ex102.htm


     

    Exhibit
10.2

     

     

     

     

     

     

     

     

     

    DATED
January 1st 2006

     

    Index Oil
& Gas Ltd

     

    and

     

    Lyndon
West

     

     

    EMPLOYMENT
AGREEMENT

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

     

     

    CONTENTS

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	Clause  	
                                                                                                 Heading

                                                                                              	 Page
	 	 	 
	 	 	 
	
                                                                                                1.

                                                                                              	
                                                                                                Definitions

                                                                                              	
                                                                                                1

                                                                                              
	 	 	 
	
                                                                                                2.

                                                                                              	
                                                                                                Appointment

                                                                                              	
                                                                                                2

                                                                                              
	 	 	 
	
                                                                                                3.

                                                                                              	
                                                                                                Term

                                                                                              	
                                                                                                2

                                                                                              
	 	 	 
	
                                                                                                4.

                                                                                              	
                                                                                                Duties

                                                                                              	
                                                                                                2

                                                                                              
	 	 	 
	
                                                                                                5.

                                                                                              	
                                                                                                Hours
      and place of work

                                                                                              	3
	 	 	 
	
                                                                                                6.

                                                                                              	
                                                                                                Remuneration

                                                                                              	
                                                                                                4

                                                                                              
	 	 	 
	
                                                                                                7.
      

                                                                                              	
                                                                                                Deductions

                                                                                              	4
	 	 	 
	
                                                                                                8.

                                                                                              	Expenses	5
	 	 	 
	
                                                                                                9.

                                                                                              	
                                                                                                Holidays

                                                                                              	5
	 	 	 
	
                                                                                                10.

                                                                                              	
                                                                                                Sickness
      benefits

                                                                                              	5
	 	 	 
	
                                                                                                
                                                                                                  11.

                                                                                                

                                                                                              	
                                                                                                
                                                                                                  Pension

                                                                                                

                                                                                              	6
	 	 	 
	
                                                                                                12.

                                                                                              	
                                                                                                Restrictions
      on other activities by the Executive

                                                                                              	6
	 	 	 
	
                                                                                                13.

                                                                                              	
                                                                                                Confidential
      Information and company documents

                                                                                              	7
	 	 	 
	
                                                                                                14.

                                                                                              	
                                                                                                Inventions
      and other intellectual property

                                                                                              	8
	 	 	 
	
                                                                                                15.

                                                                                              	
                                                                                                Termination

                                                                                              	9
	 	 	 
	
                                                                                                16.

                                                                                              	
                                                                                                Restrictive
      Covenants

                                                                                              	12
	 	 	 
	
                                                                                                17.

                                                                                              	
                                                                                                Data
      Protection

                                                                                              	11
	 	 	 
	
                                                                                                18.

                                                                                              	Notices	14
	 	 	 
	
                                                                                                19.

                                                                                              	
                                                                                                Former
      Agreements

                                                                                              	14
	 	 	 
	
                                                                                                20.

                                                                                              	
                                                                                                Change
      of Control

                                                                                              	14
	 	 	 
	
                                                                                                21.

                                                                                              	
                                                                                                Garden
      Leave

                                                                                              	16
	 	 	 
	
                                                                                                22.

                                                                                              	
                                                                                                Choice
      of law and submission to jurisdiction

                                                                                              	17
	
                                                                                                 

                                                                                              	
                                                                                                 

                                                                                              	 
      


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

     

    THIS
AGREEMENT is dated January 1st 2006 and is made BETWEEN:

     

    (1) Index Oil
& Gas Ltd (Index) whose registeredoffice is at Lawrence House,
Lower
Bristol Road, Bath BA 2 9ET UK (the "Company"); and

     

    (2) Lyndon
West of Orchards Farm,Golden Valley,Upleadon,Gloucester GL18 1 HN
(the
"Executive")

     

    IT IS
AGREED as follows:

     

    
      	
              1.

            	
              Definitions

            


    

     

    1.1 In
this Agreement unless the context otherwise requires:

     

    
      	
              (a)

            	
              the
      following expressions have the following
  meanings:

            


    

     

     

    
      "associated
company" means an associated company (within the meaning of section 416(1)
Income and Corporation Taxes Act 1988) of the Company; the "Board" means the
board of directors for the time being of the Company and any committee of the
board of directors duly authorised by it. "Confidential Information" shall mean
technical data including seismic, electric log, reports and project
interpretation including financial analysis, details of customers and their
requirements, the prices charged to and terms of business with customers,
customer data bases, other customer information, business models, information
relating to arrangements with banks and other intermediaries, marketing plans
and sales forecasts, financial information, results and forecasts (save to the
extent that these are included in published audited accounts), any proposals
relating to the acquisition or disposal of a company or business or any part
thereof or to any proposed expansion or contraction of activities, details of
employees and officers and of the remuneration and other benefits paid to them,
information relating to research activities, inventions, secret processes,
designs, formulae and product lines, any information which the Executive is told
is confidential and any information which has been given to the Company or any
Group Company in confidence by customers, suppliers or other persons. the
"Employment" means the Executive's employment under this Agreement "Group
Company" and "Group" means the Company, its ultimate holding company and any
subsidiary or associated company of the Company or its ultimate holding company;
"subsidiary" and "holding company" have the meanings given to them in section
736 of the Companies Act 1985 as amended; 

       

      
        
          
            
              
                
                  	
                          (b)

                        	
                          references
      to clauses, sub-clauses and schedules are unless otherwise stated to
      clauses and sub-clauses of and schedules to this Agreement;
    

                        
	 	 
	
                          (c) 

                        	the
      headings to the clauses are for convenience only and shall not affect the
      construction or interpretation of this Agreement;
  
	 	 
	
                          (d) 

                        	any
      references, express or implied, to statutes or statutory provisions shall
      be construed as references to those statutes as modified or amended from
      time to time.
	 	 


                

              

            

          

        

      

       

      
        
          	
                  2.

                	
                  Appointment

                


        

         

        2.1 The
Company shall employ the Executive and the Executive agrees to act as Chief
Executive Officer and Director of the Company and subject to the terms and
conditions specified in this Agreement. 

         

        2.2 The
Executive represents and warrants that he is not bound by or subject to any
court order, agreement, arrangement or undertaking which in any way restricts or
prohibits him from entering into this Agreement or from performing his duties
under this Agreement.

