limitation any default in payment or in honouring any liabilities assumed by
Contractor under the Contract, Indemnitor shall be and become bound promptly to
perform and dischargesuchduties, responsibilities,obligationsand liabilitiesasa
primaryobligor.  2.Indemnitor
shall defend, indemnify and hold harmless Company from and against all
liabilities, losses, damages and claims suffered by Company, and for which
Contractor is liable under the Contract, resulting from or arising out of
Contractors failure to properly perform and discharge all of Contractors
duties, responsibilities, obligations and liabilities underthe Contract in
accordancewith itsterms.  3.Company
shall not be entitled to enforce this Agreement in respect of any default of
Contractor under the Contract until any relevant period specified in the
Contract for Contractor to remedy such default has expired, and such default
has not been remedied in suchperiod.  2 
   4.Upon receipt of a demand from Company, in the
form of a written notice (by letter or electronic facsimile transmission)
specifying the particulars of Contractors default under the Contract,
Indemnitor shall promptly perform and discharge its obligations under this
Agreement Company shall not be required, prior to enforcing this Agreement, to
make demand on or file suit against Contractor or any other entity to attempt
to collect payment from or enforce performance of any obligation by Contractor
or any other entity, to foreclose against any security now or hereafter
existing for Contractors obligations, or to exercise or exhaust any other
right or remedy to which Company may be entitled.  5.The address for notice or demand by Company
to Indemnitor under this Agreement shall be as follows:  Aurelia Enrtgy NV, Kaya Richard J.Beaujon z/n,
Curacao, Netherlands Antilles  Attention: The Finance Manager.
  
  Fax Number: +599 - 9 - 7366161  The address for notice by
Indemnitor to Company under this Agreement shall be as follows:  ConocoPhillips China Inc.
P.O.BOX, 166, Shekoue, Shenzhen, PR China,
518067 Attention: The Finance Manager.
  
