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Exhibit 10

JDA Block A-18

Summary of Terms of Triton's Participation



Triton's Cost Participation:



50%



Triton's Approximate Net Revenue Interest:

Before Cost Recovery:

After Cost Recovery:



34%*

24%*



Taxes:



Tax holiday (0% rate) for

first 8 years of

production

Tax rate of 10% beginning

in year 9 of production

Tax rate of 20% beginning

in year 15 of production



Term:



For life of MTJA up to 35

years



Contract Area:



700,000 acres



*After royalties (not all of which are reflected in the production sharing

contract) and after profit share to the MTJA. Triton's participation includes

its cost recovery share (equal to the cost recovery share of the Malaysian state

oil company) and profit share, which vary before and after cost recovery.





CONTRACT BETWEEN

MALAYSIA-THAILAND JOINT AUTHORITY

AND

PETRONAS CARIGALI SDN. BHD.

AND

TRITON OIL COMPANY OF THAILAND

RELATING TO EXPLORATION AND

PRODUCTION OF PETROLEUM

FOR

MALAYSIA-THAILAND

JOINT DEVELOPMENT AREA

BLOCK A-18



TABLE OF CONTENTS

ARTICLE



HEADING

PREAMBLE



PAGE

1



1



DEFINITIONS AND INTERPRETATION



3



2



DURATION AND RELINQUISHMENT OF AREAS



16



3



WORK PROGRAMME AND BUDGET FOR

PETROLEUM OPERATIONS



21



4



MANAGEMENT OF OPERATIONS



31



5



RECOVERY OF COST OIL. DIVISION OF

PROFIT OIL AND MARKETING



38



6



SEGREGATION OF CRUDE OIL



45



7



VALUATION OF CRUDE OIL



47



8



NATURAL GAS



50



9



RESEARCH CESS AND OTHER PAYMENTS



57



10



PAYMENTS AND CURRENCIES



60



11



ACCOUNTS AND AUDITS FOR

PETROLEUM OPERATIONS



62



12



PROCUREMENT OF EQUIPMENT,

FACILITIES, GOODS, MATERIALS,

SUPPLIES AND SERVICES



65



13



ARBITRATION



71



14



TRAINING OF MTJA PERSONNEL



72



15



EMERGENCY SUPPLY OBLIGATION



73





ARTICLE



HEADING



PAGE



16



TERMINATION



74



17



JOINT OPERATING AGREEMENT



78



18



ASSIGNMENT



80



19



UNITISATION AGREEMENT



81



20



INSURANCE



82



21



TAXES AND DUTIES



84



22



FORCE MAJEURE



85



23



INDEMNITY



87



24



COMPLIANCE WITH LAWS AND DIRECTIVES



88



25



GOVERNING LAW



89



26



PUBLIC STATEMENTS



90



27



ENTIRE AGREEMENT AND SEVERABILITY



91



28



NOTICES AND COMMUNICATIONS



92



SIGNATURE



94



APPENDIX A



MAP OF CONTRACT AREA



APPENDIX B



LIST OF EXISTING SHAREHOLDERS



APPENDIX C



PARTICULARS OF DATA, INFORMATION, ETC.

TO BE SUBMITTED



APPENDIX D



LETTER OF GUARANTEE





-1PREAMBLE

This Contract is made the ______ day of_______________ [

] BETWEEN

MALAYSIA-THAILAND JOINT AUTHORITY (hereinafter referred to as "MTJA"), an

authority established under the Malaysia-Thailand Joint Authority Act 1990 of

Malaysia and Thailand-Malaysia Joint Authority Act B.E.2533 (1990) of the

Kingdom of Thailand, (hereinafter referred to collectively as the "MTJA Act

1990"), and the Agreement between the Government of Malaysia and the Government

Of the Kingdom of Thailand on the Constitution and Other Matters Relating to the

Establishment of the Malaysia-Thailand Joint Authority, dated 30 May 1990,

(hereinafter referred to as "the MTJA Agreement"), and having its office at 27th

Floor, Empire Tower, City Square Centre, 182, Jalan Tun Razak, 50400 Kuala

Lumpur, Malaysia, of the first part; and PETRONAS CARIGALI SDN. BHD., a company

incorporated under the laws of Malaysia and having its registered office at 136,

Jalan Pudu, 55100 Kuala Lumpur, Malaysia, (hereinafter referred to as

"CARIGALI"), and TRITON OIL COMPANY OF THAILAND, a company incorporated under

the laws of the State of Texas, United States of America and having its

registered office at 6688 North Central Expressway, Suite 1400, Dallas, Texas,

75206 United States of America and having its local registered branch offices at

7th Floor, Kian Gwan Building 1, 140 Wireless Road, Bangkok 10330, Thailand and

Lot 14.08, 14th Floor, Wisma Stephens, Jalan Raja Chulan, 50200 Kuala Lumpur,

Malaysia (hereinafter referred to as "TRITON"), of the second part (both parties

of the first and second part shall hereinafter be referred to singularly as

"Party" and collectively as "Parties");



-2WHEREAS pursuant to the Memorandum of Understanding between Malaysia and the

Kingdom of Thailand on the Establishment of a Joint Authority for the

Exploitation of the Resources of the Sea-bed in a Defined Area of the

Continental Shelf of the Two Countries in the Gulf of Thailand dated 21 February

1979, (hereinafter referred to as "the MOU") the MTJA Agreement was signed by

the Government of Malaysia and the Government of the Kingdom of Thailand,

(hereinafter referred to as "the Governments"), on 30 May 1990, at Kuala Lumpur,

Malaysia, followed by the enactment of the MTJA Act 1990 by both the

Governments;

AND WHEREAS by virtue of the MTJA Act 1990 enacted pursuant to the MTJA

Agreement, MTJA has been vested with the exclusive rights, powers, liberties and

privileges to explore and exploit the non-living natural resources of the

sea-bed and sub-soil, in particular petroleum, in the Joint Development Area on

behalf of the Governments;

AND WHEREAS MTJA has certain obligations and responsibilities to the Governments

as prescribed under the MTJA Act 1990 and the MTJA Agreement executed in

accordance with the MOU;

AND WHEREAS the Parties are desirous of entering into a contract for the purpose

of the exploration for and exploitation of petroleum resources in an area of the

Joint Development Area as provided under this Contract;

NOW THEREFORE for and in consideration of the mutual promises, covenants and

conditions hereinafter set out it is hereby stipulated and agreed as follows:



-3ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1



The following terms unless otherwise specified herein shall have the



meanings assigned to them under the following provisions:

"Affiliate" in relation to any Party, means a company, corporation or

statutory body:

(a)



that is Controlled by such Party; or



(b)



that Controls such Party; or



(c)



that is Controlled by a company, corporation or

statutory body that also, directly or indirectly, Controls such

Party:

"Control" means directly or indirectly having control,

management and ownership by a company, corporation or statutory

body of more than fifty per cent (50%) of the shares of voting

stock of the company, corporation or statutory body in question.



"Appraisal Well" means an Exploration Well which is not a Wildcat Well,

which is drilled with the objective of further defining a potential

Commercial Quantity of Petroleum indicated by a Wildcat Well;



-4"Associated Gas" means Natural Gas, commonly known as gas-cap gas, which

overlies and is in contact with significant quantities of Crude Oil in a

reservoir, or solution gas dissolved in Crude Oil in a reservoir;

"Budget" means an estimate of income and expenditure approved, or as the

context may require, to be approved, by MTJA in accordance with Article

3 in respect of all Petroleum Operations included in a Work Programme;

"Calendar Year" means a period of twelve (12) months commencing from 1st

January and ending on 31st December according to the Gregorian Calendar;

"Commercial Quantity" in relation to reserves means estimated reserves

which in the opinion of Contractors and as approved by MTJA are capable

of being developed and produced in a commercially viable manner;

"Contract Area" means the area as described in Article 2.2 and shall

constitute all the Sub-blocks whether contiguous or not; and where any

part of such area is surrendered or relinquished by Contractors pursuant

to any Article of this Contract, the expression means thereafter the

area remaining after such surrender or relinquishment;

"Contractors" means TRITON and CARIGALI or their respective successors

and any assignee of any interest of either TRITON or CARIGALI pursuant

to Article 18;



-5"Contractors' Portion of Profit Gas" means Contractors' entitlement to

Natural Gas under Article 8.6;

"Contractors' Portion of Profit Oil" means Contractors' entitlement to

Crude Oil under Article 5.2;

"Cost Gas" means the portion of the proceeds of sale of Natural Gas to

be applied by MTJA towards discharging cash payments to the respective

Governments under Article 8.5(a) and the portion of the proceeds of

sales of Natural Gas claimed under Article 8.5(b) by Contractors;

"Cost Oil" means:

(i)



that portion of Crude Oil, the proceeds of which are to be

applied by MTJA towards discharging cash payments to the

respective Governments as referred to in Article 5.1(a); and



(ii)



that portion of Crude Oil which is to be applied for the purpose



of recovery by Contractors of costs relating to Petroleum

Operations in respect of Crude Oil in accordance with Article

5.1(b) [whether or not the subject of a purchase under Article

5.1(c)];

"Crude Oil" means any oil including oil extracted from bituminous shales

and other stratified deposits, either in its natural state or after the

extraction of water, sand or foreign substance but before any such oil

has been refined or otherwise treated and includes all Natural Gas

liquids and condensates recovered from Natural Gas;



-6"Cubic Meter" means a cubic meter of dry Natural Gas at an absolute

pressure of 101.325 kiloPascal and at a temperature of fifteen degrees

Celsius (15 DEG.C);

"Development Area" means any area designated as such in accordance with

Article 2.4;

"Development Plan" means a plan to develop an Oil Field or a Gas Field

pursuant to Article 2.4 or Article 8.1, as the case may be, the contents

of which shall include but shall not be limited to the following:

(a)



details of all exploration activities carried out in respect of

the relevant Oil Field or Gas Field and all information used for

appraisal, details of geological structure and hydrocarbon

occurrence and stratigraphy and details of any further appraisal

as may be required by Contractors;



(b)



estimated volumes of oil and/or gas initially in place and the

quantity estimated to be recoverable, expected drive mechanism

and recovery efficiency, drainage spacing, intended reservoir

operating policy and the scope for secondary recovery;



(c)



full details of the facilities or structures and any other works

which Contractors propose to construct or carry out during the

development and production period for the relevant Oil Field or

Gas Field for the purpose of producing oil and/or gas from such





-7Oil Field or Gas Field, and for minimising flaring of Associated

Gas and preventing flaring Of Non-associated Gas and preventing

environmental pollution;

(d)



the location of and the purposes for which the facilities,

structures or other works are to be used and the times at which

each facility, structure or other work is to be commenced and

completed;



(e)



Contractors' assessment of marketability of Petroleum, the

maximum and minimum quantities of Petroleum which Contractors

expect to recover from the relevant Oil Field or Gas Field in

each year of the production period relating thereto, the rate of

recovery expected and details of any problems expected to be

encountered in relation to production and marketing;



(f)



details of yearly forecast expenditure and cash flow of both

capital and operating expenditure; and



(g)



contingencies for minimising wastage of Associated Gas and

pressure maintenance programme to optimise Petroleum recoveries

and additional development:



"Effective Date" means the date of signing of this Contract;

"Exploration Well" means either a Wildcat Well or an Appraisal Well;



"First Commercial Production" means in relation to Crude Oil, the date

that production has continued for a period of twenty-four (24) hours

from the relevant Oil Field following completion of testing of the first



-8production well, and in relation to Natural Gas means the date within

the first sixty (60) days on which a cumulative 10(6) Giga Joule of

Natural Gas was first sold or, the sixtieth day after the Natural Gas

was first sold if the cumulative sale within the first sixty (60) days

does not exceed 10(6) Giga Joule;

"Gas Field" means an area consisting of a single reservoir or multiple

reservoirs all grouped on, or related to, the same individual geological

structure, or stratigraphic conditions from which Non-associated Gas may

be produced;

"Giga Joule" means one billion (1,000,000,000) Joules;

"Gross Production of Crude Oil" means the total volume of Crude Oil won

and saved by Contractors from time to time under this Contract measured

at the relevant storage facility less basic sediment and water and

expressed in Kilolitre;

"Joint Development Area" means the Joint Development Area as defined

under the MTJA Act 1990;

"Kilolitre" in relation to Crude Oil means one thousand (1,000) litres

of Crude Oil at a temperature of fifteen degrees Celsius (15 DEG. C) and

at an absolute pressure of 101.325 kiloPascal. (To convert one (1)

Kilolitre to United States barrels at sixty degrees Fahrenheit (60 DEG.

