CAMAC Energy Inc. - Exhibit 10.4 - Filed by newsfilecorp.com






Exhibit 10.4

AMENDED AND RESTATED OYO FIELD AGREEMENT

HEREBY RENAMED 

  OML 120/121 MANAGEMENT AGREEMENT 

          THIS
OML 120/121 MANAGEMENT AGREEMENT, dated as of February 15, 2011 (this
“Agreement”), is entered into by and among CAMAC PETROLEUM
LIMITED, a company incorporated in the Federal Republic of Nigeria and a wholly
owned subsidiary of CAMAC Energy Inc. (formerly, Pacific Asia Petroleum, Inc.)
(“CPL”), CAMAC ENERGY HOLDINGS LIMITED, a Cayman Islands company
(“CEHL”), and ALLIED ENERGY PLC (formerly, Allied Energy Resources
Nigeria Limited), a company incorporated in the Federal Republic of Nigeria
(“Allied”). Each of the parties to this Agreement is individually
referred to herein as a “Party” and collectively as the
“Parties.”

W I T N E S S
E T H 

          WHEREAS,
CPL, Allied, CAMAC International (Nigeria) Limited (“CINL”) and
Nigerian Agip Exploration Limited (“NAE”) entered into that
certain Agreement Novating Production Sharing Contract (the “First
Novation Agreement”) on April 7, 2010, under which each of Allied and
CINL novated to CPL their respective interests in and all rights and obligations
in relation to the Oyo Field under the Production Sharing Contract dated July
22, 2005 by and among Allied, CINL and NAE (the “PSC”); 

          WHEREAS,
CPL, Allied, CINL, and NAE have entered into that certain Agreement Novating
Production Sharing Contract (the “Second Novation Agreement”) of
even date herewith, under which each of Allied and CINL novated to CPL their
respective interests in and all rights and obligations in relation to Nigerian
Oil Mining Leases 120 and 121 (other than the contract rights granted under the
First Novation Agreement) under the PSC; 

          WHEREAS,
the Parties entered into that certain Oyo Field Agreement, dated April 7, 2010
(the “Oyo Field Agreement”), to enable CPL, to the extent permitted
under, and in accordance with the terms and conditions of, the PSC, to maintain
orderly supervision, direction, and control of matters pertaining to the
Petroleum Operations, Work Programme and Budget as it relates to CPL’s interest
in the Oyo Field under the PSC and to provide certain indemnities as therein
provided; 

          WHEREAS,
as a result of the Second Novation Agreement, CPL now owns the entirety of the
interests in and all rights and obligations in relation to Nigerian Oil Mining
Leases 120 and 121(“OMLs 120/121”) that were previously held by each of
Allied and CINL, subject to those rights and obligations that are, by Law,
required to remain with Allied; and 

          WHEREAS,
the Parties desire that the arrangements entered into pursuant to the Oyo Field
Agreement be extended to cover the entirety of OMLs 120/121 and that certain
indemnities with respect to Non-Oyo Field operating costs provided for under the
Oyo Field Agreement be removed, and for such purposes wish to amend and restate
the Oyo Field Agreement as hereinafter set forth; 

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          NOW,
THEREFORE, in consideration of the premises, and the mutual covenants and
agreements set forth herein, the Parties agree as follows: 

ARTICLE I 

          The
Parties hereby amend and restate the Oyo Field Agreement as hereinafter set
forth. The Oyo Field Agreement is hereby renamed the “OML 120/121 Management
Agreement.” 

ARTICLE II 

  DEFINITIONS 

          Section
2.1      Capitalized Terms. Any capitalized term
used herein that is not otherwise defined shall have the respective meaning
ascribed to such term in the PSC. 