  Fax Number: +86-755-2667-0924  Indemnitor may from time to
time change its address for notice or demand hereunder by giving prior written
notice to Company. Company may from time to time change its address for notice
hereunder by giving prior written notice to Indemnitor. Any notice or demand
that is:  (a)delivered to Indemnitor (or Company, as
applicable) by any form of courier (including by hand) or recorded or
registered postal delivery l be deemed to be given and received at the time of
delivery;  (b)sent
by facsimile transmission shall be deemed to be given and received when
confirmation of transmission to and receipt by Indemnitors (or Companys, as
applicable) facsimile machine is received by Companys (or Indemnitors, as
applicable) facsimile machine.  3 
   6.This Agreement shall continue in full force
and effect until all obligations guaranteed hereunder are duly satisfied.
Provided, however, that this Agreement shall only remain in effect after
April 9, 2006 in respect of matters already known to both Company and
Indemnitor that have not been conclusively resolved by that date.  7.Indemnitors obligations under this Agreement
shall not be released or discharged 9notwithstanding: (a)         any
extension of time for payment or performance of any obligation;  (b)any transfer, assignment or mortgage by
Contractor of any interest in the Contract (the term Contractor including
also any of Contractors successors or assigns);  (c)any amendment, modification, supplement,
Change Order Authorisation, extension ofthe Contract made or effected in
accordance with its terms, or other change in or waiver of Contractors obligations
under or pursuant to the Contract, whether with or without Indemnitors consent
unless Indemnitor would have been released from such obligation (or otherwise
affected by such amendment, modification, supplement, Change Order
Authorisation or extension of the Contract) if it had been a party to the
Contract instead of Contractor, but without prejudice to the other provisions
of this Paragraph 7 stipulating circumstances in which Indemnitors obligations
shall not be released, discharged or otherwise affected;  (d)an y failure on the part of Contractor duly
to carry out any of its obligations under the Contract;  (e)any waiver by Company or the release or
discharge of Contractor from any duty, responsibility, obligation or liability
under the Contract, unless Indemnitor would have been released from such duty,
responsibility, obligation or liability if it had been a party to the Contract
instead of Contractor, but without prejudice to the other provisions of this
Paragraph 7 stipulating circumstances in which Indemnitors obligations l not
be released, discharged or otherwise affected;  (f)the voluntary or involuntary liquidation or
dissolution of Contractor, or the sale or other disposition of all or
substantially all of Contractors assets and liabilities;  (g)any change in the existence, structure,
constitution, name, objects, powers, business, control or ownership of
Contractor or the voluntary or involuntary liquidation, dissolution,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganisation, composition or other similar proceeding affecting Contractor,
or the disaffirmance ofthe Contract in any such proceeding;  4 
   (h)any
merger, amalgamation, arrangement, consolidation or other reorganisation to
which Contractor, Indemnitor or any related entity is a party, or any direct or
indirect sale or disposition of all or substantially l of Contractors assets
and liabilities or Indemnitors assets and liabilities;  (i)any
claim by Contractor of invalidity, illegality, unenforceability or frustration
of the Contract, or any assertion by Contractor that any provision of any
applicable law prohibits the payment by Contractor of, or relieves Contractor
of its obligation to makepaymentof,amountsdueundertheContract;or  (j)any
obligation of Contractor being rescinded or otherwise affected by the effect of
any applicable bankruptcy, insolvency, reorganisation, moratorium or similar
laws affecting creditors rights generally and by general principles ofequity.  8.All
amounts payable by Indemnitor under this Agreement shall be paid in lawful
money of the United States of America in immediately available funds promptly
after Indemnitor receives a written demand for payment in accordance with
Paragraph 5. All payments under this Agreement shall be made free and dear and
without deduction for taxes or withholdings of any kind. If any deductions for
taxes or withholdings are required in respect of any payment under this
Agreement, Indemnitor shall pay such additional amounts as are necessary to
ensure that Company receives a net amount equal to the full amount that it
would have received in the absence of any such deduction. Any amount required
to be paid pursuant to the terms of this Agreement shall bear interest from the
date due until the date paid in full at the London Inter-Bank Offered Rate
(LIBOR) plus two percentage point (two hundred basis points) for the period.  9.Indemnitor
represents and warrants to Company on and as ofthe date hereofthat  (a)it
is duly organised and validly existing under the laws of the jurisdiction in
which it was organised and has the power and authority to execute and perform
this Agreement;  (b)Indemnitor
has done everything necessary for execution and delivery of this Agreement,
including obtaining any authorisation or approval required from any entity and
making any registration required with any court or governmental authority
having jurisdiction over Indemnitor,  5 
   (c)Indemnitor
is not aware of any requirement for Company to obtain any authorisation or
approval from any entity that has not been obtained nor to make any
registration with any court or government authority having jurisdiction over Indemnitor
fa execution and delivery ofthis Agreement; and  (d)this
Agreement constitutes a valid and legally binding agreement of Indemnitor, and
is enforceable against Indemnitor in accordance with its terms.  10.This
Agreement shall inure for the benefit of Companys successors and assigns (as
permitted under the Contract) and shall be binding upon Indemnitors successors
and assigns. Indemnitor shall not assign this Agreement or assign or transfer
any of its obligations hereunder except with the prior written consent of
Company, which Company shall not withhold unreasonably. Any purported
assignment or transfer made without such prior approval ofCompany shall be null
and void.  11.Companys
failure to exercise or enforce any right, remedy or benefit under this
Agreement shall not operate as a waiver hereunder and shall not preclude
Company from requiring Indemnitor to fulfil all of its duties, responsibilities
and obligations under this Agreement Any purported waiver by Company of any
provision of this Agreement shall only be valid if set out in writing and
signed by a duly authorised representative of Company. Any purported amendment
of this Agreement shall only be valid if set out in writing as a deed signed by
a duly authorised representative of Indemnitor, and counter-signed by a duly
authorised representativeofCompanyas being accepted and agreedon
behalfofCompany.  12.Indemnitor
l pay reasonable legal fees and all other costs and expenses that may be
incurred by Company in enforcing this Agreement  13.This
Agreement is subject to and shall be construed in accordance with the laws of
England.  Any dispute under this
Agreement that cannot be settled amicably between Company and Indemnitor shall
be finally settled by binding arbitration in the English language in Singapore,
and shall be conducted by three arbitrators in accordance with the Arbitration
Rules of the United Nations Commission on International Trade Law contained in
Resolution 31/ 98 adopted by the United Nations General Assembly on 15 December 1976,
as in force atthe time such arbitration is commenced, except as the rules may
be modified herein.  The award rendered in any arbitration brought
hereunder shall be final and binding upon the parties thereto, and judgement
thereon may be entered in any court having jurisdiction for its enforcement
Indemnitor hereby expressly:  6 
   (a)waives,
to the extentthey might otherwise be held applicable, any provisionsofthe laws
of England or any other territory giving the right to appeal the arbitration
award;  (b)agrees
that it shall not have any right to commence or maintain any suit or legal
proceeding concerning a dispute under this Agreement until the dispute has been
determined in accordancewith the arbitration procedure provided for herein and
then only to enforce or facilitate the execution of the award rendered in such
arbitration.  14.Without
prejudice to the provisions of Paragraphs 7 and 12, the liabilities and
obligations, individually or collectively, of Indemnitor to Company under this
Agreement l not be greater than the liabilities and obligations of Contractor
to Company under the Contract, without duplication and Indemnitor shall be
entitled to avail itself of any limitation or exclusion of liability similar to
Contractor.  IN
WITNESS WHEREOF this Agreement has been duly executed by
Indemnitor as a deed and unconditionallydelivered asof  EXECUTED
  AND DELIVERED AS A DEED
  )))ByAurelia
  EnergyNV
  ))/s/ JOHN COLLISONActing by John Collison
  ))I n the presence
  of:
  )  Witness:Signature:.
  /s/ J. VAN DER
  WARUNName:
  J. van der WarunAddress:
  Hareveld27GxG
  LevenhvinewThe Netherlands  7 
    EXHIBIT
VI
LIST OF SUBCONTRACTORS AND
WORK TO BE SUBCONTRACTED  
    TOPSIDES
MODIFICATIONS & ADDITIONAL MODULE  SUPPLIERS
LIST for XIJIANG DP Option  No.
  