F) and absolute pressure of 14.696 psia, the relevant factors given in

ASTM D 1250 table 52 should be used);



-9"MTJA's Portion of Profit Gas" means MTJA's entitlement to Natural Gas

under Article 8.6;

"MTJA's Portion of Profit Oil" means MTJA's entitlement to Crude Oil

under Article 5.2;

"Natural Gas" means a mixture of hydrocarbons and varying quantities of

non-hydrocarbons that exist either in the gaseous phase or in solution

with Crude Oil in natural underground reservoirs and is classified as

either Associated Gas or Non-associated Gas;

"Non-associated Gas" means Natural Gas which is found in a reservoir

that does not contain significant quantities of Crude Oil;

"Non-recoverable Expenditure" means, unless provided otherwise in this

Contract:

(a)



costs incurred as a result of any proven negligent act or

omission or wilful misconduct of Contractors or any

Sub-contractors including any amount paid in settlement of any

claim alleging negligence or misconduct whether or not

negligence or misconduct is admitted or whether such sum is

stated to be paid on an ex-gratia or similar basis;



(b)



the replacement and/or repair costs in respect of assets or

other property which is uninsured or under-insured and liability

incurred to third parties on the basis of strict liability, in

each case which





-10-



has been agreed between MTJA and Contractors to be insured but

which Contractors have failed to insure for the amount agreed

with MTJA;

(c)



all amounts which Contractors are liable to pay to MTJA under

Article 23;



(d)



all expenditure (including professional fees, publicity and

out-of pocket expenses) incurred in connection with the

negotiation, signature or ratification Of this Contract;



(e)



any payment under Article 5.3 and Article 9 of this Contract;



(f)



any expenditure incurred directly or indirectly in connection

with the raising of money to finance Petroleum Operations and

other incidental costs and charges related thereto by whatever

method raised, and such expenditure includes, but is not limited

to, interest (except in respect of interest on loans raised with

the permission of MTJA and where interest rates are also

acceptable to MTJA), commissions, fees and brokerage;



(g)



audit fees and accounting fees (excluding fees and expenses

incurred for the conduct of audit and accounting services

required by this Contract) incurred pursuant to the auditing and

accounting requirements of any applicable law and all costs and

expenses incurred in connection with intragroup corporate

reporting requirements (whether or not required by law);





-11(h)



any expenditure in respect of the hiring or leasing of

equipment, plant, machinery or other property or facilities

except where such hiring or leasing has been made with the

approval of MTJA;



(i)



any costs and charges relating to formation of any Affiliate or

any partnership or joint venture arrangement;



(j)



payment of compensation or damages under this Contract (unless

otherwise approved by MTJA) and any other payments not arising

out of Petroleum Operations;



(k)



any costs and charges in respect of central administration or

the head office of Contractors or any Affiliate of Contractors

which are not substantiated to the reasonable satisfaction of

MTJA as being incurred in connection with Petroleum Operations

under this Contract or which are excessive;



(l)



all taxes on income of profits under any applicable law and

export duties;



(m)



all costs, expenses and charges relating to the settlement of

disputes, which are not approved in advance by MTJA (whether or

not successful) including all costs and expenses of arbitration

or litigation proceedings;



(n)



any costs, charges or expenses including donations relating to

public relations or enhancement of Contractors' corporate image

and interests except for contributions and entertainment costs

which have been approved in advance by MTJA;





-12(o)



all costs and expenses associated with local offices and local

administration including staff benefits which are excessive;



(p)



any expenditure incurred which is not related to Petroleum



Operations or on matters or activities beyond the Point of

Export or the Point of Sale;

(q)



claims for expenditure which are not adequately supported and

documented;



(r)



all costs and expenses directly or indirectly related to or

incidental to training of Contractors' personnel who are not

Malaysian or Thai nationals unless otherwise approved in advance

by MTJA;



(s)



operational expenditure on items not included in the Budget for

the relevant year or expenditure on any budgeted item for which

the approval of MTJA is not given and except such expenditures

allowed under Article 3.3 and Article 3.9;



(t)



any other expenditure not falling within any of the above items

which is stated elsewhere in this Contract to be non-recoverable

expenditure, or costs stated not to be allowable costs for the

purpose of calculating Cost Oil or Cost Gas or amounts expended

without the approval of MTJA (where such approval is required)

or expended as a result of the breach or noncompliance of

Contractors' obligations under this Contract;





-13"Oil Field" means an area consisting of a single reservoir or multiple

reservoirs all grouped on, or related to, the same individual geological

structural feature, or stratigraphic conditions from which oil may be

produced commercially;

"Petroleum" means any mineral oil or relative hydrocarbon and Natural

Gas existing in its natural condition and casinghead petroleum spirit

including bituminous shales and other stratified deposits from which oil

can be extracted;

"Petroleum Operations" means all operations under this Contract for the

exploration for Petroleum, for the development of Petroleum fields and

for the production of Petroleum up to the agreed Point of Export or the

agreed Point of Sale;

"Point of Export" means the last outlet flange of the loading facility

from which Contractors lift Contractors' Portion of Cost Oil and Profit

Oil either at onshore terminal or at offshore facility or otherwise as

agreed between MTJA and Contractors from time to time;

"Point of Sale" has the meaning assigned to "Point of Export";

"Production Area" means an area designated as such in accordance with

Article 2.5;

"Profit Gas" means the remaining portion of the proceeds of sale of

Natural Gas after deductions under Article 8.5;



-14"Profit Oil" means the remaining portion of Crude Oil after deductions

under Article 5.1;

"Quarter" means a period of three (3) consecutive months beginning on

1st January, 1st April, 1st July or 1st October (of the Gregorian

Calendar) in any year;

"Sub-block" has the meaning given to that term in Article 2.2;

"Sub-contractors" means any third party, including without limitation

any Affiliate of Contractors, employed by Contractors for the

performance of specified services in relation to Petroleum Operations

approved by MTJA;



"Wildcat Well" means a well located on a geological feature which is

structurally or stratigraphically separate from a geological feature

previously drilled by Contractors;

"Work Programme" means a programme for Petroleum Operations to be

carried out in or related to the Contract Area as set forth in Article

3.

1.2



References to the singular include, where the context so admits

references to the plural and vice versa, and references to Articles and

Appendices are references to Articles of and Appendices to this

Contract.



1.3



Reference to any statute, statutory provision or statutory instrument

includes a reference to that statute, statutory provision or statutory

instrument as from time to time amended, extended or re-enacted.





-151.4



The headings are used for convenience only and shall not affect the

construction of this Contract.



1.5



Where this Contract requires Contractors to obtain the consent, approval

or agreement of MTJA, such consent, approval or agreement shall not be

unreasonably withheld by MTJA.



END OF ARTICLE 1



-16ARTICLE 2

DURATION AND RELINQUISHMENT OF AREAS

2.1



Subject to the provisions as hereinafter provided in this Contract, this

Contract shall be for a fixed term of thirty-five (35) years or the

period of validity of the MTJA Agreement, whichever is the earlier,

commencing from the Effective Date.



2.2



The Contract Area shall, on the Effective Date, encompass Block A-18 in

the Joint Development Area under the MTJA Act 1990, an area bounded on

the east by the eastern boundary of the Joint Development Area under the

MTJA Act 1990, on the west by the western boundary of the Joint

Development Area under the MTJA Act 1990, on the north by the 7 DEG. 18'

N latitude, and on the south by the 7 DEG. 00' N latitude, and shall be

divided into nine (9) Sub-blocks as shown on the map of Block A-18 as

appears in Appendix A.



2.3



The exploration activities in respect of Petroleum Operations shall

commence not later than one (1) month from the date of approval by MTJA

of the first Work Programme and Budget referred to in Article 3.1.

Each Sub-block shall cease to be part of the Contract Area if no Crude

Oil in a Commercial Quantity is found therein within five (5) years from

the Effective Date with the exception of any area defined as a Gas Field

in accordance with Article 8.1.





-17The Contractors may apply to MTJA for permission to retain such

Sub-block for further exploration for an agreed time period, provided

that additional work commitment for that Sub-block is proposed by

Contractors and agreed upon by MTJA.



2.4



When Crude Oil is discovered in a Commercial Quantity in a Sub-block,

that Sub-block is automatically converted into and forms part of a

Development Area to which shall be added other Sub-block or Sub-blocks

as and when Crude Oil is discovered in a Commercial Quantity in the

Sub-block or Sub-blocks; and wherever it is established that the Crude

Oil so discovered is from an Oil Field which straddles over two (2) or

more Sub-blocks within the Contract Area those Sub-blocks in which the

Oil Field is located are also automatically converted into and form part

of the Development Area. Contractors shall submit a Development Plan for

Oil Field(s) to MTJA for its consideration at least sixty (60) days

prior to submission of the relevant Work Programme and Budget or any

revisions thereof.

MTJA shall consider such Development Plan without delay. MTJA shall not

unreasonably require any changes to such Development Plan, and in

particular will not require changes which, in Contractors' opinion,

materially increase the cost of development of an Oil Field. If a

Development Plan has not received MTJA's approval within ninety (90)

days of submittal, the period of time from the expiration of said ninety

(90) days until MTJA's approval is received shall be added to the five

(5) years referred to below.





-18If Contractors fail to produce Crude Oil commercially, directly or

indirectly, from any Sub-block or Sub-blocks in which an Oil Field is

located in the Development Area within five (5) years from the date when

the Sub-block or Sub-blocks were converted into a Development Area, that

Sub-block or Sub-blocks shall be deemed to be relinquished to MTJA and

cease to be part of the Contract Area unless Contractors can reasonably

demonstrate to MTJA that the delays are due to circumstances beyond

Contractors' control or that the delay is at MTJA's request.

Any Sub-block which is not defined as a Development Area and any area

which is not a Gas Field as defined in accordance with Article 8.1 at

the end of five (5) years from the Effective Date shall be deemed to be

relinquished to MTJA and cease to be part of the Contract Area.

2.5



The First Commercial Production Of Crude Oil from any Oil Field in a

Development Area automatically converts the Sub-block or Sub-blocks in

which the Oil Field is located into a Production Area to which shall be

added other Sub-block or Sub-blocks as and when the First Commercial

Production of Crude Oil from new Oil Fields takes place and if such Oil

Field straddles over two (2) or more Sub-blocks within the Contract Area

those Sub-blocks are automatically converted into and form part of the

Production Area.



2.6



Production of Crude Oil and Associated Gas may be carried out from the

Production Area:





-19(a)



for a period of twenty-five (25) years commencing from the date

of the First Commercial Production of Crude Oil from the

Sub-block or Sub-blocks in which an Oil Field is located; or



(b)



till the expiry of the term of this Contract,



whichever is the earlier. Provided however in the event Contractors

effect the First Commercial Production of Crude Oil from the Sub-block

or Sub-blocks before the expiry of the relevant development period for

such Sub-block or Sub-blocks the balance of that development period

shall be added to the above production period. Upon the termination of

the production period for any Sub-block or Sub-blocks as hereinabove

described, such Sub-block or Sub-blocks shall be deemed to have been

relinquished forthwith to MTJA.

It shall be agreed between the Parties that any production of Crude Oil

and Associated Gas beyond the above production period, as the case may



be, shall be on terms and conditions to be agreed by MTJA.

2.7



Contractors may after consulting MTJA surrender any Sub-block of the

Contract Area provided that written notice is given to MTJA six (6)

months before the date of the intended surrender without stipulating any

condition in relation to such surrender. Such surrender shall not in any

way operate to relieve Contractors from any liabilities which arise on

surrender thereof or subsisting prior to such surrender.





-202.8



If Contractors fail to produce Crude Oil commercially from any Oil Field

within the Production Area for a continuous period exceeding one (1)

year unless such failure is excused by Article 22 or otherwise allowed

to do so by MTJA in writing, then such Oil Field within the Production

Area shall be deemed to be relinquished forthwith to MTJA.



END OF ARTICLE 2



-21ARTICLE 3

WORK PROGRAMME AND BUDGET FOR

PETROLEUM OPERATIONS

3.1



Contractors within ten (10) weeks from the Effective Date shall submit

for the approval of MTJA the first Work Programme and Budget setting

forth the Petroleum Operations which Contractors propose to carry out

and initiate until 31st December 1994. For the subsequent years,

Contractors shall submit before 1st October of each Calendar Year, for

approval of MTJA, a Work Programme and Budget setting forth the

Petroleum Operations which Contractors propose to carry out and initiate

during the next Calendar Year.



3.2



Each activity, namely exploration, development and production shall

have its own Work Programme and Budget.

Each Work Programme and Budget shall set out in detail by quarterly

period all aspects of the proposed Petroleum Operations to be carried

out including all relevant data and information and estimated costs,

duration of each operation for each project and in the case of a Work

Programme for a Production Area, the estimated monthly rate of

production for each Oil Field or Gas Field. Such Work Programme shall

also include measures to be taken by Contractors to comply with the

obligations as specified in Article 3.8.





-22Details of each Work Programme and Budget shall be in such form as

required by MTJA. Each Work Programme and Budget shall include forecast

of yearly activity and expenditure for the four (4) year period

following the end of the relevant Calendar Year or the period up to

termination of this Contract, whichever is shorter.

3.3



No Petroleum Operations shall be carried out unless and until the

relevant Work Programme and Budget have been approved in writing by

MTJA. MTJA shall notify Contractors of its approval (whether or not

conditional) or otherwise, of a proposed Work Programme and Budget:

(a)



within forty-five (45) days of receipt of the first Work

Programme and Budget;



(b)



by 15th December of the previous year, in respect of each

subsequent Work Programme and Budget.



MTJA may give notice to Contractors that a proposed Work Programme and

Budget submitted by Contractors is approved subject to such conditions

as MTJA may specify in such notice and may give Contractors notice that

a proposed Work Programme is to be revised either in whole or in part.

If Contractors consider that any revision required by MTJA renders the

Work Programme and Budget non-commercial, or is in excess of the minimum

work expenditure as set forth in Article 3.5 during the exploration

period, Contractors shall within thirty (30) days notify and

substantiate to MTJA its reasons for coming to such a decision.

Thereupon, MTJA and Contractors shall meet and discuss the revision

required by MTJA with a view to resolving any differences. If the

Parties fail to resolve their differences within sixty (60) days from

the date of the



-23first of such meeting then, notwithstanding the foregoing, Contractors

shall incorporate the revisions required by MTJA into the proposed Work

Programme and Budget submitted by Contractors under this Article 3.3,

provided, however, that such change shall not increase or decrease the

Budget as proposed by Contractors of any affected expenditure item by

more than ten per cent (10%) and does not substantially alter the

general objectives of the Work Programme as submitted by Contractors.

All costs relating to exploration activity, including appraisal, of

Petroleum Operations shall be recoverable as Cost Oil or Cost Gas, or

both, in a manner as specified in Article 5.1(b) or Article 8.5(b),

provided that such costs are part of the Work Programme and Budget which

have been approved by MTJA in accordance with paragraph one of Article

3.3.

Without prejudice to the generality of the foregoing provisions, MTJA

shall have the right to review the proposed level of production in

respect of any proposed or approved annual Work Programme and may, upon

written notification, request Contractors to increase or decrease the

rate of production from any Oil Field or Fields located in a Production

Area for any of the following reasons:

(i)



to optimise oil and gas recovery;



(ii)



to minimise wastage of Associated Gas and to prevent wastage of

Non-associated Gas;



(iii)



for safety considerations;





-24(iv)



for operational considerations; and



(v)



for Malaysian and/or Thai national interest considerations.



Upon receipt of such written notification, Contractors shall forthwith

comply with such requests.

It is hereby agreed that for any decrease in the rate of production for

reasons under (v) above, arrangements will be made for Contractors to

recover at a later date from the Oil Field or Fields within the Contract

Area the quantity of Crude Oil equal to the decreased production.

It is recognised by MTJA and Contractors that the details of a Work

Programme may require changes in the light of changing circumstances;

thus Contractors may without the prior approval of MTJA make minor

changes, provided that such changes shall not increase or decrease the

approved Budget for any affected expenditure items by more than ten per

cent (10%) and do not substantially alter the general objectives of the

Work Programme. MTJA shall be notified of such changes as soon as

possible. Any other changes shall require the prior written approval of

MTJA. Any decision by MTJA on such application shall be communicated to



Contractors within sixty (60) days of receipt of the same.

3.4



To satisfy Malaysian and/or Thai national interest MTJA may, within a

Work Programme and Budget or separately, give notice in writing to

Contractors requiring them:





-25(a)



to develop a petroleum deposit (except during the exploration

period) considered by Contractors to be non-commercial and lying

outside the proven, probable and possible areal extent of any

Oil Field or Gas Field reviewed and agreed to by MTJA and

developed by Contractors and not otherwise subject to an

on-going appraisal programme or any pending appraisal programme

of Contractors which has been approved by MTJA; or



(b)



to execute specific works or build specific facilities.



