BILVIEW-GEOEX NIGERIA WELL-LOG DATA LICENSING

BILVIEW-GEOEX TERMS AND CONDITIONS FOR NIGERIA WELL-LOG DATA LICENSING

1 DEFINITIONS

In these Terms and Conditions the following terms shall have the following meanings: “Authorised Person” means your directors, officers, employees or consultants; “BV/GX” means BILVIEW ENERGY LIMITED / GEOEX-INTERNATIONAL LIMITED whose registered office is at No.3 Choka Street, Eligham, GRA, Phase 1, Port Harcourt, Rivers State, Nigeria;

Data” means digitised and analog well log data pertaining to, or issued from, well logs in Onshore and Offshore Nigeria as provided by the DPR and licensed to BV/GX;

DPR” means the Department of Petroleum Resources of the Ministry;

Materials” means the material and content available through the On-line Services;

Ministry” means the Ministry of Petroleum Resources of the Government of the Federal Republic of Nigeria;

On-line Services” means the access to, and use of, the GEOINFOWEB website with address www.geoinfoweb.com;

Party” means you or BV/GX and “Parties” means both you and BV/GX;

you” or “your” means the individual, company, partnership or any other legal entity that wishes to access the On-line Services by agreeing to accept these Terms and Conditions;

2 NON-EXCLUSIVE LICENCE

2.1 By accepting these Terms and Conditions, you are granted access to, and use of, the GEOINFOWEB website for the On-Line Services.

2.2 You are granted a non-exclusive, non-transferrable, limited licence to access and use of the On-line Services and the Materials from time to time made available to you for the following purposes:

(a) the right to electronically display Materials retrieved from the On-line Services, provided that you shall ensure that every person having access to the On-line Services and the Materials and using the On-line Services and Materials shall do so only in accordance with these Terms and Conditions, including clause 9 of these Terms and Conditions; and

(b) the right to retrieve and store machine-readable copies of Materials, provided that such retrieval and storage is limited to a single retrieval of the Materials.

This clause is subject to the overriding obligation upon you not to create your own independently searchable database of the Materials. This clause is also restricted to the extent the storage of those Materials is not further limited or prohibited by the Level of Participation as set out in clause 3.

2.3 BV/GX reserves the right to trade, sell, or transfer copies of the Materials, and (subject to the ownership rights of the Ministry and/or DPR) retains full licence title and ownership of the Materials deposited into the GEOINFOWEB website, the search engine, and the database structure.

2.4 You agree that your purpose in licensing the Materials is for your own Internal Use and you are permitted to make only such copies of the Materials as are necessary for your Internal Use. “Internal Use” shall not include, and you are prohibited from: (1) reverse engineering the Data; (2) compiling and / or distributing a Data set; (3) making any commercial use of the Data in the form of a sale, loan, trade, sharing arrangement or gift of the license, its use, or Data obtained with the license granted under clause 2.2; or (4) allowing any third party to digitize, copy, transform, or otherwise create any copies or derivative products from the Materials, including but not limited to hardcopy logs, for any purpose other than for your sole and exclusive benefit and use. Specifically, no third party shall be allowed to retain any copies or derivatives of the Materials.

2.5 You shall be liable to ensure that the Materials and the On-line Services are only accessed by Authorised Persons. If there is any unauthorised access, you shall as soon as practicable notify BV/GX of the full circumstances of the unauthorised access and BV/GX shall be entitled to: (i) charge you for such unauthorised access based on the Charges; (ii) suspend access to the On-Line Services and the Materials; and/or (iii) terminate our agreement and these Terms and Conditions. You remain liable for any breach of these Terms and Conditions by any Authorised Person.

2.6 GEOINFOWEB and the On-line Services are certified on Internet Explorer 5.5 or higher (“IE”). BV/GX reserves the right to change certification on specific versions of IE including elimination of certifications, as certain versions become obsolete or are not supported by the manufacturer.

2.7 Except as specifically provided in this clause 2, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using Materials retrieved from the On-line Services. You shall not download Materials without using the downloading commands of the On-line Services or its web browser software. All access to and use of the On-line Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the On-line Services is strictly prohibited.

2.8 All right, title, and interest (including all copyrights and other intellectual property rights) in the On-line Services and Materials (in both print and machine-readable forms) belong to BV/GX or the DPR. You acquire no ownership of copyright or other intellectual property rights or proprietary interest in the On-line Services, Materials, or copies thereof.

2.9 Other provisions that govern use of Materials are set forth in the Price Schedule, online descriptions of files, online notices following file selection, and individual documents retrieved from the On-line Services (collectively, the “Additional Terms” ), all of which are incorporated by reference into these Terms and Conditions.