  Description
  
  Supplier
  
  Country1
  
  PRODUCT SWIVEL
  
  BMZ Zandvoort
  Machinefabriek Kreber
  TUC
  
  The Netherlands
  The Netherlands
  The Netherlands2
  
  INLINE SWIVEL
  
  BMZ Zandvoort
  Machinefabriek Kreber
  TUC
  
  The Netherlands
  The Netherlands
  The Netherlands3
  
  SLIDING BEARING
  (for Product Swivel)
  
  Kuhne Industrie
  Busak & Shamban
  
  The Netherlands
  The Netherlands4.
  
  SWIVEL BOLTS,
  NUTS, WASHERS
  
  Randack GmbH
  Rollstud
  OME
  
  Germany
  United Kingdom
  Italy5
  
  SWIVEL BEARING
  
  Rothe Erde
  
  Germany6
  
  SWIVEL SEALS
  
  Busak &
  Shamban
  GreenTweed
  
  The Netherlands
  United Kingdom7
  
  MAIN BEARING
  
  Rothe Erde
  
  Germany8
  
  MAIN BEARING
  BOLTS, NUTS, WASHERS & BOLT CAPS
  
  Randack GmbHRollstud
  OME
  
  Germany
  United Kingdom
  Italy9
  
  BOLT TENIONING
  EQUIPMENT
  
  Tentec
  Hydratight
  
  United Kingdom
  United Kingdom10
  
  HYDRAULIC WINCH
  5 T & 60 T c/w POWER PACK
  
  Rexroth
  Frames Process Systems
  Soest Hydraulics
  
  The Netherlands
  The Netherlands
  The Netherlands11
  
  GENERAL BOLTS,
  NUTS & WASHERS
  
  Randack GmbH
  Rollstud
  OME
  
  Germany
  United Kingdom
  Italy12
  
  BALL VALVES
  manual high perf.8or 10 600#
  
  Econosto
  Capital Valves
  Valve Engineering Supplies
  PCC Newman
  Velan Valves (IVS)
  Control Seal
  
  The Netherlands
  United Kingdom
  United Kingdom
  Italy
  Italy
  The Netherlands13
  
  ESD Valve
  8or10 600#
  
  Econosto
  Valve Engineering Supplies
  PCC Newman
  Velan Valves
  
  The Netherlands
  United Kingdom
  Italy
  Italy14
  
  RISERS & associated
  equipment
  
  Flowline
  Specialists Ltd
  
  UK15
  
  28 ADDITIONAL
  PLATES COOLING MEDIUM COOLING
  
  Bronswerk
  Alfa Laval
  Koojiman
  Tranter BV
  
  The Netherlands
  The Netherlands
  The Netherlands
  The Netherlands  
   16
  
  CENTRIFUGAL
  PUMPS (Booster type)
  
  Sulzer Pumps
  Pompe Gabbioneta
  Weir Pumps
  Flowserve BV
  KSB Nederland
  
  United Kingdom
  Italy
  United Kingdom
  The Netherlands
  The Netherlands17
  
  CRUDE OIL
  TRANSFER PUMP + MOTOR
  
  Sulzer Pumps
  Pompe Gabbioneta
  Weir Pumps
  Flowserve BV
  KSB NederlandNijhuis Pompen
  Geveke Pompen
  
  United Kingdom
  Italy
  United Kingdom
  The Netherlands
  The Netherlands
  The Netherlands
  The Netherlands18
  
  ADDITIONAL
  PLATES CRUDE OIL COOLER
  
  Bronswerk
  Alfa Laval
  Kooijman
  Tranter BV
  
  The Netherlands
  The Netherlands
  The Netherlands
  The Netherlands19
  
  BIOCIDE
  INJECTION AIRDRIVEN PUMP
  
  Girdlestone
  Pumps
  Weir Pumps
  Allweiler Pompen
  ABS Pompen
  Bran & Luebbe
  
  United Kingdom
  United Kingdom
  The Netherlands
  The Netherlands
  The Netherlands20
  
  PRESSURE RELIEF
  VALVES
  
  Hitma
  Tyco Flow Contol
  Hopkinsons Ltd
  
  The Netherlands
  United Kingdom
  United Kingdom21
  
  LEVEL CONTROL
  VALVES
  
  Emerson Process
  Mgt.
  Flowserve
  Dresser Industrial Products
  Grinell Trading Company
  
  The Netherlands
  The Netherlands
  The Netherlands
  The Netherlands22
  
  FIELD
  INSTRUMENTS
  
  ABB
  Emerson Process Mgt.
  