Within sixty (60) days after receiving such notice, Contractors shall

amend the Work Programme and Budget appropriately. Expenditure incurred

as a result of MTJA's requirement under this Article 3.4 shall be fully

borne by MTJA. MTJA shall be entitled to receive the benefits therefrom

including the whole benefits of any production arising under (a). If

Contractors are unwilling to undertake such specified work MTJA or any

third party duly appointed by MTJA shall have the right to carry out

such specified work provided that no undue interference with Petroleum

Operations of Contractors shall be caused by reason thereof.

3.5



The amount to be expended by Contractors in carrying out its exploration

activities in the Contract Area shall in the aggregate be not less than

twenty-five million United States Dollars (US$ 25,000,000).

If at the end of the fifth year from the Effective Date or by the date

of total relinquishment or surrender of the Contract Area (whichever is

earlier) the total amount expended on exploration falls short of that

required, Contractors shall pay to MTJA within three (3) months from

the end of such fifth year or the date of total relinquishment or

surrender





-26of the Contract Area, as appropriate a sum representing the difference

between its total liability under this Article 3.5 and its actual total

expenditure on exploration.

The expenditure commitment specified in this Article 3.5 shall include a

commitment to carry out by the end of the fifth year (or earlier date in

case of voluntary surrender by Contractors) the following:



3.6



(i)



acquisition and processing of five thousand five hundred (5,500)

line-kilometres of new high quality 2D seismic data over the

Contract Area;



(ii)



drilling of not less than three (3) Wildcat Wells with an

aggregate depth of not less than seven thousand (7,000) metres.

However, any well drilled prior to the Effective Date of this

Contract shall not be included for this purpose.



In the event that Contractors fail by end of the fifth year (or earlier

date in case of voluntary surrender by Contractors) to complete the

drilling to the aggregate depth of not less than seven thousand (7,000)

metres as required, Contractors shall pay to MTJA a sum of one thousand

United States Dollars (US$1,000) for every metre not drilled or for

every metre short of the aggregate drilling depth required above.

In the event that Contractors fail by end of the fifth year (or earlier

date in case of voluntary surrender by Contractors) to complete

acquisition and processing seismic lines to the aggregate

line-kilometres of not less than five thousand five hundred (5,500)



line-kilometres as required, Contractors shall pay to MTJA a sum of five

hundred United States



-27Dollars (US$500) for every line-kilometre not acquired and processed or

for every line-kilometre short of the aggregate line-kilometres required

above. Any appraisal work conducted by the Contractors in the

Development Area shall not be considered as part of the exploration

commitment specified in Article 3.5.

3.7



Contractors shall be solely responsible for the provision of all funds

required directly or indirectly for the implementation of the Work

Programme except as otherwise provided herein.



3.8



In implementing any approved Work Programme, Contractors shall:

(a)



be workmanlike and use proper scientific methods consistent with

prudent, good oil and gas field practices;



(b)



observe sound technical and engineering practices in producing

and conserving the petroleum deposits;



(c)



execute Petroleum Operations so as not to conflict with

obligations of the respective Governments under international

law or international conventions to which the Government of

Malaysia and/or the Government of the Kingdom of Thailand may be

a signatory;



(d)



take necessary precautions to control the flow and prevent the

escape or waste of petroleum into the atmosphere or any water in

or in the vicinity of the Contract Area in accordance with good





-28petroleum industry practice and in accordance with the standards

as may be established by the Government of Malaysia and/or the

Government of the Kingdom of Thailand from time to time; and

(e)



not carry out any operations under this Contract in or about the

Contract Area in such manner as to interfere unjustifiably with

navigation or fishing in the waters of the Contract Area or with

the conservation of the living resources of the sea.



Contractors shall comply with all the procedures as may be established

by MTJA from time to time in relation to the above matters and in

relation to the conduct of Petroleum Operations.

Contractors shall consult MTJA in relation to the measures to be

undertaken by Contractors in compliance with the provisions of this

Article 3.8 including, without limitation, the installation of

appropriate measuring systems and the adoption of measures for safety

and environmental protection which are consistent with good petroleum

industry practice.

3.9



Contractors shall conduct Petroleum Operations in accordance with an

approved Work Programme and shall not wilfully and without just cause

suspend any material aspect of Petroleum Operations covered by an

approved Work Programme without the consent of MTJA. In the event of any

emergency or extraordinary circumstances requiring immediate action,

Contractors shall take all actions they deem proper or advisable to

protect life, assets, equipment and interest of MTJA and Contractors,





-29provided that any costs so incurred shall be recoverable only if



Contractors can prove to the satisfaction of MTJA that such actions were

reasonably warranted by the circumstances.

3.10



No borehole or well shall be abandoned and no cemented string or other

permanent form of casing shall be withdrawn from any borehole or well

which is proposed to be abandoned without the prior written consent of

MTJA. Consent shall not be unreasonably withheld in respect of boreholes

or wells which have become or are unproductive and in such cases shall

be given promptly with due regard to the cost of any delay. MTJA may in

any case require that no borehole or well shall be plugged or any works

be executed for that purpose save in the presence of its officials,

provided such requirement does not unduly delay the agreed operations.



3.11



Any salvage operation from any abandoned borehole or well shall be

accounted for and reported to MTJA.



3.12



During the term of this Contract, Contractors in accordance with good

petroleum industry practice shall be responsible for carrying out all

the necessary work in connection with the removal, proper disposal or

salvage of any Petroleum facilities, including but not limited to

platforms, artificial structures and wellhead equipments, which are

deemed by MTJA to be unusable or no longer required for future

operations. Contractors shall submit for MTJA's approval detailed work

plans for such removal, disposal or salvage.





-30All costs incurred by Contractors to remove, dispose or salvage such

facilities shall be recoverable from Cost Oil or Cost Gas. For the

purpose of setting up a financial mechanism to recover such costs

earlier in the life of an Oil Field or Gas Field, Contractors and MTJA

shall agree on a mechanism and modality for setting aside a fund from

Cost Oil or Cost Gas, as the case may be, to be used for such removal,

disposal or salvage operations, no later than two years after

commencement of First Commercial Production.



END OF ARTICLE 3



-31ARTICLE 4

MANAGEMENT OF OPERATIONS

4.1



MTJA shall during the term of this Contract be responsible for the

management of Petroleum Operations contemplated in this Contract.

Contractors as independent contractors are responsible to MTJA for

Petroleum Operations and, except as elsewhere provided in this Contract,

shall be the exclusive contractors to MTJA in the areas which from time

to time comprise the Contract Area. Contractors shall have the right to

employ and use Sub-contractors provided the Sub-contractors and the

terms of the sub-contracts are approved in writing by MTJA in accordance

with the terms of Article 12.



4.2



For the purpose of this Contract there shall be a committee consisting

of four (4) representatives from MTJA one of whom shall be the chairman

and four (4) representatives from Contractors formally nominated by MTJA

and Contractors respectively. For each of its representatives MTJA or

Contractors may nominate formally a first and a second alternate who

shall act in the absence of the representative or the first alternate as

the case may be.

The committee shall meet at least twice in each year on fourteen (14)

days written notice given by the chairman to Contractors. At least one

(1) such meeting shall be for the purpose of examining the Work

Programme and Budget for the following year which Contractors are

required to submit pursuant to Article 3.1; whenever practicable, each

such meeting shall be held before 1st November each year. At least one



(1) such meeting shall be for the purpose of reviewing proposed or



-32agreed revisions to an approved Work Programme and Budget or to review

the progress of Petroleum Operations under the current Work Programme

and Budget or for discussion on any matters related to Petroleum

Operations. Contractors may request a meeting of the committee at any

time by written notice to the chairman. Such notice shall include a full

description of the purpose of the meeting. The chairman shall thereupon

call such meeting.

4.3



Contractors shall coordinate closely with MTJA all shipments of Crude

Oil and together they shall agree on nominating and lifting procedures

appropriate for each Point of Export or Point of Sale. Contractors shall

provide MTJA formally with a schedule containing up-to-date information

regarding all monthly shipments of Crude Oil relating to each Production

Area so as to reach MTJA not less than fourteen (14) days before the

beginning of the month in which the shipments will take place and MTJA

shall be informed immediately of intended changes to the latest

submitted schedule of monthly shipments.



4.4



Contractors shall:

(a)



maintain full and accurate records of all technical operations,

maintenance work and performance under this Contract;



(b)



provide MTJA with monthly progress reports covering specific

details of the activities relating to Petroleum Operations and

shall ensure that such monthly progress reports shall reach MTJA

by the end of the month following the month to which such report

relates;





-33(c)



submit promptly to MTJA all original data on the Contract Area

which are acquired, processed and interpreted. Such data shall

include all geological, geophysical, drilling, well, production,

engineering and other data as Contractors or their

Sub-contractors have compiled. Notwithstanding the foregoing,

Contractors may retain such original data that are required for

operational purposes and in such case MTJA shall at all times

have access to such original data retained by Contractors and

Contractors shall promptly submit such data to MTJA once they

are no longer required for operational purposes;



(d)



submit to MTJA data, information, studies, and reports,

particulars of which are specified in Appendix C and any and all

such data, information, studies and reports relating to

Petroleum Operations as Contractors have compiled.

For the purpose of this paragraph (d), MTJA reserves the right

to specify, after consultation with Contractors, the manner and

method by which original data, information, studies and reports

are to be stored, prepared and submitted to MTJA; and



(e)



submit to MTJA as and when required mad within a reasonable

period of time any and all information in the form of accurate

copies of maps, sections, reports, studies including economic

and technical evaluations and other documents relating to

Petroleum Operations.





-344.5



Contractors shall provide MTJA with all details relating to field

production facilities, pipeline transportation systems and terminal



storage and export facilities used in connection with Petroleum

Operations. MTJA may at any time require Contractors to report the

quantities of Petroleum stored in any such facilities.

4.6



MTJA shall at all times have title to all original data acquired (either

raw, processed or interpreted) in relation to the Contract Area as a

result of Petroleum Operations including but not limited to geological,

geophysical, production, engineering data and reports and samples as

Contractors may collect and compile and MTJA shall be entitled to a copy

or duplicate of all such data, in whatever form contained, as MTJA may

require from time to time, provided that all reasonable additional

direct costs caused by any necessary copying or duplicating of such data

shall be regarded as allowable costs for the purposes of calculating

Cost Oil pursuant to Article 5.1(b) or Cost Gas pursuant to Article

8.5(b).

Contractors shall keep the aforesaid original data in Malaysia and/or

the Kingdom of Thailand and shall not sell or otherwise dispose of or

disclose any data to any person (including, without limitation, any

Affiliate) unless such disclosure is unavoidable or necessary for

carrying out Petroleum Operations or to meet any regulatory or statutory

requirements applicable to any Party or MTJA has given prior written

approval thereto and in either case the person to whom such disclosure

is made has given an undertaking in form and substance satisfactory to

MTJA to keep such data and all information relating thereto

confidential.





-354.7



No original records may be taken out of, or transmitted from, Malaysia

and/or the Kingdom of Thailand without the written permission of MTJA.

Magnetic tapes and discs containing data and any other data which cannot

be processed, analysed or interpreted in Malaysia or the Kingdom of

Thailand may be taken out with MTJA's prior written permission for such

purposes. MTJA may, however, require a monitor or a comparable record to

be maintained in Malaysia or the Kingdom of Thailand before such

magnetic tapes, discs and other data are taken out. All such tapes,

discs and other data shall be brought back to Malaysia or the Kingdom of

Thailand and delivered to or stored for MTJA as soon as possible. If

required by MTJA, Contractors shall arrange for MTJA's officials to

attend and witness processing of the magnetic tapes, discs or other data

in processing centres overseas.



4.8



All samples acquired by Contractors for their own use shall be made

available for inspection by MTJA or its authorised representative at any

reasonable time.



4.9



No samples shall be exported without the prior written approval of MTJA;

and when export is approved, a representative sample shall, before

actual export thereof, be delivered to MTJA.



4.10



Subject to any requirement of the laws of Malaysia and/or the Kingdom of

Thailand, Contractors shall have the right of ingress to and egress from

the Contract Area and all adjacent areas and to and from Contractors'

facilities wherever located at all times.





-36Nothing herein shall limit the right of MTJA, its servants, employees

and agents and other contractors of MTJA to move freely and lay

pipelines and construct other facilities within the Contract Area

provided that no undue interference with Petroleum Operations shall be

caused by reason thereof.

4.11



During the term of this Contract, Contractors shall permit a reasonable

number of officials of the respective Governments and MTJA or their

representatives or any other persons duly permitted by MTJA:

(a)



to examine the boreholes, wells, plant, equipment, buildings and



other things made, done or carried out by or on behalf of

Contractors;

(b)



to inspect, check and certify the accuracy of any measurement

systems, equipment or instrument, weights, data, information and

records;



(c)



to have full and complete access to the Contract Area at all

reasonable times with the right to observe Petroleum Operations

and to inspect all assets in the custody of or leased by

Contractors.



Any cost incurred by Contractors for the above-mentioned activities

shall be recoverable as Cost Oil or Cost Gas as the case may be.

4.12



Contractors shall keep MTJA informed of all investigations,

interpretations, designs, fabrications, installations, hook-ups and

commissioning, maintenance and other related work they are undertaking





-37for the purpose of Petroleum Operations. MTJA may for the purpose of

work progress update, observation and training arrange with Contractors

for a reasonable number of MTJA's personnel to witness or, if

appropriate, participate in such activities. MTJA shall ensure that the

exercise of this right shall not hamper Contractors' operations. Any

cost incurred by Contractors for the above-mentioned activities shall be

included in Cost Oil or Cost Gas as the case may be.

4.13



Contractors shall, at the request of MTJA, cooperate with MTJA and other

contractors of MTJA, and/or other companies working in Malaysia or the

Kingdom of Thailand in connection with any facilities or other works

which may conveniently be undertaken for the benefit of Petroleum

Operations in respect of this Contract Area and/or petroleum operations

in any other area in which exploration, development or production for or

of petroleum resources is being undertaken, where such cooperation is in

the opinion of MTJA and Contractors economically and technically

desirable. Any operations carried out as envisaged in this Article 4.13

shall be included in Work Programme and Budget or as the case may be

shall be the subject of revisions to be agreed in respect of the then

current Work Programme and Budget.



4.14



If requested by Contractors MTJA shall render, whenever possible,

reasonable assistance to Contractors in obtaining any consents or

approvals of third parties required in the conduct of Petroleum

Operations.