         

        
          	
                   3.

                	
                  Term

                


        

         

        3.1 The
Employment shall commence on the later of the date hereof or the date a
finalised merger with or sale of the Company to a stock market listed company
occurs and, subject to clauses 3.2 and 15, shall continue unless or until
terminated by either the Executive giving to the Company not less than three
months notice and the Company giving to the Executive not less than six months
notice in writing. 

         

        3.2 The
Employment shall terminate when the Executive reaches such age as the Board
shall determine is the appropriate retirement age for senior employees of the
Company. 

         

        3.3 The
Executive's period of continuous employment will begin on January 1st 2006. 4.
Duties. 

         

        4.1 The
Executive shall perform the duties of Chief Executive Officer

         

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
           

          4.2 The
Executive shall:- 

           

          (a)
devote sufficient time to carry out the duties assigned to him and which will
allow the Company's business plan to be executed in a timely manner.


           

          (b)
faithfully and diligently serve the Company (and all Group Companies);


           

          (c) use
his best endeavours to promote and protect the interests of the Company (and all
Group Companies); 

           

          (d) obey
all reasonable and lawful directions given to him by or under the authority of
the Board; 

           

          (e)
perform services for and hold offices in any Group Company without additional
remuneration (except as otherwise agreed); 

           

          (f) make
such reports to the Board on any matters concerning the affairs of the Company
or any Group Company as are reasonably required; and 

           

          (g)
comply with all relevant rules and regulations (as amended from time to time) of
the OFEX Rule Book, London Stock Exchange Limited (including the Model Code for
Securities Transactions by Directors of Listed Companies and the AIM Rules) and
of all regulatory authorities relevant to the Company and any Group Companies
with which the Executive is concerned. 

           

          4.3 The
Company may at its sole discretion transfer this Agreement to any Group Company
at any time with the consent of the Executive which should not be unreasonably
withheld. 

           

          
            	
                    5.

                  	
                    Hours
      and place of work

                  


          

           

          5.1 The
Executive shall work such hours as are necessary for the proper performance of
his duties. For the purposes of the Working Time Regulations 1998, the Executive
hereby consents to work longer than 48 hours per week if his duties so require.
The Executive may revoke such consent on three months' written notice, such
notice to be addressed to the Company Secretary. 

           

          5.2 The
Executive's normal place of work will be the Company's offices in London area,
but the Company may require the Executive to work from any of its current or
future premises. The Executive will be given reasonable notice of any change in
his place of work. In the event that the Company and the Executive fail to reach
agreement on terms of transfer, then it is not deemed to be a material breach of
this contract.

           

          
            5.3 If
the Executive's principal place of work is changed to a location which is
outside reasonable commuting distance from his home, the Company will reimburse
his reasonable removal costs, estate agents' and solicitors' fees. 

             

            5.4 If so
required by the Company, the Executive shall travel to such places (whether in
the United Kingdom or abroad) by such means and on such occasions as the Company
may from time to time require.

             

            
              
                	
                        6.

                      	
                        Remuneration

                      


              

               

              6.1 The
Company shall pay to the Executive an equivalent salary of (pound)50,000 per
annum. (Refer to Appendix I attached) 

               

              6.2 The
Company will make all monies owed payable by direct credit transfer in equal
monthly instalments in arrears on the last working day of each calendar month.


               

              6.3 The
Executive's base salary will be reviewed on 31st July of each year and any
increase will include performance together with a review of the cost of living
as defined by the UK retail price index. 

               

              6.4 The
Company may pay the Executive an annual bonus of such amount as the Remuneration
Committee as appointed by the Board may determine based on any agreed and in
place performance scheme. 

               

              6.5 The
remuneration specified in clause 6.1 shall be inclusive of any fees to which the
Executive may be entitled as a director of the Company or any Group Company.


               

              6.6
Payment of salary and bonus to the Executive shall be made either by the Company
or by a Group Company and if by more than one company, in such proportions as
the Board may from time to time determine. 

               

              6.7 The
Company will put in place Directors and Officers liability insurance as soon as
practical after you have formally taken up your role and will maintain such
cover for the full term of your appointment and any liability that may arise
thereafter. The indemnity limit will be (pound)5.5 million. A copy of the policy
document shall be provided upon receipt by the Company. 

               

              
                	
                        7.

                      	
                        Deductions
      For the purposes of the Employment Rights Act 1996, the Executive hereby
      authorises the Company to deduct from his remuneration hereunder any sums
      due from him to the Company including, without limitation, any
      overpayments, loans or advances made to him by the Company, the cost of
      repairing any damage or loss to the Company's property caused by him and
      any losses suffered by the Company as a result of any gross negligence or
      breach of duty by the Executive.

                      


              

               

               

               

              
                
                  
                  

                

                
                  4

                  
                    

                  

                

                
                  
                  

                

              

               

               

              
                
                  	
                          8.

                        	
                          Expenses
      The Company shall reimburse the Executive in respect of all expenses
      reasonably incurred by him in the proper performance of his duties,
      subject to the Company's expense policy which may be amended from time to
      time.

                        


                

                 

                
                  	
                          9.

                        	
                          Holidays

                        


                

                 

                9.1 The
Executive shall be entitled to receive his normal remuneration for all bank and
public holidays normally observed in UK and a further 30 working days' holiday
in each holiday year (being the period from 1st January-31st December). The
Executive may only take his holiday at such times as are agreed with the Board,
which will not be unreasonably withheld.

                 

                9.2 In
the respective years in which the Employment commences or terminates, the
Executive's entitlement to holiday shall accrue on a pro rata basis for each
complete month of service during the relevant year. 

                 

                9.3 The
Executive may carry over a maximum up to 10 days vacation into the following
year but these must be used in the following calendar year.

                 

                 9.4
On termination of the Employment, the Company may either require the Executive
to take any unused accrued holiday entitlement during any notice period or make
payment of lieu of that entitlement. Any payment in lieu or deduction made shall
be calculated on the basis that each day of paid holiday is equivalent to 1/260
of the Executive's salary. 

                 

                9.5
Subject to clause 9.4 above, unless otherwise agreed with the Board, failure to
take holiday entitlement in the appropriate holiday year will lead to forfeiture
of any untaken accrued holiday, without any right to payment in lieu.


                 

                
                  	
                          10.