  The Netherlands
  The Netherlands23
  
  INSTRUMENT
  CABLES
  
  NKF (Draka)
  Incore Cables
  
  The Netherlands
  The Netherlands24
  
  STARTER MODULE
  
  Aker Electro
  
  Norway25
  
  JUMPER HOSES
  
  Phoenix Beattie
  
  United Kingdom26
  
  SHEAVE BLOCK
  
  Hycom
  
  The Netherlands27
  
  HEAT TRACING
  DISTR. BOARD
  
  Stahl
  Electromach
  
  The Netherlands
  The Netherlands28
  
  HEAT TRACING
  Design
  
  Thermon Benelux
  BV
  Tyco Thermal Controls
  
  The Netherlands
  The Netherlands29
  
  PV Valve Cargo
  Vent System c/w Flame Arrestors
  
  Protegro
  Press-Vac
  
  The Netherlands
  Norway30
  
  AUTOMATIC FLOW
  RECIRCULATION VALVE
  
  Emerson Process
  Mgt.
  Tyco Flow Control
  
  The Netherlands
  The Netherlands31
  
  DELUGE VALVE
  SKID c/w FOAM TANK
  
  Wormald Oil
  & Gas
  
  United Kigdom32
  
  DELUGE NOZZLES
  
  Wormald Oil
  & Gas
  Grinell Trading Company
  
  United Kingom
  The Netherlands33
  
  DELUGE SYSTEM 
  BUTTERFLY VALVES
  
  BAF Butterfly
  Valves
  Duvalco BV
  Capital Valves
  
  The Netherlands
  The Netherlands
  United Kingdom   
   34
  
  FUEL TRANSFER
  PUMP
  
  Geveke Pompen
  Weir Pumps
  Flowserve
  Sulzer Pompen
  
  The Netherlands
  The Netherlands
  The Netherlands
  The Netherlands35
  
  FUEL DEGASSING
  SYSTEM
  
  BMZ Zandvoort
  TUC
  
  The Netherlands
  The Netherlands36
  
  STARTER
  DEGASSING BOOSTER PUMP
  
  Geveke Pompen
  Weir Pumps
  Flowserve
  Sulzer Pompen
  
  The Netherlands
  The Netherlands
  The Netherlands
  The Netherlands37
  
  Cargo Valve
  Overhaul
  
  Bennex
  
  Norway38
  
  Cargo Stripping
  Valve
  
  Tyco Valves
  & Control
  
  The Netherlands39
  
  Condensers
  
  Teknotherm
  
  Norway40
  
  Ventilator for
  IG room
  
  Bronswerk
  
  The Netherlands41
  
  Winch Wire
  (Dyneema SK75)
  
  Marlow Ropes
  Bridon
  Lankhorst-Touwfabriek
  
  United Kingdom
  United Kingdom
  The Netherlands   
   BLUEWATER ENERGY SERVICES
B.V. XUIANG PROJECT  Sub-contractors List  S001
  
  DRYDOCKING
  & MODIFICATIONS TO FPSO MUNIN
  
  Yantai Raffles
  ShipyardNo 70 Zhifu East
  RoadZhifu IslandYantai 264000Previously
  pre-qualified for fabrication work
  
  Shandong, P R
  ChinaNantong Ocean
  Ship Engineering Co.(Cosco Repair)South of RengangPreviously
  pre-qualified for vessel repair and lifetime extension work
  
  Nantong 226005P R ChinaDalian New
  Shipbuilding & Heavy Industries(Cosco Repair)Nol Hai Feng
  Street, DalianTo
  be pre-qualified
  
  Liaoning 116021P R ChinaWenchong
  ShipyardHuang PuTo
  be pre-qualified
  
  GuangzhouP R ChinaS002
  
  TRANSPORT,
  INSTALLATION & REMOVAL of RISERS, ETC
  
  Subsea 779 Anson RoadPrequalification
  documents issued to Contractor
  
  Unit 19-01Singapore 079906SB Submarine
  SystemsBuilding 25,1591 Hongqiao
  Road,Shanghai,Review
  o fpre-qualification in formation ongoing
  
  PR China 200336  
   Hallin Marine Systems (S) Pte LtdUnit 817 (PO Box 5083)SOPS DriveReview of pre-qualification information ongoing
  
  Loyang Offshore Supply BaseSingapore 508988Global IndustriesSBS Park Plaza18 Ratchadapisek RoadKwaeng LadyaoKhet jatujakTo be pre-qualified
  
  BangkokHuawei Offshore Shipping & TransportRm 407, Section 3,Haibin Commercial Centre,Shekou, Shenzhen,Review of pre-qualification information ongoing
  
  Guangdong, PR ChinaS003
  
  CLASSIFICATION, CERTIFICATION & VERIFICATION
  SEWRVICES
  
  Det Norske Veritas AS (DNV)Veritasveien 1(nb also local office for fabrication/installation verification)
  
  1322 Høvik,NorwayAmerican Bureau of Shipping (ABS)ABS House1, Frying Pan AlleyLondon El 7HR, United KingdomLloyds Register (LRS)Denburn House25 Union TerraceAberdeen AB10 1NN,United KingdomS004
  
  WARRANTY SURVEYOR
  
  Noble Denton Singapore Pte. Ltd.51 Goldhill Plaza #19-02Singapore 308900London Offshore Consultants Pte Ltd14 Stanley StreetSingapore 068733  
   S005
  
  MODIFICATIONS TO 1stSTAGE SEPARATOR
  
  ABB Offshore SystemsPO Box 8l1375 BillingstadPreviously pre-qualified
  
  NorwayS006
  
  UPGRADE, REPAIR, OVERHAUL & MAINTENANCE OF
  THRUSTERS
  
  Rolls Royce Marine Benelux b.vWerfdijk 2 (Port 2828)3195 HV PernisThe NetherlandsS007
  