END OF ARTICLE 4



-38ARTICLE 5

RECOVERY OF COST OIL,

DIVISION OF PROFIT OIL AND MARKETING

5.1



The Gross Production of Crude Oil in each Quarter in the Contract Area

shall be divided as follows:

(a)



ten per cent (10%) shall be taken by MTJA in kind to be

disposed in any manner it deems fit to settle royalty payments

for that Quarter to the respective Governments pursuant to the

MTJA Act 1990;



(b)



up to a maximum of fifty per cent (50%) shall be applied in the

manner hereinafter provided for the purpose of recovery by

Contractors of allowable costs expended in the Quarter for the

Contract Area in relation to Petroleum Operations in respect of

Crude Oil.



Subject to paragraph (c) below, Contractors, in or towards

recovery of such costs, shall take Crude Oil in kind in such

quantity as when valued in accordance with Article 7 is equal to

either the amount of such allowable costs expended in relation

to Petroleum Operations in respect of Crude Oil in the Contract

Area for that Quarter or the said maximum of fifty per cent

(50%) of Gross Production of Crude Oil for that Quarter

whichever is the lesser.



-39If, in any Quarter, all allowable costs expended relating to

Petroleum Operations in respect of Crude Oil including amounts

accumulated or carried forward from a previous Quarter or

Quarters exceed the value of fifty per cent (50%) of the Gross

Production of Crude Oil from the Production Area, then the

unrecovered excess may be carried forward to the next succeeding

Quarter and added to all allowable costs expended relating to

Petroleum Operations in respect of Crude Oil for that Quarter

provided that such costs can only be recovered for any Quarter

up to a maximum of fifty per cent (50%) of the Gross Production

of Crude Oil for that Quarter;

(c)



MTJA upon giving forty-five (45) days prior notice in writing,

shall have the right to purchase front Contractors up to a

maximum of fifty per cent (50%) of the Cost Oil to which

Contractors are entitled in any Quarter pursuant to Article 5.1

(b), at the price determined for that Quarter in accordance with

Article 7 for the grade of Crude Oil concerned, if in MTJA's

opinion there is a shortage of Crude Oil to supply refineries to

meet domestic requirements for Petroleum products in Malaysia

and/or the Kingdom of Thailand;



(d)



all costs relating to the use of Associated Gas in Petroleum

Operations including re-injection and re-cycling operation shall

be recoverable from Cost Oil in accordance with Article 5.1(b);



(e)



all specific and direct costs relating to the production of

Natural Gas liquids and condensates from Natural Gas shall be

recoverable from Cost Oil which is to be derived exclusively

from





-40Gross Production of Natural Gas liquids and condensates in

accordance with method specified in Article 5.1(b); and

(f)



the remaining portion of the Gross Production of Crude Oil

(hereinafter referred to as "Profit Oil") shall be divided in a

manner provided in Article 5.2.



5.2



The total Profit Oil in a Quarter shall be divided between MTJA and

Contractors in accordance with the ratio of fifty to fifty (50:50).



5.3



Where in a Quarter the value of Crude Oil as determined in accordance

with Article 7 exceeds the base price, Contractors shall make a cash

payment to MTJA for every Kilolitre of Contractors' Portion of Profit

Oil for that Quarter of an amount equivalent to fifty per cent (50%) of

the amount by which such value exceeds the base price less any amount

equal in value to any export duty Contractors are required to pay on

such fifty per cent (50%).

For the purpose of this Article the base price shall be United States

Dollars twenty-five (US$25.00) per barrel. On the first day of the

Quarter next following the first anniversary of the Effective Date and

on each anniversary of such date, the base price shall be increased by

five per cent (5%) over the last prevailing base price.



5.4



(a)



Subject to Article 5.1(c), Article 5.10 and Article 15,

Contractors are authorised to market, lift and export

Contractors' portion of Cost Oil under Article 5.1(b) and

Contractors' Portion of Profit Oil under Article 5.2 and title

thereto shall pass to Contractors upon delivery at the Point of

Export or Point of Sale;





-41(b)



MTJA shall be entitled to take the entire portion of the Crude

Oil to which it is entitled hereunder in kind and may dispose of

it in any manner it deems fit.



5.5



Contractors shall be responsible for any loss up to the Point of Sale of

Crude Oil won and saved caused by reason of Contractors' proven

negligence or wilful misconduct, and without prejudice to MTJA's other

rights and remedies MTJA may give notice to Contractors that any such

loss shall be applied first in reducing Contractors' Portion of Profit

Oil. Any loss occasioned by any cause other than Contractors' proven

negligence or wilful misconduct during transfer of the Gross Production

of Crude Oil to the Point of Export or Point of Sale shall be shared by

MTJA and Contractors in proportion to their respective aggregate

entitlements to Cost Oil and Profit Oil from time to time (and such

deemed entitlements shall not be affected by the purchase (if any) by

MTJA of such Cost Oil pursuant to Article 5.1(c)).



5.6



Pending completion of the necessary calculations and determinations MTJA

shall:

(a)

(b)

(c)



fix the quantity of Crude Oil referred to in Article 5.1(a);

fix the quantity of Crude Oil referred to in Article 5.1(b) as

being Contractors' portion of Cost Oil; and

fix the respective shares of Profit Oil for MTJA and Contractors

referred to in Article 5.2.



MTJA may claim the Crude Oil to which it is entitled pursuant to

Articles 5.1(a) and 5.2 and may take such quantity of Crude Oil as it

may from time to time purchase in accordance with Article 5.1(c) and

Contractors



-42may claim their entitlement under Articles 5.1(b) and 5.2 on the basis

of the planned production and expenditure specified in the current Work

Programme and Budget approved under Article 3 but subject to Articles

5.1(c) and 5.7.

5.7



MTJA in the event it exercises its rights under Articles 5.1(a), 5.1(c)

and 5.4(b), and Contractors shall take their respective shares of Crude

Oil in separate, full or part cargo lots as Crude Oil is produced and

delivered to the Point of Export or Point of Sale as evenly as may be

reasonably practicable so as to avoid the shut-in of production and in

accordance with the lifting and nomination procedures to be agreed in

accordance with Article 4.3.

Within thirty (30) days from the end of each Quarter MTJA and

Contractors shall determine their respective entitlements on the basis

of actual production for that Quarter and if necessary, shall make

appropriate adjustments to their respective entitlements in the next

succeeding Quarter.



5.8



Payments under Article 5.3 shall be made by Contractors on the basis of

Contractors' entitlement pursuant to Article 5.6 for that Quarter; any

payment required by Article 5.3 shall be payable quarterly and shall be

made within thirty (30) days from the end of the Quarter in respect of

which it is payable.

Within sixty (60) days from the end of each Quarter MTJA and Contractors



shall determine the final amounts payable under Article 5.3 by

Contractors based upon the entitlements determined in accordance



-43with Article 5.7 and appropriate payments shall be made to effect

adjustments where necessary to the amounts already paid in respect of

that Quarter.

5.9



When employing tankers for the carriage of Crude Oil or Natural Gas,

Contractors shall give first preference to chartering tankers owned by

MTJA or national shipping line of Malaysia or the Kingdom of Thailand

provided that such tankers are suitable for the employment required and

that the rates and terms of employment are competitive with terms

offered by other tanker operators.



5.10



Contractors shall:

(a)



be subject to any prohibition imposed by the Government of

Malaysia and/or the Government of the Kingdom of Thailand

authorities on the export of Petroleum produced from the

Contract Area to any country;



(b)



keep full and correct records in approved form of the name and

address of any person to whom Petroleum has been supplied, the

price or other consideration thereof and the place to which the

Petroleum was conveyed and shall give MTJA and its authorised

representatives access to all such records as and when required

by MTJA;



(c)



in times of general shortage of supplies of Petroleum in

countries which are from time to time members of ASEAN Council

on Petroleum (ASCOPE) or its successor, or to Malaysian or Thai

refineries, whether a supply emergency has been declared under





-44Article 15 or not, give preference to prospective buyers

(whether Affiliate or third parties) in such countries and to

Malaysian or Thai refineries provided that the prices and other

terms of purchase offered are competitive.

5.11



MTJA reserves the right to restrict Contractors from holding Crude Oil

produced from the Contract Area in any form of buffer stock which is

contrary to Contractors' normal market operations.



END OF ARTICLE 5



-45ARTICLE 6

SEGREGATION OF CRUDE OIL

6.1



In the event Petroleum Operations involve the segregation of Crude Oil

of different qualities or grades:

(a)



any or all provisions of this Contract referring to the value of

Crude Oil and to the respective entitlements of MTJA and

Contractors to Crude Oil shall separately apply to each

segregated Crude Oil;



(b)



each type of Crude Oil produced, saved and segregated in a given

Quarter shall contribute to:

(i)



the total quantity of Crude Oil destined in such



Quarter to be applied as royalty pursuant to Article

5.1(a) of this Contract;

(ii)



the total quantity of Crude Oil destined in such

Quarter to be applied to the recovery of costs pursuant

to Article 5.1(b) of this Contract (whether or not the

subject of a purchase under Article 5.1(c));



(iii)



the total quantity of Crude Oil destined in such

Quarter to be purchased by MTJA under Article 5.1(c) of

this Contract;





-46(iv)



the total quantity of Crude Oil to which MTJA and

Contractors are respectively entitled in such Quarter

pursuant to Article 5.2 of this Contract; and



(v)



the total quantity of Crude Oil which Contractors are

required to sell and deliver in such Quarter for

domestic consumption in Malaysia and/or the Kingdom of

Thailand pursuant to Article 15 of this Contract;



in each case in the same proportion as the quantity of such type of

Crude Oil produced and segregated in such Quarter bears to the Gross

Production of Crude Oil in such Quarter.

6.2



Notwithstanding the provisions of Article 6.1 MTJA and Contractors may

agree to exchange entitlements to any particular stream of Crude Oil on

any fair basis so as to overcome any practical difficulties which may

arise from the implementation of Article 6.1(b).



END OF ARTICLE 6



-47ARTICLE 7

VALUATION OF CRUDE OIL

7.1







For the purpose of this Contract the value of Crude Oil shall be

determined in accordance with the following provisions:

(a)



there shall first be ascertained the free-on-board (f.o.b.)

price actually realised in the case of that portion of Crude Oil

produced from the Contract Area and sold in the relevant Quarter

(if any) on arm's length terms (whether term or spot sales)

otherwise than as referred to in paragraph (b) below;



(b)



there shall next be ascertained the price actually realised or

the equivalent monetary value of other consideration actually

received in the case of the portion of Crude Oil produced from

the Contract Area in the relevant Quarter which is:

(i)



sold otherwise than on and's length terms;



(ii)



transferred to a refinery, processed or otherwise

disposed of other than by way of sale;



(iii)



sold or otherwise transferred by MTJA or Contractors to

any of their respective Affiliates; and



(iv)



sold or otherwise transferred to the Governments,

government agencies or national oil companies or sold

at government controlled prices;



-48-



7.2



(c)



where the price or value of consideration received pursuant to

any transaction as described in paragraph (b) above is less than

the quarterly weighted average price of transactions falling

within paragraph (a) above, then in respect of any such

transaction, such quarterly weighted average price shall

substitute for the price actually realised or value of other

consideration received, for the purpose of this Article;



(d)



where in any Quarter there are no transactions within paragraph

(a) above, for the purpose of applying paragraph (c) above,

references to the quarterly weighted price of transactions

falling within paragraph (a) shall be substituted by references

to the average f.o.b. price at which other Malaysian and/or Thai

Crude Oil has been sold on arm's length terms to buyers in the

export markets to which Malaysian and/or Thai Crude Oil is

commonly sold in the relevant Quarter, taking due account of any

differences in quality and cost of transport;



(c)



the value of Crude Oil for each Quarter shall be the weighted

average of the prices realised (or value received) in respect of

all transactions referred to in paragraphs (a) and (b) of

Article 7.1 for that Quarter (or, as the case may be, deemed to

have been paid or received in accordance with paragraphs (c) and

(d) of Article 7.1).



In the event that it becomes necessary to calculate a price for Crude

Oil in accordance with Article 7.1(d), MTJA shall notify Contractors the

price which is, in its opinion, the price for the relevant Quarter in

accordance with the provisions thereof. Unless Contractors give notice





-49to MTJA within fourteen (14) days of such notification that they do not

agree to such price, such price shall be deemed to be the price

calculated in accordance with Article 7.1(d). If Contractors notify MTJA

that they do not accept the price notified by MTJA, Contractors and MTJA

shall reach agreement between them on the proper price in accordance

with Article 7.1(d) and until such agreement is reached, the price used

shall be the average of the price proposed by MTJA and the price

proposed by Contractors.

7.3







In the application of Article 7.1, the price of Crude Oil shall be

calculated before deduction of any export duty and other taxes,

commissions, brokerage, or discounts and with due allowances for any

differences in credit terms.



END OF ARTICLE 7

-50ARTICLE 8

NATURAL GAS



8.1



Where Non-associated Gas is discovered and such discovery is, in the

reasonable opinion of Contractors, substantial, Contractors and MTJA

shall, by agreement between them, define the extent of the Gas Field

from which such discovery was made plus a reserve area sufficient to

cover the probable and possible areal extent of the Gas Field (as

defined by the extent of structural closure based upon existing

engineering, geophysical, and geological data); and Contractors, upon

making written application within forty-five (45) days of such

discovery, shall, subject to agreement on the extent of such Gas Field

and its reserve area, be allowed to hold the Gas Field plus such reserve

area for a period not exceeding five (5) years commencing on the fifth

anniversary of the Effective Date. The purpose of this holding period is

for Contractors to submit for the approval of MTJA a comprehensive



Development Plan for the implementation of a viable gas supply project

based on normally acceptable commercial considerations. The Development

Plan for the Gas Field or Fields, notwithstanding the provisions of

Article 1, shall also include a realistic gas demand forecast

corresponding to specific outlets, sequence and timing of field

development, the proposed project structure, gas pricing mechanism and

other fiscal terms for the project.

Contractors shall before the expiry of the 5-year holding period submit

a Development Plan for the Gas Field or Fields for the approval of MTJA.

Failure to submit a Development Plan within the 5-year holding period

shall render the Gas Field or Fields relinquished to MTJA.



-51Contractors shall develop the Gas Field or Fields within five (5) years

from the date of MTJA's approval of the Development Plan or within any

longer period as MTJA may approve.

Failure to develop the Gas Field or Fields within the approved period

shall render the Gas Field or Fields relinquished to MTJA unless

Contractors can reasonably demonstrate that such failure is due to force

majeure circumstances pursuant to Article 22.

