The following table defines the share of responsibilities of all parties in the delivery of the

works

Case a: Current Marine WO Agreement

Party Referred to as:

The Commercial Entities to which the Customer / Client

Contractor delivers services / products Bahar Energy Operating Company

Contractor
Company assigned for rendering the Petroleum Services Group SA
services as called in the relevant contract

Subcontractor Eligible Company having specific expertise

Specific services / products supplier in
scope of the contract awarded to the
Contractor

This case suits Smape C/T service company

Case b:

In case the `subcontractor` party is awarded for the specific services as eligible
company by the Customer directly based on a competitive bidding (PSA item 25.2, (b)
(i), (aa)), PSG will be assigned for performing of the services as called with a Tripartite
Agreement to be signed between Customer, awarded Company and PSG. (no approval
needed by Socar PSA item 25.2, (b) (v)).

For example:

1) Customer (BEOC) announces a competitive bidding for mud services

2) Eligible company is awarded for the relevant mud services
3) An agreement is signed between Customer and awarded Company
4) A tripartite agreement is signed assigning PSG for the relevant services
5) PSG assigns a company (awarded company) for rendering the relevant mud
services as a subcontractor.
Referring items:

PSA Item 25.2

25.2 Assignment

(a) Restriction. No assignment, mortgage, pledge or other encumbrance shall be made by a

Contractor Party of its rights and obligations arising under this Agreement other than in
accordance with the provisions of this Article 25.2. Any purported assignment made in
breach of the provisions of this Article 25.2 shall be null and void. For purposes of this
Article 25 change in the structure of ownership of an Other Contractor Party (other than for
the purposes of internal reconstruction, financing, or amalgamation of an Ultimate Parent
Company of such Other Contractor Party) shall be deemed an assignment under this
Agreement. Except in the case of a Contractor Party assigning all of its percentage
Participating Interest, no Contractor Party shall assign less than a five (5) percent
percentage Participating Interest without SOCAR' s approval.

(b) By a Contractor Party

(i) Assignments to Third Parties. Subject to the provisions of this Article 25 .2(b) a Contractor
Party shall be entitled to assign all or part of its rights and obligations arising under this
Agreement to any Third Party which:

(aa) has the technical and financial ability commensurate with the responsibilities and
obligations which would be imposed on it hereunder;

(bb) as to the interest assigned, accepts and assumes all of the terms and conditions of
this Agreement; and

(cc) is an entity with which SOCAR can legally do business.

(ii) Encumbrance by Contractor Party. Without prejudice to its obligations hereunder, each
Contractor Party shall have the right to freely mortgage, pledge or otherwise encumber its
interests in the Agreement or any property in or outside the Republic of Azerbaijan which is
used for Petroleum Operations, provided that any such mortgage, pledge or other
encumbrance shall be made expressly subject to the terms of this Agreement.

(iii) Approval of SOCAR. Any proposed assignment, mortgage, pledge or other encumbrance by
a Contractor Party to a Third Party shall require the prior approval of SOCAR which
approval shall not be unreasonably withheld. If within ninety (90) days following notification
to SOCAR of a proposed assignment accompanied by the relevant information and the draft
deed of assignment, mortgage, pledge or other encumbrance, SOCAR has not given its
decision, such assignment, mortgage, pledge or other encumbrance shall be deemed to be
approved by SOCAR.
(iv) Obligations of Assignee. In the event a Contractor Party assigns all or a portion of its rights
and obligations arising under this Agreement, and the assignment has been approved or
deemed approved by SOCAR, the assignor shall, to the extent of the interest assigned, be
released from all further obligations and liabilities arising under this Agreement after the
effective date of such assignment. The assignee with the remaining Contractor Parties shall
thereafter be jointly and severally liable for the obligations arising from this Agreement,
except to the extent otherwise provided under this Agreement.

(v) Assignments to Affiliates and Contractor Parties. A Contractor Party shall be entitled at any
time to assign all or part of its rights and obligations arising from this Agreement to one or
more of its Affiliates or to any of the Contractor Parties without the prior consent of SOCAR,
provided however that SOCAR shall be promptly advised of any such assignment.
Additionally, with respect to an assignment by a Contractor Party to an Affiliate, any such
Affiliate must satisfy the requirements of Article 25.2(b)(i) above, and further, provided that
the assigning party shall remain liable for its Affiliates' obligations under this Agreement in
the same manner as though no assignment had been made to such Affiliate unless and until
said assignment is approved or deemed approved by SOCAR, in the manner provided
under Article 25.2(b)(iii).

The Agreement (template) will be based on the following

PSG will advise the Company having a specific expertise in Oil&Gas field to submit a bid. In
case the Company is awarded, Company will render the services as called by means of PSG in
terms of above mentioned formulation.

The company considers PSG portion included in its financial proposal as agreed upon by the
parties.

Compensation:

PSG will pay subcontractor after deduction its own portion as previously agreed upon.

Additional items:

- Non-disclosure statement
- Exclusivity