                        	
                          Sickness
      benefits

                        


                

                 

                10.1 The
Company shall continue to pay the Executive's salary during any period of
absence on medical grounds up to a maximum of 6 weeks in any period of 12
months, provided that the Executive shall: 

                 

                (a)
notify the Company by no later than 10 a.m. on the first day of absence of the
reason for his absence; 

                 

                (b)
complete self-certification forms provided by the Company in respect of any
absence from work due to sickness or incapacity; 

                 

                (c)
supply the Company with medical certificates covering any period of sickness or
incapacity exceeding seven days (including weekends); and

                 

                (d) if
required, undergo at the Company's expense a medical examination by a doctor
appointed by the Company and, subject to the Access to Medical Reports Act 1988,
allow the Company access to any medical report produced by such doctor.


                
                   

                  10.2
Payment of the Executive's salary pursuant to clause 10.1
shall be inclusive of any Statutory Sick Pay to which the Executive may be
entitled. 

                   

                  10.3 If
the Executive's absence is caused by the actionable negligence of a third party
in respect of which damages are recoverable, then all sums paid by the Company
shall constitute loans to the Executive, who shall: 

                   

                  (a)
immediately notify the Company of all the relevant circumstances and of any
claim, compromise, settlement or judgment made or awarded in respect of it;


                   

                  (b) if
the Company so requires, refund to the Company such sum as the Company may
determine, not exceeding the lesser of: 

                   

                  (i) the
amount of damages recovered by him under such compromise, settlement or
judgment; and 

                   

                  (ii) the
sums advanced to him in respect of the period of incapacity.

                   

                  
                    
                      
                      

                    

                    
                      5

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                   

                

                
                  
                    	
                            11.

                          	
                            Pension

                          


                  

                   

                  The
Company will provide within the base compensation package, subject to Board
approval, a financial amount which the Executive can use to invest in a private
pension plan of their choosing. 

                   

                  
                    	
                            12.

                          	
                            Restrictions
      on other activities by the
Executive

                          


                  

                   

                  12.1 The
Executive shall not (except with the prior sanction of a resolution of the
Board) be directly or indirectly employed, engaged, concerned or interested in
any other business or undertaking, provided that this shall not prohibit the
holding (directly or through nominees) of investments listed on the London Stock
Exchange or in respect of which dealing takes place on any recognised stock
exchange as long as not more than three per cent of the issued shares or other
securities of any class of any one company shall be so held without the prior
sanction of a resolution of the Board.

                   

                  
                    12.2 The
Executive shall comply with: 

                     

                    (a) every
rule of law; 

                     

                    (b) the
rules and regulations of the OFEX Rule Book and/or any other rules and
regulations which are applicable to him from time to time; and 

                     

                    (c) every
regulation of the Company for the time being in force in relation to dealings in
shares or other securities of the Company or any Group Company. 

                     

                    12.3 The
Executive shall not (and shall procure so far as he is able that his spouse,
infant children and other connected persons, within the meaning of section 346
Companies Act 1985), deal or become or cease to be interested (within the
meaning of part I Schedule XIII Companies Act 1985) in any securities of the
Company, except in accordance with the Company's code for securities
transactions by directors. 

                     

                    12.4
Subject to any regulations issued by the Company, the Executive shall not be
entitled to receive or obtain directly or indirectly any discount, rebate or
commission in respect of any sale or purchase effected or other business
transacted (whether or not by him) by or on behalf of the Company or any Group
Company and if he (or any firm or company in which he is interested) shall
obtain any such discount, rebate or commission he shall account to the Company
or the relevant Group Company for the amount received by him (or a due
proportion of the amount received by such company or firm having regard to the
extent of his interest therein). 

                     

                    
                      	
                              13.

                            	
                              Confidential
      Information and company documents

                            


                    

                     

                    13.1 The
Executive shall neither during the Employment (except in the proper performance
of his duties) nor at any time (without limit) after the termination of the
Employment: 

                     

                    (a)
divulge or communicate to any person, company, business entity or other
organisation; 

                     

                    (b) use
for his own purposes or for any purposes other than those of the Company or any
Group Company; or 

                     

                    (c)
through any failure to exercise due care and diligence, cause any unauthorised
disclosure of any trade secrets or Confidential Information relating to the
Company or any Group Company or their clients, but so that these restrictions
shall cease to apply to any information which shall become available to the
public generally otherwise than through the default of the Executive or which
the Executive is entitled to disclose under the Public Interest Disclosure Act
1998 or required to disclose by law.

                    
                       

                      13.2 All
notes, technical data including seismic, electric log, reports and project
interpretation including financial analysis, memoranda, records, lists of
customers and suppliers and employees, correspondence, documents, computer and
other discs and tapes, data listings, codes, designs and drawings and other
documents and material whatsoever (whether made or created by the Executive or
otherwise) relating to the business of the Company or any Group Company (and any
copies of the same): 

                       

                      (a) shall
be and remain the property of the Company or the relevant Group Company; and


                       

                      (b) shall
be handed over by the Executive to the Company or to the relevant Group Company
on demand and in any event on the termination of the Employment. 

                       

                       

                      
                        
                          
                          

                        

                        
                          6

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                       

                      
                        	
                                14.

                              	
                                Inventions
      and other intellectual property

                              


                      

                       

                      14.1 The
parties foresee that the Executive may make inventions or create other
intellectual property in the course of his duties for the Company and agree that
in this respect the Executive has a special responsibility to further the
interests of the Company and the Group Companies. 

                       

                      14.2 Any
invention, or improvement, design, process, information, copyright work, trade
mark or trade name or get-up made, created or discovered by the Executive during
the course of his duties for the Company (whether capable of being patented or
registered or not and whether or not made or discovered in the course of the
Employment) in conjunction with or in any way affecting or relating to the
business of any company in the Group or capable of being used or adapted for use
therein or in connection therewith shall forthwith be disclosed to the Company
and shall (subject to sections 39 to 43 Patents Act 1977) belong to and be the
absolute property of the Company or such Group Company as the Company may
direct. 

                       

                      14.3 The
Executive if and whenever required so to do by the Company shall at the expense
of the Company or such Group Company as the Company may direct: 

                       

                      (a) apply
or join with the Company or such Group Company in applying for letters patent or
other protection or registration in the United Kingdom and in any other part of
the world for any such invention, improvement, design, process, information,
work, trade mark, trade name or get-up aforesaid; and 

                       

                      (b)
execute and do all instruments and things necessary for vesting the said letters
patent or other protection or registration when obtained and all right title and
interest to and in the same absolutely and as sole beneficial owner in the
Company or such Group
Company or in such other person as the Company may specify.