In the event that Contractors, after full investigation during a holding

period of a Gas Field or Fields, consider that the development,

production and delivery of Natural Gas to any outlet cannot be justified

commercially, the relevant Gas Field or Fields shall be relinquished and

no longer form part of the Contract Area and MTJA may thereafter

undertake at its own expense the development of the Gas Field or Fields

and the production arising therefrom shall, notwithstanding any other

provisions of this Contract, accrue wholly to MTJA.

Upon relinquishment of any Gas Field under any provision of this

Contract, MTJA and its authorised representatives shall have the

absolute right to move freely within the Contract Area for doing all

that are necessary for the purpose of evaluation, developing and

producing Natural Gas from any Gas Field so relinquished to MTJA

provided that no undue interference with Petroleum Operations of

Contractors shall be caused by reason thereof.

Notwithstanding the above, any Gas Field not developed within the period

of this contract shall be considered relinquished to MTJA.



-528.2



Notwithstanding any of the provisions of this Article, Contractors shall

obtain MTJA's approval for using Non- associated Gas produced in the

Contract Area for all Petroleum Operations in Crude Oil production

including re-injection for pressure maintenance or re-cycling operations

to effect maximum economic recovery of Crude Oil.



8.3



The production of Non-associated Gas under this Contract may be carried

out:

(a)



for a period of twenty (20) years from the date of the First

Commercial Production; or



(b)



until the expiry of the term of this Contract,



whichever is the earlier. Provided however in the event Contractors

effect the First Commercial Production before the expiry of the holding

period (for the identification and nomination of the gas market) or the

development period, the balance of either or both of those periods shall

be added to the above production period.

8.4



Contractors' entitlement to Associated Gas from any Oil Field shall be

governed by the duration as allowed for the production of Crude Oil

under Article 2.6 from the relevant Oil Field.



Subject to MTJA's approval, Contractors shall be given priority to use

Associated Gas produced in the Contract Area for Petroleum Operations

including re-injection for pressure maintenance or re-cycling operations

to effect maximum economic recovery of Crude Oil and the cost of such

operations shall be regarded as an allowable cost for the calculation of



-53Cost Oil in accordance with Article 5.1(b). Subject to the preceding

sentence, Contractors shall collect all Associated Gas that is produced

in association with Crude Oil and which is agreed with MTJA to be

capable of being exploited commercially by Contractors.

It is hereby recognised by the Parties that Contractors shall minimise

flaring of Associated Gas by re-injecting Associated Gas not needed in

the conduct of Petroleum Operations and Associated Gas not capable of

being exploited commercially into suitable strata or underground storage

in accordance with good oilfield practice. Contractors shall seek

MTJA's permission to flare Associated Gas which cannot be re-injected

due to specific reservoir considerations or for other reasons that are

accepted internationally and in line with good oilfield practice.

Before flaring, Contractors shall take all reasonable measures to ensure

the extraction of natural gasoline and other liquids contained in

Associated Gas if economically justifiable in the opinion of MTJA and

Contractors.

8.5



For the purpose of division of Natural Gas under this Contract, there

shall first be deducted from Natural Gas, be it Associated Gas or

Non-associated Gas or both produced and saved and not used in Petroleum

Operations but available for commercial sale in the Contract Area in a

Quarter:

(a)



ten per cent (10%) shall be taken by MTJA in kind to be disposed

in any manner it deems fit to settle royalty payments for that

Quarter to the respective Governments pursuant to the MTJA Act

1990;





-54(b)



up to a maximum of fifty per cent (50%) shall be applied in the

manner hereinafter provided for the purpose of recovery by

Contractors of allowable costs expended in that Quarter for the

Contract Area in relation to Petroleum Operations in respect of

Natural Gas.

Contractors are entitled to recover all such allowable costs

from the proceeds of Natural Gas sold equal to the amount of all

such allowable costs in the Contract Area (but subject to

Article 8.7).

If in any Quarter all such costs expended relating to Petroleum

Operations in respect of Natural Gas (including amounts

accumulated or carried forward from previous Quarters) exceed

the value of fifty per cent (50%) of such Natural Gas sold from

the Contract Area, the unrecovered excess may be carried forward

to the next succeeding Quarter and added to all such allowable

costs expended relating to Petroleum Operations in respect of

Natural Gas for that Quarter, but provided that such costs can

only be recovered for any Quarter up to a maximum of fifty per

cent (50%) of such Natural Gas sold.



The remaining proceeds from the Natural Gas sold shall be divided in

the manner provided in Article 8.6.

Notwithstanding the definition of Crude Oil in Article 1.1, costs

associated with the production of condensates and Natural Gas liquids



shall be considered as part of all such costs expended relating to

Petroleum Operations in respect of Natural Gas, and shall be recoverable

as provided above in this Article and/or Article 5.1(e).



-558.6



The total Profit Gas proceeds in a Quarter shall be divided between MTJA

and Contractors such that MTJA and Contractors shall take and receive

their respective entitlements in the ratio of fifty to fifty (50:50).



8.7



Contractors and MTJA shall negotiate for the sale of Natural Gas on a

joint-dedicated basis to an outlet or outlets for Natural Gas at prices

and upon terms common to both Parties which in the opinion of MTJA and

Contractors justify the development, production and delivery of Natural

Gas to such outlet having regard to Article 3.7 and a competitive price.

Contractors are not authorised to sell their share of Natural Gas

pursuant to Articles 8.5(b) and 8.6 on any other basis save on a

joint-dedicated basis. However, Contractors and MTJA may each take

necessary steps to identify a Natural Gas outlet or outlets at the

earliest opportunities.



8.8



Subject to Contractors agreeing to develop, produce and deliver Natural

Gas to an outlet or outlets referred to in Article 8.7 and subject

further to MTJA participating in the development of the said outlet or

outlets, MTJA may, by notice to Contractors and subject to such terms as

it may determine, invite Contractors to participate in the development

of the said outlet or outlets. Within three (3) months of receipt of

such notice Contractors shall notify MTJA in writing whether or not they

agree to participate in the development of the said outlet or outlets.



8.9



Contractors shall be responsible for all losses of Natural Gas produced

up to the relevant outlet as determined pursuant to this Article 8, by

reason of Contractors' proven negligence or wilful misconduct, and

without prejudice to MTJA's other rights and remedies MTJA may give

notice to Contractors that such loss shall be applied first in reducing

Contractors' Portion of Profit Gas. Any loss occasioned by any cause





-56other than Contractors' proven negligence or wilful misconduct during

transfer of such Natural Gas to such outlet shall be shared between MTJA

and Contractors in proportion to their respective aggregate entitlements

to Cost Gas and Profit Gas pursuant to Articles 8.5 (b) and 8.6.







END OF ARTICLE 8

-57ARTICLE 9

RESEARCH CESS AND OTHER PAYMENTS



9.1



Contractors shall pay to MTJA a research cess amounting to one half of

one per cent (0.5%) of the value based upon the price as determined in

accordance with Article 7 for every Kilolitre taken and received by

Contractors in the form of Cost Oil and Contractors' Portion of Profit

Oil. The amount shall be paid within thirty (30) days from the end of

each month in which Contractors received its aforesaid share.



9.2



Contractors shall, in relation to Natural Gas, pay to MTJA a research

cess amounting to one half of one per cent (0.5%) of the value of Cost

Gas and Profit Gas sold by Contractors. Such amount shall be paid

within thirty (30) days from the end of each month in which Contractors

sell its aforesaid share.



9.3



Set forth in Appendix D are separate letters of guarantee duly executed

by each of the Contractor parties' parent company. Each such letter of



guarantee shall serve to guarantee the performance of the minimum

expenditure obligations specified in Article 3.5 by each of the

Contractor parties. In the event of an assignment of interest in this

Contract to a third party, the parent company of the assignee shall

provide a letter of guarantee, as being one of the conditions for MTJA

to approve such assignment, in the same form as that set forth in

Appendix D, for the performance of the minimum expenditure obligations

specified in Article 3.5.



-589.4



For the purpose of reconciling accounts payments pursuant to Articles

9.1 and 9.2 shall be adjusted on a quarterly basis.



9.5



Contractors shall pay to MTJA by way of bonuses the following amounts:

(a)



within thirty (30) days following the commencement of First

Commercial Production from the first Oil Field or first Gas

Field, whichever first occurs, a one-time only discovery bonus

of one million United States Dollars (US$1,000,000).



(b)



when the production of Crude Oil and Natural Gas from the

Contract Area has respectively first reached or exceeded three

hundred and sixty-five thousand (365,000) Kilolitres in a given

Quarter ("first tier"), Contractors shall pay to MTJA a one-time

production bonus for Crude Oil and Natural Gas of three hundred

and fifty thousand United States Dollars (US$350,000).

Thereafter, when the production of Crude Oil and Natural Gas

from the Contract Area has respectively first reached or

exceeded in a given Quarter seven hundred and thirty thousand

(730,000) Kilolitres ("second tier"), one million and

ninety-five thousand Kilolitres (1,095,000) ("third tier"), one

million four hundred and sixty thousand Kilolitres (1,460,000)

("fourth tier"), or one million eight hundred twenty five

thousand Kilolitres (1,825,000) ("fifth tier"), Contractors

shall pay an additional one-time production bonus of three

hundred and fifty thousand United States Dollars (US$350,000) in

respect of each such tier of production so reached or exceeded.

Each such production bonus shall be a one-time only payment for

each such tier of production





-59so reached or exceeded, and fluctuating production rates shall

not effect a tier of production once so reached or exceeded.

The amount shall be paid within thirty (30) days of the

calendar month following the end of the relevant Quarter when

the relevant tier of production of Crude Oil and Natural Gas is

first reached or exceeded. Reference to one (1) Kilolitre in

relation to Natural Gas shall be construed as reference to

measurement in one (1) Cubic Meter multiplied by a factor based

on the gross heat value of each unit of measurement. For this

purpose, the gross heat value of Crude Oil shall be taken as a

constant of nine million (9,000,000) Kilocalories per Kilolitre

and that of Natural Gas as a constant of nine thousand (9,000)

Kilocalories per Cubic Meter. For purpose of determining

production bonus under this Article 9.5(b) only, the Natural Gas

volume to be considered for calculation of a tier of production

shall exclude any volume of carbon-dioxide gas (CO(2)).

(c)



9.6



upon the signing of this Contract an information bonus of one

million five hundred thousand United States Dollars

(US$1,500,000). The amount shall be shared equally between

TRITON and CARIGALI and shall be paid within thirty (30) days

from the Effective Date.



Any payment under this Article shall not be included in Cost Oil or Cost

Gas as the case may be.



END OF ARTICLE 9



-60ARTICLE 10

PAYMENTS AND CURRENCIES

10.1



All payments to be made under any of the provisions of this Contract

shall be made in United States Dollars, or any other currency agreed by

the Parties, at the bank or banks to be designated by the Party to whom

payment is to be made.

The Party shall designate such bank at least three (3) days prior to

payment.

Where there is agreement between MTJA and Contractors that payment is to

be made in a currency other than United States Dollars that payment

shall be calculated at the exchange rate prevailing on the day of the

payment at the bank or banks designated to receive payment.



10.2



Contractors shall, in the exercise and performance of its obligations

under this Contract:

(a)



comply with the laws, regulations and policies of Malaysia and

the Kingdom of Thailand generally relating to payments;



(b)



conduct any banking transaction in Malaysia or the Kingdom of

Thailand through a bank or banks incorporated or licensed in

Malaysia or the Kingdom of Thailand.





-6110.3



Notwithstanding the foregoing provisions but subject to the policies of

the respective Governments, MTJA may require payments to be made in

Ringgit Malaysia or Thai Baht or United States Dollars converted on the

basis of the parity values of currencies established from time to time

for the International Monetary Fund's Special Drawing Rights or any

other unit of account adopted generally by major oil producing countries

for the purpose of fixing the price of Petroleum.



END OF ARTICLE 10



-62ARTICLE 11

ACCOUNTS AND AUDIT FOR PETROLEUM OPERATIONS

11.1



MTJA and Contractors shall each be responsible for keeping and

maintaining records and accounts in order to reflect all costs expended

and income received arising from Petroleum Operations. MTJA and

Contractors shall each be responsible for providing within thirty (30)

days from the end of each month details of costs expended and income

received arising from Contractors' activities related to Petroleum

Operations in such detail and subject to the procedures to be agreed

between the Parties from time to time as will enable MTJA and

Contractors separately to keep and maintain records and accounts in

respect of Petroleum Operations discharged. For this purpose MTJA and

Contractors shall be responsible for providing to the other Party copies

of the relevant source documents within sixty (60) days from the end of

each month and in a manner as determined by MTJA.

Within sixty (60) days from the end of each six (6) month period

commencing January 1st and July 1st (hereinafter defined as the



"Semi-Annual Period") prior to the commencement of First Commercial

Production, and within sixty (60) days from the end of each Quarter

after the commencement of First Commercial Production, MTJA shall submit

to Contractors and Contractors shall submit to MTJA detailed accounts

audited by auditors acceptable to MTJA and showing the actual sums

expended and actual sums received by MTJA and by Contractors in carrying

out Petroleum Operations in the Contract Area for the Semi-Annual Period

or Quarter, as the case may be together with disclosure of all items

affecting such accounts. The accounts shall be reviewed by the



-63Parties and any objections shall be made in writing within forty-five

(45) days of receipt. Where no objection has been made in writing

within forty-five (45) days of submission of the detailed audited

accounts by one Party to the other, or any objection made has been

resolved, the accounts shall be considered final and binding on the

Parties. Where no objection has been made, or any objections made have

been resolved, MTJA's copy of the accounts (amended as the circumstances

may require) shall be signed by the Parties and retained by MTJA as the

official record between the Parties of the agreed accounts.

11.2



Notwithstanding Article 11.1, MTJA, upon giving reasonable notice may

delegate all or any of such record-keeping and accounting functions to

Contractors subject to mutually agreed procedures. In the event of such

delegation being made, MTJA shall have the right of access to examine at

all reasonable times the records and accounts kept by Contractors.

Contractors shall furnish such explanations as may be required by MTJA

generally or arising from the examination of such records and accounts

and shall furnish to MTJA a complete audited statement of accounts on

Petroleum Operations for each Semi-Annual Period prior to the

commencement of First Commercial Production, or quarterly after the

commencement of First Commercial Production within sixty (60) days from

the end of the Semi-Annual Period or Quarter under review which shall

contain a detailed breakdown as between Non-recoverable Expenditure and

allowable costs for the purpose of calculating Cost Oil and Cost Gas.



11.3



Contractors shall provide MTJA's officers concerned with auditing

functions with office facilities for the purpose of conducting such

work.





