EX-10.1










DATED 8th December 2005




PETRO-CANADA UK LIMITED




AND




ENDEAVOUR ENERGY UK LIMITED




AGREEMENT FOR SALE AND PURCHASE




OF INTEREST




in respect of




UK Petroleum Production Licence P.219 (Block 16/13a)

and the Enoch Unit Area




1




INDEX

CLAUSES PAGE





	 	1.	 	DEFINITIONS






	 	2.	 	SALE AND PURCHASE OF THE TRANSFERRED INTEREST






	 	3.	 	CONSIDERATION






	 	4.	 	CLOSING






	 	5	 	INDEMNITIES AND ACCOUNTING






	 	6.	 	REPRESENTATIONS AND WARRANTIES






	 	7.	 	OBLIGATIONS UNTIL CLOSING






	 	8.	 	CONFIDENTIALITY






	 	9.	 	NOTICES






	 	10.	 	COSTS, EXPENSES AND DELAYED PAYMENTS






	 	11.	 	TAX






	 	12.	 	AMENDMENT






	 	13.	 	ASSIGNMENT






	 	14.	 	GENERAL






	 	15.	 	TERMINATION






	 	16.	 	GOVERNING LAW





SCHEDULES





	 	A.	 	LICENCE INTEREST DOCUMENTS






	 	B.	 	TRANSFER DOCUMENT






	 	C.	 	TRANSFERRED INTEREST






	 	D.	 	TRANSFERRED INTEREST AREA






	 	E.	 	DATA LIST






	 	F.	 	ALLOCATION OF CONSIDERATION






	 	G.	 	ENOCH PROJECT DEVELOPMENT COSTS





[Exhibits and schedules have been omitted and will be furnished upon request.]

2


THIS
AGREEMENT is made the 8th day of December 2005



BETWEEN:




	 	(1)	 	PETRO-CANADA UK LIMITED, a company registered in England and Wales under company registration
number 00972618 whose registered office is at 1 London Bridge, London SE1 9BG (the “Seller”);
and






	 	(2)	 	ENDEAVOUR ENERGY UK LIMITED, a company registered in England and Wales under company
registration number 05030838 whose registered office is at CityPoint (33rd Floor), One
Ropemaker Street, London EC2Y 9UE (the “Purchaser”).





WHEREAS:





	 	A.	 	The Seller wishes to sell and the Purchaser wishes to purchase the Transferred Interest (as
hereinafter defined) on the terms and conditions set out herein.






	 	B.	 	All necessary consents and approvals for the assignments contemplated herein will be obtained
from the Secretary of State in accordance with Clause 2.3.






	 	 	 	NOW, THEREFORE, IT IS HEREBY AGREED as follows:





1. DEFINITIONS




	 	1.1	 	In this Agreement (including the Recitals and Schedules hereto), the following expressions
shall, except where the context otherwise requires, have the following respective meanings:






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




“Affected Petroleum Agreements” means the documents set out in part 1 of the schedule to
the Execution Deed set out in Schedule B to be entered into on or before Closing in respect
of the Transferred Licence and the Transferred Interest;




“Affiliate” means a subsidiary or the ultimate holding company of that Party or a
subsidiary of such ultimate holding company and for the purposes of such definition
“subsidiary” and “holding company” have the meanings respectively given to them by Section
736 of the Companies Act 1985, as amended by Section 144 of the Companies Act 1989;




“Agreement” means this Agreement including the Recitals and Schedules;




“Block” means a block on the United Kingdom Continental Shelf;




“Block 16/13a JOA” means the Joint Operating Agreement for United Kingdom Petroleum Licence
P.219 dated 7 March 1986 as amended and novated from time to time relating to the carrying
out of operations in respect of Block 16/13a including the Enoch Unit Area;




“Business Day” means a day other than a Saturday or Sunday or bank holiday on which banks
are, or, as the context may require, were generally open for normal business in London;




“Closing” means the completion of the sale and purchase of the Transferred Interest in
accordance with the provisions of this Agreement;




“Closing Date” is defined in Clause 4.1;




“Consequential Loss” means:




(a) losses associated with business interruption; or




	 	(b)	 	loss of bargain, contract, expectation or opportunity, other than any such
loss that arises as a direct result of a breach of the terms of this Agreement; or






	 	(c)	 	all indirect or other consequential losses or damages howsoever arising (but
excluding, for the avoidance of doubt, direct loss of profit),






and which may be claimed or recoverable at common law or in equity, whether pursuant to a
contract, by virtue of any trust or fiduciary duty, in tort (including, without limitation,
negligence), as a consequence of any statutory duty or under any other legal doctrine or
principle whatsoever;




“Consideration” means the consideration for the disposal of the Transferred Interest as set
out in Clause 3;




“Data” means the data as detailed in Schedule E;




“DTI” means the Department of Trade and Industry;




“Effective Date” means the date of this Agreement;




“Enoch Project Development Costs” means as all those costs associated with the development
of the Enoch Unit Area and payable by the Seller pursuant to the Enoch UUOA, as more
specifically set out in Schedule G;




“Enoch Transferred Interest” means the Seller’s entire legal and beneficial right, title
and interest in the Enoch UUOA, that at the date hereof equals, and at Closing shall equal,
an 8% legal and beneficial interest in the Enoch Unit Area;



“Enoch Unit Area” has the meaning ascribed to that term in the Enoch UUOA;




“Enoch UUOA” means the Enoch Unitisation and Unit Operating Agreement dated 18 July 2005;




“Execution Deed” means the Execution Deed inserted as Schedule B the pro forma of which is
annexed to the Master Deed;




“Interim Period” means the period commencing on and including the Effective Date and ending
on and including the Closing Date;




“LIBOR” means the London Interbank Offered Rate for one month United States Dollar deposits
as quoted in the Financial Times on the day in question. In the event that such rate is
not published on the relevant day in the Financial Times, LIBOR shall mean the London
Interbank Offered Rate for one month Unites States Dollar deposits last quoted by Lloyds
TSB Bank plc on the day before the day in question;




“Licence Interest Documents” means the documents specified in Schedule A;




“Licence P.219” means the United Kingdom Petroleum Production Licence No. P.219 covering
Block 16/13 and granted by deed of licence dated 14 August 1972 and any extensions,
amendments, variations or renewals thereof, or substitutions in respect of whole or any
part of such licence in effect at the Closing Date;




