CONTRACT REG. No.

: C P C 70001 MT 900

600 North Dairy Ashford (77079-1175)

P.O. Box 2197
Houston, TX 77252-2197

THE CONTRACT AGREEMENT BETWEEN CONOCOPHILLIPS CORPORATION, TEXAS

AND

THOMAS FOSTER

THIS AGREEMENT IS MADE ON THIS DAY APRIL 22 2022

BETWEEN

CONOCOPHILLIPS CO. AS FIRST PARTY AND

THOMAS FOSTER

AS SECOND PARTY.

ARTICLE 1: CONTRACT PERIOD.

CONTRACT FOR WORKS AND SERVICES WITH SUSPENSION CLAUSE

CONOCOPHILLIPS CO.
as GENERAL CONTRACTOR

and

THOMAS FOSTER as

CONTRACTOR

TABLE OF CONTENTS

· 1. PARTIES
· 2. PREAMBULE, ANNEXES, DEFINITIONS
· 3. SUBJECT OF THE CONTRACT
· 4. CONTRACT PRICE AND PAYMENT
· 5. ENDORSEMENT OF CONTRACTUAL OBLIGATIONS, RECIPROCITY CLAUSE
· 6. SUSPENSION CLAUSE AND TERM OF EXECUTION
· 7. RIGHTS AND OBLIGATIONS OF THE PARTIES
· 8. DELAY AND TERMINATION OF WORK
· 9. RECEPTION OF WORKS
· 10. ATTORNEYS
· 11. WARRANTIES
· 12. CONTRACTUAL RESPONSIBILITY
· 13. CONFIDENTIALITY CLAUSE
· 14. FORCE MAJEURE
· 15. NOTIFICATIONS
· 16. INTERPRETATION OF THE CONTRACT
· 17. FINAL PROVISIONS
1. PARTIES

CONOCOPHILLIPS CORPORATION
............................... HOUSTON, TX
based in..................................

FORMERLY AS CONTINENTAL OIL AND TRANSPORTATION CORPORATION

registered ..............................................................
AND AS CONOCOPHILLIPS CORPORATION IN AUGUST 30, 2002
.........................................................................

represented by DEATRICE M. PULLIAM (CONOCOPHILLIPS) and

MR. THOMAS FOSTER hereinafter

„General Contractor” and „Contractor”

THOMAS FOSTER, based in Santee, CA registered at California Society of Model

Engineers represented by THOMAS FOSTER, hereinafter „contractor” named in
what follows, both „Parties” as well as each individual „Party”, decided upon
the conclusion of this contract for works and services with suspension clause
(„The Contract”) under the following conditions:

2. PREAMBLE AND ANNEXES

2.1. The preamble and the annexes to this Contract are an integral part thereof.

2.2. The titles of individual items in this Contract are intended only to
facilitate its completion and not its interpretation.

2.3. Except as otherwise provided in this Contract, the dates and times expressed
in days will be interpreted as calendar days.

2.4. Any exemptions from the provisions of this Contract, convened by the Parties
through the annexes, shall be deemed to be agreed only on the subject of the
Annex and not to amend the provisions of the Contract.

2.5. The following Annexes form an integral part hereof:

Annex N.1 - Estimate of design, nitrogen lifting, zonal isolation and

construction work and rates the financial costs of obtaining financing, technical
staff costs (engineering side , site inspectors) to be carried out in Canadian
Arctic Archipelago in the territory of Nunavut.

Annex N.2 - Graph of execution and acceptance stages of the works;

Annex N.3 - Plans of the offshore on which the work will be realized;

Annex N.4 - Preliminary agreement between the Parties.

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3. SUBJECT OF THE CONTRACT

3.1. The object of this contract includes the design and execution of zonal
isolation and nitrogen lifting specified in the Annex n.1 to this Contract
("Work"), for realization of project.

3.2. Referring to the Work under this Contract the Contractor guarantees that the
Work will be in accordance to the time schedule and the deadline set by the
Parties.