  UPGRADE OF IAS SYSTEM
  
  Kongsberg MaritimeStrandpromenaden 50PO Box 1113191 HortenTo be pre-qualified
  
  NorwayS008
  
  REPAIR & CALIBRATION of the OFFLOADING METERING
  EQUIPMENT
  
  FMC Energy SystemsPO Box 1012N-3061 KongsbergTo be pre-qualified
  
  Norway  
    EXHIBIT
VII  CONTRACTOR AND COMPANY SUPPLIED SERVICES  SECTION A - CONTRACTOR
SUPPLIED SERVICES SHALL INCLUDE:  1.Provide manpower, equipment, material
supply, engineering, procurement, project management for the fabrication,
testing, classification, site installation and system commissioning of Dynamic
Positioning System and Catenary Riser System, hoses and hawser to COMPANYs
existing mooring buoy  for the FPSO
operation at COMPANYs offshore site in accordance with terms and conditions of
this CONTRACT.  2.Manage and operate the FPSO SYSTEM in
accordance with the terms and conditions of this CONTRACT.  3.Maintain the FPSO SYSTEM in a safe,
efficient and good operating condition and in Class.  4.Provide and pay for all competent personnel
and maintain the full complement of personnel agreed in this CONTRACT.  5.Provide and pay for all consumable
provisions, supplies deck and engine stores (except as otherwise provided in
this CONTRACT), galley and cabin stores, and sustenance and accommodation for
CONTRACTOR and COMPANY personnel.  6.Maintain on board the FPSO VESSEL an agreed
inventory of spare and replacement parts and equipment.  CONTRACTOR to furnish, at its own cost,
replacements for those items used from inventory for the day-to-day
operations.  (NOTE:  CONTRACTOR will furnish
replacements in a timely fashion so as not to unduly expose the operation to
shut down).  7.Accept production of  WELL FLUIDS from the COMPANYs sub-sea pipeline, process to agreed
quality, store, meter and discharge the PRODUCED OIL to export tankers.  (NOTE:  WELL FLUIDS and PRODUCED OIL shall remain
the lawful property of the COMPANY at all times and the CONTRACTOR shall act as
bailee only).  8.Use best endeavors to ensure that its
conduct when offloading PRODUCED OIL from the FPSO VESSEL to export tanker(s)
is proper and safe and in accordance with operating procedures established by
CONTRACTOR and agreed by COMPANY.  9.Be responsible for advance notification and
coordination with COMPANY for the movement of CONTRACTORS goods and personnel to the OFFSHORE SITE.  10.Be responsible, provide and pay for:  10.1.All CONTRACTOR Groups personnel transport between shore base and
all other destinations outside of operating country.  10.2.All CONTRACTOR Groups visa, entry and
departure costs.   1 
   10.3.All transportation, housing and support necessary
for its personnel to arrive at or depart from the COMPANYS designated helicopter and/or marine base.  10.4.Advance notice and coordination with COMPANY
for transportation needs from the shore base to the FPSO VESSEL.  11.Obtain and maintain all authorizations,
permits and licenses and give all notices and pay all sums as may be necessary
in connection with the carrying out of its obligations during contract period
other than those referred to in Section B below.  12.Give all notices, post all bonds and
cautions, pay all fees, penalties and other charges including all port and
harbor duties, import dues, handling charges, and customs clearances for the
carrying out of its obligations during the TERM  and do all things that are required to be given, posted, paid or
done by virtue of any decree, law ordinance, regulations, rules or order of any
governmental or other authority having relevant jurisdiction.  13.Use best endeavors to assist the COMPANY in
obtaining all authorizations, permits and licenses as may be necessary to allow
the performance by the CONTRACTOR of the carrying out of its obligations during
the TERM and which are required to be and can only be obtained in the name of
the COMPANY.  14.In accordance with the requirements of the
COMPANY, afford full co-operation in the planning and carrying out of the WORK
by any contractors employed by the COMPANY and of any other duly constituted
authorities who may be employed within the anchor pattern of the FPSO VESSEL,
(other than supply and standby vessels) in activities not included in CONTRACT.  15.Carry out the disconnection of the Catenary
Riser System and restoration of the existing mooring buoy system to the
original configuration at the end of the as part of the DEMOBILIZATION. (NOTE: CONTRACTOR is also responsible for
transshipping the BTM Outrigger Arm, 8 Catenary Risers and Reels and Buoyancy
Tank to COMPANYs shore base during the DEMOBILIZATION).  2 
   SECTION B - COMPANY
SUPPLIED SERVICES SHALL INCLUDE:  1.Obtain all authorizations, permits and
licenses as may be necessary to allow performance by the CONTRACTOR of its
obligations during the TERM and which are required to be and can only be
obtained in the name of the COMPANY.  2.Provide and pay for helicopter
transportation as reasonably required by the CONTRACTOR for the transportation
of crew and supplies between the COMPANYS shore base and the FPSO VESSEL.  3.Provide and pay for handling within and to
and from COMPANY onshore warehouse for the CONTRACTOR only for exceptional
items which cannot reasonably be stored on the FPSO VESSEL and for items in
transit.  4.During the TERM, provide and pay for all
reasonable standby, line handling, fire fighting, rescue vessels and mooring
tugs as set out in the CONTRACT.  5.Provide and pay for reasonable production
related chemicals, if needed.  6.Provide the CONTRACTOR with reasonable
office space in COMPANYs shore base office for a maximum of two individuals to
act as the CONTRACTORS shore
based support personnel, including office furnishings,  utilities and the use of non-confidential
telecommunications equipment (including facsimile services).  7.Pay for and deliver diesel and crude oil,
lubricants, grease and fresh water for use by the FPSO SYSTEM during  the UTILIZATION PERIOD.  8.Provide COMPANYs existing onshore base and
facilities to CONTRACTOR for FPSO operation logistic support. Provide and pay
for all reasonable supply vessel transportation of the CONTRACTORs spares, materials and consumables from
COMPANY onshore base to site. COMPANY shall establish and advise the CONTRACTOR
of the schedule of supply vessels.  9.Provide medic evacuation for CONTRACTORs
FPSO VESSEL crew upon the request of CONTRACTOR, at CONTRACTORs account and
cost.  3 