“Master Deed” means the agreement developed by, inter alios, the UK Offshore Operators
Association and the Department of Trade and Industry to expedite the transfer of UK
Continental Shelf offshore licence interests and other agreements relating to associated
assets and infrastructure and which introduces a standard pre-emption regime;




“Operator” means the operator under the Block 16/13a JOA or the Enoch UUOA;




“Party” or “Parties” means a party or parties to this Agreement;




“Pounds Sterling” means the lawful currency of the United Kingdom;




“Secretary” means the Secretary of State for Trade and Industry;




“SRA” means scientific research allowance pursuant to section 136 Capital Allowances Act
1990;




“SSTI Consents” means the consents of the Secretary to the transfer of the Transferred
Interest to the Purchaser and to the transactions and the execution of the documents
contemplated in this Agreement;




“Transfer Document” means a document in the form (or substantially in the form) of the
draft set forth in Schedule B;




“Transferred Interest” means the interest to be transferred pursuant to this Agreement as
more particularly described in Schedule C;




“Transferred Interest Area” means the transferred interest area as described in Schedule D;




“Transferred Licence” means Licence P.219;




“UK” means the United Kingdom of Great Britain and Northern Ireland;




“US $” means the lawful currency of the United States of America;




“VAT” means Value Added Tax; and




“Warranties” means the representations and warranties set out in Clause 6 of this
Agreement.




	 	1.2	 	All references to Clauses, Recitals and Schedules are, unless otherwise expressly stated,
references to clauses of and recitals and schedules to this Agreement. The Schedules form part
of this Agreement and shall have the same force and effect as if expressly set out in the body
of this Agreement.






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






	 	1.4	 	Unless the context otherwise requires in this Agreement the singular shall include the plural
and vice versa and a reference to a gender shall include a reference to all genders.






	 	1.5	 	Save for the reference to “subsidiary” and “holding company” in the definition of Affiliate,
any reference to any statute or statutory instrument in this Agreement shall be a reference to
the same as amended, supplemented or re-enacted from time to time.





2. SALE AND PURCHASE OF THE TRANSFERRED INTEREST




	 	2.1	 	Subject to the terms of this Agreement, the Seller shall, with effect from the Effective
Date, sell to the Purchaser with full title guarantee and the Purchaser shall purchase the
Transferred Interest free of all mortgages, charges, pledges, liens, encumbrances or other
security or net profit or royalty interest, other than those arising under the Transferred
Licence and the Licence Interest Documents.






	 	2.2	 	Closing shall be conditional upon:






	 	(a)	 	receipt of the SSTI Consents in a form and substance reasonably satisfactory
to the Parties;






	 	(b)	 	receipt of all necessary consents, approvals, acknowledgements, waivers and
clearances from the relevant parties, other than the Parties, to the Transferred
Licence, the Block 16/13a JOA and the Enoch UUOA to the transactions contemplated by
this Agreement, in form and substance reasonably satisfactory to the Parties; and






	 	(c)	 	the execution of the Transfer Document by all the parties thereto other than
the Parties and the Secretary.






	 	2.3	 	The Parties shall each use their reasonable endeavours:






	 	(a)	 	to obtain all SSTI Consents as may be necessary to effect the transfer of the
Transferred Interest and the execution of the Transfer Document;






	 	(b)	 	to obtain all consents, approvals, acknowledgements, waivers and clearances
referred to in Clause 2.2(b) that may be required to effect the transfer of the
Transferred Interests and the execution of the Transfer Document; and






	 	(c)	 	to procure that all parties to the Transfer Document agree to the form and
content of the same (other than the Seller, Purchaser and the Secretary) execute the
same,






	 	 	 	in each case as soon as reasonably practicable after the date of this Agreement.






	 	2.4	 	Without prejudice to Clause 2.2, each Party undertakes to the other that it will not
unreasonably withhold its consent to amendments, modifications or supplements to the Transfer
Document as may be reasonably required by any of the other parties thereto or the Secretary.






	 	2.5	 	On or before the date of execution of this Agreement:






	 	(a)	 	the Purchaser shall provide the Seller with a copy, certified as a true copy
and in full force and effect, of a power of attorney or board resolution authorising a
person or persons to sign this Agreement on its behalf and authorising execution on
its behalf of all other documents contemplated hereby; and






	 	(b)	 	the Seller shall provide the Purchaser with a copy, certified as a true copy
and in full force and effect, of a power of attorney or board resolution authorising a
person or persons to sign this Agreement on its behalf and authorising execution on
its behalf of all other documents contemplated hereby.






	 	2.6	 	If Closing does not occur on or before 31 March 2006, or such later date as the Parties may
agree, each Party shall be entitled to terminate this Agreement by notice to the other. Upon
such termination, each Party shall bear its own costs in connection with this Agreement and
the matters contemplated herein and neither Party shall have any liability under this
Agreement to the other Party, save for its obligations set out in Clause 8 and save for any
liability for any breach of its obligations under Clause 2.3 or Clause 2.4.





3. CONSIDERATION




	 	3.1	 	The consideration for the disposal of the Transferred Interest shall be the payment by the
Purchaser to the Seller at Closing of ten million United States Dollars (US$ 10,000,000)
together with interest in accordance with Clause 3.2, adjusted in accordance with Clauses 5
and 6 and exclusive of any VAT which may be chargeable (the “Consideration”) and the Seller
and the Purchaser agree that the allocation as set out in Schedule F is a just and reasonable
apportionment of the Consideration.






	 	3.2	 	Any interest payable will be calculated on a daily basis from and including the Effective
Date up to and including Closing at a rate per annum equal to LIBOR.





4. CLOSING




	 	4.1	 	Unless otherwise mutually agreed to the contrary, and subject to Clause 2.6, Closing shall
take place at the Seller’s registered office on a day mutually acceptable to the Parties as
soon as reasonably practicable (but in any event unless otherwise agreed, not more than (10)
Business Days) following the day on which the conditions precedent specified in Clause 2.2 are
satisfied (the “Closing Date”).






	 	4.2	 	At Closing:






	 	(a)	 	the Purchaser shall pay to the Seller the Consideration as specified in
Clause 3 by means of telegraphic transfer to the Seller’s bank account (details of
which will be supplied in writing to the Purchaser by the Seller not less than five
(5) Business Days prior to the Closing Date) no later than 1500 hours BST on the
Closing Date;






	 	(b)	 	the Seller shall deliver to the Purchaser (if the same shall not have been
delivered to the Purchaser prior to the Closing Date):






	 	(i)	 	the Transfer Document, duly executed by all the parties
thereto other than the Secretary and the Parties;






	 	(ii)	 	copies of the SSTI Consents; and






	 	(iii)	 	copies of other relevant consents, approvals, confirmations
or waivers, if any, referred to in Clauses 2.2(b) and 2.2(c) and obtained by
or on behalf of the Seller;






	 	(c)	 	the Parties shall each execute the Transfer Document.