4. CONTRACT PRICE AND PAYMENT

4.1. The total Project's value is $ 1, 200, 000. 00 (One Million Two Hundred
Thousand United States Dollars) in accordance with Annex n.1 of the Contract. This
Contract relates just to only one tranche of Project for the value of $ 1, 200,
000. 00 (One Million Two Hundred Thousand United States Dollars) and, with the
signing of the Contract, the Contractor acquires a pre-emption right on tenders
for realization of the other Project's tranches, on equal terms with any other
third candidate.
4.2. If the final value of the Work will differ by no more than 55% of the
estimated and subscribed value, the General Contractor undertakes to pay the
difference. If the Contractor finds that the final amount differs by more than 5% of
the estimated and subscribed value, the Contractor will require the General
Contractor for contractual extension for further work, in which case the
Contractor will be authorized to terminate the Contract if the final costs of the
Work are deemed unjustified.

4.3. If the execution of the Work has additional costs to the price of the
Contract (represented but not limited to: legal fees for issuing permits /
approvals / agreements, utility connections fees, utility charges, etc.) they will
be paid entirely by the Contractor.

4.4. The concept design, Leak off test, metric calculations and supply
THOMAS FOSTER
specifications will be done by........................, as Contractor, agreed by
the Contractor and paid by General Contractor. This external design firm will
collaborate with experts appointed by Contractor and General Contractor to
optimize times and costs of the entire Work.

4.5. On the basis of the subscribed stages of the work in progress (W.I.P.), at
intervals not exceeding 60 days, the Contractor shall prepare W.I.P. statements
which will be verified and confirmed by Contract Manager appointed by the
Contractor. After written confirmation of W.I.P. statements (according to Art.
6.2.5.), The Contractor will issue to the Beneficiary proforma invoices as soon as
possible.

4.6. Invoices payments will be made within five working days of the actual
submission of the proforma invoice.

4.7. The General Contractor will issue a invoice for the amounts paid by the
Contractor in the proforma invoices within 48 hours of the amounts being highlited
into his bank account.

4.8. All payments due under this Contract shall be made with the official exchange
rate announced by the Federal Reserve System on the day of payment by the General
Contractor of the invoice or at the official exchange rate announced by the Federal
Reserve System on the day of issue of the invoices by the General Contractor or
the payment can be done in euro, usd and gbp at the bank indicated by Contractor.

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4.9. If the CONTRACTOR calls for additional works, such as work unknown at the
time of signing the present Contract, their cost will be added to the Contract
Price. Their value, lead time and other details regarding the method of payment
will be included in the written addendum signed by both Parties.

4.10. The General Contractor will pay the Contractor within 7 days after signature
of the Contract and after completion of subsequent reciprocity clause of
endorsement of contractual obligation, an advance payment of $ 1, 200, 000. 00 (One
Million Two hundred thousand United States Dollars) on official invoice, payable
into an account
to be indicated by the Contractor.
5. ENDORSEMENT OF CONTRACTUAL OBLIGATIONS, RECIPROCITY CLAUSE

5.1. The financial and banking arrangements between the Parties have been decided
in a preliminary agreement which is an integral part of this contract in
accordance with the Annex n. 4, hereby reiterated.

5.2. The General Contractor will issue in favour of the Contractor a Bank Guarantee
(stand-by letter of credit, certificate of deposit, escrow), for value of $ 1, 200,
000. 00 (One Million Two Hundred Thousand United States Dollars), issued by a bank
institute approved by the Contractor's bank, valid for 2 (two) years, and
returnable at the end of the contract.

5.4. The Parties authorize, with the signing of this contract, their own bank
officer (bank-to-bank procedure) to define the verbiage text, emission procedures,
validation, authentication and consolidation of guarantee.

5.5. This Contract will enter take effect when the bank guarantees are accepted by
respective bank institutes. The period during which the Parties must submit the
bank guarantee letter (certificate of deposit, escrow account) is 7 banking days
from the date of this Contract.