-6411.4



Records and accounts to be kept under this Contract shall be kept in

United States Dollars and in other currency agreed between the Parties.

For determination of the quantity of Crude Oil or Natural Gas required

for the purpose of recovery by Contractors of allowable costs expended

in the Quarter, United States Dollars shall be used as a calculation

basis.



11.5



Statutory books and accounts by Contractors pursuant to the relevant

laws of Malaysia and the Kingdom of Thailand, shall, to the extent that

they relate to matters relevant to the determination of rights and

liabilities of the respective Governments, MTJA and Contractors under

this Contract, be made available by Contractors to officials and

auditors of MTJA and of the respective Governments for the purpose of

examinations and assessments.



END OF ARTICLE 11



-65ARTICLE 12

PROCUREMENT OF EQUIPMENT, FACILITIES, GOODS,

MATERIALS, SUPPLIES AND SERVICES



12.1



12.2



To the extent that MTJA and Contractors agree that it is technically and

economically feasible, the following shall, unless MTJA otherwise

specifically agrees to, be observed in the procurement of goods and

services:

(i)



give priority to goods locally manufactured in Malaysia and/or

the Kingdom of Thailand in the purchase of equipment,

facilities, goods, materials, supplies and services required for

the operations under a Work Programme;



(ii)



purchase from Malaysian or Thai suppliers or manufacturers

equipment, facilities, goods, materials, supplies and services

required for the operations under a Work Programme; and



(iii)



make use of services and research facilities, professional or

otherwise, which are rendered by Malaysian or Thai firms or

companies incorporated in Malaysia or the Kingdom of Thailand.



Contractors shall during each operations committee meeting between MTJA

and Contractors highlight their performance and achievement for the

purpose of determining the extent of compliance with the objective

outlined in Article 12.1.





-6612.3



Contractors shall before inviting any tender for the purchase or lease

of equipment, facilities, goods, materials, supplies and services in

excess of two hundred and fifty thousand United States Dollars

(US$250,000) submit for approval of MTJA the following:

(i)



a list of bidders which Contractors propose to invite for the

tender;



(ii)



the draft form of contract or agreement that would be adopted by

Contractors and its Sub-contractor(s) in the execution of the

contract;



(iii)



the technical proposal form which includes the list of technical

specifications and the scope of work for the contract;



(iv)



the commercial proposal form which shall include the schedule of

rates or schedule of compensation; and



(v)



the basis upon which the bids are to be evaluated.



In addition to the above, Contractors shall also submit a statement to

MTJA regarding the need for the tender and/or contract, the relationship

of the tender and/or contract with the approved Work Programme and

Budget, the estimated value of the tender or contract and the

contracting schedule.

Contractors shall, after awarding of any such contract referred to above

in excess of two hundred and fifty thousand United States Dollars



-67(US$250,000), submit for MTJA's retention a complete report giving the

basis on which the awards were made.

Contractors shall, before awarding any contract, in excess of five

hundred thousand United States Dollars (US$500,000) obtain the written

approval of MTJA. For this purpose, Contractors shall submit to MTJA

copies of bidding documents received by Contractors from bidders and a

complete report giving the basis on which the awards are being

recommended. MTJA may from time to time specify, after consultation with

Contractors, any increase in the value of contracts which shall be

exempted from the provisions of this Article 12.3.



MTJA shall approve or disapprove all bidding documents and bid

evaluation criteria within four (4) weeks of Contractors' submittal of

the same.

All approvals relating to the award of Contracts shall be given by MTJA

within sixty (60) days of Contractors' application.

In the event of extraordinary circumstances requiring immediate action,

Contractors may purchase or lease equipment, facilities, goods,

materials, supplies and services from inside and outside Malaysia and

the Kingdom of Thailand notwithstanding the fact that no prior approval

for such a purchase or lease has been secured from MTJA; any cost so

incurred shall be included as Cost Oil or Cost Gas as the case may be,

if MTJA considers that such purchase or lease is reasonably warranted by

the circumstances.



-6812.4



Contractors shall submit a copy of each or all executed contracts or

agreements with its Sub-contractors to MTJA immediately upon its

execution.

From time to time, if requested by MTJA, Contractors shall, upon

completion of any specific contract, submit to MTJA an appraisal and

completion report covering details on the actual expenditures and the

manpower, equipment and materials, facilities and resources utilised by

its Sub-contractors in the execution of such contract.

From time to time, if requested by MTJA, Contractors shall, within sixty

(60) days from such request submit to MTJA details of equipment,

facilities, goods, materials, supplies and services actually procured

both from inside and outside Malaysia and the Kingdom of Thailand.

All procurement of equipment, facilities, goods, materials, supplies and

services required for Petroleum Operations shall be on arm's length

basis and shall, unless otherwise approved by MTJA, be obtained as a

result of competitive bidding.



12.5



MTJA shall have the legal title to any equipment and assets purchased by

Contractors pursuant to Article 12, for the purpose of Petroleum

Operations but subject to the provisions of Article 12.6. Contractors

shall have the sole use of such equipment and assets for Petroleum

Operations hereunder free of charge for the duration of this Contract.



12.6



If MTJA, including any third party duly appointed by MTJA, wishes to use

any equipment or assets, the title of which is placed in MTJA by virtue

of Article 12.5, for any purpose it may do so after consulting





-69Contractors, provided that such use thereof does not interfere with

Contractors' performance of Petroleum Operations within the Contract

Area.

12.7



The provisions of Article 12.5 shall not apply to equipment leased to

Contractors or leased or belonging to third parties who perform the

services as Sub-contractors which equipment may generally be brought

into and exported from Malaysia and the Kingdom of Thailand without

restriction.



12.8



Contractors shall use their best endeavours to ensure that their

Sub-contractors comply with the provisions of Articles 12.1 and shall

see that similar provisions shall be inserted in all contracts with the

Sub-contractors.



12.9



Contractors shall submit to MTJA a return of assets movement in a form

approved by MTJA within sixty (60) days from the end of each Quarter on

all purchase, transfers and disposals of any equipment and assets during

that Quarter. Prior approval of MTJA shall be required for all transfers



outside the Contract Area and for all disposals of equipment or assets.

For the purpose of this Article, any transfer of equipment and assets

other than that for the purpose of repair, maintenance and emergencies,

to any place outside the Contract Area shall be deemed as disposals of

such equipment or assets.

Contractors may develop together with contractors in the other Contract

Areas within the Joint Development Area a mutually acceptable procedure

in order to participate in common stock



-70arrangements for equipment, materials and supplies wherever this is cost

effective and non-discriminatory to the Contractors and such procedure

to be agreed by the parties shall require the prior approval of MTJA.

It is hereby agreed that Contractors shall be responsible for the

disposals of equipment and assets on behalf of MTJA under terms and

conditions to be mutually agreed by the Parties. All gross proceeds

from the disposals of equipment and assets by Contractors shall be

remitted fully in cash to MTJA not later than two (2) weeks from the

date of receipt of payments except as provided in Article 12.10 below.

Any cost associated with the disposals shall be included in Cost Oil or

Cost Gas as the case may be.

12.10



Notwithstanding anything to the contrary herein, in the event that

Contractors do not make any commercial discovery within the exploration

period referred to in Article 2.4 Contractors may, with the approval of

MTJA, be allowed to dispose any surplus stock materials and any

remaining equipment, facilities, goods, materials and supplies purchased

by Contractors for Petroleum Operations and retain the proceeds thereof.

Any cost associated with such disposal shall be for the account of

Contractors.



12.11



MTJA may from time to time issue procedures and guidelines for the

purpose of implementing the provisions of this Article 12.



END OF ARTICLE 12



-71ARTICLE 13

ARBITRATION

13.1



Any disputes or differences arising out of or in connection with this

Contract which cannot be settled amicably shall be referred to

arbitration before a panel consisting of three (3) arbitrators, one (1)

arbitrator to be appointed by each Party and a presiding arbitrator to

be jointly appointed by both Parties.



13.2



If any of the two Parties fails to appoint his own arbitrator or the

Parties are unable to concur on the choice of a third arbitrator within

sixty (60) days of the receipt of a Party's request for arbitration, the

arbitrator or arbitrators shall be appointed upon application to the

United Nations Commission on International Trade Law ("UNCITRAL").



13.3



The third arbitrator appointed by UNCITRAL under Article 13.2 shall be a

person of a nationality other than nationalities of the Parties in

dispute.



13.4



The arbitration proceedings shall be conducted in accordance with the

rules of UNCITRAL. The venue of arbitration shall be either Bangkok or

Kuala Lumpur, or any other place as may be agreed to by the Parties. The

language of the arbitration shall be the English language.



END OF ARTICLE 13



-72ARTICLE 14

TRAINING OF MTJA PERSONNEL

14. 1



Contractors shall also contribute an annual amount of seventy thousand

United States Dollars (US$70,000) to MTJA for every Calendar Year or a

prorata amount For each uncompleted Calendar Year for the purpose of

training MTJA's personnel For a period of five (5) years. The first

contribution shall be paid not later than thirty (30) days from the

Effective Date and any subsequent contribution shall be paid not later

than January 31, of each subsequent Calendar Year.



14.2



If requested by MTJA, Contractors shall as part of Petroleum Operations

provide a reasonable number of MTJA's personnel with on-the-job training

and where appropriate and practicable, with training in their training

institutions, based on a mutually agreed programme, provided however

that any expense incurred by Contractors in such training shall be

deducted from the amount payable in Article 14.1 above in respect of

every Calendar Year. If the expense incurred by Contractors in such

training exceeds the amount specified in Article 14.1 above, any such

excess shall be reimbursed by MTJA to Contractors.



END OF ARTICLE 14



-73ARTICLE 15

EMERGENCY SUPPLY OBLIGATION

15.1



In the event of a state of national emergency in Malaysia or the Kingdom

of Thailand or shortage of supply of Crude Oil to the nation for

whatever reason, as declared by either Government, MTJA shall have the

right to pre-empt part or all of the Crude Oil won and saved from the

Contract Area.



15.2



Contractors shall upon receipt of fifteen (15) days' written notice from

MTJA sell and deliver Crude Oil to MTJA and/or refineries in Malaysia or

the Kingdom of Thailand in the manner specified in the notice.



15.3



The price at which the Crude Oil is made available to MTJA and the

nations under this Article shall be the price as determined for that

Quarter under Article 7 and including any freight charges if applicable.



15.4



Notwithstanding Article 10.1 payment for such Crude Oil shall be made in

Ringgit Malaysia or Thai Baht by the end of the month following the

month in which the Crude Oil is received by MTJA at an exchange rate

prevailing on the day of the payment at the bank or banks designated to

receive such payment.



END OF ARTICLE 15



-74ARTICLE 16

TERMINATION

16.1



If, in the opinion of Contractors, circumstances do not warrant

continuation of Petroleum Operations, Contractors may by giving not less

than six (6) months' prior notice in writing to that effect to MTJA,



surrender its rights and be relieved of its obligations pursuant to this

Contract, except such obligations as relate to the period prior to such

surrender.

16.2



MTJA may terminate this Contract on the happening of any of the

following events by giving to Contractors not less than ninety (90)

working days' prior notice in writing to that effect.

The events are:

(a)



failure by Contractors to make payments of any amount to MTJA on

the due date where such payments are required under the

provisions of this Contract;



(b)



wilful suspension by Contractors without just cause and without

the consent of MTJA, of any aspect of Petroleum Operations

covered by an approved Work Programme which is material;



(c)



failure by Contractors to observe or perform or comply with any

obligation under this Contract which is material.





-7516.3



16.4



The right to terminate this Contract under Article 16.2 shall not be

exercised unless and until:

(a)



notice in writing has been given to Contractors specifying the

particular matter causing such right to arise and requiring

Contractors to remedy the matter within a reasonable time to be

specified in the notice, in any event not less than thirty (30)

working days; and



(b)



within the time specified in the notice Contractors fail to

remedy the matter.



MTJA may terminate this Contract with respect to TRITON or CARIGALI on

the happening of any of the following events by giving to that party

(for the purpose of this Article 16, "party" shall mean TRITON or

CARIGALI or their approved respective assignees) not less than ninety

(90) working days' prior notice in writing to that effect:

The events are:

(a)



a petition is filed by the party in a court having jurisdiction

or an order is made or an effective resolution is passed for

its dissolution, liquidation or winding up;



(b)



the party becomes insolvent or is adjudged bankrupt or makes any

assignment for the benefit of its creditors, or is adjudged

under the relevant laws of Malaysia and/or the Kingdom of

Thailand to be unable to pay its debts as the same fall due;





-76(c)



a receiver is appointed or an encumbrancer takes possession of a

majority of the assets or undertaking of the party or the party

sells its business or a majority thereof without MTJA's prior

written consent;



(d)



the party ceases or threatens to cease to carry on its business

or a majority thereof or execution is enforced against all or a

majority of the property of the party and is not discharged

within fourteen (14) days thereof; or



(e)



the party ceases to be majority-owned by its existing

shareholders referred to in the preamble of this Contract and

Appendix B hereof without the prior written consent of MTJA.



For the purpose of this Article, 16.4(e) the word

"majority-owned" shall mean "having control, management and

ownership of no less than fifty-one per cent (51%) of the shares

of voting stock of the party in question".

16.5



The right to terminate this Contract with respect to a party under

Article 16.4 shall not be exercised unless and until:

(a)



notice in writing has been given to the party specifying the

particular matter causing such right to arise and if the matter

is capable of remedy, requiring the party to remedy the matter

within a reasonable time to be specified in the notice; and



(b)



within the time specified in the notice, the party fails to

remedy.





-7716.6



On the termination of this Contract under any of its provisions relating

to termination, this Contract and all the rights and obligations of MTJA

and Contractors or any party under this Contract shall altogether cease

to have effect;

Provided that such termination shall not affect:

(a)



any right or obligation of MTJA and Contractors or any party

expressed to arise under this Contract on the termination

thereof; or



(b)



any liability of MTJA and Contractors or any party accrued prior

to the date of termination.



END OF ARTICLE 16



-78ARTICLE 17

JOINT OPERATING AGREEMENT

17.1



TRITON and CARIGALI as Contractors each shall be entitled to a fifty per

cent (50%) undivided interest in all the rights, interests and

privileges of Contractors as set forth in this Contract. Contractors

shall be responsible jointly and severally in the duties and obligations

under this Contract.



17.2



Contractors shall, as a condition precedent to the signing of this

Contract, enter into an agreement between themselves to provide for the

procedures whereby they shall exercise their rights, interests and

privileges and fulfil their duties and obligations as Contractors (such

agreement hereinafter referred to as the "Joint Operating Agreement").