	 	4.3	 	Each Party, as applicable, shall execute all such other documents, including those
contemplated by the Master Deed as it would apply to the transfers envisaged herein, and do
all such acts and things as may reasonably be required in order to effect the transfer of the
Transferred Interest to the Purchaser and otherwise carry out the intent of this Agreement.






	 	4.4	 	To the extent that the same is not already in the possession of the Purchaser, the Seller
shall make available to the Purchaser within thirty (30) Business Days following the Closing
Date all copies (and originals where available) of the Data and all copies (and originals
where available) of the Licence Interest Documents.






	 	4.5	 	In the event that either Party fails to comply with the provisions of Clause 2.3 or this
Clause 4 so that Closing does not take place, the Parties hereby agree that the remedy of
specific performance will be available so that either Party may compel the other to effect
Closing. For the avoidance of doubt, the availability of specific performance does not
preclude either Party from seeking any other remedy available under common law.





	 	 	 	 	 
	5	 	INDEMNITIES AND ACCOUNTING
	5.1

	 	(a)
	 	Save as provided in Clause 5.2(b), the

Seller shall be responsible for and

shall indemnify and hold the Purchaser

harmless from and against all costs,

claims, charges, expenses, payments,

losses, damages, fines, penalties,

judgments, obligations and liabilities

(including, without limitation, any

expenditure under the Block 16/13a JOA)

relating to the Transferred Interest

which were incurred in or relate to the

period before the Effective Date.







	 	(b)	 	All receipts, income and benefits attributable to the Transferred Interest
arising in or relating to the period before the Effective Date shall accrue to the
Seller.





	 	 	 	 	 
	 	 	All amounts within this Clause 5.1 shall be exclusive of VAT and

	 
	 	 	 	 
	 	 	shall be reduced by 40%. This reduction shall be made before the

	 
	 	 	 	 
	 	 	calculation of interest in accordance with Clause 5.4.

	 
	 	 	 	 
	5.2

	 	(a)
	 	Without prejudice to any claims

the Purchaser may have under

Clauses 6 or 7, the Purchaser

shall be responsible for and

shall indemnify and hold the

Seller harmless from and against

all costs, claims, charges,

expenses, payments, losses,

damages, fines, penalties,

judgments, obligations and

liabilities (including, without

limitation, any expenditure

under the Block 16/13a JOA or

Enoch Project Development Costs)

relating to the Transferred

Interest which were incurred in

or relate to the period on or

after the Effective Date.







	 	(b)	 	Without prejudice to any claims the Purchaser may have under Clauses 6 or 7,
the Purchaser shall be responsible for and shall reimburse to the Seller in accordance
with Clause 5.4 all Enoch Project Development Costs paid by the Seller in relation to
the period up to and including the Effective Date, provided, however, that in relation
to the period up to and including 31 October 2005 such reimbursement by the Purchaser
shall be limited to the amounts set forth for such period in Schedule G.






	 	(c)	 	All receipts, income and benefits attributable to the Transferred Interest
arising in or relating to the period on and after the Effective Date shall accrue to
the Purchaser.






All amounts within this Clause 5.2 shall be exclusive of VAT and shall be reduced by 40%.
This reduction shall be made before the calculation of interest in accordance with Clause
5.4.




	 	5.3	 	Notwithstanding the foregoing provisions of this Clause 5 but subject to Clause 6, the
Purchaser shall be liable for all costs, claims, charges, expenses, payments, losses, damages,
fines, penalties, judgments, obligations and liabilities in respect of abandonment and
decommissioning and environmental obligations whether arising before, on or after the
Effective Date in relation to the Transferred Interest





	 	 	 	 	 
	and shall indemnify and hold the Seller harmless against the same without limit

	 
	 	 	 	 
	in time or value.

5.4

	 	

(a)
	 	

Without prejudice to the

generality of Clauses 5.1 and

5.2, the Seller shall keep an

account of and prepare a

statement setting out any

amounts payable by either Party

under Clauses 5.1 and 5.2 up to

and including the Closing Date

and showing a net credit or

debit balance (plus interest as

provided in this Clause 5.4(a))

as at the Closing Date (the

“Statement”). With respect to

Enoch Project Development Costs

to be reimbursed under Clause

5.2(b) in relation to the period

prior to 31 October 2005, the

amounts shown in the Statement

shall be in accordance with the

amounts shown in Schedule G for

such period. The Seller shall

give the Statement to the

Purchaser within ten (10)

Business Days after the end of

the month in which the Closing

Date occurs. The Seller shall

also provide to the Purchaser

copies of such supporting

documentation as is available

and reasonably required by the

Purchaser pursuant to an audit

demand. In respect of Enoch

Project Development Costs to be

reimbursed under Clause 5.2(b),

interest will be due on the

amount of such costs to be

reimbursed for each month in the

period up to the Closing Date,

such interest to be calculated

on a daily basis from and

including the last day of each

such month up to and including

the date of issue of the

Statement, at a rate per annum

equal to LIBOR (on the last day

of each such month).







	 	(b)	 	Any interest charged pursuant to the provisions of this Agreement is
anticipated to be and shall be treated as short interest and no deduction shall be
made therefrom. Notwithstanding this, if tax is required by law to be deducted from
such amount, the Party making such payments shall be entitled to make such deduction,
and account for the same to the Inland Revenue and shall deliver within thirty (30)
days after it has done so a certificate of deduction to the Party receiving the
interest.






	 	5.5	 	Subject to Clauses 5.7 and 5.8, the Purchaser shall pay to the Seller the net debit balance
or the Seller shall pay to the Purchaser the net credit balance, as the case may be, detailed
in the Statement (as varied by any adjustment agreed between the Seller and the Purchaser)
including interest as provided in Clause 5.4 which payment shall be made within ten (10)
Business Days from the date of issue of the Statement.