6. SUSPENSION CLAUSE AND TERM OF EXECUTION

6.1. The beginning of the Work object of this Contract is subject to the
accomplishment and acceptance by both Parties, within 7 banking days from the
signing of the Contract, of the budget that will emerge from concept design, zonal
isolation, nitrogen lifting, leak off test, metric calculations and supply
specifications, as per art. 4.4, but no more than $ 27, 000, 000. 00 (Twenty Seven
Million United States Dollars)

6.2. If the budget will be accepted by both Parties, the Work will begin within 30
days after the delivery of site, all permits / permissions to commence, project
plans drawn up by the General Contractor and approved by the Technical Committee:
1 original project-package individually signed and 2 certified copies (one for Work
and one for the Contract Manager), plus an electronic copy on CD.

6.4. The execution will end, at the latest, within 60 days from start of Work.

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7. RIGHTS AND OBLIGATIONS OF THE PARTIES

7.1. Rights and obligations of the General Contractor

7.1.1. The General Contractor shall provide the Work with qualified personnel, as
provided in the Contract and according to the estimate of Work covered in Annex
n.1.
7.1.2. The Contractor undertakes to start the Work at the date fixed by the
Contractor and meet interim deadlines set out in Annex n.2.

7.1.3 The Contractor shall ensure the quality of all Work done under general and
special legislation in force, rules and technical regulations in quality.

7.1.4. The Contractor shall be responsible for the Offshore organisation necessary
to carry out all Work.

7.1.5. The Contractor undertakes to make every effort not to affect the neighbors
of the Location and announce the General Contractor immediately about any
complaints related to disturbances caused by their work. If these disorders are
due to Contractor's fault, he will be fully responsible for any damage caused to
neighbors.

7.1.6. The Contractor is obliged to inform the General Contractor in writing of

any errors, omissions, or other such defects discovered by him on the Offshore for
the duration of the Contract, within 24 hours of the discovery.

7.1.7. The Contractor shall ensure compliance by its employees to work safety
rules and PSI under current legislation, being liable for any prejudice caused to
the General Contractor or third parties by breaking the legal dispositions.

7.1.8. All materials delivered to the site or used in the execution of the Works
by the Contractor will be guaranteed against any manufacturing defects, according
to the certificates of quality and / or security issued by the material suppliers.

7.1.9. The Contractor is required to provide access to the representative /

representatives to verify Client W.I.P. statement.

7.1.10. The Contractor is obliged to appoint a leader for specialty works

(Offshore Superintendent) to prepare all documents required by law.

7.1.11. The Contractor shall prepare W.I.P. statements stating the work performed
and detail their value. W.I.P. will be submitted for review and approval by the
General Contractor. If the General Contractor has objections about the quality
and/or quantity of Work included in W.I.P. statements, the Contractor is obliged
to respond in writing to the objections, proceeding to remedy the detailed
deficitary aspects.

7.1.12. The Contractor undertakes to immediately inform the General Contractor of

any notification or request from any natural or legal persons, public / private,
which have been communicated based on actions carried out in order to complete the
Contract.

7.1.13. The Contractor undertakes to return to the General Contractor, in 5 days

from the seizure of the Contract all of the documents that have been made
available in order to carry out the assumed obligations and whose further
possession is no longer justified.

PAGE 04
7.1.14. No later than 20 working days from completion of the Work, the Contractor
shall evacuate all equipment used on site and its own surplus material.

7.1.15. The Contractor has a right to subcontract part of and/or entire Work or
service contracts and/or procurement contracts.

7.2. Rights and obligations of the General Contractor

7.2.1. The General Contractor is obliged to pay the Price of the Contract, in the
W.I.P. amount and in the deadlines.

7.2.2. The Contractor is required to obtain the offshore, all permits, agreements
and necessary approvals for the execution of the Work.

7.2.3. The Contractor is obliged to provide all necessary documentation to the

General Contractor, the Project's Technical Project that is drawn up by the
Contractor and approved by the Employer by technical committee (CTE) for the Work
contracted, in 2 copies. The Contractor is fully responsible for the accuracy of
the documents and any other information provided to the General Contractor
regarding the execution of the Contract.