                         

                      

                      
                        
                          14.4
The
Executive hereby irrevocably and unconditionally waives all rightsunder Chapter
IV Copyright, Designs and Patents Act 1988 in connection with
his  authorship of any existing or
future  copyright  work in the course of
the  Employment,  in whatever  part of the world
such rights may be
enforceable including, without limitation:

                        

                                  


                             (a)  the
right  conferred by section 77 of that Act to be identified as
the author of
any such work; and

                        


                             (b)  the
right  conferred  by  section  80 of
that Act not to have any such work
subjected to derogatory treatment.

                        


                        
                          14.5
The  Executive  hereby  irrevocably  appoints  the  Company  to
be his Attorney  in his name and on
his  behalf  to  execute  and do any
such any third
party a certificate  in writing signed by any Director or by
the  Secretary
of the Company that any  instrument or act falls within the
authority hereby conferred shall be conclusive  evidence that
such is
the case.

                        

                                  

                        
                          14.6 
Nothing
in this clause shall be construed as restricting the rights of the Executive or
the Company under sections 39 to 43 Patents Act 1977.

                        

                                  

                        
                          	
                                  15. 

                                	
                                  Termination

                                


                        

                        


                             
15.1 The Employment shall be subject to termination by:

                        


                                  (a)  by
the Company  giving not less than six months notice in
writing given at
any time while the Executive  shall have
been  prevented by reason
of ill health or accident  from  performing  his
duties

                                       under
this Agreement for a period of or
periods  aggregating  180 days in
the preceding 12 months;

                        


                                  (b)  by
the  Executive  giving  not less than
three  months  notice in writing
given at any time.

                        


                                  (c)  by
summary  notice in writing and without any  entitlement to
pay in lieu
of notice if the Executive shall have:

                        


                                       (i)  been
guilty of an act of gross  misconduct  or committed
any serious
breach or repeated or continued  (after warning) any material
breach of his obligations under this Agreement; or

                        


                         

                         

                        
                          
                            
                            

                          

                          
                            7

                            
                              

                            

                          

                          
                            
                            

                          

                        

                        


                                       (ii)
been  guilty of  conduct  which in
the  opinion of the Board brings  himself  or
the  Company or any
Group  Company  into disrepute;
or

                        


                                       (iii)
provided false or misleading  information to the Company
in respect  of  his  suitability  for  the  Employment  or  his qualifications
and experience; or

                        


                                       (iv)
become  bankrupt  or had an interim  order
made  against him under  the  Insolvency  Act  1986  or  compounded  with  his creditors
generally; or

                        


                                       (v)  failed
in the  opinion of the Board to perform his duties
to a  satisfactory  standard,  after
having  received a written warning  from
the  Company and a period of 3 months in which 

                                            to  remedy  the  performance  issues  raised  by  the  Board relating
to the same; or

                        


                                       (vi)
been  disqualified from holding any office which he holds
in the
Company or any Group Company or resigns from such office without
the prior written approval of the Board; or

                        


                                       (vii)
been  convicted of any criminal  offence other than a
minor offence  under
the Road  Traffic  Acts for which a
custodial sentence
is not imposed.

                        


                                            Any  delay  by
the  Company  in  exercising  such  right  of termination
shall not constitute a waiver thereof.

                         

                        15.2 The
Company (at its sole and absolute  discretion)  reserves the
right to
terminate the Employment at any time and
with  immediate  effect by making
the  Executive  a payment in lieu of any notice
of  termination (whether
given by the Company or by the Executive).  For this
purpose, the  Executive  agrees  that
the  payment in lieu will  consist of his basic  salary
for the  relevant  period of notice and will exclude
any bonus and
any other  emolument  referable to
the  Employment.  For the avoidance
of doubt, if the Company  terminates the
Employment  without notice
other than under clause  15.1(c) above and elects not to make
a payment
in lieu of notice,  the  Executive  may be
entitled to damages for
breach of contract  which  shall be assessed on the
normal  common law
principles  (including the cutive's  obligation to mitigate
his loss) and
the  Executive  shall not be entitled to
enforce  payment in lieu of
notice as a contractual debt or liquidated damages.

                         

                        15.3 If
(a) the Company in general  meeting shall remove the Executive
from the
office of  director  of the  Company or (b) under
the  Articles of Association  for
the time being of the Company the Executive  shall
be obliged
to retire by rotation or otherwise  and the Company in
general meeting  shall
fail to  re-elect  the  Executive  as a
director of the Company  (either
such case being referred to in this clause 15.4 as an  "Event"),  then
the  Employment  shall  automatically  terminate  with  effect
from the date of the Event,  but if
such  termination  shall be caused by
any act or omission of either party (and,  for the
avoidance of doubt,
an act or omission of the Company's shareholders shall be an act
or  omission  of
the  Company  for  these  purposes)  without  the consent,  concurrence  or  complicity  of
the other,  then such act or omission
shall be deemed a breach of this  Agreement,  and
termination shall be
without prejudice to any claim for damages in respect of such breach.
15.4 On the termination of the Employment  (howsoever
arising) or on
either the Company or the Executive having served notice of
such termination,
the Executive shall:

                        


                        (a)  at
the request of the Company resign from office as a director of the  Company
and all  offices  held by him in any
Group  Company, provided
however that such resignation shall be without prejudice to any
claims which the Executive may have against the Company or any  Group  Company   arising  out  of  the  termination  of  the Employment;
and 

                         

                        (b)  forthwith  deliver
to the Company all materials  within the scope of
clause  13.2 and all
credit  cards,  motor-cars,  car keys
and other  property
of or relating to the  business of the Company or of any
Group Company which may be in his  possession or under
his power or
control, and if
the  Executive  should fail to do so the Company is
hereby irrevocably  authorised
to appoint some person in his name and on his
behalf to sign any documents  and do any things  necessary
to give
effect thereto.

                         

                        15.5 On
termination of the Employment (howsoever arising and whether
lawful or
not)  the  Executive  shall  have
no  rights  as a  result  of
this Agreement
or any alleged breach of this Agreement
to  compensation under or
in respect of any share  option or other long
term  incentive scheme  in  which  he
may  participate  or  have  received  grants  or allocations  at
or  before  the
date Employment  terminates.  Any rights  which
he may have under such share  option or
other  scheme(s) shall be
exclusively governed by the rules of such scheme(s).