3 LEVEL OF PARTICIPATION

3.1 The Parties agree that that you shall be granted STANDARD Level of Participation as presently provided by BV/GX.

4 TERM AND TERMINATION

4.1 Subject as provided in clause 4.2, the initial term of the agreement between BV/GX and you (the “Term”) is one year from the date on which you accept these Terms and Conditions; provided that the Term will be extended and our agreement will renew automatically for successive one-year periods if not otherwise terminated as provided herein in accordance with your continued acceptance of these Terms and Conditions. Each year, at least sixty (60) days prior to the expiration of the annual term, BV/GX will notify you in writing of changes, if any, to the Pricing Schedule as set out in Schedule 1. If you do not notify BV/GX in writing of your intent to terminate at least thirty (30) days prior to expiration of the relevant term, the renewal will automatically incorporate any price changes notified by BV/GX.

4.2 BV/GX shall be entitled to terminate our agreement with immediate effect by giving written notice of termination to you on the occurrence of any of the following events:

(a) BV/GX ceases to be permitted by the DPR to make the Data available in accordance with the terms and conditions of its contractual arrangements with the DPR;

(b) there is any material breach of the Terms and Conditions by you, or any person for which you are liable under these Terms and Conditions, which breach (if capable of remedy) is not remedied within 30 days of the date of notification by BV/GX;

(c) you go into liquidation, either compulsory or voluntary (save for the purpose of a bona fide solvent restructuring or amalgamation), or if an administrator, administrative receiver is appointed in respect of the whole or any substantial part of your assets or if you make an assignment for the benefit of or composition with your creditors generally or if any similar occurrence under any jurisdiction affects you or a resolution is passed for your voluntary winding-up;

(d) you commit any violation of any law or regulation applicable to you; or

(e) you have not paid an invoice in accordance with clause 7.

4.3 All provisions of clauses 6, 9 and 10 – 16 of these Terms and Conditions shall survive any termination of our agreement.

5 LIMITED WARRANTY

5.1 BV/GX represent and warrant that:

(a) it has the right and authority to make the On-line Services and Materials available pursuant to these Terms and Conditions; and

(b) it has used commercially reasonable efforts to verify the accuracy of the Materials contained within the On-line Services.

5.2 Except as otherwise provided in clause 5.1, the On-line Services and Materials are provided on an "as is", "as available" basis and BV/GX make no express warranties under these Terms and Conditions, including without limitation that the On-line Services and Materials are or will be complete or free from errors or that information will continue to be available to BV/GX to enable BV/GX to keep the On-line Services and Materials up-to-date.

6 LIMITATION OF LIABILITY

6.1 To the maximum extent permitted by law, a Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:

(a) any errors in or omissions from the On-line Services or any Materials available or not included therein;

(b) the unavailability or interruption to the supply of the On-line Services or any features thereof or any Materials;

(c) a subscriber's use or misuse of the On-line Services or Materials (regardless of whether you received any assistance from a Covered Party in using or misusing the On-line Services);

(d) your or any Authorised Person’s use of any equipment in connection with the On-line Services;

(e) the content of Materials;

(f) any delay or failure in performance beyond the reasonable control of a Covered Party; or

(g) any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of our obligations under these Terms and Conditions.

6.2 "Covered Party" means (a) BV and GX, their respective affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of BV/GX or their affiliates; and (b) each third party supplier (including, without limitation, the Ministry and DPR) of Materials, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or any of their affiliates.

6.3 BV/GX’s liability to you for breach of any term of these Terms and Conditions or any warranty implied under any law which cannot be lawfully modified or excluded by these Terms and Conditions shall, to the extent permitted by law, be limited at BV/GX’s option to supplying the On-line Services or Materials again or paying for their re-supply. Nothing in these Terms and Conditions is intended to exclude liability for death or personal injury resulting from any negligence by BV/GX.

6.4 The liability of BV/GX to you for loss or damage of any kind (including loss or damage caused by negligence) shall be reduced to the extent that you, your officers, directors, employees or agents caused or contributed to that loss or damage.

6.5 SUBJECT TO CLAUSE 6.3, THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF THESE TERMS AND CONDITIONS OR RELATING TO THE ONLINE SERVICES OR MATERIALS SHALL NOT EXCEED ACTUAL DIRECT DAMAGES IN AN AMOUNT PAID BY YOU PURSUANT TO THESE TERMS AND CONDITIONS AND ANY INVOICES ISSUED AND PAID DURING THE PREVIOUS 12- MONTH PERIOD. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.

6.6 SUBJECT TO CLAUSE 6.3, THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ON-LINE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.

6.7 Whilst reasonable efforts are made to keep the Materials up to date, you agree that you shall obtain independent verification or advice before relying upon any piece of information in circumstances where loss or damage may result.