7.2.4. The General Contractor is obliged to examine the works that are hidden
within 10 days of written notice to the Contractor to this effect.

7.2.5. The General Contractor is obliged to examine the received W.I.P. statements
and to send the Contractor the accept or objections, in 3 working days of their
receipt. Not replying to the Contractor is considered a silent agreement of the
W.I.P.

8. DELAY AND TERMINATION OF WORKS

8.1. If the volume or the nature of unforeseen Works, climate conditions that are
unfavorable or any other reason that is not because of the fault of the
Contractor causes and interruption in Work greater than 48 hours, he has the right
to ask the General Contractor in writing, either the extension of the execution
terms of the Work or any part of it or seizing the Work until the cause that
delayed the Work seizes.

8.2. Any extension of the implementation period of the Work established jointly
by the Parties will be subject to an addendum.

8.3. If the General Contractor fails to pay two consecutive invoices the
Contractor shall be entitled to suspend the Work, until payment of outstanding
debts by the General Contractor. The Contractor shall be obliged to notify the
General Contractor of its decision to stop the Work at least five days before the
date of seizure.

PAGE 05
8.4. The Contractor shall resume the Work within 5 days from the moment of
payment of outstanding debts by the General Contractor. The deadline for
completion of the Works and all interim periods execution will be delayed for a
period equal to that between the date of termination and the date of resumption of
execution of the Work.

8.5.Throughout the cessation of Work the Contractor will be required to ensure the
security of the site and the equipment on site.

8.6. The General Contractor is obliged to pay to the Contractor any costs required
in order to restart the Work that stopped due to the Contractor's fault. In this
sense, the Parties will draw up the costs 5 days from restarting the Work.

8.7. The Contractor is obliged to make insurance policies for all the risks
associated to the Work and Contractor liability (CAR) and employee accident
insurance policies.

9. RECEPTION OF WORK

9.1. Reception of Work will be made according to execution phases, as agreed by

the Parties in the Annex. 2 to this Contract.

9.2. The General Contractor shall notify the applicant in writing of the
completion of each stage of the Work, asking him to carry out the reception of the
executed phases of the Work.

9.3. If shortcomings or deficiencies are found upon receptions, they will be

reported to the General Contractor setting the deadlines for remedy and
finalization. In this situation, the General Contractor may withhold Work payments
from the Contractor, in order for them to be remedied, until the final reception of
these Work.

10. ATTORNEYS

10.1. The Parties, in order to conduct transactions subject to this Contract and
valid confirmation of its obligations, vested with decision and signature the
persons listed below. Any change in their published performance of the Contract
shall be made in writing on notice;
Proxy / Contractor's Representative: Mr. Luca Barsotti
Empowered / Owner's Representative: Mr. Marius Gerard Necula;

10.2. Replacing the own empowered above mentioned as representative does not
necessitate motivation to the other Party but the other Party must be notified in
writing.

11. WARRANTIES

11.1. The warranty for materials used by the Contractor will be provided by the
supplier of materials, according to technical specifications and warranty terms.

11.2. The General Contractor is not entitled to withhold well execution sums
from the Contractor. Bank guarantee issued by the Contractor shall be considered
Performance Guarantee. At the end of the Work the Parties will agree on the
establishment of Performance Guarantee (BG extension, escrow, insurance policy
etc).

PAGE 06
12. THE CONTRACTUAL RESPONSIBILITY

12.1. For culpable failure to fulfill any obligation under this Contract, the
executed creditor may consider this Contract terminated by operation of law and
without the intervention of a court, if the result of the written notice thereof
defaulting party has not executed obligations within 30 days from the date of the
notification.

12.2. All obligations of the Parties arising before or on the date of

termination of the Contract shall be payable as from that date.