                         

                        15.6 If
the Executive shall have been offered but
shall  unreasonably  have refused
to agree to the transfer of this  Agreement by way of
novation to a
company  which has  acquired  or agreed
o  acquire  the whole or substantially  the
whole of the  undertaking  and  assets of or of
the equity
share capital of the Company, the Executive shall have no
claim against
the Company in respect of the  termination  of
is  employment hereunder  by
reason of
the  subsequent  voluntary  winding-up  of
the Company
or of the  disclaimer of this  Agreement by the Company
within one month after such acquisition.

                         

                         

                        
                          
                            
                            

                          

                          
                            8

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

                                  

                        


                        
                          	
                                  16. 

                                	
                                   Restrictive
      Covenants

                                


                        

                        


                             16.1
For the purposes of clause 16.2 the following words have the
following meanings:

                         

                        (a)  "Banking
Partners" means any bank or other financial  institution
with which the
Company or any Group  Company has
a  relationship  and which provide  finance
to the  Company in relation to Company and with
which the  duties  of
the  Executive  were  concerned  or
for  which  he was responsible
during the 12 months immediately preceding the Termination Date;

                        


                        (b)  "Customer"  means
any  person,  firm,  company  or
other  organisation whatsoever  to  whom  or  which  the  Company  or  any  Group  Company distributed,
sold or supplied Company during the 12 months immediately preceding  the  Termination  Date
and with whom or which,  during such period:

                        


                                  (i)  the  Executive  had  personal  dealings  in  the  course  of  his employment;
or

                        


                                  (ii)
any employee who was under the direct or indirect  supervision
of the  Executive  had  personal  dealings  in
the course of his/her employment;

                         

                        
                          c)
"Prospective Customer" means any person, firm, company or other organisation
whatsoever with whom or which the Company or any Group Company shall have had
negotiations or discussions regarding the possible distribution, sale or supply
of Company Products during the six months immediately preceding the Termination
Date and with whom or which, during such period:

                        

                        


                                  (i)  the
Executive  shall have had personal  dealings in the course
of his
employment by the Company; or

                        


                                  (ii)
any employee who was under the direct or indirect  supervision
of the
Executive  shall have had personal  dealings in the course
of his/her
employment by the Company

                         

                        (d)  "Restricted  Area"
means the geographical  area  constituting
the market of
the  Company or any
Group  Company  for  Company in
the period of
12 months prior to the Termination  Date and with
which the
Executive was materially  concerned during the said period
of 12
months:

                        


                                  (e)  "Restricted  Period"
means the period of three months immediately following
the Termination Date;

                         

                        
                          (f)
"Termination Date" means the date of termination of the Employment or, if the
Executive spends a period on Garden Leave immediately before the termination of
the Employment, such earlier date on which Garden Leave commences.

                           

                          
                            16.2 The
Executive hereby undertakes with the Company (for itself and as trustee for each
Group Company) that he will not during the Restricted Period without the prior
written consent of the Company (such consent not to be unreasonably withheld)
whether by himself, through his employees or agents or otherwise howsoever and
whether on his own behalf or on behalf of any other person, firm, company or
other organisation, directly or indirectly:

                          

                        

                        
                           

                          (a) in
competition with the Company or any Group Company within the Restricted Area, be
employed or engaged or otherwise interested in the business of researching into,
developing, selling, supplying or otherwise dealing with Company; 

                           

                          (b) in
competition with the Company or any Group Company, solicit business from or
canvas any Banking Partner, Customer or Prospective Customer if such
solicitation or canvassing is in respect of Company; 

                           

                          (c) in
competition with the Company or any Group Company, accept orders for Company
from any Banking Partner, Customer or Prospective Customer; 

                           

                          (d)
solicit or induce or endeavour to solicit or induce any person who on the
Termination Date was a director, line manager, or other key employee of the
Company or any Group Company with whom the Executive had dealings during his
employment to cease working for or providing services to the Company, whether or
not any such person would thereby commit a breach of contract; 

                           

                          (e)
employ or otherwise engage in the business of researching into, developing,
selling, supplying or otherwise dealing with Company any person who was during
the 12 months preceding the Termination Date employed or otherwise engaged by
the Company or any Group Company and who by reason of such employment or
engagement is in possession of any trade secrets or Confidential Information
relating to the business of the Company or any Group Company or who has acquired
influence over its or their banking partners, customers and prospective
customers (defined as in clauses 17.1 (a), 17.1(c) and 17.1(d), but so that
references to the Executive shall be replaced by references to the relevant
employee).

                           

                           

                          
                            
                              
                              

                            

                            
                              9

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          
                            


                             

                            
                              	
                                      17.

                                    	
                                      Data
      Protection

                                    


                            

                             

                            The
Company will hold details pertinent to the Executive's employment on file as
part of his personnel records, which may include sensitive information. This
information may be processed for administrative or legal purposes or as required
by the Executive's continuing employment with the Company. 

                             

                            
                              	
                                      18.

                                    	
                                      Notices

                                    


                            

                             

                            18.1 Any
notice or other document to be given under this Agreement shall be in writing
and may be given personally to the Executive or to the Company Secretary (as the
case may be) or may be sent by first class post or other fast postal service or
by facsimile transmission to, in the case of the Company, its registered office
for the time being and in the case of the Executive either to his address shown
in this Agreement or to his last known place of residence. 

                             

                            18.2 Any
such notice shall be deemed served when in the ordinary course of the means of
transmission it would first be received by the addressee in normal business
hours. 

                             

                            
                              	
                                      19.

                                    	
                                      Former
      Agreements

                                    


                            

                             

                            19.1 This
Agreement shall be in substitution for any previous letters of appointment,
agreements or arrangements, whether written, oral or implied, relating to the
employment of the Executive. 

                             

                            19.2 The
Executive hereby acknowledges that he has no outstanding claims of any kind
against any Group Company. 

                             

                            
                              	
                                      20.