The terms of the Joint Operating Agreement shall be approved by MTJA in

writing prior to it being executed by Contractors and shall include the

following provisions:

(a)



Contractors shall appoint a sole or joint operator from amongst

themselves to carry out the decisions of Contractors as approved

by MTJA in accordance with provisions of this Contract;



(b)



Without prejudice to Article 17.1, Contractors each shall be

entitled to a fifty per cent (50%) participating interest of all

rights, interests, privileges, duties and obligations of

Contractors.





-79-



17.3



Contractors shall, upon execution of the Joint Operating Agreement

furnish MTJA with such number of conformed copies of the Joint Operating

Agreement as MTJA may reasonably require. Contractors shall not amend

the Joint Operating Agreement without prior written consent of MTJA.



END OF ARTICLE 17



-80ARTICLE 18

ASSIGNMENT

18.1



Contractors shall not, without the prior written consent of MTJA and

before having completed operations as specified in the approved

first-year Work Programme and Budget referred to in Article 3.1, sell,

assign, transfer, convey or otherwise dispose of or create or permit to

arise or subsist any security interest over any parts or all of its

rights, interests and obligations under this Contract to any person

(including an Affiliate).



18.2



Subject to consent of MTJA under Article 18.1, and provided that a

prospective assignee's status is not in conflict with Malaysian or Thai

national interest, any third parties (including an Affiliate) to be

assigned by Contractors all or part of its rights, interests and

obligations under this Contract shall possess the requisite financial

and technical capability to fulfil the obligations under this Contract.

MTJA shall notify Contractors of its decision within a reasonable period

of time from the receipt of Contractors' application for an assignment

under this Article (provided that Contractors have provided sufficient

information regarding the identity and financial and technical

capability of the prospective assignee).



END OF ARTICLE 18



-81ARTICLE 19

UNITISATION AGREEMENT

19.1



Contractors shall not, without the prior written consent of MTJA, enter

into any unitisation agreement involving the Contract Area for the

purpose of arriving at a fair allocation of Crude Oil or Natural Gas

reserves within Oil or Gas Fields that straddle the border of the

Contract Area and other contract areas under other contracts.



19.2



Subject to Article III(6) of the MOU and without prejudice to any

boundary delimitation negotiation between the countries concerned, MTJA

shall, where Joint Development Area boundaries are involved, after

consulting Contractors be the party representing the Contract Area in

any international unitisation agreement and all terms and conditions

agreed thereto by MTJA, in accordance with good petroleum industry

practice, after consultation with Contractors shall bind Contractors,

and Contractors shall reimburse MTJA for all reasonable expenses

incurred by MTJA in regard to such agreement within thirty (30) days of

submission of the unitisation agreement to Contractors. Such

reimbursement shall be deemed to be an allowable cost incurred by

Contractors and shall be taken into account for the purpose of

calculating Cost Oil or Cost Gas under the provisions of Article 5.1(b)

or Article 8.5(b), as the case may be.



END OF ARTICLE 19





-82ARTICLE 20

INSURANCE

20.1



Contractors shall cause MTJA's properties and all other properties to

which titles will eventually be transferred to MTJA pursuant to Article

12.5 including but not limited to wells, equipment, facilities, goods,

materials and supplies in use or in the course of construction or in

Contractors' custody, the costs of which are recoverable as Cost Oil or

Cost Gas, as the case may be, to be insured against such risks of loss

and damage for such amount and with such reputable insurer or insurers

as may be agreed with MTJA. Contractors shall nominate MTJA or order as

the loss payee under such insurance.

The insurance programme thereof must be submitted, not less than sixty

(60) days of each renewal for MTJA's approval.



20.2



All insurance proceeds including third party recoveries shall be

remitted to Contractors at the instruction of MTJA for the purpose of

the repair or replacement of the equipment or assets damaged or lost.



20.3



In the case of Petroleum that has been produced to the surface,

Contractors shall insure against such risks of loss and damage for such

amount and with such insurer or insurers as may be agreed with MTJA and

shall nominate MTJA and Contractors as joint beneficiaries under such

insurances. Any benefits arising therefrom shall be divided between the

Parties in proportion to their respective entitlements to Petroleum at

the relevant time.





-8320.4



The cost of all such insurances shall be deemed to be an allowable cost

for the purpose of calculating Cost Oil or Cost Gas, as the case may be.



END OF ARTICLE 20



-84ARTICLE 21

TAXES AND DUTIES

21.1



Subject to Articles 21.2 and 21.3, Contractors shall pay at their own

expense all taxes, duties, charges and levies imposed by the respective

Governments for which Contractors are liable under the laws of Malaysia

and the Kingdom of Thailand, as the case may be.



21.2



The terms of the Contract have been negotiated and agreed having due

regard to the terms of Articles 16 and 17 of the MTJA Agreement. Where

the taxes and duties referred to in Article 21.1 relate to petroleum

income tax, custom matters and export duty, such tax or duty, as the

case may be, shall be in accordance with the MTJA Agreement and shall be

imposed in compliance with the relevant legislation of Malaysia and the

Kingdom of Thailand, duly amended or adopted in its application to

Contractors hereunder to comply with the MTJA Agreement as at the

Effective Date.



21.3



If at any time or from time to time there should be changes in the

aforesaid or the implementation of any legislation, regulation or order

which imposes taxes, duties or levies inconsistent with Articles 16 and

17 of the MTJA Agreement, and such effect will be to increase or

decrease Contractors' liabilities, MTJA and Contractors shall meet and

formulate a mutually acceptable arrangement to restore the Contractors

to the same fiscal status under the terms of Articles 16 and 17 of the

MTJA Agreement in force on the Effective Date of this Contract.



END OF ARTICLE 21



-85ARTICLE 22

FORCE MAJEURE

22.1



Where the occurrence of force majeure beyond the reasonable control of

MTJA or Contractors renders it impossible or hinders or delays the

performance of any obligation (other than an obligation to make a

payment) or the exercise of any right under this Contract then the

failure or omission of MTJA or Contractors to perform such an obligation

shall not be treated as a failure or omission to comply with this

Contract.



22.2



Where MTJA or Contractors fail or omit to perform any obligation

hereunder in obedience to any Government act, order or regulation,

provided it is proved that such failure or omission is the necessary

consequence of such act, order or regulation, such failure or omission

shall not be treated as a failure or omission to comply with this

Contract.



22.3



Upon the occurrence of any force majeure the Party so affected in the

discharge of its obligations shall promptly:

(a)



give written notice of such event to the other; and



(b)



resume full performance of this Contract as soon as possible,

and to that end that Party shall use its best endeavours to

remove or remedy the cause of such prevention as quickly as may

be practicable, provided that if such occurrence results in the

suspension of all or a major part of Petroleum Operations

previously planned, and if such suspension continues for more

than three (3) months, the Parties shall meet and determine

whether it is equitable that the duration of this Contract and

any





-86appropriate period thereof, should be extended by a period equal

to the period of the suspension. If the suspension arising out

of a force majeure situation involves a total suspension of all

Petroleum Operations previously planned, and such suspension

continues for more than twelve (12) months, the Parties shall

consult each other in order to come to an agreement on the

resumption of Petroleum Operations.

22.4



The events falling within force majeure include but are not limited to

acts of God or force of nature, landslides, lightning, earthquakes,

floods, fires, storms or storm warning, tidal waves, shipwrecks and

perils to navigation, acts of war or public enemy, strikes, sabotage or

accidents or similar events beyond the control of the Parties or either

of them.



END OF ARTICLE 22



-87ARTICLE 23

INDEMNITY

23.1



Contractors shall at all times keep MTJA fully and effectually

indemnified against all actions, proceedings, costs, charges, expenses,

claims and demands whatsoever which may be made or brought against MTJA

by any third party in relation to any matter or thing arising out of



Petroleum Operations or the performance thereof unless caused by the

proven negligence or wilful default of MTJA. MTJA shall give

Contractors prompt notice of any such actions, proceedings, costs,

charges, expenses, claims or demands and MTJA shall not make any

settlement or agreement to settle in respect thereof without the prior

consent of Contractors.



END OF ARTICLE 23



-88ARTICLE 24

COMPLIANCE WITH LAWS AND DIRECTIVES

24.1



Contractors shall comply and ensure compliance by all of its employees,

agents and Sub-contractors (including employees of Sub-contractors) with

all laws, rules, regulations and requirements of any governmental

authority or agency as may from time to time be in force in Malaysia

and/or the Kingdom of Thailand.



24.2



Contractors shall comply with all directives given by MTJA with regard

to location of manpower, site for Contractors' office, major facilities

in Malaysia and the Kingdom of Thailand and any other requirements as

may be directed by MTJA.



END OF ARTICLE 24



-89ARTICLE 25

GOVERNING LAW

25.1



This Contract shall be governed by and construed in accordance with the

laws of Malaysia.



25.2



Nothing in Article 25.1 shall prejudice the application of the MOU, the

MTJA Agreement and the MTJA Act 1990.



25.3



Nothing in this Contract shall entitle Contractors to exercise the

rights, privileges and powers conferred upon them by this Contract in a

manner which would contravene any other written laws in force in

Malaysia and the Kingdom of Thailand.



END OF ARTICLE 25



-90ARTICLE 26

PUBLIC STATEMENTS

26.1



No public statements, announcements or circulars regarding this Contract

or the activities of the Parties relating hereto shall be made or issued

by or on behalf of Contractors without the prior written approval of

MTJA unless it is necessary for a Party or its Affiliates to make such

public statements or announcements in order to comply with statutory

requirements or rules of a stock exchange or similar regulatory body; in

which event, MTJA shall be so informed.



END OF ARTICLE 26





-91ARTICLE 27

ENTIRE AGREEMENT AND SEVERABILITY

27.1



This Contract sets out the entire agreement and understanding of the

Parties in connection with the subject matter of this Contract and

supersedes any other prior agreements, understanding or arrangements

whether written or otherwise (if any) relating thereto.



27.2



Subject to the MOU, the MTJA Agreement and the MTJA Act 1990, the

Parties may amend, vary or modify this Contract upon mutual agreement in

writing and such amendment, variation or modification shall form part of

this Contract.



27.3



If and for so long as any provision or Article of this Contract shall be

adjudged to be invalid for any reason whatsoever, such invalidity shall

not affect the validity or operation of any other provision or Article

of this Contract except only so far as shall be necessary to give effect

to the construction of such invalidity, and any such invalid provision

or Article shall be deemed severed from this Contract without affecting

the validity of the balance of this Contract.



END OF ARTICLE 27



-92ARTICLE 28

NOTICES AND COMMUNICATIONS

28.1



All notices required to be given or made under this Contract by one

Party to the other Party shall be sufficiently given if in writing and

delivered in person or sent by registered post with postage paid to such

other Party at the address of the other Party as follows:(a)



MALAYSIA-THAILAND JOINT AUTHORITY

27TH FLOOR, EMPIRE TOWER

CITY SQUARE CENTRE

182, JALAN TUN RAZAK

50400 KUALA LUMPUR

MALAYSIA

TELEX NUMBER : MTJA MA 20277

FACSIMILE : 03-2637588

ATTENTION : CHIEF EXECUTIVE OFFICER



(b)



(i)



PETRONAS CARIGALI SDN. BHD.

TINGKAT 2, WISMA PELADANG

P.O. BOX 12407

JALAN BUKIT BINTANG

50776 KUALA LUMPUR

MALAYSIA

TELEX NUMBER : CAGALI MA 30788

FACSIMILE : 03-2414863

ATTENTION : MANAGING DIRECTOR





-93(ii)



TRITON OIL COMPANY OF THAILAND

7TH FLOOR, KlAN GWAN BUILDING 1

140 WIRELESS ROAD

BANGKOK 10330

THAILAND

FACSIMILE : (662) 2534978

ATTENTION : GENERAL MANAGER



Either Party may substitute or change its address in Malaysia and the



Kingdom of Thailand by written notice to the other Party and such

notices shall be effective on date of receipt by the addressee.

Except with respect to notices, any other statement or communication

given or made under this Contract by one Party to the other may, unless

specifically stated otherwise in this Contract, be given in writing and

sent by regular post with postage paid, by telex or by facsimile with

transmission charges fully paid, to such other Party at the latter's

address referred to in this Article.



END OF ARTICLE 28



-94IN WITNESS WHEREOF MTJA, CARIGALI and TRITON have by their respective duly

authorized officers executed this Contract in the day and year first herein

above written.

SIGNED by



)

)-------------------------)

)

)

)-------------------------)



for and on behalf of

MALAYSIA-THAILAND JOINT AUTHORITY

in the presence of



SIGNED by



)

)-------------------------)

)

)

)-------------------------)



for and on behalf of

PETRONAS CARIGALI SDN. BHD.

in the presence of



SIGNED by



)

)-------------------------)

)

)

)-------------------------)



for and on behalf of

TRITON OIL COMPANY OF THAILAND

in the presence of





APPENDIX A

MAP OF CONTRACT AREA

MTJA

BLOCK A-18

APPENDIX A

---------THIS "APPENDIX A" IS

MADE AN INTEGRAL PART

OF THIS CONTRACT

CO-ORDINATES OF BLOCK





POINTS

-----

A



LATITUDE

-------

7DEG.18'00"



LONGITUDE

--------

102DEG.35'42"







B



7DEG.18'00"



103DEG.35'06"



C



7DEG.03'00"



103DEG.06'00"



D



7DEG.00'00"



102DEG.56'24"



E



7DEG.00'00"



102DEG.25'03"



F



7DEG.10'15"



102DEG.29'00"



LEGEND:

------[

] JOINT DEVELOPMENT AREA BLOCK A(18)

CONTRACT AREA

13



SUBBLOCK NO.13

50Km

--------------------





APPENDIX B

LIST OF EXISTING SHAREHOLDERS

PERCENTAGE

OF

SHAREHOLDING

--------------------------------------------------------------CONTRACTOR



SHAREHOLDER(S)



1



PETRONAS

PETROLIAM

CARIGALI

NASIONAL BERHAD

100%

SDN BHD

(PETRONAS)

--------------------------------------------------------------2



TRITON OIL

TRITON

COMPANY OF

INTERNATIONAL

100%

THAILAND

OIL CORPORATION

--------------------------------------------------------------

APPENDIX B

LIST OF EXISTING SHAREHOLDERS

PERCENTAGE*

OF

SHAREHOLDING

--------------------------------------------------------------SHAREHOLDERS*



1



TRITON

COMPANY OF

--------------THAILAND

--------------------------------------------------------------2



PETRONAS

CARIGALI

--------------SDN BHD

--------------------------------------------------------------*(to be specified upon verification)



APPENDIX C

PARTICULARS OF DATA, INFORMATION, ETC.