          Section
2.2      Interpretation. Unless the context
requires otherwise: (a) the gender (or lack of gender) of all words used in this
Agreement includes the masculine, feminine, and neuter; (b) references to an
“Article,” and “Section” or “subsection” refer to an article, section or
subsection of this Agreement, unless the context requires otherwise; (c) the
word “includes” and its derivatives means “includes, but is not limited to” and
corresponding derivative expressions; (d) the term “cost” includes expense, and
the term “expense” includes cost; (e) the terms defined herein include the
plural as well as the singular and vice versa; (f) references to money refer to
legal currency of the United States of America; (g) no construction shall be
given to the fact or presumption that one party had a greater or lessor hand in
drafting this Agreement; (h) examples shall not be construed to limit, expressly
or by implication, the matter they illustrate; (i) a defined term has its
defined meaning throughout this Agreement, regardless of whether it appears
before or after the place where it is defined; (j) the headings and titles
herein are for convenience only and shall have no significance in the
interpretation hereof; (k) whenever this Agreement refers to a number of days,
such number shall refer to calendar days unless Business Days are specified; and
(l) if a term is defined as one part of speech (such as a noun), it shall have a
corresponding meaning when used as another part of speech (such as a verb).

ARTICLE III 

  MANAGEMENT, DOCUMENTATION AND PERFORMANCE UNDER THE PSC 

          Section
3.1      Management Committee.

          (a)
The Parties agree that Allied will continue to appoint all of the
representatives to the Management Committee to which it had heretofore been
entitled to appoint. Allied agrees that, in all matters concerning Petroleum
Operations, Work Programme and Budget under the PSC, Allied shall consult with
CPL and represent CPL’s interests in relation thereto, including voting on
matters accordingly, as expressly directed in advance in writing by CPL or as
may be directed in person by a representative of CPL in attendance at the
meeting of the Management Committee. To the extent permitted under the PSC or by
other agreement by and between Allied and NAE, CPL shall have the right to
attend any meeting of the Management Committee. Allied shall send to CPL written
notice of the date, time and venue of each meeting of the Management Committee
and an agenda for such meeting on a timely basis, but in no event later than
five (5) days after Allied receives written notice of such meeting from the
party convening the meeting in question. No Management Committee representative
appointed by Allied shall vote at any meeting of the Management Committee on any
matter not included in the agenda for such meeting except as expressly directed
in advance in writing by CPL or as may be directed in person by a representative
of CPL in attendance at the meeting. The provisions of this paragraph shall
apply, mutatis mutandis, with respect to any other committee that may be
constituted under the PSC to which Allied may appoint representatives, including
any finance committee and any technical committee. 

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          (b) No
Management Committee representative appointed by Allied shall vote in favor of
the termination of the PSC or adoption or revision of a Development Plan without
the prior written consent of CPL. 

          Section
3.2      Documentation. Each Party agrees
to provide to the other Party, on a timely basis, copies of all documentation
and written information that it may receive from NAE, the Government, or any
other third party relating to the PSC or OMLs 120/121. Upon CPL’s request, all
of the audit rights of Allied and CINL described in the PSC, including Section
13.3, shall be enforced or carried out. Allied shall send to CPL a copy of all
default notices it sends or receives in connection with or arising out of the
PSC, including any such default notice under Section 8.3.2 of the PSC, within
five (5) days of such sending or receiving any such notice. In addition, Allied
shall promptly send to CPL any receipts or acknowledgment letters, within five
(5) days of its receipt thereof, that it receives pursuant to Section 14.5 of
the PSC. 

          Section
3.3      Performance Under the PSC and Novation
Agreement.

          (a)
Allied shall: (i) perform and observe all of its material covenants and
obligations contained in the PSC, (ii) take all reasonable and necessary actions
to prevent the termination or cancellation of the PSC, and (iii) upon CPL’s
written instruction and at CPL’s expense, enforce against each other party to
the PSC each material covenant or obligation of such party in accordance with
its terms to the extent that such enforcement is, in the reasonable opinion of
CPL, necessary or beneficial to the preservation of CPL’s rights or interests
under the PSC. 

          (b)
CPL shall have the right to participate in any meeting held pursuant to Section
9.1 or Section 9.2 of the PSC to determine a valuation formula for the
Realizable Price of any Crude Oil attributable to OMLs 120/121 or that is
otherwise subject to the PSC, and CPL shall have the right to instruct Allied
and direct Allied’s actions, and Allied shall follow and comply with such
instructions and directions, with respect to the valuation of such Crude Oil. In
addition, CPL shall have the right, by written request, to cause Allied to
propose a modification to the valuation method for the Realizable Price of any
Crude Oil attributable to OMLs 120/121 or that is otherwise subject to the PSC
in accordance with Section 9.2 of the PSC. 