                                    	
                                      Change
      of Control Arrangements

                                    


                            

                             

                            20.1 The
Company has entered into a change of control clause, as outlined in Section
20 of
this Employment Contract, with the named executive officer. This change of
control clause will have an initial term until December 31st 2007 and which is
automatically extended for one year upon each anniversary, unless a notice not
to extend is given by the Company. If a change of control of the Company (as
defined below) occurs during the term of the change of control contract, then
the change of control clause becomes operative for a fixed three-year period.
The change of control clause generally provide that the executive's terms and
conditions of employment (including position, work location, compensation and
benefit) will not be adversely changed during the three-year period after a
change of control of the Company. If the Company terminates the executive's
employment (other than for cause, death or disability), the executive terminates
for good reason during such three-year period, or, in certain change of control
transactions, the executive terminates employment for any reason during the
30-day period following the first anniversary of the change of control, and upon
certain terminations prior to a change of control or in connection with or in
anticipation of a change of control, the executive is entitled to receive the
following payment and benefits of earned but unpaid compensation;

                             

                            
                              Four 4
times the executive's base compensation package as defined in clause 6.1. of
this Employment Contract and plus the annual bonus (based on historic annual
bonus). 

                               

                              The
change of control clause also provides for payment of all legal fees and
expenses incurred by the executive in enforcing any right or benefit provided by
the change of control clause, as defined in this Employment
Contract.

                               

                            

                            
                              20.2 As a
condition to receipt of these change of control benefits, the executive must
remain in the employ of the Company and render services commensurate with his or
her position until the executive is terminated pursuant to the provisions of the
agreement. The executive must also agree to retain in confidence any and all
confidential information known to him or her concerning the Company and its
business so long as the information is not otherwise publicly disclosed.


                               

                               

                               

                              
                                
                                  
                                  

                                

                                
                                  10

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                               

                              20.3 In
addition, pursuant to the Company's stock plans, upon a change of control of the
Company (as defined below): 

                               

                              [i] All
outstanding options and stock appreciation rights that are not vested and
exercisable become fully vested and exercisable; 

                               

                              [ii] The
restrictions on any outstanding restricted stock lapse and 

                               

                              [iii] If
any performance-based restricted stock awards are outstanding, they become fully
vested and the performance goals are deemed to be earned unless otherwise
provided in the participant's award agreement. 

                               

                              20.4 For
purposes of this change of control clause and the Company's stock plans, a
change of control is generally defined as: 

                               

                              (a) Any
individual, entity or group acquiring beneficial ownership of 30% or more of
either the outstanding shares of the Company's common stock or the combined
voting power of the outstanding voting securities of the Company entitled to
vote generally for the election of directors; 

                               

                              (b)
Approval by the Company's stockholders of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company or the acquisition of assets of another entity, unless
following the business combination 

                               

                              (i) all
or substantially all of the beneficial owners of the Company's outstanding
common stock prior to the business combination own more than 60% of the
outstanding common stock of the corporation resulting from the business
combination; 

                               

                              (ii) no
person, entity or group owns 30% or more of
the outstanding voting securities of the corporation resulting from the business
combination; and (iii) at least a majority of the board of the corporation
resulting from the business combination were members of the Company's Board
prior to the business combination; or

                                 

                              

                              
                                (c)
Approval by the Company's stockholders of a complete liquidation or dissolution
of the Company.

                                 

                                
                                  
                                    	
                                            21

                                          	
                                            Garden
      Leave

                                          


                                  

                                   

                                  21.1
Despite any other provision in this Agreement the Company is under no obligation
to provide the Executive with work and may (if either party serves notice to
terminate the Employment or if the Executive purports to terminate the
Employment without due notice and the Company has not accepted that
resignation):- 

                                   

                                  (a)
require the Executive to perform:- 

                                   

                                  (i) only
a specified part of his normal duties, and no others: (ii) such duties as it may
reasonably require, and no others: or 

                                   

                                  (iii) no
duties whatever; and 

                                   

                                  (b)
exclude the Executive from any premises of any Group Company 

                                   

                                  21.2
During any period [not under any circumstances to exceed three months] of Garden
Leave the Executive shall 

                                   

                                  [a]
remain an employee of the Company 

                                   

                                  [b] not
[except as a representative of the Company or with the prior written approval of
the Board] whether directly or indirectly, paid or unpaid, be engaged or
concerned in the conduct of any other actual or prospective business or
profession or be or become employee, agent, partner, consultant or director of
any other company or firm or assist or have any financial interest in any other
such business or profession. 

                                   

                                  [c] not
to have any contact or communication with any client or other business contact,
customer, employee, officer, director, agent or consultant of the Company or any
Group Company, except such person[s] as the Board may direct. 

                                   

                                  [d] keep
the Company informed of his whereabouts so that he can be called upon to perform
any appropriate duties as required by the Company. 

                                   

                                  [e] if
the Company, so requests, resign from any office held by him in any Group
Company. 

                                   

                                  [f]
continue to receive his salary and all contractual benefits in the usual way;
and 

                                   

                                  [g]
continue to be bound by his contractual and implied duties of good faith and
fidelity

                                   

                                

                                 

                                
                                  
                                    
                                    

                                  

                                  
                                    11

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                

                              

                            

                             

                            
                              


                               

                              22 Choice
of law and submission to jurisdiction 

                               

                              22.1 This
Agreement shall be governed by and interpreted in accordance with laws of the
United Kingdom.

                               

                              22.2 The
parties hereby submit to the jurisdiction of the United Kingdom but this
Agreement may be enforced by the Company in any court of competent jurisdiction.


                               

                               

                              IN
WITNESS whereof this Agreement has been executed as a deed the day and year
first above written. EXECUTED as a deed by INDEX OIL AND GAS Ltd. 

                               

                              
                                 

                                
                                  	and signed by two
      duly 	) Director	 	 
	authorised officers
      on its behalf 	) 	 	 
	 	) Director/Secretary
      	 	 
	 	 	 	 
	 	 	 	 
	EXECUTED and
      DELIVERED  	)	 	 
	as a deed by Lyndon
      West 	)	 	 
	in the presence
      of: 	) 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


                                

                              

                               

                              Signature
of Witness__________________________Occupation 
________________________________

                               

                              Name
____________________________________

                               

                              Address
__________________________________

                               

                               

                              
                                
                                  
                                  

                                

                                
                                  12

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                            

                             

                             

                            
                              Restated
and Amended Appendix I to Employment Agreement

                              


                              Dated
4 March 2009

                              Between

                              Index
Oil & Gas Limited

                              and

                              Lyndon
West

                              


                              Effective
Date of this amendment 1st
December 2008

                              


                              


                              
                                	
                                        1.1  

                                      	
                                        The
      Executive’s total annual salary remuneration is currently £93,195.00
      (“annual salary”).