12.3. In case of termination due to the exclusive fault of the General

Contractor prior to achieving the objective established in Art. 3, he will owe
the Contractor as interest damages, the difference between the total Contract
Price and amounts paid up to the date of termination under this Contract. The
obligation to pay damages shall be due within 15 days of termination of the
Contract.

12.4. In case of Contract termination, due to exclusive fault of the General

Contractor, prior to accomplishing the objective established in Art. 3, he will
reimburse the Contractor the amounts of the un-executed part of Work, the
improper Work which were paid in advance by the Contractor as well as the
difference in the total price of the Contract and the sums accepted by the
Contractor as expenses regarding the Contract. The reimbursement obligation is
15 days due from seizing the contract.

13. CONFIDENTIALITY CLAUSE

13.1. Parties are bound to confidentiality of information received for the

purposes of the present Contract, both during the development and afterwards it
under pain of being sued for damages for any damage caused by failure
confidential treatment.

13.2.All documents relative to achieving the object of the contract and that
labeled "Confidential" are to be treaded as confidential.

13.3. The obligation of confidentiality does not take effect in the following
cases:

a) the information received is or becomes public information without any fault

on the part of either Party;
b) The Party receiving the information can prove that it was in its possession
prior to transmission by the other Party;
c) The Party can demonstrate that they have been received without restriction
from a third party that has no obligation of confidentiality;
d) documents required by public institutions responsible for control;
e) production of documents is done on request of other public institutions or
private individuals or legal entities to fulfill obligations under this Contract.

14. FORCE MAJEURE

14.1. In case of force majeure, the Parties are exempted from any liability for
failure due to the occurrence of this event.

14.2. Force majeure is caused by an occurrence beyond its control, unpredictable

and insurmountable occurred after the entry into effect of the Contract that
prevent the parties to fulfill their obligations, in whole or in part. Force
PAGE 07
14.2. Force majeure is caused by an occurrence beyond its control, unpredictable
and insurmountable occurred after the entry into effect of the Contract that
prevent the parties to fulfill their obligations, in whole or in part. Force
Majeure will be certified in accordance with law.

14.3. That Party in case of the force majeure shall notify the other Party of
both appearance and termination event within 15 days.

15. NOTIFICATIONS

15.1. All notices and correspondence between the Parties under this Contract
shall be in writing and will be deemed submitted if delivered personally or by
mail (with receipt) or by fax. Notifications will be sent to the Party concerned
at the following address or fax number (or such other address or fax number
notified hereunder).

THOMAS FOSTER
thomasfoster212@yahoo.com
(657)-210-0423

16. INTERPRETATION OF THE CONTRACT

16.1. Each Contract terms must be interpreted to take effect in accordance with
applicable law. If any provision of this Contract is invalid as a result of
changes in the law applicable to the Contract, the remaining contractual clauses
remain valid.

16.2. If any provision of the contract becomes unenforceable or void, the Parties
will agree on changes needed in order to achieve the objective pursued by each of
them at its conclusion.

16.3. The law applicable to the contract is the United States law.

16.4. The English text has full priority in the event of any controversial
matter.

16.5. Any disputes arising from the interpretation and/or execution of the
Contract shall be resolved amicably and in case of them remaining unresolved,
the Parties shall submit the dispute for decision to the competent ordinary
courts.

17. FINAL PROVISIONS

17.1. Contract additions and amendments are not valid and opposable between the
Parties unless made by Addendum.

17.2. Non-exercise by either Party, of any rights under this Contract or the law
or not to exercise that right in time will not be deemed a waiver of that right
by that Party.

17.3. Waiver or extension granted in any situation of any of the other

Contracting Parties shall not constitute a precedent and will not draw any
conclusion on the applicability in other cases, similar and/or different.

