Addition to the Loan Agreement of November 9, 2005


    
      

    

    Exhibit 10.56

     

     

    
 

    ADDITION
      TO THE LOAN AGREEMENT OF NOVEMBER 9, 2005

    


    


    THIS
      ADDITION TO THE LOAN AGREEMENT
      is made
      on January 16, 2007

    


    


    PARTIES:

    


    OOO
      ZAURALNEFTEGAZ,
      a
      limited liability company incorporated under the laws of the Russian Federation
      under the main state registration number (ORGN) 1024500513950, located at 17/2
      Lenin Street, Kurgan, 640000, Kurgan Oblast, Russian Federation (“ZNG”);
      and

    


    CASPIAN
      FINANCE LIMITED,
      a
      company incorporated in England and Wales under company number 05530897 and
      whose registered office is at Millennium Bridge House, 2 Lambeth Hill, London
      EC4V 2AJ United Kingdom (the “Lender”).

    


    


    WHEREAS:

    


    
      	
              (A)

            	
              The
                Lender and ZNG have signed the Loan Agreement on November 9, 2005
                (“Loan
                Agreement”)
                for the total sum of US$6,874,325 (“Initial
                Sum”)

            


    

    


    
      	
              (B)

            	
              The
                Lender is willing to make available to ZNG an additional loan facility
                to
                the Initial Sum and subject to the terms and conditions set out in
                this
                Addition to the loan agreement. 

            


    

    


    


    IT
      IS THEREFORE AGREED AS FOLLOWS:

    


    
      	
              1.

            	
              Additional
                sum

            


    

     

    The
      Lender hereby agrees to lend to ZNG an additional sum of $2,000,000 (Two million
      dollars USA) (“Additional
      sum”)

     

    
      	
              2.

            	
              Terms

            


    

     

    
      	
              2.1

            	
              The
                Loan Agreement of November 9, 2005 continues to operate as if the
                Additional sum was added to the Commitment (as described in the Loan
                Agreement). 

            


    

     

    
      	
              2.2

            	
              The
                terms of the Loan Agreement continue to be in force, including the
                following provisions: Term, Drawdown, Interest and Default Interest,
                Repayment, Purpose, Security, Conditions Precedent, Events of Default,
                Representations and Warranties, Notification of Events of Default,
                Costs
                and Charges, Gross Up, Set Off, Waiver, Notices, Assignment, Law
                and
                Disputes, Third Parties.

            


    

     

    
      	
              2.3

            	
              Drawdown
                Notice must be in the form set out in the Schedule to the Loan Agreement
                and shall include description of the purpose/purposes (as set forth
                in the
                clause Purpose of the Loan Agreement). Each Drawdown Notice shall
                specify
                the date upon which advance to be made and the amount of the advance.
                Transfer of the sums will be executed only after approval of their
                purpose
                by the Lender.

            


    

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date first above
      written.

    


    


    Borrower:
      OOO “ZAURALNEFTEGAZ”

    


    Signed
      by
      director: Oleg V. Zhuravlev

    


    


    Signature:
      /s/ Oleg V. Zhuravlev

    


    


    Corporate
      Seal

    


    


    


    Lender:
      CASPIAN
      FINANCE LIMITED

    


    Signed
      by: Simon Escott

    


    


    


    Signature:
      /s/ Simon Escott