	 	5.6.	 	Payments of sums due pursuant to Clause 5.5 shall be paid by means of telegraphic transfer to
the Seller’s bank account (details of which will be supplied in accordance with Clause 4.2) or
to the Purchaser’s bank account (details of which will be supplied in writing by the Purchaser
to the Seller not less than five (5) Business Days following the date of issue of the
Statement if the Statement provides for a payment to the Purchaser). All amounts to be paid
or reimbursed in accordance with Clauses 5.1 and 5.2, to the extent the same have not been
taken into account in the Statement, shall be paid or reimbursed within twenty (20) Business
Days of receipt thereof, or notification that a liability has arisen, to the Seller’s bank
account or the Purchaser’s bank account, as the case may be, and any amounts paid or
reimbursed pursuant to this Clause 5 shall, for the avoidance of doubt, be treated as
adjustments to the Consideration.






	 	5.7	 	To the extent that the Seller and the Purchaser cannot agree any item set forth in the
Statement or any matter to which the Statement relates, the same shall be referred for
determination to an independent firm of chartered accountants acting as experts and not as
arbitrators. Such firm shall be nominated by the Parties within two (2) weeks of written
notice by either of them that the dispute exists. Failing agreement on such nomination, such
firm shall be nominated on the application of the Parties by the President for the time being
of the Institute of Chartered Accountants in England and Wales. The fees of any such
independent firm of chartered accountants shall be borne one-half by the Seller and one-half
by the Purchaser. The decision of the expert shall be final and binding save in the event of
fraud or manifest error and shall be made within sixty (60) days of such appointment.






	 	5.8	 	If an adjustment to the Statement is required by the decision of the chartered accountants
appointed pursuant to Clause 5.7 the amount by which any adjustment exceeds or is less than
the sum set out in the Statement and settled pursuant to Clause 5.5 shall be paid or repaid,
as the case may be, within ten (10) Business Days of the agreement of or decision to make such
adjustment, plus interest from the date of issue of the Statement to the date when payment is
made at the rate of LIBOR (on the date of issue of the Statement).






	 	5.9	 	All calculations and allocations of liability to be made pursuant to this Clause 5 shall be
made in accordance with the Accrual Basis of Accounting and such other accounting principles
generally accepted in the United Kingdom at the date hereof. For the avoidance of doubt, but
subject to Clause 5.2(a), the Purchaser shall be liable for the payment of licence fees in
accordance with the terms of the Transferred Licence with effect from the Effective Date. For
the avoidance of doubt the Statement shall set out amounts outstanding in Pounds Sterling, US
Dollars or other currency as appropriate.





6. REPRESENTATIONS AND WARRANTIES




	 	6.1	 	Subject to the provisions of this Clause 6, at the date hereof and at the Closing Date (by
reference to the facts and circumstances existing at such time) the Seller represents and
warrants to the Purchaser that each of the following statements is true and accurate:






	 	(a)	 	it is a licensee of the Transferred Licence and owns the whole of the legal
and beneficial interest in the Transferred Interest and all property, rights and
interests attributable thereto under the Licence Interest Documents, with the right to
transfer and assign the same to the Purchaser, subject to the consent of the Secretary
and the provisions of the Licence Interest Documents;






	 	(b)	 	no mortgage, charge (whether fixed or floating), pledge, lien, encumbrance or
other security or net profit or royalty interest or third party rights has been
created over the Transferred Interest other than those arising under the Licence
Interest Documents and this Agreement and it is not a party to any agreement to give
or create any of the same;






	 	(c)	 	it has not committed any material breach of nor is it in default in any
material respect under any of its obligations under the Licence Interest Documents
(including with respect to the payment of cash calls thereunder) nor has it received
notice that any breach has been committed nor, to the best of its knowledge, is any
party in default under any of the terms and conditions of the Licence Interest
Documents which breach or default is of a material nature and is subsisting at the
date hereof;






	 	(d)	 	the Transferred Licence and all of the rights and interests thereunder or
deriving therefrom are in full force and effect; and no act or omission of it, or so
far as it is aware of any other party to the Transferred Licence, has occurred which
would or might entitle the Secretary to revoke the Transferred Licence; and no notice
has been given to it or so far as it is aware to any other party to the Transferred
Licence, by the Secretary of any intention to revoke the Transferred Licence; and
there has been no change in its control which may give rise to the right of the
Secretary to revoke the Transferred Licence; and the Transferred Licence is not in the
course of being surrendered in whole or in part;






	 	(e)	 	to the best of its knowledge all obligations and liabilities arising from the
Transferred Licence insofar as they relate to the Transferred Interest (including
without limitation work obligations) have been duly fulfilled and the Secretary has
not given any notice to it of his intention to require further work to be conducted
(whether in relation to exploration, development or otherwise) or to call for
submission of or impose a development plan;






	 	(f)	 	it is not a party to any litigation or arbitration or administrative
proceedings or judgment or to any dispute in relation to, and which are to the best of
its knowledge likely to materially prejudice or endanger in any manner, the relevant
Transferred Interest and to the best of its knowledge it is not aware that any such
litigation or arbitration or administrative proceedings are threatened or pending
against it and there are no facts known to the Seller which are likely to give rise to
any claim or dispute which is likely to prejudice or detrimentally effect in any
material manner the Transferred Interest;






	 	(g)	 	it is duly incorporated with limited liability and validly existing under the
laws of England and has its central management and control within some part of the
United Kingdom;






	 	(h)	 	the documents which contain or establish its constitution incorporate
provisions which authorise, and all necessary corporate action has been taken to
authorise, it to execute and deliver this Agreement and perform the transactions
contemplated by this Agreement;






	 	(i)	 	the signing and delivery of this Agreement and the performance of the
transactions contemplated by this Agreement will not contravene or constitute a
default under any provision contained in any agreement, instrument, law, judgment,
order, licence, permit or consent by which it or any of its assets are bound or
affected and which would materially and adversely affect the Transferred Interest;






	 	(j)	 	there are no insolvency, reorganisation or receivership proceedings (or
equivalent proceedings in other jurisdictions) pending or to the best of its knowledge
threatened against it which would materially and adversely affect its ability to
observe or perform its obligations under this Agreement and the transactions
contemplated hereby;






	 	(k)	 	to the best of its knowledge no event has occurred which constitutes or which
with the giving of notice and/or the lapse of time and/or a relevant determination
would constitute a contravention of, or default under, any agreement or instrument by
which it or any of its assets is bound or affected, being a contravention or default
which would have a material adverse effect on the business, assets or condition of it
and which would materially and adversely affect its ability to observe or perform its
obligations under this Agreement and the transactions contemplated hereby;






	 	(l)	 	to the best of its knowledge none of the current licensees of the Transferred
Licence or the current parties to the Block 16/13a JOA has given any notice of
withdrawal from the Transferred Licence or the Block 16/13a JOA;