   EXHIBIT VIII  QUALITY ASSURANCE, QUALITY CONTROL, TEST AND
INSPECTION REQUIREMENTS  The following criteria must be met in
connection with the PERFORMANCE TEST conducted pursuant to Article 16 of
the CONTRACT.  The PERFORMANCE TEST will
be conducted in accordance with the PERFORMANCE TEST Procedures submitted by
CONTRACTOR  and Accepted by COMPANY
pursuant to EXHIBIT III, ADMINISTRATION PROCEDURES, Appendix III  C , Company
Documentation Requirements.  Results of
the PERFORMANCE TEST shall be submitted for COMPANYs Acceptance pursuant to
EXHIBIT III, Appendix III  C, as further described above.  Performance Test for Dynamically
Positioned FPSO VESSEL and PRODUCED OIL delivery system from Buoy to FPSO
VESSEL:  1.In
no-load condition with FPSO VESSEL not connected:  A.BTM
Buoy to float upright and at design depth.  B.Temporary
Risers and all new pipework and valving to be subject to pressure test of      600psi against  closed valve.  No leaks
acceptable.  C.Temporary
Risers to lie in design catenary and clear of existing BTM Mooring Lines and
Midwater Buoyancy Tanks.  D.Riser
Support Buoy at downstream end to float with sufficient freeboard for easy
recovery by FPSO VESSEL and/or Supply Vessel. Recovery line to be buoyant and
capable of supporting weight of end float and risers during pull-in to FPSO
VESSEL Swivel structure when vessel at light draft.  2.FPSO
VESSEL upon departure from shipyard (to be witnessed by COMPANY REPRESENTATIVE)
or on location and under DP control, Risers not connected:  A.FPSO
VESSEL to remain within 40m radius Watch-Circle when receiving position
references from each independent reference source in turn.  B.DP
Operators to demonstrate ability to hold vessel within Watch-Circle using
joystick control only with four (4) generators on load, demonstrate that DP
capability exists with emergency shutdown of two (2) generators.  C.Demonstrate
that the riser buoy rotation mechanism is capable of maintaining the riser buoy
on a fixed heading irrespective of the FPSO heading.  3.FPSO
VESSEL on location and under DP control, Risers connected:  A.Rotate
FPSO VESSEL around axis of Riser swivel (180 degrees each side of heading).
Demonstrate that turret drive system allows Risers to remain in original plane
and near perpendicular with no torsion or twisting.  In the event that the environmental conditions prevents such a
test from being undertaken, COMPANY will accept the test as performed in Test
2.C above.   1 
   B.Test Riser Quick
Release System at 40m excursion from DP set-point. Expect dry or minimum fluid
loss during breakaway.  C.Test Offloading Hose
and Tanker Mooring Hawser Quick Release mechanism. Hose end to remain afloat
and easily recoverable.  D.Demonstrate Offloading
Hose Flushing System and capability to displace contents of hose into export
tanker.  4.In operational condition with FPSO VESSEL on location and on full DP
control, Risers connected and production flowing, Lifting Tanker moored to FPSO
VESSEL in normal loading configuration (tail exerting 60 Tonne pull on stern of
Lifting Tanker):  A.FPSO
VESSEL to remain within 30m Watch Circle while FPSO and Lifting Tanker
weathervane to wind and current.  B.FPSO - Tanker Mooring
Hawser system to be proved functional and Mooring Hawser in good condition.  C.FPSO -Tanker Offloading Hose system to be
permanently connected to FPSO VESSEL export manifold while FPSO VESSEL on
location and in production mode.  D.Demonstrate accuracy of Custody Transfer
Meter by use of pipe prover or similar means. 
Provide Meter and Prover Calibration Certificates issued by an Accepted
meter testing organization.  5.Process
System of FPSO VESSEL:  A.Process
train to be proved capable of receiving and separating max 140,000 bbls of WELL
FLUIDS per day from 2 risers and processing a minimum of 50,000 bbls of
PRODUCED OIL per day.  While it is
recognized that for purposes of the PERFORMANCE TEST only a 50,000 bbls of
PRODUCED OIL per day minimum must be met, CONTRACTOR shall make every effort to
meet the original requirement of 70,000 bbls of PRODUCED OIL per day.  B.Quality
of PRODUCED OIL to be within acceptable limits, that is max BS&W 0.5%, Salt
<=49 PTB, TVP 90.0 kPa at 57 deg C Storage.  C.Produced
Water to have oil content  < 35ppm.  D.Cargo
Tank Heating to be proved operational and capable of maintaining stored
PRODUCED OIL at 65 deg C.  E.Offloading
Rate of minimum 26,000 bbls/hr thru 16 transfer hose to export tanker.  F.Custody
Transfer Meters proved accurate against pipe prover over 12hrs at normal cargo
discharge rate.  G.Provide
a certificate of calibration of both Prover and all the meters.  Such certificate has to be issued by an
approved Chinese authority.  2 
   EXHIBIT
IX - SCOPE OF WORK  Section 1
- Overview  The present FPSO Nanhai Kai Tuo, owned and operated by
COPC, is due for Class Renewal Survey in October 2004 and will be subject
to an extended repair period in this timeframe.  CONTRACTOR has agreed to provide a temporary replacement vessel,
the Dynamically Positioned (DP) FPSO Munin,
that meets all requirements set forth in Schedule IX  A Required Specifications for DP FPSO Munin and that shall be
delivered and installed operational before October 1st 2004 along with a
temporary loading system (FPSO MOORING). The period of hire shall be a minimum
of 160 days and may extend up to 190 days at COMPANYs request.  The existing
Buoyant Turret Mooring (BTM) system in operation at the Xijiang OFFSHORE SITE
will be in continual use up to September 25, 2004, after which time it
will be made available to CONTRACTOR to begin WORK.  Any WORK performed by CONTRACTOR shall not impact production and
offloading operations at the Xijiang Terminal in any way prior to
September 25, 2004, or before FPSO Nanhai
Kai Tuo is disconnected from the existing BTM.  CONTRACTOR should
be aware of the presence of subsea pipelines from Platforms 24-3 and 30-2.  Mooring lines of any vessels used for
installation or demobilization work may not be laid over existing pipelines.  Compensation for WORK shall be in accordance with Exhibit II 
Compensation Schedule.  Refer to EXHIBIT
VII - Company and Contractor Supplied Services, Materials and Equipment.  Section 2
- Temporary Loading System for DP  FPSO Munin  CONTRACTOR will design, engineer, fabricate, construct, deliver and
install aCrude Oil Loading System that will mate with the existing
Buoyant Turret Mooring at Xijiang deliver crude oil to the temporary FPSO by