6.8 Any password / ID number issued by BV/GX to you is personal and confidential to you. If BV/GX suspects that any password / ID is being used by an unauthorised user, that Password / ID may be cancelled and our agreement terminated.

7 CHARGES

7.1 You shall pay the Charges as set out in the Pricing Schedule attached as Schedule 1 to these Terms and Conditions and as invoiced to you (the “Charges”).

7.2 BV/GX shall invoice you for the Charges in advance of granting full access to the Online Services. You will pay such invoice(s) within 15 days of receipt and will notify BV/GX promptly of any dispute. You shall pay any undisputed portion of the Charges within the 15-day time period.

7.3 If there is any dispute in relation to an invoice, you / one of your senior executive officers and BV/GX shall seek as soon as practicable to settle such dispute. If no settlement has been reached within 25 days of the due date for payment of the invoice, either Party may refer the dispute for settlement in accordance with clause 15. For the avoidance of doubt, you will not be granted full access to the On-line Services until the first invoice has been paid in full.

7.4 BV/GX shall be entitled to charge interest at the rate of 12% p.a. from the due date of payment until the date of receipt.

8 GENERAL WARRANTIES

8.1 Each Party warrants to the other Party that:

(a) where the Party is a corporate entity, it is duly organised and validly existing under the laws of its place of incorporation and has the right and authority to conduct its business;

(b) they have all necessary powers and authorities under their respective constitutions to execute, deliver and complete these Terms and Conditions and the documents referred to herein and acceptance of these Terms and Conditions has been approved by them individually or their respective directors or authorised officers; and

(c) their obligations under these Terms and Conditions will constitute valid and binding obligations of such Party enforceable against you/it in accordance with its terms and you/they know of no reason why you/they should not be capable of fully performing their respective obligations in the manner and time-scale envisaged herein.

9 CONFIDENTIALITY

9.1 Save as provided in clause 9.2 each Party hereto shall treat as confidential all information of a confidential nature (including trade secrets and information of commercial value) which may become known to any of them from the other Party. No Party shall reveal any such information to any third party. The obligations of the Parties under this clause 9 shall remain in force (both before and after termination of these Terms and Conditions) until the relevant information enters the public domain otherwise than by the default of any Party.

9.2 The obligations of confidentiality in clause 9.1 shall not apply in respect of the revealing of such information in the following circumstances:

(a) in connection with the performance of each Party’s obligations hereunder;

(b) to any Party’s professional advisers; and

(c) as required by law or any applicable regulatory requirement, provided the Party revealing the same shall take all reasonable steps to preserve the confidentiality thereof and to ensure that such information shall be used only for the purposes for which it has been disclosed.

9.3 You acknowledge that the unauthorized use or disclosure of BV/GX confidential information, and more particularly the Materials, would cause irreparable harm to BV/GX. Accordingly, the Parties agree that BV/GX shall have the right to obtain an immediate injunction against any such unauthorized use or disclosure, in addition to any other rights and remedies available to it at law or in equity.

9.4 You shall indemnify, and keep indemnified, BV/GX, their affiliates, and their respective officers, directors, employees, advisers or agents (each an “Indemnified Person ”) from and against all action, claims, demands, liabilities, damages, losses, costs, charges, and expenses (excluding consequential losses and loss of profit) that an Indemnifies Person may suffer or incur in connection with, or arising directly or indirectly from, any breach or non-performance by you, or any person to whom it has disclosed or given access to any part of the confidential information.

10 COSTS

Each Party shall bear its own legal, accountancy and other costs, charges and expenses connected with the acceptance of, negotiation, preparation and implementation of these Terms and Conditions.

11 ASSIGNMENT

11.1 Subject to clause 11.2, no Party may assign its rights or obligations under these Terms and Conditions.

11.2 Subject to clause 11.3, you shall not assign or transfer the license rights to the Materials to a person that acquires, either directly or indirectly, your equity interest or assets (an “Acquiror”), whether such acquisition is in the form of a statutory merger, consolidation, share exchange, stock or asset sale, or otherwise, without the prior written consent of BV/GX. In requesting such consent, you shall provide notice satisfactory to BV/GX of all relevant facts concerning such transfer.

11.3 BV/GX shall not withhold its consent unreasonably in the case of a transfer of all (but not less than all) Material governed by these Terms and Conditions that meets all the following conditions:

(a) you shall, directly or indirectly, transfer ownership and control of its equity interest or assets, or all or substantially all of its petroleum exploration and development assets to a single Acquiror;

(b) you shall not retain any Materials following such transfer;

(c) the Acquiror shall agree prior to consummation of the transfer that, at BV/GX’s option, either:

(i) our agreement pursuant to these Terms and Conditions shall not terminate but shall remain in full force and effect and the Acquiror shall agree in writing to be bound by the Terms and Conditions as if it were the original licensee hereunder, or

(ii) the Acquiror shall execute a form of acceptance of these Terms and Conditions; and

(d) you or Acquiror shall either:

(i) pay either 20% of the Standard Level rates for the Materials previously licensed by you from BV/GX; or

(ii) obligate itself to license additional Materials from BV/GX in an amount equal to 50% of the Standard Level rates for the Materials previously licensed by you from BV/GX on the same Terms and Conditions.