	 	(m)	 	the Seller has provided to the Purchaser complete and accurate copies of the
Licence Interest Documents and, so far as the Seller is aware, the Licence Interest
Documents are the only material documents which govern or relate to the creation,
existence and validity of the Transferred Interest, and the Seller is not a party to
any material agreement, arrangement or undertaking with respect to or in connection
with the Transferred Interest save for the Licence Interest Documents, and the Licence
Interest Documents (and the Seller’s rights, benefits and obligations deriving
therefrom) are in full force and effect;






	 	(n)	 	the Seller has provided to the Purchaser complete and accurate copies of the
Data;






	 	(o)	 	the Licence Interest Documents and the Data together include all material
agreements, correspondence and other documents and material data and information in
the Seller’s ownership or possession or under its control or to which it is entitled
pursuant to the Licence Interest Documents relating to the Transferred Interest
(including (a) geoscientific, seismic and engineering data and logs, (b) complete and
accurate copies of any work programmes and budgets that have been approved and are
current pursuant to, or that are at the date hereof are under consideration by the
parties to, the Block 16/13a JOA or the Enoch UUOA, and (c) complete and accurate
copies of any approved or proposed development plan with respect to the Enoch Unit
Area);






	 	(p)	 	so far as the Seller is aware, there has been no incident giving rise to
material pollution, material contamination or material environmental damage in respect
of any of the property underlying the Transferred Interest;






	 	(q)	 	so far as the Seller is aware, all wells which have been drilled in Block
16/13a or in the Enoch Unit Area have been plugged and abandoned or suspended in
accordance with good oilfield practice and with the terms of the Transferred Licence
and applicable regulations;






	 	(r)	 	so far as the Seller is aware, the Transferred Interest is subject to such
insurance as is consistent with good oilfield practice and the relevant insurance
policies are in full force and effect; and






	 	(s)	 	so far as the Seller is aware, the Operator has obtained all consents,
approvals and permits necessary for the carrying out of operations under the
Transferred Licences.;






	 	(t)	 	no redetermination is in progress under the Enoch UUOA, nor is the Seller
aware of any proposal to carry out any such redetermination other than in accordance
with the terms of the Enoch UUOA;






	 	(u)	 	no sole risk or non-consent operations have been formally proposed or carried
out by the Seller or by any of the other parties to the Licence Interest Document and
the Seller is not aware of any proposal to conduct such operations;






	 	(v)	 	the Seller has no obligation to make payment in excess of its percentage
interest under the Licence Interest Documents, save as expressly provided under the
terms thereof; and






	 	(w)	 	in relation to the Transferred Interest, expenditure eligible for SRA has
been incurred by the Seller prior to the date hereof of not less than £1,430,000.






	 	6.2	 	(a) The Purchaser shall not be entitled to claim that any fact or matter constitutes a breach
of the Seller’s Warranties to the extent that such fact or matter is referred to in this
Agreement, in the Licence Interest Documents or is known or should reasonably have been known
to the Purchaser as a result of the Purchaser’s examination of the Licence Interest Documents
on the basis that such fact or matter was expressly referred to therein or has otherwise been
disclosed in writing by the Seller to the Purchaser prior to the date hereof.






	 	(b)	 	The Purchaser confirms and acknowledges that, in entering into or carrying
out this Agreement and the transactions contemplated thereby, it has not relied upon
any representation, warranty, statement, opinion or information made or communicated
(whether oral, written, express or implied by law or through a course of dealings or
conduct) to it by the Seller or its representatives, save as and only to the extent
expressly set out in Clause 6.1.






	 	(c)	 	If a claim by the Purchaser under the Seller’s Warranties or any other
provision of this Agreement arises as a result of or in connection with a claim or
liability to a third party, such claim or liability to the third party shall not be
compromised or settled without the consent of the Seller, which shall not be
unreasonably withheld or delayed, and the Seller shall be entitled, without prejudice
to any claim or alleged claim, at its own expense and in its absolute discretion to
take such action as it deems necessary to avoid dispute, resist appeal, compromise or
contest such claim or liability for which purpose the Purchaser will give all such
information and assistance (including, subject to any confidentiality obligations
binding on the Purchaser, access to any relevant books and records in its possession)
as may be reasonably requested by the Seller provided that the Seller shall indemnify
and keep indemnified the Purchaser from and against any cost, liability, loss or
detriment occasioned by the exercise by the Seller of such rights






	 	(d)	 	Subject to Clause 6.2(c), where the Purchaser has or may have a claim against
a third party in relation to any matter which may give rise to a claim under the
Seller’s Warranties or any other provision of this Agreement, the Purchaser shall use
its reasonable endeavours to recover any amounts from such third party and the
Purchaser shall inform and consult with the Seller in respect of the prosecution of
such claim, and the Purchaser shall be indemnified and kept indemnified by the Seller
to the Purchaser’s reasonable satisfaction from and against any costs or liabilities
incurred by it in so doing, and shall forthwith upon such recovery pay the Seller the
amount so recovered (net of reasonable costs of recovery) up to the amount paid by the
Seller under the Sellers’ Warranties in respect of such claim.






	 	6.3	 	Subject to the provisions of this Clause 6 the Purchaser hereby represents and warrants to
the Seller as follows:






	 	(a)	 	it is duly incorporated with limited liability and validly existing under the
laws of England and has its central management and control within some part of the
United Kingdom;






	 	(b)	 	the documents which contain or establish its constitution incorporate
provisions which authorise, and all necessary corporate action has been taken to
authorise, it to execute and deliver this Agreement and perform the transactions
contemplated by this Agreement;






	 	(c)	 	the signing and delivery of this Agreement and the performance of the
transactions contemplated by this Agreement, will not contravene or constitute a
default under any provision contained in any agreement, instrument, law, judgment,
order, licence, permit or consent by which it or any of its assets are bound or
affected and which would materially and adversely affect the completion of the
transactions contemplated by this Agreement;






	 	(d)	 	to the best of its knowledge no event has occurred which constitutes or which
with the giving of notice and/or the lapse of time and/or a relevant determination
would constitute a contravention of, or default under, any agreement or instrument by
which it or any of its assets is bound or affected, being a contravention or default
which would have a material adverse effect on the business, assets or condition of it
and which would materially and adversely affect its ability to observe or perform its
obligations under this Agreement and the transactions contemplated hereby;






	 	(e)	 	it is not a party to any litigation or arbitration or administrative
proceedings or judgment or to any dispute and there is no threatened or pending
litigation, arbitration or administrative proceedings or dispute against it which in
either case might have a material and adverse effect on its business, assets or
condition and which would materially and adversely affect its ability to observe and
perform its obligations under and the transactions contemplated by this Agreement; and






	 	(f)	 	there are no insolvency, reorganisation or receivership proceedings (or any
equivalent proceedings in other jurisdictions) pending or to the best of its knowledge
threatened against it and which would materially and adversely affect its ability to
observe or perform its obligations under this Agreement and the transactions
contemplated hereby.






