A.  Establish a new joint venture operating company (JVCo) with a 60:40 split
in equity and share of dividend in KNMPS favour, whereby the JVCo will be
granted a 5 year concession commencing from first date of production (the
Concession Period) to develop, operate and maintain the Sedigi Oilfield
Facilities in Chad comprising of production facilities, oil and gas pipelines,
LPG processing and bottling plant and a 30MW gas power plant.
B.  KNMPS will undertake the EPCC (turnkey) Contract with an estimated value
of USD220 million for a duration of 24 months.
C.  The JVCo will award to KNMPS, training, operations and maintenance of the
facilities for the Concession Period.
D.  The parties agree to finalise the details and execute a Joint Venture
Operating Agreement (JVOA) by 31 August 2009.
E.  The Government of Chad will be entitled to royalties at 20% for oil and
10% for gas.
F.  Societe Des Hydrocarbures Du Tchad S.A. will endeavour to secure tax
benefits within existing laws and KNMPS will do same for interest cost of
project funding.