PAGE 08
ANNEX NO. 1

ESTIMATE OF DESIGN AND WORKS AND PRICES, FINANCIAL COSTS TO OBTAIN FINANCING,
TECHNICAL STAFF COSTS (ENGINEERING PART (OFFSHORE FOREMEN)
1 „Offshore/Platform” –
MAP
2.1 Design Services (1-3%
. of the Project value)
2.2 Civil Works
2.3 Mechanical Works
2.4 Electrical Works,
. SCADA, equipment
2.5 Financial Costs ( 3-5%
. of the project value)
2.6 Engineering costs ( 1%
. of the project value)
2.7 Obtaining
. authorisations,
agreements (1-3% of
2.8 Reserve funds (20% of
. the project value
THOMAS FOSTER (S.S.E)

ANNEX N.2

EXECUTION GRAPH

Specifications

1. Intermediary execution deadlines will be changed so that the final

implementation deadline be respected. Overcoming execution intermediate deadlines
will not be considered non-compliance by the Contractor in case the execution
deadline will be met.

2. The chart does not include periods of samples execution and commissioning of
the equipment. Where these operations will be required during the works and will
cause staggering interim implementation deadlines, the deadline for implementation
will be delayed accordingly.

3. The graph of performance will be achieved for each paper after completing
execution of the Project.

4. All elements of the project will define, codify and numbered by a separate annex
signed by both Parties. Coding and numbering of the items will be kept throughout
the execution of the Works.

PAGE 09
ANNEX N.3

PAYMENTS

1. As agreed in contract, after the General contractor will have the bank
guarantee established of $ 2, 600, 000. 00 (One Million Two Hundred Thousand
United States Dollars) in the favor of the Contractor (THOMAS FOSTER), the General
Contractor (CONOCOPHILLIPS CORPORATION) will pay the total amount of $ 1, 200,
000. 00 (One Million Two Hundred Thousand United States Dollars).
2. After the contractor spends the money from the first invoice of $ 5,000,
000.00 (Five Hundred Thousand United States Dollars) he will justify to the
General Contractor and can do the next proforma invoice for further acquisitions
or preparations for the project mentioned in the contract "Canadian Arctic
Archipelago in the territory of Nunavut", so every part of the zonal isolation and
nitrogen lifting will be paid in advance. The first phase of amount ($ 5, 000.
00) paid is for MOBILIZATION PHASE and after completion or replacement, $ 1, 200,
000. 00 (One Million Two Hundred Thousand United States Dollars) would be paid to
THOMAS FOSTER. In case the contractor will not spent the entire amount of money
from the invoice, the next invoice shall be made and will be paid only on
difference.
3. Each invoice will be documented with explanations for the money that
have been spent, in order to be done next invoice.

4. The guarantee of the Contractor can be taken ONLY on the following

conditions:

a) if the Contractor after he receives money in advance for different work,

the General Contractor verify and the work was not done as agreed.
At this point, the Contractor is obliged to notify in writing the General
Contractor to remediate the problems occurred as soon as possible but no more
than 30 days.

b) if the Contractor uses low rank materials and the offshore platform and
nitrogen lifting present serious damages during the project.

At this point, the General Contractor is obliged to notify in writing the

contractor to replace all bad materials and rebuild as soon as possible but no
more than 30 days.

ANNEX N. 4

PRELIMINARY AGREEMENT

For a future edition of contract for works and services with suspension clause

between:

CONOCOPHILLIPS CORPORATION, HOUSTON, TX - in short “the General Contractor”

THOMAS FOSTER”, SANTEE,CA - in short "the Contractor";

Referred to collectively as the Parties,

Given that

A) It is the intention of the Parties stipulate a definitive contract for works

PAGE 10
and services for the realization in Canadian Arctic Archipelago in the territory
of Nunavut. The total value of the contract by the Contractor is $ 1, 200, 000. 00
(One Million Two hundred thousand United States Dollars). The Parties are aware
that, at this moment, there are permissions and authorizations about this project.
It should be considered the documents, in reference of the object of the contract,
to evaluate costs and skills.