	 	6.4	 	(a) The Seller shall not be entitled to claim that any fact or matter constitutes a breach of
the Purchasers’ Warranties to the extent that such fact or matter is known, or should
reasonably be known by the Seller prior to the date hereof or is referred to in this
Agreement.






	 	(b)	 	The Seller confirms and acknowledges that, in entering into or carrying out
this Agreement and the transactions contemplated thereby, it has not relied upon any
representation, warranty, statement, opinion or information made or communicated
(whether oral, written, express or implied by law or through a course of dealings or
conduct) to it by the Purchaser and its representatives, save as and only to the
extent expressly set out in Clause 6.3.






	 	(c)	 	If a claim made by the Seller under the Warranties set out in Clause 6.3 or
any other provision of this Agreement arises as a result of or in connection with a
claim by or liability to a third party, such claim or liability to the third party
shall not be compromised or settled without the consent of the Purchaser, which shall
not be unreasonably withheld or delayed, and the Purchaser shall be entitled, without
prejudice to any claim or alleged claim, at its own expense and in its absolute
discretion to take such action as it deems necessary to avoid dispute, resist appeal,
compromise or contest such claim or liability for which purpose the Seller will give
all such information and assistance (including, subject to any confidentiality
obligations binding on the Seller, access to any relevant books and records in its
possession) as may be reasonably requested by the Purchaser provided that the
Purchaser shall indemnify and keep indemnified the Seller from and against any cost,
liability, loss or detriment occasioned by the exercise by the Purchaser of such
rights.






	 	(d)	 	Subject to Clause 6.4 (c) where the Seller has or may have a claim against a
third party in relation to any matter which may give rise to a claim under the
Purchasers’ Warranties or any other provision of this Agreement, the Seller shall use
its reasonable endeavours to recover any amounts from such third party and the Seller
shall inform and consult with the Purchaser in respect of the prosecution of such
claim, and the Seller shall be indemnified and kept indemnified by the Purchaser to
the Seller’s reasonable satisfaction from and against any costs or liabilities
incurred by it in so doing, and shall forthwith upon such recovery pay the Purchaser
the amount so recovered (net of reasonable costs of recovery) up to the amount paid by
the Purchaser under the Purchasers’ Warranties in respect of such claim.






	 	6.5	 	In Clauses 6.1 and 6.3 the phrases “so far as it is aware” or “to the best of its knowledge”
or any other similar expression shall mean that the statement is deemed to have been made
after all reasonable enquiry in the context of the sale and purchase of the Transferred
Interest of those employees of the Seller or the Purchaser as the case may be who have direct
responsibility for the subject matter concerned and might reasonably be expected to be in
possession of information or have knowledge relevant to the subject matter concerned (and no
other persons).






	 	6.6	 	Save in the case of fraud and wilful non-disclosure, the Seller shall not be liable for any
claim in relation to breach of the Warranties or any other provision of this Agreement (other
than any claim made under Clause 5) unless it shall have received from the Purchaser as soon
as is reasonable after the Purchaser becomes aware of the same written notice containing
reasonable details of the relevant claim including the Purchaser’s estimate of the amount of
the claim (if this is reasonably practicable) and in any event such notice is to be received
on or before twenty four (24) months from the Closing Date.






	 	6.7	 	Save in the case of fraud and wilful non-disclosure, the Purchaser shall not be liable for
any claim in relation to breach of the Warranties or any other provision of this Agreement
(other than any claim made under Clause 5) unless it shall have received from the Seller as
soon as is reasonable after they have become aware of the same written notice containing
reasonable details of the relevant claim including the Seller’s estimate of the amount of the
claim (if this is reasonably practicable) and in any event such notice is to be received on or
before twenty four (24) months from the Closing Date.






	 	6.8	 	Save in the case of fraud and wilful non-disclosure:






	 	(a)	 	Except for any claim made under Clause 5, the aggregate maximum liability of
each of the Seller and the Purchaser in respect of all claims (whether relating to
breach of warranty, representation or otherwise) relating to the subject matter of
this Agreement shall be an amount equal to the Consideration as specified in Clause 3.






	 	(b)	 	Except for any claim made under Clause 5, neither the Purchaser nor the
Seller shall be entitled to recover in respect of any claim (whether relating to
breach of warranty, representation or otherwise) relating to the subject matter of
this Agreement if either the amount of the individual claim would be less than one
hundred thousand United States Dollars (US$100,000) or the aggregate liability for all
its claims would be less than five hundred thousand United States Dollars
(US$500,000). For the avoidance of doubt, if the aggregate liability for all of a
Party’s claim or claims exceeds five hundred thousand United States Dollars
(US$500,000) then such Party shall be entitled to recover the whole of its claim or
claims and not just the excess.






	 	6.9	 	Save in the case of fraud and wilful non-disclosure the remedy for any claim by a Party for
breach of warranty, representation or any other provision of this Agreement shall be limited
to damages and such Party shall not be entitled to any other form of remedy including, but not
limited to, rescission.






	 	6.10	 	No Party shall under any circumstances be liable to the other Party under, arising out of or
in any way connected with this Agreement or the Transfer Document for any Consequential
Losses.






	 	6.11	 	Any amounts payable pursuant to this Clause 6 shall, for the avoidance of doubt, be treated
as an adjustment to the Consideration.