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          (c)
Allied shall send to CPL any demand for arbitration that Allied receives
pursuant to Section 23.2 of the PSC within five (5) days of receipt thereof. CPL
shall have the right by written request to cause Allied to submit a demand for
arbitration with respect to any issue relating to the PSC that CPL itself could
submit if it were a party to the PSC having the rights and obligations granted
to it under the Second Novation Agreement, which submission shall be made by
Allied within ten (10) days of its receipt from CPL of a demand in a form
appropriate for submission. CPL shall have the right to participate in any
arbitration relating to the PSC conducted pursuant to Article 23 of the PSC.


          (d)
CPL shall be entitled to participate in any meetings or consultations regarding
the impact of any change in legislation on the PSC conducted pursuant to Section
26.3 of the PSC. 

          Section
3.4      Further Assurances. It is the intent of
the Parties that CPL be entitled to all rights and have the ability to enforce
all such rights under the PSC as if it were a party to the PSC having the rights
and obligations granted to it under the Second Novation Agreement. Allied shall
(and, to the extent reasonably within its power, shall cause CINL and NAE to)
take all reasonable action and afford all cooperation necessary or requested by
CPL to ensure CPL enjoys all rights and has the ability to enforce all such
rights as if CPL were a party to the PSC having the rights and obligations
granted to it under the Second Novation Agreement. 

ARTICLE IV 

  INDEMNITIES 

          Section
4.1      Indemnity.

          
(a) In the event that Allied fails to vote at any meeting of the Management
Committee on any matters concerning Petroleum Operations, Work Programme or
Budget under the PSC as directed in advance in writing by CPL, or as may be
directed in person by a representative of CPL in attendance at the meeting of
the Management Committee, Allied shall indemnify and hold harmless CPL from and
against any Damages arising out of any claims, liabilities or obligations under
the PSC resulting from Allied’s failure to so vote in accordance with the
provisions of this Article IV. For purposes of this Section 4.1(a), “Damages”
shall mean any and all liabilities, losses, claims, damages, fines, penalties
and expenses (including costs of investigation and defense and reasonable
attorneys’ fees and court costs). 

          (b)
In the event that, pursuant to the provisions of Clause 3.3.2 of the Novation
Agreement, the NAE Waiver (as defined therein) ceases to apply as a result of
CPL’s ceasing to be an Affiliate of Allied as a result of the CAMAC Parties’
sale of shares in CAMAC Energy Inc., Allied and CEHL (together, the “CAMAC
Parties”) shall jointly and severally indemnify and hold CPL harmless
from and against any diminution in the sum of CPL’s allocation of Profit Oil
from OMLs 120/121 from what would have otherwise been allocated to CPL in the
absence of such cessation of the NAE Waiver (such diminution for which indemnity
is to be provided hereunder shall hereinafter be referred to as the
“Waiver Damages”), in accordance with the provisions of this Article IV. Notwithstanding
anything to the contrary in Section 4.2 herein, the amount of any and all Waiver
Damages suffered by CPL shall be paid in cash, or, at the option of the CAMAC
Parties, may be paid in the return of a specified number of shares of CAMAC
Energy Inc. (formerly known as Pacific Asia Petroleum, Inc.). If the CAMAC
Parties opt to pay shares in lieu of cash for any Waiver Damages, then the CAMAC
Parties shall notify CPL in writing of their intent to exercise such option. The
number of shares to be paid to CPL shall have a fair market value equal to the
aggregate amount of the Waiver Damages to be paid by the CAMAC Parties. The fair
market value of such shares shall be determined by calculating the average
closing price of the common stock of CAMAC Energy Inc. (formerly known as
Pacific Asia Petroleum, Inc.) over a period of 30 days, counting back from the
first business day immediately prior to the determination of Waiver Damages
pursuant to Section 4.2 herein. 

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          (c)
Any amounts that Allied or the CAMAC Parties are required to pay CPL pursuant to
this Section 4.1 shall be referred to herein collectively as the
“Adjustment Amount”. 