TO BE SUBMITTED

Following are particulars of data, information, studies, reports and samples

required to be submitted under Article 4.4(d).

1.



Geophysical Data

All basic geophysical data including the following:1.1



Seismic Surveys

(i)



Programme maps, pre-plot maps and navigation maps in

scale of 1:100,000 in the form of sepia and paper

prints; to be submitted at least two (2) weeks before

commencement of the survey;



(ii)



Final shotpoint and composite shotpoint location maps

in the form of mylar sepia and paper prints in scales

of 1:25,000, 1:50,000, 1:100,000 and 1:250,000; to be

submitted within two (2) months of completion of the

survey;





2

(iii)



Seismic operation reports, navigation operation reports

and quality control reports; to be submitted within

three (3) months of completion of the survey;



(iv)



Daily survey progress report;



(v)



Inventory of field tapes acquired during the survey

indicating seismic line numbers and shotpoint ranges on

tapes;



(vi)



Water depths maps in scales of 1:25,000, 1:50,000 and

1:100,000, fathometer profiles and water depth

listings;



(vii)



Operators/observers logs;



(viii)



Provisional processed and reprocessed seismic sections

in the form of paper prints with indication of process

types, processing and field acquisition parameters

used, preferably in horizontal scale of 1:12,500, or

1:25,000, and vertical scale of 10cm/second; to be

submitted within one (1) month of completion of initial

processing;



(ix)



Final processed and reprocessed seismic sections in the

form of mylar films in scale of 1:12,500, or 1:25,000

and vertical scale of 10cm/second to be submitted

within two (2) months of submission of item (viii);



(x)



Interpreted and uninterpreted stacking velocity

analyses sections in the form of paper print in

vertical scale of 10cm/second. The section should

depict the input record, the NMO record, stacked record

and velocity scattergram.





3

For 3D seismic, picked stacking velocity functions are

to be submitted or magnetic tape;

(xi)



Processing and reprocessing reports, documenting the

seismic lines numbers and shotpoint ranges processed or

reprocessed and the type of processing being done;



1.2



(xii)



Seismic interpretation reports;



(xiii)



Final processed tapes in standard industry format

containing raw stacks, raw migration and

filtered/scaled migration;



(xiv)



Final sections and full reports on any specialised

seismic processing/reprocessing work that includes but

not limited to DHI, AVO, Synthetic seismogrammes are to

be submitted to MTJA upon completion of each respective

studies.



Gravity Survey

(i)



Gravity and accelerometer records/profiles or spot

readings whichever applicable;



(ii)



Traverse line maps in the form of sepia and paper print

showing positions of observations of stations in scales

of 1:25,000, 1:50,000, and 1:100,000 whichever

applicable;



(iii)



Details of meter calibration and drift base stations;



(iv)



Navigational records required for corrections to

observations;





4



1.3



(v)



Processed gravity anomaly maps in the form of paper

prints and sepia at scales of 1:25,000, 1:50,000 and

1:100,000 whichever applicable. The method of

calculation of anomalies should be explained;



(vi)



Listings of absolute measured gravity values,

theoretical gravity values and corrected free-air

gravity anomaly values.



Magnetic Surveys

(i)



Magnetometer records/profiles records;



(ii)



Altimeter records, storm monitor records, navigational

records;



(iii)



Traverse or flight line maps in the form of sepia and

paper print showing positions of observations in scales

of 1:25,000, 1:50,000 and 1:100,000;



(iv)



Magnetometer operator log or other means of relating

magnetic observations to local time;



(v)



Diurnal variation records;



(vi)



Magnetic maps in paper prints and sepia form at scales

of 1:25,000, 1:50,000, 1:100,000 and 1:250,000 which

include total field and total field corrected for

normal field and diurnal variation.





5

1.4



Other survey

All other surveys data to be submitted as soon as available,

including profiles and reports for the following:(i)



Well/platform site survey;



(ii)



Soil/foundation investigation;



2.



(iii)



Pipeline route hydrographics survey (before and after

installation);



(iv)



Environmental/oceanographic data;



(v)



Rig/platform positioning;



(vi)



Well velocity survey.



Geological/Petrophysical/Production Test Data. All basic

geological/petrophysical and production test data including the

following:2.1



Well Reports

(i)



Recommendation to Drill/Well Proposals; to be submitted

at least two (2) weeks before spud-date;

(a) Depth and time structure maps of prospective

horizons in the form of sepia and paper prints in

scales of 1:12,500, 1:25,000, or 1:50,000

whichever applicable;





6

(b) Migrated TVS sections with at least one (1) key

seismic line passing through the location of the

proposed well;

(c) Assessment of hydrocarbon volume-in-place and

estimated reservoir parameters of prospect/field;

(d) Structure/stratigraphic cross-section;

(e) Economic evaluation of prospect/field.

(ii)



Proposed drilling and formation evaluation programmes

including detailed well cost estimate; to be submitted

at least two (2) weeks before spud-date;



(iii)



Daily/Biweekly/Weekly drilling reports,



(iv)



Abandonment Programmes;



(v)



Drilling Completion Reports; to be submitted within

three (3) months of the completion of the well;



(vi)



Geological Completion Reports; to be submitted within

three (3) months of the completion of the well

including:(a) Geological and operations summaries;

(b) Well completion logs in the form of sepia and

prints of scale of 1:500 showing formation test

depths/results, cores/sidewall cores depth,

hydrocarbon shows, preliminary log analyses and

stratigraphy;





7

(c) Geological well/composite log in sepia and print

in scale of 1:500 showing detailed lithology

description and percentages, penetration rates,

basic drilling data (ROP, WOB, Mudweight, etc.),

gas readings and composition;

(d) Final well log analysis;

(e) Pressure analysis;



(vii)



Post-drill Well Evaluation or Well Summary Reports;



(viii)



Service company reports covering mud logging, wireline

testing, production testing, etc;



(ix)



Production testing procedures;



(x)



Detailed production test reports;



(xi)



Subsurface pressure/temperature survey reports;



(xii)



Computer processed log interpretation;



(xiii)



Paleontological and palynological reports;



(xiv)



Geochemical reports;



(xv)



Petrographic studies;



(xvi)



Core analysis reports;





8

(xvii)



Fluid analysis reports;



(xviii) Directional survey reports.

2.2



Well logs; to be submitted as soon as available. Field and final

prints, sepias (in all available scales) and tapes of all

wireline logs run.



2.3



Samples

All samples including the following:-



3.



(i)



drill cuttings;



(ii)



drill cores;



(iii)



a representative portion or sidewall cores;



(iv)



fluid-oil, condensate and water;



(v)



any other types of samples.



Interpretative Material-Reports

All interpretative and progress reports (inclusive of any subsequent

revisions thereof) including the following:(i)



Progress reports on geophysical and drilling operation

including notification of the principle developments

and discoveries;





9

(ii)



4.



An annual general review of the interpretation of the

subsurface structure in any area over which geological,

geophysical, drilling or other operations have been

conducted (including interpretation thereof) and any

revised interpretation occasioned by the work or

question (to be supported by up-to-date maps).



Reports on Reserve Calculation

4.1



All reports inclusive of any subsequent revisions thereof with

respect to the amount of Petroleum in a petroleum reservoir

classified as:-



4.2



(i)



Proven Petroleum originally-in-place;



(ii)



Expected Petroleum originally-in-place;



(iii)



Proven estimated ultimate recoverable Petroleum

reserves;



(iv)



Expected estimated ultimate recoverable Petroleum

reserves;



(v)



Platform conformable proven and expected estimated

recoverable Petroleum reserves.



In respect of the Contract Area the reports shall specify:(i)



The location, size and extent of the petroleum

reservoirs;





10

(ii)



The amount of Petroleum in the reservoir estimated to

be in Items (i), (ii), (iii), (iv) and (v) of 4.1 above

in the Development/Production Area;



(iii)



The method and calculations of the estimates in Item

(ii) above; and



(iv)



All the data upon which the above estimates were based.



Contractor shall submit by March 31st of each year to MTJA the

annual reserves report as at the year end of the preceding

Calendar Year.

5.



Production Operations

5.1



All available data, information, studies and reports inclusive

of any subsequent revision thereof relating to production

operations.



5.2



With respect to each Oil and Gas Field, a monthly report shall

be submitted within thirty (30) days from the end of the month

under review and shall specify:(i)



the number of wells(a) which produced Petroleum or water;

(b) which were shut-in;

(c) into which fluids and gas was injected.





11

(ii)



total quantity of(a) Petroleum and water produced;

(b) fluids and gas injected;

(c) Petroleum utilised, flared or vented, stored in

and delivered from each production station; and

(d) reconciled production of Petroleum.



(iii)

5.3



Petroleum flow, pressure and temperature recording

charts from each production station.



With respect to each producing well the monthly reports shall

indicate the:-



(i)



name, location and status;



(ii)



method by which Petroleum or water is produced;



(iii)



choke size;



(iv)



results of tests;



(v)



total estimated daily wellhead production of Petroleum

and water; and



(vi)



reconciled total production of Petroleum.





12

5.4



5.5



With respect to each reservoir completed in the Oil and Gas

Field, the quarterly report shall be submitted within thirty

(30) days from the end of the month under review and shall

specify:(i)



name and status;



(ii)



average reservoir pressure for the quarter;



(iii)



average reconciled daily water and Petroleum

production; and



(iv)



average reconciled gas and fluid injection.



With respect to development drilling for each Oil and Gas

Field:(i)



Notice of Operation for well drilling and workover;



(ii)



Standard drilling programme from each platform;



(iii)



Daily/weekly drilling reports inclusive of progress and

evaluations;



(iv)



Well completion reports;



(v)



Final completion reports (for workover operations);



(vi)



Well abandonment reports;



(vii)



Any other reports pertaining to drilling/completion and

workover activities.





13

5.6



With respect to the planned or installed facilities for each Oil

and Gas Field:(i)



Platform facility design basis or philosophy inclusive

of conceptual studies and/or front-end design;



(ii)



Fabrication and installation procedures and/or reports;



(iii)



Project completion reports;



(iv)



As-built drawings and vendor catalogues;



(v)



Weekly and monthly engineering report;



(vi)



Overall long term maintenance programme for facilities

and pipelines;



(vii)



Weekly and monthly Operation and maintenance reports;



(viii)



Modification and upgrading of facilities reports (if

any);



5.7



(ix)



Monthly safety incident statistics report;



(x)



Technical/safety audit report.



With respect to measurement for custody transfer and entitlement

determination purposes, the following data/procedures shall be

submitted:(i)



Detailed measurement procedures, designs and operation

of measurement systems;





14



5.8



6.







(ii)



Detailed procedures and reports for validation or

calibration of measurement systems;



(iii)



Detailed Petroleum accounting procedures;



(iv)



Production, stock, sales/exports and losses figures.



With respect to each Oil and Gas Field, three (3) months prior

to relinquishment, a status report shall be submitted and shall

specify:(i)



Complete report listings;



(ii)



Well, reservoir and field performance history;



(iii)



Reservoir and well data;



(iv)



Well status;



(v)



Reserve status;



(vi)



Latest as-built drawing;



(vii)



Major maintenance, improvement and modification

records;



(viii)



Inspection records.



Other data

Any other information, data, records and studies of any form relating to

Petroleum Operations including any subsequent revisions thereof.

APPENDIX D

LETTER OF GUARANTEE FOR BLOCK A-18



WHEREAS, _______________________, a corporation validly existing under the laws

of______________________________ (hereinafter called the "PARENT"), with a

principal place of business at ___________________________________; and

WHEREAS, _______________________, (hereinafter called the "COMPANY") is a wholly

owned subsidiary of the PARENT; and

WHEREAS, the COMPANY has signed that certain Production Sharing Contract

(hereinafter called the "CONTRACT") with the Malaysia-Thailand Joint Authority

(hereinafter called the "MTJA") contemporaneously herewith; and

WHEREAS, the COMPANY holds the Participating Interest as specified in the

"CONTRACT"; and

WHEREAS, the MTJA desires that the performance by the COMPANY under the CONTRACT

be guaranteed; and

WHEREAS, the PARENT accepts that it fully understands the legal and contractual

undertaking of the COMPANY under the CONTRACT; and

NOW THEREFORE, it is hereby stipulated and agreed as follows:-



1.



The PARENT shall be bound as guarantor and principal debtor by virtue of

this Letter of Guarantee (hereinafter call "LETTER OF GUARANTEE") to the

MTJA for the accurate fulfillment of the obligations assumed by the

COMPANY to expend during a period of five (5) years from___________

(hereinafter called the "EFFECTIVE DATE") the COMPANY's Participating

Interest share of a minimum of





-2twenty-five million United States Dollars (US$25,000,000) on exploration

activities for petroleum in accordance with the CONTRACT, covering Block

___________ (hereinafter called the "CONTRACT AREA").

2.



The PARENT agrees that it shall pay to the MTJA on first demand in

writing without proof and conditions an amount up to the COMPANY's

Participating Interest share of the twenty-five million United States

Dollars (US$25,000,000) and the MTJA's first demand shall not be given

earlier than the end of the said five-year period or prior to the total

relinquishment of the CONTRACT AREA should such relinquishment occur

within the said five-year period, provided that:(a)



the COMPANY, or



(b)



any of its affiliates or any third party to whom the interests

under the CONTRACT may have been assigned;



has failed to comply with its contractual obligations to expend the said

amount in exploration activities within the period of time prescribed

under the CONTRACT and provided that the amount required under said

demand represents the difference between what the COMPANY and/or its

permitted assignee actually expended and the minimum amount which the

COMPANY and/or its permitted assignee is obligated to expend under

Article 3.5 of the CONTRACT.

3.



This LETTER OF GUARANTEE shall be governed by and construed in

accordance with the Laws of Malaysia. Any dispute or difference arising

out of or in connection with this LETTER OF GUARANTEE or the

implementation of any of the provisions hereof which cannot be settled

amicably shall be submitted for arbitration in which case the terms

provided in Article 13 of the CONTRACT shall be applied MUTATIS

MUTANDIS.



This LETTER OF GUARANTEE shall expire five and one half (5-1/2) years from the

EFFECTIVE DATE or as soon as the COMPANY and/or its permitted assignee has been

recognised by the MTJA to have fulfilled its minimum expenditure obligation

under the CONTRACT.



-3Any claim made under this LETTER OF GUARANTEE shall be made in writing to the

PARENT not later than ninety (90) days from the expiry date, after which the

PARENT shall be discharged from its liabilities under this LETTER OF GUARANTEE.

SIGNED by

for and on behalf of___________________________

in the presence of









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)__________________________

)

)__________________________

)

)