7. OBLIGATIONS UNTIL CLOSING




	 	7.1	 	From the date of execution of this Agreement until the Closing Date, the Seller shall
continue to carry on its activities in relation to the Transferred Interest in the ordinary
and usual course of business and in accordance with good oil and gas field and industry
practice and in compliance with decisions made in accordance with the Block 16/13a JOA and the
Enoch UUOA, so as to protect and maintain the Transferred Interest to the extent it is
reasonably able to do so, having regard to the provisions of the Licence Interest Documents,
and without prejudice to the foregoing generality, shall:






	 	(a)	 	co-operate with the Purchaser so as to ensure an efficient handover of the
Transferred Interest on the Closing Date;






	 	(b)	 	not enter into or amend any joint operating agreements or other agreements in
respect of the Transferred Interest;






	 	(c)	 	not propose, approve or participate in any sole risk operations in respect of
the Transferred Interest or exercise any right of non-consent;






	 	(d)	 	save as contemplated by this Agreement or otherwise as expressly agreed in
writing with the Purchaser, not amend, novate, assign, relinquish nor supplement the
Licence Interest Documents or waive or agree to waive any of its rights thereunder;






	 	(e)	 	promptly provide the Purchaser with copies of all notices and other material
information provided by the Operator in relation to the Transferred Interest and,
where requested by the Purchaser, review with the Purchaser matters arising therefrom;






	 	(f)	 	keep the Purchaser informed of any material non-routine matters affecting the
Transferred Interest;






	 	(g)	 	as soon as reasonably practicable provide the Purchaser with details of any
matter relating to or affecting the Transferred Interest on which it is entitled to
vote (a “Voting Matter”) and, prior to exercising its vote on the Voting Matter,
consult (to the extent reasonably practicable) with the Purchaser as to how to
exercise its vote and if the Seller and the Purchaser are unable to agree within a
reasonable time on how the Seller should vote, the Seller shall vote to maintain the
status quo to the extent that it is able;






	 	(h)	 	disclose to the Purchaser as soon as reasonably practicable in writing any
matter arising or coming to its attention which would result in any of its Warranties
not being true or correct either at the date of execution of this Agreement or at the
Closing Date (provided that such disclosure shall not affect the Seller’s liability
with respect to any such Warranty);






	 	(i)	 	not sell, trade, relinquish, surrender, pledge, charge or encumber any part
of the Transferred Interest or agree to do any of the foregoing;






	 	(j)	 	maintain and renew all existing polices of insurance relating to the
Transferred Interest and not to vary the terms thereof without the written consent of
the Purchaser and make all claims in respect of such insurance cover when an event
occurs for which insurance cover has been taken out by the Seller relating to the
Transferred Interest; and






	 	(i)	 	not to vary the terms thereof without the written consent of
the Purchaser;






	 	(ii)	 	make all the claims promptly in respect of such insurance
cover if an event occurs for which insurance cover has been taken out and
pursue claims and apply any insurance proceeds received to pay any cash call
issued under the Block 16/13a JOA or the Enoch UUOA in respect of any loss,
damage or liability incurred;






	 	(iii)	 	disclose details of all insurance taken out by the Seller
relating to the Transferred Interest; and






	 	(iv)	 	forthwith upon execution of this Agreement, use its
reasonable endeavours to have the Purchaser noted on the insurance policy as
an additional named assured in respect of insured risks in relation to the
Transferred Interest on and from the date hereof up to and including the
Closing Date and, to the extent possible, promptly provide the Purchaser with
certificates and details of the foregoing as the Purchaser shall reasonably
request;






	 	(k)	 	settle all liabilities arising during the Interim Period which are accounted
for under Clause 5 even if settlement occurs after the Closing Date;






	 	(l)	 	carry on its business in relation to the Transferred Interest on a consistent
basis using the same accounting and cost bases in place prior to the Effective Date;






	 	(m)	 	(having notified the Purchaser in advance of the subject matter thereof) not
take any action in relation to any material decision in connection with the
Transferred Interest without the Purchaser’s written consent;






	 	(n)	 	not breach in any material respect any of the provisions of the Licence
Interest Documents (and notify the Purchaser in a timely manner of any facts or
circumstances of which it is aware which indicate that there has been such a material
breach by another party or that such a material breach by the Seller has occurred) and
to meet all costs, liabilities, obligations and expenditures and receive all income
relating to the Transferred Interest;






	 	(o)	 	not approve any work programme, budget, expenditure or capital commitment or
any amendment of any such work programme, budget, expenditure or capital commitment
relating to the Transferred Interest, other than:






	 	(i)	 	any such expenditure in respect of which the Purchaser has
given its prior written approval (such approval not to be unreasonably
withheld);






	 	(ii)	 	any such expenditure covered by any budget approved prior to
the date of this Agreement and disclosed to the Purchaser.






	 	(p)	 	notify the Purchaser promptly of any claim, legal proceedings, arbitration or
expert determination to which the Seller is a party made or instituted in connection
with the Transferred Interest; and






	 	(q)	 	as soon as reasonably practicable after the date hereof, use all reasonable
efforts to obtain the consent of the Operator for the Purchaser to attend all relevant
meetings held under the Block 16/13a JOA or the Enoch UUOA as an observer.





8. CONFIDENTIALITY




	 	8.1	 	No Party nor any Affiliate shall, without the prior written consent of the other Party, issue
or make any public announcement or statement regarding this Agreement or any matter the
subject of this Agreement, unless it is necessary for that Party or its Affiliate to make such
public announcement or statement in order to comply with a statutory obligation, an obligation
to include information in published or audited accounts, or with the requirement of a
competent government agency or other regulatory body, or a recognised stock exchange on which
that Party or such Affiliate has its shares listed or an unlisted securities market in which
its shares are dealt or the Securities and Exchange Commission of the United States of
America, in which event a copy of the same shall be furnished to the other Party as soon as
practicable, and if possible prior to publication, and such announcement or statement shall be
limited to the minimum so required.






	 	8.2	 	The terms of this Agreement shall, subject to Clause 8.1, be held confidential by the Parties
during the continuance of this Agreement and shall not be divulged in any way to any third
party without the prior written approval of the other Party provided that a Party may, without
such approval, disclose the terms of this Agreement:






	 	(a)	 	to any Affiliate of a Party (provided that the disclosing Party remains
liable for any breach of confidentiality by such Affiliate);






	 	(b)	 	to any outside professional consultants or other professional advisers
consulted in connection with the terms of this Agreement (including any expert
appointed pursuant to Clause 5.7) upon obtaining a similar undertaking of
confidentiality from such consultants or advisers;






	 	(c)	 	to the extent that a Party is required to disclose the same pursuant to any
applicable law or order of any court of competent jurisdiction acting in pursuance of
its powers or pursuant to any rules or requests from any regulatory authority, stock
exchange or the Securities and Exchange Commission of the United States of America;






	 	(d)	 	to any regulatory authority where reasonably required to obtain any necessary
approvals or permissions regarding development of any area relevant to the Transferred
Interest; and






	 	(e)	 	to the extent that the terms of this Agreement become public knowledge or for
any other reason cease to be confidential otherwise than through breach of this Clause
8.