means of flexible hoses or risers. The Loading System when installed should not
impose any unacceptable stresses to the existing subsea facilities and should
have sufficient structural integrity to withstand environmental conditions that
prevail during the Winter Monsoon in the South China Sea Area.  The temporary outrigger structure is not to
impose any harm or damage to the existing BTM (including moorings and risers),
and have adequate structural integrity to remain safely in place during Winter
Monsoon conditions in the South China Sea. Any loads introduced by the
outrigger structure into the connector of the existing BTM buoy are to be
within the structural design values of the BTM buoy as provided by COMPANY.  The subsea structures and equipment should
be designed in such a way that they   1 
    can be safely
delivered and installed to the OFFSHORE SITE without impacting production and
offloading operations at the Xijiang Terminal in any way prior to
September 25, 2004, or before FPSO Nanhai
Kai Tuo is disconnected from existing BTM.  Similarly, the subsea structures and equipment should be designed
in such a way that they can be safely removed without impacting production and
offloading operations at the Xijiang Terminal in any way after DEMOBILIZATION.  WORK related to
the temporary loading system should cover supply and connection of flexible
flow lines or hoses required to transfer WELL FLUIDS from the existing risers
to the FPSO Munin.Any hoses or flexible flowlines used for the purpose
of tying in to the 24-3 and 30-2 risers should be sized to ensure there is no
restriction to the flow rate of crude oil delivered from each platform.  Section 3
- Condition of XJ Field  The XJ BTM will be
delivered to CONTRACTOR in no-load condition, floating level with Buoy top
surface at  30MSW.  The buoyant pick-up
assembly consisting of Dyneema reconnection rope and Fybaline messenger rope
will be floating free on the sea surface. The Reconnection Wire and Guide Pin
will remain within the Buoy and should not be removed.  The actual
condition of the BTM structure will be determined by an ROV fly-by inspection
at time of delivery and condition agreed by COMPANY and CONTRACTOR
Representatives.  A similar condition
survey will be carried out upon redelivery of the Buoy at end on contract
period.  As mentioned
above, CONTRACTOR should be aware of the presence of subsea pipelines from
Platforms 24-3 and 30-2. Mooring lines of any vessels used for installation or
demobilization work may not be laid over existing pipelines.  Section 4
- FPSO Operations  The FPSO Munin will be required to receive, process
and store crude oil from the Xijiang Oilfield, which is located within the
boundaries of the China Economic Exclusion Zone.  The Xijiang Offshore Terminal is a Chinese Port and, as such, the
vessel must arrive on site compliant with all relevant Chinese Port, State and
vessel Flag State Regulations.  The Munin will be subject to Inward Port
Clearance by the China Customs and will operate under license issued by China
Offshore Oil Operation Safety Office.  The FPSO Munin shall be capable of operating on DP
with minimal production curtailment during the environmental conditions that
prevail at the Xijiang OFFSHORE SITE during the Winter Monsoon period.
Operational capability  2 
   extends to crude
oil exports to shuttle tankers as well as the processing and storage of crude
oil from Xijiang Platforms.  CONTRACTOR is
required to include details of their Health Safety and Environment (HSE) Policy
which should be compatible and equivalent to the HSE policies presently in
place at Xijiang.  With the FPSO Munin in operation, it should be
anticipated that cargo transfers to shuttle tankers will take place every 5
days, weather permitting, with parcel sizes ranging from 420,000 to 600,000
bbls.  Cargo transfer rates should not
be less than 26,000 bbls/hour through 1 x 16 floating hose string.  There is no requirement to recover the hose
after each lifting and the hose may be left floating astern of the FPSO Munin.  If the Xijiang
terminal is closed due to threat of typhoon, the loading hose will be
disconnected from the FPSO SYSTEM and towed to shore. The FPSO export manifold
must be suitable for safe disconnection and reconnection of hose string and
have suitable lifting gear in vicinity.  The FPSO Muninshould be fitted with a fiscal
Custody Transfer Meter system (turbine meter type) with prover and in-line
sampling facilities.  Section 5
- FPSO Manning and Crew Qualification  The FPSO VESSEL
shall be manned with suitably qualified and licensed personnel meeting the
requirements of Flag-State Regulations applicable to a vessel of its type and
size.  At no time shall the
number of marine personnel fall below the level specified in the Flag-State
Minimum Manning Certificate.  All marine and
engineer senior staff should be fluent in the English language, both spoken and
written.  CONTRACTOR is
encouraged to incorporate a high percentage of Chinese nationals in their
operating crews and limit the number of foreign expatriate employees to a
minimum. Attention is drawn to Clause 35 the Rules for the Administration of
Employment of Foreigners in China issued by the Ministry of Foreign Affairs
1996, which establishes quotas for foreigners working in marine capacities in
China.  COMPANY reserves
the right to have its own COMPANY REPRESENTATIVE and senior Process and
Production staff on board the FPSO VESSEL at all times, to oversee the overall
operation of the facility and ensure compliance with COMPANY requirements and
policies.  3 
   Should COMPANY
require CONTRACTORs crew to attend additional training courses in order to
satisfy COMPANY policies  (at  COMPANYs cost), such crew shall be released
for training subject to there being no impact on FPSO SYSTEM  operations or minimum manning levels.  Section 6
- Limitation of Work Scope  This Scope of Work
covers only the operation of the FPSO SYSTEM including INSTALLATION and
DEMOBILIZATION. It does not require the CONTRACTOR to provide any ancillary
services which may form part of offshore oil terminal operations. Coordination
of tanker movements, mooring and general terminal support operations will be
carried out by  COMPANY and/or its
sub-contractors and does not form part of the Scope of Work.  4 
   SCHEDULE IX
 A   Required Specifications for DP
FPSO Munin  Type:
  