                                      


                              

                              
                                	
                                        1.2  

                                      	
                                        This
      total annual salary remuneration is divisible by 12 months to achieve a
      monthly rate of £7,766.25 (“monthly
salary”).

                                      


                              

                              
                                	
                                        1.3  

                                      	
                                        Commencing
      1st
      December 2008 and for a period of three (3) months from the day and year
      first written above, or to such other later date as provided for below in
      Clause 1.7, the Executive’s salary shall be paid in two parts as
      follows;

                                      


                              

                              


                              
                                	
                                        1.3.1  

                                      	
                                        Part
      1, an amount equal to seventy percent (70%) of monthly salary or £5,436.38
      be paid monthly as cash less any appropriate taxes withholding for this
      portion.

                                      


                              

                              
                                	
                                        1.3.2  

                                      	
                                        Part
      2, an amount equal to thirty percent (30%) of monthly salary or £2,329.87
      shall be paid in aggregate at the end of the 3 month period or at such
      other later date as provided for below in Clause 1.7, as shares of common
      stock in the affiliate parent company Index Oil and Gas Inc. and issuable
      as a Stock Award under the 2008 Stock Incentive Plan, less any appropriate
      withholding taxes for this portion.

                                      


                              

                              


                              
                                	
                                        1.4  

                                      	
                                        The
      Executive shall work such hours as currently contained in the most recent
      previous amendment of the Executive’s Contract
  terms.

                                      


                              

                              
                                	
                                        1.5  

                                      	
                                        In
      addition, the Company’s pension contribution of 10% of the Executive’s
      annual salary shall accumulate but payment be suspended for a period of
      three (3) months or until such other later time as provided for below in
      Clause 1.7. At the end of the payment suspension period, the amount will
      be paid in aggregate as shares of  common stock in the affiliate
      parent company Index Oil and Gas Inc. and issuable as a Stock Award under
      the 2008 Stock Incentive Plan, less any appropriate withholding taxes for
      this portion.

                                      


                              

                              
                                	
                                        1.6  

                                      	
                                        All
      Stock Award based payments made to the employee under Clauses 1.3 and 1.5
      shall be calculated on the basis of £1 GBP equals $1.50 USD. In the event
      the exchange rate between the US dollar and Great British pound shall very
      by more than 10% for more than one half of any single month period then
      the above calculation shall be preformed using an exchange rate calculated
      as the average rate for the month in question, as published on
      FT.com.

                                      


                              

                               

                              
                                
                                  
                                  

                                

                                
                                  13

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                               

                               

                              
                                	
                                        1.7  

                                      	
                                        At
      the discretion of the Board of Directors, the terms provided for this
      Contract amendment may be extended for up to a further three (3) month
      period, one month at a time, and each monthly extension shall be subject
      to the approval of a majority vote by a quorum of the Company’s Board of
      Directors (the “Board”).

                                      


                              

                              
                                	
                                        1.8  

                                      	
                                        the
      quantity of common stock to be awarded will be calculated as the monthly
      USD value of foregone compensation and benefits, as calculated in Clause
      1.6 above, divided by the average daily closing stock price for IXOG on
      the OTC:BB during the relevant month the remuneration deferral
      arrangements are in place. All Stock Awards will vest and be issuable,
      subject to Index Board approval, on or as soon as practicable and no later
      than 45 days after 1 March 2009 or after the first day of the month
      following the last extended month, with the exception of the award related
      to December 2008 which may be issued, at the discretion of the Board,
      prior to March 15, 2009.

                                      


                              

                              
                                	
                                        1.9  

                                      	
                                        Upon
      the issuance of the Shares to the Employee, the Company is authorized to
      withhold a certain amount of Shares otherwise distributable to the
      Employee under this Agreement in order to satisfy any and all federal,
      state and local tax obligations with respect to the issuance of such
      Shares, with such amount of shares to withhold being determined by month
      as the USD amount of tax withholding for that month divided by the average
      daily closing stock price for IXOG on the OTC:BB during that month, and as
      used in Clause 1.8 above.

                                      


                              

                              
                                	
                                        1.10  

                                      	
                                        The
      Stock Award will be forfeited in total if the employee gives notice of
      termination of the Employment prior to the date of approval of the
      issuance by the Board.

                                      


                              

                              
                                	
                                        1.11  

                                      	
                                        This
      Amendment is automatically terminated on the later of 1.) three (3) months
      from the Effective Date or 2.) such other later date as provided for in
      clause 1.7 but in no case later than 31 May
  2009.

                                      


                              

                              
                                	
                                        1.12  

                                      	
                                        The
      Executive is treated as being jointly employed by Index Oil & Gas
      Limited and Index Oil and Gas Inc. The Executive’s Annual Salary is
      payable split between these two entities as determined by the Board of
      Directors, from time to time. Withholding taxes relating to each
      employment are to be deducted as appropriate in the respective
      jurisdiction for each entity.

                                      


                              

                              
                                	
                                        1.13  

                                      	
                                        If
      any discrepancy arises between the terms of this amended agreement and the
      terms of the 2008 Stock Incentive Plan, the terms of the 2008 Stock
      Incentive Plan will override.

                                      


                              

                              
                                	
                                        1.14  

                                      	
                                        All
      other contract terms and conditions remain
  unchanged

                                      


                              

                              


                              IN WITNESS whereof to this
Agreement Amendment has been executed as a deed the day and year first above
written.

                              


                              EXECUTED as a deed by INDEX OIL & GAS
Limited.

                            

                            
                              
                                
                                  	and signed by two
      duly 	) Director	 	 
	authorised officers
      on its behalf 	) 	 	 
	 	) Director/Secretary
      	 	 
	 	 	 	 
	 	 	 	 
	EXECUTED and DELIVERED  	)	 	 
	as a deed by Lyndon
      West 	)	 	 
	in the presence
      of: 	) 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


                                

                              

                               

                              Signature
of Witness__________________________Occupation 
________________________________

                               

                              Name
____________________________________

                               

                              Address
__________________________________

                               

                            

                             

                            
                              
                                
                                

                              

                              
                                14

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                             

                            
                              Restated
and Amended Appendix I to Employment Agreement

                              


                              Dated
4 March 2009

                              Between

                              Index
Oil & Gas Limited

                              and

                              Lyndon
West

                              


                              Effective
Date of this amendment 1st March
2009

                              


                              


                              
                                	
                                        1.1  

                                      	
                                        The
      Executive’s total annual salary remuneration is currently £93,195.00
      (“annual salary”).