The Parties sign this preliminary agreement "per rollam" to make bases for the
preparation of the final contract/payment that the Parties intend to undertake. The
effectiveness of the contract will be subject to the satisfaction of ALL of the
following:

1) The General Contractor agrees to release in favor of the Contractor a Bank

Guarantee, in value of $ 1, 200, 000 (One Million Two hundred thousand United
States Dollars), either to ensure the good execution of the works until final
acceptance, and for cover any damages resulting from failure or incorrect execution
of the same and, finally, as
a counter-guarantee for advance / deposits paid by the General Contractor prior to
certification of the WIP;
2) Payment should be made by the General Contractor to the Contractor as follows:

* Advance payment of MOBILIZATION of $ 500, 000. 00 (Five Hundred Thousand

United States Dollars) after signing the contract, and after the completion of the
guarantee from point 1, payment of $ !, 200, 000. 00 (One Million Two Hundred
Thousand United States Dollars) would be paid to the contractor. This advance
payment will be used by the Contractor to cover the administrative/mobilization
costs related to the
management of the contract (purchasing of equipment, administrative, legal, tax,
etc.)
* Payment of the final balance: The final payment must be made within 7 days
from the date of completion of the work to the Contractor, perfectly finished and
tested and guaranteed by insurance for a ten year period to cover any structural
defects. The delivery of the work is expected within 24/25 months from the date of
signing of the contract.

4) Audit: it is an interest of the Parties undertaking a proper preliminary check

of contractors (so-called due diligence), aimed to verify the actual financial and
business state of the parties. For those business verifications, upon the signing
of this agreement, the parties will exchange their certified company registration,
constituent documents and/or statutes, respective company-profile and names of
those representatives with copies of their identity documents, including data of
any third parties that both, the General Contractor nd the Contractor, intend to
involve in the contract or as third-party guarantor, more data and bank details to
proceed with the financial audit. For the financial verifications the Parties at the
signing of contract, undertake to authorize their bank officers to the bank
verification, only in a "bank-to-bank" form, to confirm the ability to receive
and/or to issue guarantees referred to point 1) and 2), so that no person outside
the official bank officers will be authorized to consult the official bank of the
counter party.

B) This document constitutes a contractual engagement under a condition

precedent, and this condition will be completed only with the mutual delivery of
information for due diligence in point 4. The final deadline within which the
information must to be delivered is the tenth business day from the signing of
this preliminary agreement. After that date this Agreement shall be deemed

PAGE 11
terminated and without any effectiveness.

C) The Parties undertake, each for its own side, to maintain secret the
confidential information and not to use, directly or indirectly, these information
for personal purposes. The Parties agrees to consent to access to these
confidential information to those people who have reasonable need to access and
/or use them in order to evaluate whether to proceed with the proposed operation
and to inform those people and agents of the confidential nature of such
information.

D) This Agreement is governed by the United States of America laws and the
language to the interpretation of the terms is English.

Annexes:

1. Certificate of Incorporation and signatory powers

2. Certificate of Incorporation and signatory powers
3. Preliminary study of project "Canadian Arctic Archipelago in the territory of
Nunavut”
4. Copy identity document signer
5. Copy identity document signer
6. Draft text approved Performance Bond

Sender : Executant's Bank

Receiver: Financing company's Bank

The Bank Guarantee shall be irrevocable during contract open within .... banking
days after the receipt of MT 799 SWIFT-message, confirming that the General
Contractor (CONOCOPHILLIPS CORPORATION), has the necessary funds, in amount of $
1,200, 000. 00 (One Million Two Hundred Thousand United States Dollars), in order
to finance the a/m mentioned project, as per instructions of the owner of the
project.

PAGE 12
AUTHORIZED SIGNATORIES

.........................................................................

THOMAS FOSTER (S.S.E)

for CONTRACTOR

...................................................................................

DEATRICE M. PULLIAM
for CONOCOPHILLIPS (REPRESENTATIVE)

............................................................................

WILLIAM R. WOODHOUSE
for CONOCOPHILLIPS (REGIONAL MANAGER, TX AREA)

..........................................................................

EDWARDS BOLOW
for CONTRACTOR (Tubing Engineer)

.........................................................................

RICHMOND U. SALINAS
for THOMAS FOSTER
(WITNESS)