  Ship shaped
  FPSO, Double Hull / Double SidesAge:
  
  Less than 12
  years at time of delivery to China (from date of keel laying)Class:
  
  DNV Class  Oil
  Production and Storage UnitDynamic
  Positioning:
  
  Minimum Class
  2     DNV-AUTRDWT:
  
  >100,000 DWTStorage
  Capacity:
  
  > 590,000
  bbls processed Crude Oil in heated tanksMooring System:
  
  Dynamically
  Positioned with fully redundant systems capability as defined by DP Class 2Mean Water
  Depth:
  
  100 m.Location:
  
  Approx 21
  degrees 18 19 North     114 degrees 57 12 EastEnvironment:
  
  Open Sea.
  Tropical Monsoonal subject to typhoons.Environmental
  Design Criteria:
  Hs = 5.5m to
  6.5mOffloading
  Design Criteria:Tanker Mooring
  Operations:
  Hs = 3.0mOffloading
  Operations:
  Hs = 3.5m  4.5mSurvival
  Criteria:
  
  Hs = 8.3mPropulsion:
  
  Diesel / Diesel
  Electric, capable of burning crude oil as fuel  (2 diesel & 2 diesel and/or crude burning)Power
  requirement:
  
  Sufficient for
  vessel operations with safety margin at 100% load.Steam:
  
  Sufficient for
  vessel operations, process area and cargo heating all yearRisers:
  
  Able to receive
  crude oil from two existing 10 inch diameter risers via two 8 inch diameter
  risers.Fluid Swivels:
  
  2-path Fluid
  Swivel at FPSO riser outriggerProcess Trains:
  
  Single trainFluid Handling
  Capacity:
  
  Process train is
  required to have a capacity of 140,000 bbls fluid per day at 50% watercut.Process Target:
  
  BS&W 0.5%,
  Salt  <=49 lbs/1000 bbls at outlet
  of dehydrator.AVP 90.0 kPa at
  57 deg C storageOffloading
  System:
  
  Tandem Mooring
  with single 16 floating hose stringOfftake Tankers:
  
  Max 120,000
  DWT;     Min 35,000 DWT  5 
   Cargo Transfer
  Rate:
  
  Min 26,000
  bbls/hr through 1 x 16 hoseHelideck:
  
  Rated for
  AS332L2     D value 19.5m  T value 9.3 tonsCranes:
  
  2 x Marine
  Pedestal Cranes SWL 10 tonnes at 30m outreachAccommodation:
  
  Sufficient for
  Operational Crew + 3 spare cabins for Client Reps  6