                                      


                              

                              
                                	
                                        1.2  

                                      	
                                        This
      total annual salary remuneration is divisible by 12 months to achieve a
      monthly rate of £7,766.25 (“monthly
salary”).

                                      


                              

                              
                                	
                                        1.3  

                                      	
                                        Certain
      amended remuneration terms have been effective from 1 December 2008 and
      the Company has elected to extend the period of amended remuneration
      terms. Commencing 1st
      March 2009 and for a maximum period of three (3) months from the day and
      year first written above, as provided for below in Clause 1.7, it is also
      agreed the Executive’s salary shall be paid in two parts as
      follows;

                                      


                              

                              


                              
                                	
                                        1.3.1  

                                      	
                                        Part
      1, an amount equal to fifty percent (50%) of monthly salary or £3,883.13
      be paid monthly as cash less any appropriate taxes withholding for this
      portion.

                                      


                              

                              
                                	
                                        1.3.2  

                                      	
                                        Part
      2, an amount equal to fifty percent (50%) of monthly salary or £3,883.12
      shall be paid in aggregate at the end of the applicable period under
      Clause 1.7 below, as shares of common stock in the affiliate parent
      company Index Oil and Gas Inc. and issuable as a Stock Award under the
      2008 Stock Incentive Plan, less any appropriate withholding taxes for this
      portion.

                                      


                              

                              


                              
                                	
                                        1.4  

                                      	
                                        The
      Executive shall work such hours as currently contained in the most recent
      previous amendment of the Executive’s Contract
  terms.

                                      


                              

                              
                                	
                                        1.5  

                                      	
                                        In
      addition, the Company’s pension contribution of 10% of the Executive’s
      annual salary shall accumulate but payment be suspended for the period as
      applicable under Clause 1.7 below. At the end of the payment suspension
      period, the amount will be paid in aggregate as shares of common stock in
      the affiliate parent company Index Oil and Gas Inc. and issuable as a
      Stock Award under the 2008 Stock Incentive Plan, less any appropriate
      withholding taxes for this portion.

                                      


                              

                              
                                	
                                        1.6  

                                      	
                                        All
      Stock Award based payments made to the employee under Clauses 1.3 and 1.5
      shall be calculated on the basis of £1 GBP equals $1.50 USD. In the event
      the exchange rate between the US dollar and Great British pound shall very
      by more than 10% for more than one half of any single month period then
      the above calculation shall be preformed using an exchange rate calculated
      as the average rate for the month in question, as published on
      FT.com.

                                      


                              

                               

                              
                                
                                  
                                  

                                

                                
                                  15

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                               

                              
                                	
                                        1.7  

                                      	
                                        At
      the discretion of the Board of Directors, the terms provided for this
      Contract amendment may apply for a maximum of three (3) months, to be
      decided on a month by month basis, and each monthly extension shall be
      subject to the approval of a majority vote by a quorum of the Company’s
      Board of Directors (the “Board”).

                                      


                              

                              
                                	
                                        1.8  

                                      	
                                        the
      quantity of common stock to be awarded will be calculated as the monthly
      USD value of foregone compensation and benefits, as calculated in Clause
      1.6 above, divided by the average daily closing stock price for IXOG on
      the OTC:BB during the relevant month the remuneration deferral
      arrangements are in place. All Stock Awards will vest and be issuable,
      subject to Index Board approval, on or as soon as practicable and no later
      than 45 days after the end of the applicable period under Clause
      1.7.

                                      


                              

                              
                                	
                                        1.9  

                                      	
                                        Upon
      the issuance of the Shares to the Employee, the Company is authorized to
      withhold a certain amount of Shares otherwise distributable to the
      Employee under this Agreement in order to satisfy any and all federal,
      state and local tax obligations with respect to the issuance of such
      Shares, with such amount of shares to withhold being determined by month
      as the USD amount of tax withholding for that month divided by the average
      daily closing stock price for IXOG on the OTC:BB during that month, and as
      used in Clause 1.8 above.

                                      


                              

                              
                                	
                                        1.10  

                                      	
                                        The
      Stock Award will be forfeited in total if the employee gives notice of
      termination of the Employment prior to the date of approval of the
      issuance by the Board.

                                      


                              

                              
                                	
                                        1.11  

                                      	
                                        This
      Amendment is automatically terminated at the end of the applicable period
      in Clause 1.7 but in no case later than 31 May
  2009.

                                      


                              

                              
                                	
                                        1.12  

                                      	
                                        The
      Executive is treated as being jointly employed by Index Oil & Gas
      Limited and Index Oil and Gas Inc. The Executive’s Annual Salary is
      payable split between these two entities as determined by the Board of
      Directors, from time to time. Withholding taxes relating to each
      employment are to be deducted as appropriate in the respective
      jurisdiction for each entity.

                                      


                              

                              
                                	
                                        1.13  

                                      	
                                        If
      any discrepancy arises between the terms of this amended agreement and the
      terms of the 2008 Stock Incentive Plan, the terms of the 2008 Stock
      Incentive Plan will override.

                                      


                              

                              
                                	
                                        1.14  

                                      	
                                        All
      other contract terms and conditions remain
  unchanged

                                      


                              

                              


                              IN WITNESS whereof to this
Agreement Amendment has been executed as a deed the day and year first above
written.

                               

                            

                            
                              EXECUTED as a deed by INDEX OIL & GAS
Limited.

                              
                                
                                  
                                    	and signed by two
      duly 	) Director	 	 
	authorised officers
      on its behalf 	) 	 	 
	 	) Director/Secretary
      	 	 
	 	 	 	 
	 	 	 	 
	EXECUTED and DELIVERED  	)	 	 
	as a deed by Lyndon
      West 	)	 	 
	in the presence
      of: 	) 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


                                  

                                

                                 

                                Signature
of Witness__________________________Occupation 
________________________________

                                 

                                Name
____________________________________

                                 

                                Address
__________________________________

                              

                            

                             

                             

                             

                             

                             

                             

                             

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