          Section
4.2      Determination of Adjustment Amount. On
or before the later of (i) March 31 of every Calendar Year, or (ii) the date
that is thirty (30) days after CPL has received all information and
documentation from Allied, NAE and the Government, if and as applicable,
necessary to calculate the Adjustment Amount for the previous Calendar Year, CPL
shall deliver to Allied or, with respect to Waiver Damages, the CAMAC Parties,
written notice setting forth the actual Adjustment Amount, if any, for the
previous Calendar Year and reasonable supporting calculations and documentation.
If Allied or, with respect to Waiver Damages, the CAMAC Parties, dispute the
Adjustment Amount as set forth in such written notice, then Allied or, with
respect to Waiver Damages, the CAMAC Parties, may, within 10 days following
receipt of such notice, object thereto by providing CPL written notice of such
objection, setting forth in reasonable detail the substance of such dispute (a
“Dispute Notice”). CPL shall respond to the Dispute Notice within
10 days following receipt or as extended by mutual agreement (the “Dispute
Notice Period”). If CPL and Allied or, with respect to Waiver Damages,
the CAMAC Parties, have not agreed to an Adjustment Amount by the end of the
Dispute Notice Period, the Parties shall submit such matter to Grant Thornton
LLP, located in Houston, Texas, or if such firm no longer exists, then to
PricewaterhouseCoopers LLP, located in Houston, Texas (the selected firm is
referred to herein as the “Independent Arbitrator”), for review
and resolution in accordance with the provisions of this Article IV.

          (a)      The
Independent Arbitrator shall make a final and binding determination as to the
Adjustment Amount. The Independent Arbitrator’s determination shall be in the
form of an opinion as is appropriate under the circumstances and shall confirm
that it was rendered in accordance with this Article IV.

          (b)     
If the Adjustment Amount as set forth in CPL’s written notice (or if disputed by
Allied or the CAMAC Parties, as ultimately determined by the Independent
Arbitrator or otherwise) is positive (i.e., if the sum of CPL’s share of Profit
Oil and Cost Oil has been reduced as a result of Waiver Damages are due to CPL
from the CAMAC Parties), then Allied or, with respect to Waiver Damages, the
CAMAC Parties, shall, within thirty (30) days of such written
notice or determination, as appropriate, pay CPL by wire transfer of immediately
available funds, the amount of such Adjustment Amount.

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          (c)
Allied, the CAMAC Parties and CPL agree that judgment may be entered upon the
determination of the Independent Arbitrator in any court of competent
jurisdiction.

ARTICLE V 

  CONFIDENTIALITY 

          Each
Party acknowledges that in connection with its performance under this Agreement,
it may gain access to confidential material and information which is identified
by the other Parties as confidential and proprietary to the other Parties. Each
Party agrees to maintain the confidentiality of all such information as provided
in the PSC. 

ARTICLE VI 

  TERM; TERMINATION 

          This
Agreement shall commence upon the date first written above and shall expire at
such time as the PSC terminates and all applicable filing and reporting
requirements of the Government relating to CPL’s interest under the PSC have
been satisfied or are no longer applicable. 

ARTICLE VII 

  LIMITATIONS 

          NEITHER
ALLIED NOR CEHL SHALL BE LIABLE TO CPL FOR ANY INDIRECT, SPECIAL, EXEMPLARY,
INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR FROM THE BREACH OF THIS AGREEMENT, EXCEPT TO
THE EXTENT THE INJURIES OR LOSSES RESULTING IN OR GIVING RISE TO SUCH DAMAGES
ARE INCURRED OR SUFFERED BY A THIRD PARTY AND SUCH DAMAGES ARE RECOVERED AGAINST
CPL BY A THIRD PARTY PURSUANT TO A CLAIM WITH RESPECT TO WHICH ALLIED AND CEHL
ARE OBLIGATED TO INDEMNIFY CPL PURSUANT TO THIS AGREEMENT. 

