Date: Date/Month/Year

1. Company (registered number <insert>) whose registered office is at<insert> (“the Company”); and
2. Tectosat Ltd: Nutley Lane, Reigate, RH2 9HP (“the Consultant”)

(A) The Consultant is an independent consultant willing to provide the Services (as hereinafter defined) to the Company as set out below.

Operative provisions:
1. Definitions
In this  Agreement the following definitions shall apply unless the context otherwise requires:

“Associated Company” means any company which for the time being is:
(a) a company having an ordinary share capital (as defined in Section 832 of the Income and Corporation Taxes Act 1988) of which not less than 25 per cent is owned directly or indirectly by the Company (or by any holding company of the Company) applying the provisions of Section 838 of the Income and Corporation Taxes Act 1988 in the determination of ownership; or

(b) a holding company (as defined in Section 736 of the Companies Act 1985) of the Company; or

(c) a subsidiary (as defined in Section 736 of the Companies Act 1985) (other than the Company) of any such holding company;

“Group” means the Company and its Associated Companies for the time being;

“Fees” means the fees as set out in Part I of the Schedule;

“Services” means the consultancy services to be provided by the Consultant as set out in Part I of the Schedule.

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2. Consultancy services
The Company ENGAGES the Consultant to provide consultancy services to the Company and the Group relating to its oil and gas and exploration activities and the Consultant AGREES to provide such Services upon the terms and conditions set out below.

3. Duration
This Agreement shall commence on <insert date> and shall continue thereafter for a period necessary for project completion unless both the Company and the Consultant mutually agree to an extension.

4. Consultant’s services
4.1 The Consultant is retained to perform the Services specified in Part I of the attached Schedule to the Company at such times and at such locations as the Company and the Consultant shall mutually agree from time to time.

4.2 The Consultant shall at all times use reasonable endeavours to keep the Company fully informed of any activities which could give rise to a direct or indirect conflict of interest with the services provided by the Consultant to the Company hereunder.

4.3 Neither the Consultant nor any person engaged by the Consultant shall have, nor shall they hold themselves out as having, any authority to bind the Company save insofar as they are specifically authorised to do so by the Company in writing.

4.5 The Consultant shall provide the Services under this Agreement with reasonable care and skill and to the best of its ability. The Consultant shall use best endeavours to promote the interests of the Company at all times and shall inform the Company of any information or knowledge which comes into the possession of the Consultant which may be beneficial to the Company.

5. Fees
In consideration of the provision by the Consultant of the Services during the term of this Agreement the Company shall pay fees to the Consultant as specified in Schedule 1.

6. Expenses
The Company shall reimburse the Consultant for out of pocket expenses reasonably incurred in the proper provision of the Services hereunder in accordance with the Company’s scale of allowable expenses provided that on request the Consultant shall provide the Company with such vouchers or other evidence of actual payment of such expenses as the Company may reasonably require. The Consultant shall obtain prior agreement of the Company in respect of any expense claim.

7. Termination by Events of Default

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7.1 Either party hereto may at any time and without prejudice to any rights or claims it may have against the other by notice in writing terminate this Agreement hereunder and without any liability to pay any remuneration, compensation or damages if at any time the other party or any person engaged by the other party shall be in material breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied by the party in breach within 21 days of receipt by that party of a notice from the non-breaching party specifying the breach and requiring its remedy.

7.2 The Company may by notice in writing immediately terminate this Agreement if the Consultant shall;

7.2.1 be, guilty of gross misconduct and/or any serious or persistent negligence in the provision of the Services hereunder;

7.2.2 commit any act of fraud or dishonesty which is material to the Company or the Group (whether or not connected with the engagement for the Services hereunder);

7.2.3 fail or refuse after written instruction to provide the Services reasonably and properly required hereunder;

7.2.4 conduct them self in any manner which, in the reasonable opinion of the Company, brings or is likely to bring the Company into disrepute by association.

8. Obligations upon termination
8.1 On the date of termination of this Agreement the Consultant shall and shall procure that:

8.1.1 any rights in respect of work done and services rendered and the products thereof prior to the date of termination of this Agreement shall remain vested absolutely in the Company; and

8.1.2 it delivers up to the Company all records, documents, accounts, letters and papers of every description received from or generated for the Company (whether originals or copies and whether on paper, computer memory or otherwise) within the possession or control of the Consultant, or any other person engaged by the Consultant, and relating to the business of the officers of the Company or the Group and any other property belonging to the Group. The Company shall have the right to retain any deliverables, of every description, that have been delivered prior to termination.

9. Confidential information
All information, other than information already in the public domain, obtained by the Consultant as a result of the provision of the Services shall be held confidential for the sole use of the Company and its employees or authorised representatives alone, and shall be disclosed only to those persons designated by the Company or any other person upon the express written permission of the Company.

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10. Status and tax liabilities
The parties declare that it is their intention that no person engaged by the Consultant shall become or shall be deemed to be an employee of the Company and it is agreed that the Consultant shall be responsible for all income tax liabilities and national insurance or similar contributions in respect of fees paid by the Company to the Consultant.

11. Notice
Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending the same by registered post or recorded delivery to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.

12. Illegality
If any provision or term of this Agreement or any part thereof shall become or be declared illegal invalid or unenforceable for any reason whatsoever including but without limitation by reason of the provisions of any legislation or other provision shaving the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties or this Agreement including the EC Commission and the European Court of Justice, such terms or provisions shall be divisible from this Agreement and shall be deemed to be deleted from this
Agreement in the jurisdiction in question provided always that, if any such deletion substantially affects or alters the commercial basis of this Agreement, the parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances.

13. Entire Agreement
This Agreement sets out the entire agreement of the parties and supersedes all prior agreements and understandings relating to its subject matter.

14. Severability
If any provision or provisions of this Agreement (or of any document referred to herein) is or at any time becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement (or such document) shall not in any way be affected or impaired thereby.

15. Non-assignment
None of the parties hereto may assign its or his rights and obligations in whole or in part hereunder without the prior written consent of the other party.

16. Waiver

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No failure to exercise and no delay in exercising on the part of any of the parties hereto any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.

17. Third parties
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any remedy or right of any third party which exists or is available apart from that Act.

18. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby agree to submit to the exclusive jurisdiction of the English courts.

IN WITNESS WHEREOF, the duly authorised representatives of the Parties have caused this Agreement to be executed on the date first written above <insert company> The Consultant.

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Part I
Services and Fees

To assist < Company name > staff in their assessment of a new venture region onshore area of Iraq by acquiring, processing and interpreting remotely sensed data.

Phase 1
Tectosat Ltd to provide data as follows Products to be delivered by beginning of <insert date>