11.4 A valid transfer does not relieve you from its accrued payment obligations generated during the annual Term.

12 ENTIRE AGREEMENT

These Terms and Conditions and any invoice issued in accordance with clause 7, constitutes the entire agreement between the Parties in connection with the subject matter of these Terms and Conditions and supersedes all prior agreements oral, written or otherwise in respect of the subject matter hereof. Each of the Parties acknowledges and agrees that in accepting these Terms and Conditions, it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the subject matter of these Terms and Conditions other than as expressly set out in these Terms and Conditions. Each of the Parties acknowledges and agrees that the only remedy available to it for breach of these Terms and Conditions shall be for breach of contract under the terms of these Terms and Conditions and it shall have no right of action against any other Party in respect of any pre-contractual statement.

13 WAIVER/AMENDMENT/INVALIDITY

13.1 There shall be no waiver of any term, provision or condition of Terms and Conditions unless such waiver is evidenced in writing and signed by the waiving Party. 13.2 No omission or delay on the part of any Party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies provided by law.

13.3 BV/GX shall be entitled to vary these Terms and Conditions on giving written notice of variation to you; provided that the variation shall only be effective from the presentation of the next invoice by BV/GX.

13.4 Each of the provisions of these Terms and Conditions is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect or impair the legality, validity or enforceability in that jurisdiction of the other provisions of these terms and Conditions or of any provisions of these Terms and Conditions in any other jurisdiction then the Parties will use reasonable endeavours to negotiate in good faith with a view to replacing it with one or more provisions differing from the replaced provision as little as possible.

14 NOTICES

14.1 Any notice or other communication given under these Terms and Conditions shall be in writing and signed by or on behalf of the Party giving it and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post (or registered airmail) or fax to the address and for the attention of the relevant party as set out in the invoice (or as otherwise notified by that Party). Subject to clause 14.2, such notice shall be deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting;

(c) in the case of registered airmail, five days from the date of posting; and

(d) in the case of a fax or an email, at the time of transmission.

14.2 If deemed receipt occurs before 9:00am on a Business Day the notice shall be deemed to have been received at 9:00am on that day, and if deemed receipt occurs after 5:00pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9:00am on the next Business Day. For the purpose of this clause, “Business Day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.

15 GOVERNING LAW AND JURISDICTION

15.1 These Terms and Conditions shall be governed by and construed in accordance with English law.

15.2 Except as otherwise provided in these Terms and Conditions, all disputes arising in connection with these Terms and Conditions, whether arising during the Term or thereafter and which cannot be resolved amicably by the Parties within a reasonable time shall be submitted to final arbitration in accordance with current LCIA arbitration rules by one or several arbitrators appointed in accordance with said rules. In all cases, the arbitrators shall determine the dispute in accordance with these Terms and Conditions. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.

15.3 Arbitration shall take place in London, United Kingdom, and shall be held in the English language. Each Party shall bear its own costs of the arbitration. Any decision of the arbitrators(s) shall be final and binding upon the Parties to the arbitration and shall be their sole and exclusive remedy. However, neither Party shall be hereby excluded from seeking provisional remedies in the English courts, including but not limited to restraining orders and preliminary injunctions, in order to protect its rights and interests, but such shall not be sought as a means to avoid or stay arbitration.

16 NO THIRD PARTY RIGHTS

There are no third party beneficiaries of these Terms and Conditions and the Parties waive and exclude the application of the provisions of the Contracts (Rights of Third Parties) Act 1999.

SCHEDULE 1

PRICING SCHEDULE

The Charges do not include any withholding tax or other tax as may be applicable. All scanned images for one single well: 4,000 USD per well (scanned images are not sold individually)

Additional LAS file: 200 USD per unit (provided upon purchase of all scanned images for corresponding well)

Composite log for one well: upon request

Interpreted log for one well: upon request

The process to obtain the Data is as follows. Once the firm order is received:

* We will register you onto our website www.geoinfoweb.com, using your email address (or you can register directly if you wish) and deliver a user login.

* We will issue an invoice (together with the Terms and Conditions)

* We will prepare the Data and make it available on our website for download by you

* The download link will be activated the later of (i) 15 days and (ii) the date on which acceptance of the Terms and Conditions is acknowledged and payment of the initial invoice is received