ARTICLE VIII 

  FORCE MAJEURE 

          Section
8.1      Excused Performance. The Parties shall
not be subject to any liability, including, but not limited to, any liability of
a Party to the other Parties, imposed by virtue of the provisions herein, for
failure to comply with any of the terms and provisions of this Agreement,
excluding any term or condition relating to the payment of money, during the
time and to the extent that such failure shall be due to (a) provisions of Law,
or the operation or effect of rules, regulations or orders promulgated by any
Governmental Authority having jurisdiction over the Parties; (b) any demand or
requisition of any government having jurisdiction over the Parties; (c) the
action, judgment or decree of any court; (d) floods, storms, lightening,
earthquakes, washouts, high water, fires, acts of God or public enemies,
wars (declared or undeclared), blockades, epidemics, riots, insurrections,
strikes, labor disputes (it is understood that nothing herein shall be required
to force any Party to settle any strike or labor dispute referred to in this
Section 8.1), explosions, breakdown or failure of plant machinery, failure of
suppliers to deliver material or of carriers to transport the same; or (e) any
other cause (except financial), whether similar or dissimilar, over which the
Parties, respectively, have no reasonable control, and, in the case of each of
clauses (a) through (e) above, which forbid or prevent the performance of all or
any part of the conditions or obligations of this Agreement (such causes being
herein referred to as “Force Majeure”). 

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          Section
8.2      Reasonable Efforts.
Notwithstanding Section 8.1, every reasonable effort will be made by each Party
to avoid delay or suspension of any work or acts to be performed by such Party
hereunder due to Force Majeure. Further, should Force Majeure prevent
performance by a Party of its obligations hereunder, every reasonable effort
shall be expended by such Party, to remove or remedy the cause of the Force
Majeure or to find alternative means to accomplish that which is prevented by
Force Majeure. The Parties shall cooperate with each other to find ways to
remove or overcome the Force Majeure or to circumvent such Force Majeure.
Notwithstanding the foregoing, nothing herein shall be required to force any
Party to settle any strike or labor dispute. 

ARTICLE IX 

  MISCELLANEOUS 

          Section
9.1      Counterparts. This Agreement may be
executed in one or more counterparts, all of which shall be considered one and
the same agreement, and shall become effective when one or more counterparts
have been signed by each of the Parties and delivered to the other Party. 

          Section
9.2      Governing Law; Jurisdiction.

                    (a)      THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO
CONFLICTS OF LAW RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION. 

                    (b)      ANY
DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY
QUESTION REGARDING ITS EXISTENCE, VALIDITY OR TERMINATION, AND WHETHER
CONTRACTUAL, TORTIOUS, EQUITABLE, STATUTORY OR OTHERWISE), EXCEPT FOR SUCH
MATTERS GOVERNED BY SECTION 4.2 AS TO THE DETERMINATION OF DISPUTES WITH RESPECT
TO ANY ADJUSTMENT AMOUNT, SHALL BE REFERRED TO AND FINALLY RESOLVED BY
ARBITRATION IN HOUSTON, TEXAS UNDER THE ARBITRATION RULES OF THE UNITED NATIONS
COMMISSION ON INTERNATIONAL TRADE LAW, WHICH RULES ARE DEEMED TO BE INCORPORATED
BY REFERENCE INTO THIS CLAUSE, BY ARBITRATORS APPOINTED IN ACCORDANCE WITH SUCH
RULES. THE 

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ARBITRATION AND APPOINTING AUTHORITY WILL BE THE AMERICAN
ARBITRATION ASSOCIATION. 

          Section
9.3      Entire Agreement. Except for and
without limiting either Party’s rights under the Purchase Agreement, this
Agreement constitutes the entire agreement between the Parties pertaining to the
subject matter hereof, and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties regarding
the subject matter hereof. In the event of any conflict between the terms and
provisions of the Purchase Agreement and the terms and provisions of this
Agreement, the terms and provisions of the Purchase Agreement shall control to
the extent of such conflict. 

          Section
9.4      Notices. Unless otherwise
expressly provided in this Agreement, all notices required or permitted
hereunder shall be in writing and deemed sufficiently given for all purposes
hereof if (i) delivered in person, by courier (e.g., by Federal Express) or by
registered or certified United States Mail to the Person to be notified, with
receipt obtained, or (ii) sent by telecopy, telefax or other facsimile or
electronic transmission, with “answer back” or other “advice of receipt”
obtained, in each case to the appropriate address or number as set forth below.
Each notice shall be deemed effective on receipt by the addressee as aforesaid;
provided that, notice received by telex, telecopy, telefax or other
facsimile or electronic transmission after 5:00 p.m. or on a day that is not a
Business Day at the location of the addressee of such notice shall be deemed
received on the first Business Day following the date of such electronic
receipt.