9. NOTICES




	 	9.1	 	Any notice or other communication under or in connection with this Agreement shall be in
writing and signed by or on behalf of the Party giving it and may be served by delivering it
by hand to an authorised representative of the Party to be served or sending it by facsimile
or prepaid first class post to the address and for the attention of the relevant Party set out
in Clause 9.3 (or as otherwise notified from time to time hereunder by notice in writing to
the other Party).






	 	9.2	 	Any notice so served by hand, facsimile or post shall be deemed to have been received:






	 	(a)	 	in the case of facsimile at 10.00 hours GMT on the Business Day next
following the date of receipt provided that any notice sent by facsimile shall be
confirmed by letter sent immediately by hand or first class post and shall not be
validly given to the extent of any discrepancy between the facsimile and the letter
(which letter shall prevail in the event of any discrepancy);






	 	(b)	 	in the case of first class post, forty-eight (48) hours from the date of
posting (or, if such day is not a Business Day, the next Business Day) and if
delivered by hand, when receipt is acknowledged at the relevant address set out in
Clause 9.3.





	 	 	 	 	 
	9.3	 	The addresses of the Parties for the purpose of Clause 9.1 are as follows:

	 
	 	 	 	 
	
 
	 	PETRO-CANADA UK LIMITED

1 London Bridge

London

SE1 9BG
	 	







	 
	 	 	 	 
	
 
	 	Fax:

Attn:
	 	020 7105 6202

Manager Exploration NW Europe






	 	 	 
	ENDEAVOUR ENERGY UK LIMITED
	114 St Martin’s Lane

London

WC2N 4BE

Fax:

Attn:

With a copy to:

	 	





020 7451 1610

Iain Patrick, Director-Commercial



	Fax:

Attn:

	 	+1 713 307 8783

Don Teague, General Counsel






10. COSTS, EXPENSES AND DELAYED PAYMENTS




	 	10.1	 	The Seller and the Purchaser shall each pay its and its Affiliates’ own costs and expenses in
relation to the preparation and execution of this Agreement and the documents contemplated
hereby or executed pursuant hereto and any associated costs relating to marketing or the due
diligence process.






	 	10.2	 	Without prejudice to any other rights hereunder and except as otherwise provided in this
Agreement, if any amount payable hereunder is not paid when due, the defaulting Party shall
pay interest on such amount from the due date of payment (after as well as before judgment) at
a rate equal to three per cent. (3%) above LIBOR at the due date.





11. TAX




	 	11.1	 	The Seller confirms that it is registered for VAT in the UK. The Purchaser confirms that it
is registered for VAT in the UK and that it intends to use the assets acquired for its own
trade of exploration/exploitation.






	 	11.2	 	The Parties confirm that the Transferred Interest is capable of separate operation as a going
concern and that, irrespective of any other relieving provisions which might exempt from or
reduce the charge to VAT, the provisions of Article 5 of the Value Added Tax (Special
Provisions) Order 1995 apply so that the assignment of the Transferred Interest is neither a
supply of goods nor a supply of services for VAT purposes.






	 	11.3	 	Notwithstanding that the Parties believe that the sale hereunder is a transaction which is
outside the scope of VAT by virtue of the Value Added Tax (Special Provisions) Order 1995, in
the event that the Seller is advised in writing by HM Customs and Excise, after full
disclosure of all material facts, that the transaction is subject to VAT, and if called upon
to do so by the Seller, the Purchaser undertakes to pay the Seller on presentation of a VAT
invoice any amounts properly due in respect of VAT set out in such invoice within thirty (30)
days of demand.






	 	11.4	 	The Parties agree that the Seller shall make an application to the Commissioners of Customs
and Excise for the purposes specified in Section 49(1)(b) of the Value Added Tax Act 1994 to
enable the records relating to the relevant Transferred Interest which under paragraph 6 of
Schedule 11 of the Value Added Tax Act 1994 have been maintained by the Seller to be preserved
by the Seller notwithstanding the provisions of the said section. The Seller covenants to
retain such records as required by paragraph 6 of Schedule 11 of the Value Added Tax Act 1994
and undertakes to produce such records to HM Customs and Excise on demand.






	 	11.5	 	Seller shall hold harmless and indemnify Purchaser in respect of any amounts paid by
Purchaser pursuant to any notice under Paragraph 4 of Schedule 15 of Finance Act 1973 received
by Purchaser in relation to the Transferred Interest prior to the Effective Date.






	 	11.6	 	The Parties will present their returns for taxation according to the allocation of the
Consideration in Clause 3 and Schedule F of this Agreement and will use all reasonable
endeavours to agree their returns on this basis. The Seller undertakes to bring the amounts in
Schedule F allocated to SRA as disposal proceeds in its taxation returns. Any adjustment in
accordance with Clauses 5 or 6 shall be added or subtracted, as the case may be, from the part
of the Consideration attributable to SRA or Licence in Schedule F.





12. AMENDMENT




The terms and conditions of this Agreement shall only be amended by an agreement in writing
signed by the Parties and specifically referring to this Agreement.



13. ASSIGNMENT




None of the rights or the obligations of a Party under this Agreement are assignable except
with the prior written consent of the other Party.



14. GENERAL




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






	 	14.2	 	This Agreement shall enure to the benefit of and be binding upon the respective successors
and permitted assigns of the Parties.






	 	14.3	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersedes all previous negotiations, agreements,






undertakings and representations (whether oral, written, express or implied)




between the Parties with respect to such subject matter. Provided that this Clause




14.3 shall not apply to any statement, representation or warranty made




fraudulently or to any provision of this Agreement which a Party was induced by,




or otherwise entered into as a result of, fraud, for which the remedies shall be all




those available under the law governing this Agreement.




	 	14.4	 	A third party shall have no right pursuant to the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this Agreement, but this does not affect any right or remedy which
exists apart from such Act and which may be available to such third party.





15. TERMINATION




This Agreement shall remain in full force and effect notwithstanding Closing.



16. GOVERNING LAW




The construction, validity and performance of this Agreement shall be governed by English
law and the Parties submit to the exclusive jurisdiction of the English courts.



IN WITNESS WHEREOF this Agreement has been signed by the duly authorised representatives of the
Parties hereto on the day and year first above written.



For and on behalf of


PETRO-CANADA UK LIMITED



/s/ SE Rush


As Attorney for PCUK 8/12/05



     



For and on behalf of


ENDEAVOUR ENERGY UK LIMITED



/s/ William L. Transier



     




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