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 Amendment No. 1


to the


Exploration and Production Sharing Agreement


Between





National Oil Corporation


and


VERENEX ENERGY AREA 47 LIBYA LIMITED


and





MEDCO INTERNATIONAL VENTURES LIMITED





























Amendment Agreement Area 47


This amendment agreement (the "Amendement Agreement") is made and entered into the 4th


day of Ramadan corresponding to the 3rd day of A1 Fateh (September) 1376 (2008), by and


between:


NATIONAL OIL CORPORATION ("NOC"), a corporation established by Law No. 24 of


1970, as amended and reorganized under Decision No. 10/1979 of the General Secretariat of


the General People's Congress of the Great Socialist People's Libyan Arab Jamahiriya


("GSPLAJ"), having its principal office at Bashir Sadawi Street, Tripoli, GSPLAJ (hereinafter


referred to as the "First Party"); and


Verenex Energy Area 47 Libya Limited (hereinafter referred to as "Verenex"), a


corporation established under the laws of Jersey and having a branch registered in the


Commercial Register of Tripoli, GSPLAJ under No. 60829, with an office at Hay Alwahd


Alarabia- Gargaresh k.m.7.7 , Tripoli; and


Medco International Ventures Limited (hereinafter referred to as "MIV"), a corporation


established under the laws of the Labuan, Malaysia and having a branch registered in the


Commercial Register of Tripoli, GSPLAJ under No. 61153 with an office at Fellah Area,


Suani Road, BHL Building Tripoli; and


Both Verenex and MIV hereinafter being collectively referred to as Second Party.


The First Party and the Second Party are hereinafter referred to individualy as a "Party", and


collectively as the "Parties".





WITNESSETH:


Whereas The Parties entered into an Exploration and Production Sharing Agreement


(“EPSA”) dated March 12, 2005 which EPS A was approved by the General People's


Committee of the GSPLAJ on 30/3/2005 for the Contract Area 47 in Ghadames Basin;


Whereas Second Party has completed its Exploration Program commitment and is willing to


undertake further exploration activities under the EPSA as amended hereto;


Whereas the Parties have agreed to amend the EPSA by revising the area contained in the


Contract Area 47 under the EPSA attached herein as Exhibit A-l.


Now Therefore, in consideration of the mutual covenants, conditions and obligations


herein contained, the Parties have agreed as follows :


ARTICLE 1 - DEFINITIONS


For the purposes of this Amendment Agreement, definitions of certain words and terms used in


the EPSA shall continue to have the meaning ascribed to them therein and shall apply to this


Amendment Agreement unless explicitly provided herein.


1.1 The term “EPSA” wherever it appeal's in this Admendement Agreement and the term


“Agreement” wherever it appears in the EPSA shall be deemed to refer to the EPSA as


amended by this Addendum Agreement.








AmendmenfAgreement Area 47


1.2 “Effective Date” shall mean the date of the signature of the Amendment Agreement by


the Parties.


1.3 “Revised Contract Area” shall mean the entire area described in Exhibit A-l attached to


this Amendment Agreement;





ARTICLE 2 - Revision to the Contract Area





The Parties agree to amend and remove certain area of the Contract Area as described in Exhibit


A-l attached herein and made part hereof





ARTICLE 3 - MISCELANEOUS





3.1 This Amendment Agreement shall become effective on the Effective Date.


3.2 Except as otherwise expressly amended by this Amendment Agreement, all other terms


and conditions of the EPS A including all Exhibits (save Exhibit A), shall remain in full


force and in effect.


3.3 The term “Contract Area” wherever it appeal's in the EPSA shall be deemed to refer the


Revised Contract Area.


3.4 This Amendment Agreement is made in six originals, three (3) in the Arabic language and


three (3) in the English language, all having equal power and validity.








IN WITNESS WHEREOF, the Parties have executed this Amendment Agreement in Tripoli,


GSPLAJ, on the date first above written.























Verenex Energy Area 47 Libya Limited











Director





Medco International Ventures Limited








Grant Bowler


Director





3


 EXHIBIT A-l





REVISED CONTRACT AREA


Attached to and made a part of the Amendment Agreement dated 4th day of Ramadan


corresponding to the 3rd day of A1 Fateh (September) 1376 (2008), between NOC, and


Verenex and MIV.








Area: 47 Number of Blocks: 4





Open Acreage: 6,123 sq. km














32° 00 00” 32° 00 00” N






























































31° 00 00” 31° 00 00” N





11° 00 00”E 12° 00 00” E








Scale 1: 1000,000











Note: All Geographic Coordinates of allocated Boundaries are referred to Hayford International Spheroid 1924


based on European Datum 1979 (ELD79)





/u


1 Amendment Agreement Area 47


 Area: 47





REVISED CONTRACT AREA


Description











Block: 1





Starting at the intersection of 31° 00' 00” Latitude


and 11° 00' 00” Longitude


Thence East till 11° 30’00” Longitude


(( North “ 31° 30'00” Latitude


(( West “ 11° 00'00” Longitude


u South “ Point of Origin








Excluded Area (NCI 18)





Starting at the intersection of 31° 00' 00” Latitude


and 11° 00' 00” Longitude


Thence East till 11° 30'00” Longitude




“ West u 11° 00’ 00” Longitude


(( South “ Point Of Origin











Block: 2


Starting at the intersection of 3TOO' 00” Latitude


and 11° 30'00” Longitude


Thence East till 12° 00’ 00” Longitude


North <( 31° 30'00” Latitude




a South CC Point Of Origin











Excluding 1NC21


Starting at the intersection of 31° 27'30” Latitude


and 11° 33'00” Longitude


Thence East till 11° 38' 00” Longitude




“ West “ 11°33'00” Longitude










Excluding (A1-NC3A)





Starting at the intersection of 31° 09'30” Latitude


and 11° 41' 00” Longitude


Thence East till 11° 43'30” Longitude


“ North

“ West a 11° 41'00” Longitude


“ South a Point Of Origin


Block: 3





Starting at the intersection of 31° 30' 00” Latitude


and 11° 00' 00” Longitude


Thence East till 11° 30’ 00” Longitude


“ North “ 32° 00' 00” Latitude


West M 11° 00' 00” Longitude


“ South a Point Of Origin








Excluding (NC2)


Starting at the intersection of 31° 50'00” Latitude


and 11° 00' 00” Longitude


Thence East till 11° 10' 00” Longitude


<( South “ 31° 45'00” Latitude


CC East “ 11° 20' 00” Longitude


u South “ 31° 35'00” Latitude


u East “ 11° 30' 00” Longitude


u South “ 31° 30'00” Latitude


“ West “ 11° 00' 00” Longitude


(( North “ Point of Origin


Block: 4


Starting at the intersection of 31° 30' 00” Latitude


and 11° 30’ 00” Longitude


Thence East till 12° 00’ 00” Longitude


u North “ 32° 00’ 00” Latitude


<< West “ 11° 30’ 00'’ Longitude


South “ Point of Origin


Excluding (NC143)


Starting at the intersection of 31° 30' 00” Latitude


and 11° 50'00” Longitude


Thence East till 12° 00'00” Longitude


“ North “ 32° 00’ 00” Latitude


a West “ 11° 50’ 00” Longitude


South “ Point Of Origin





Excluding (NC2)





Starting at the intersection of 31° 30'00” Latitude


and 11° 30' 00” Longitude


Thence East till 11° 40' 00” Longitude


“ North “ 31° 35'00” Latitude


“ West 11° 30' 00” Longitude


“ South “ Point of Origin.