Notices to Allied shall be addressed as follows:

Allied Energy Plc 
Plot 1649 Olosa Street 
CAMAC House

Victoria Island, Lagos 
Nigeria 
With copy to: 

Allied Energy Plc 
c/o CAMAC International Corporation

1330 Post Oak Blvd. 
Suite 2200 
Houston, Texas 77056 

Notices to CEHL shall be addressed as follows: 

CAMAC Energy Holdings Limited 
c/o CAMAC International
Corporation 
1330 Post Oak Blvd. 
Suite 2200 
Houston, Texas 77056 

8




or at such other address or to such other telecopy, telefax or
other facsimile or electronic transmission number and to the attention of such
other Person as Allied may designate by written notice to CPL.

Notices to CPL shall be addressed to: c/o CAMAC Energy Inc.,
1330 Post Oak Blvd., Suite 2575, Houston, Texas 77056, facsimile 832-201-7186,
or at such other address or to such other telecopy, telefax or other facsimile
or electronic transmission number and to the attention of such other Person as
CPL may designate by written notice to Allied. 

          Section
9.5      Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns; provided, however, that the
respective rights and obligations of the Parties shall not be assignable or
delegable by either Party without the express written consent of the
non-assigning or non-delegating Party. All assignments permitted or consented to
hereunder (i) shall be, and by their terms shall expressly provide that they
are, subject to the rights of the other Party under this Agreement, (ii) shall
require that the assignee agree to be bound by and perform all obligations of
the assigning Party hereunder with respect to the interest so assigned, and
(iii) shall not release the assigning Party or its predecessor Parties in
interest under this Agreement from their obligations under this Agreement. Any
purported assignment of this Agreement in whole or in part without the written
consent of the non-assigning Party or Parties where required by the provisions
of this Section shall be void. 

          Section
9.6      Amendments and Waivers. This Agreement
may not be modified or amended except by an instrument or instruments in writing
signed by the Party against whom enforcement of any such modification or
amendment is sought. A Party may, only by an instrument in writing, waive
compliance by any other Party with any term or provision of this Agreement on
the part of such other Party to be performed or complied with. The waiver by any
Party of a breach of any term or provision of this Agreement shall not be
construed as a waiver of any subsequent breach. 

          Section
9.7      Agreement for the Parties’ Benefit
Only. This Agreement is for the sole benefit of the Parties and their
respective successors and assigns as permitted herein and no other Person shall
be entitled to enforce this Agreement, rely on any representation, warranty,
covenant or agreement contained herein, receive any rights hereunder or be a
third-party beneficiary of this Agreement. 

          Section
9.8      Attorneys’ Fees. The prevailing Party
in any legal proceeding or arbitration brought under or to enforce this
Agreement shall be additionally entitled to recover court, tribunal or other
arbitrator costs and reasonable attorneys’ fees (including reasonable charges
for the time of the prevailing Party’s in-house attorneys) from the
non-prevailing Party. 

  9




       Section 9.9      Severability. If any term, provision or
condition of this Agreement, or any application thereof, is held invalid,
illegal or unenforceable in any respect under any Law, this Agreement shall be
reformed to the extent necessary to conform, in each case consistent with the
intention of the Parties, to such Law, and to the extent such term, provision or
condition cannot be so reformed, then such term, provision or condition (or such
invalid, illegal or unenforceable application thereof) shall be deemed deleted from (or
prohibited under) this Agreement, as the case may be, and the validity, legality
and enforceability of the remaining terms, provisions and conditions contained
herein (and any other application of such term, provision or condition) shall
not in any way be affected or impaired thereby. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
Parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the
extent possible. 

[Signature Pages Follow]

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          IN
WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the
Parties as of the day first written above. 

ALLIED ENERGY PLC 

By: /s/ Kamoru
Lawal                                       
Name:
Kamoru
Lawal                                    
 
Title:
Director                                                  


CAMAC PETROLEUM LIMITED 

By: Byron
Dunn                                               

Name: Byron
Dunn                                        
 
Title:
Director                                                  

 

CAMAC ENERGY HOLDINGS LIMITED 

Solely with respect to Article II, the
Waiver 
Damages set forth in Section 4.1(b), Section 4.2, 
and Articles V
through IX 

By: /s/ Kamoru
Lawal                                       
Name:
Kamoru
Lawal                                    
 
Title:
Director