GENERALTERMS ANDCONDITIONS

KOLLER Workover & Drilling

General terms and conditions for service and manufacture

Art. l. Quotation

1. Quotations the contractor was requested by the client to submit shall be made free and legally binding unless otherwise agreed by the parties in writing.

2. By submitting the quotation the bidder acknowledges these conditions and all further conditions of the inquiry unconditionally.

3. The bidder shall be obliged to inform himself about and to consider all of the local circumstances, the entire conditions, influences and existing regulations prior to submitting the quotation.

4. The quotation shall comprise all supplementary work such as the installation and the removal of the construction site, the appropriate storage, supply of all required equipment and machinery, and non-wage labour costs.

5. Quotations shall be given at net prices excluding value added tax.

Art. ll. Order

1. Orders, general agreements, requests and alterations to the order are considered a binding agreement.

2. Demands relating to non-binding orders, requests or alterations to orders are generally not admitted.

Art. lll. Execution of the order

1. The contractor will take the direct control and responsibility of the work supplying the responsible supervisory personnel for his scope of work. During the execution of the work he shall be solely responsible, in particular in terms of civil rights, the miners´s statutes and regulations, labour rights, penal and public law. He shall be liable for all claims arising from the disregard of regulations thus keeping the client free from such claims.

2. The applicable safety regulations of Koller Workover und Drilling GmbH shall apply that may be submitted to the client for reference in a text format upon written request.

3. The contractor shall neither replace nor remove equipment without the consent of the client.

4. With the order the contractor shall be obliged to submit operating instructions, manuals, instructions, reports, plans, drawings, copiable original drawings as revision drawings, acceptance certificates and static calculations as well as official permits.

Art. lV. Sub-contractors

The contractor shall not be entitled to pass the order or parts thereof to third parties/subcontractors and to employ external personnel without written consent of the client except for the indispensable procurement of primary material. The execution by third parties/subcontractors shall not release the contractor from his duty of fulfilling the order and of his obligation of liability and warranty.

Art. V. Waiting time

Waiting times shall be paid only if approved in written by the client.

Art. Vl. Control

The client shall be entitled to conduct controls about the progress of the order and to have changes carried out any time. The contractor is obliged to furnish the adequate particulars and to cooperate.

Art. Vll. Acceptance

1. The client shall be obliged to accept performances that are complete and free of defects.

2. Commissioning of a completed work or of parts thereof by the client does not mean acceptance in the above mentioned sense. Acceptance is therefore done formally using an acceptance certificate.

3. After acceptance of the performance the risk will be developed upon the client.

Art. Vlll. Material and title defects

1. The contractor shall fulfil the order of performance/manufacture in such a way that the contractual item has the quality agreed in the contract and precisely complies with the drawings and specifications. The contractual item shall correspond to the latest state-of-the-art as well as fulfil the legal regulations by the German Federal Republic valid at the time of acceptance. The performance / manufacture shall be performed free from defects of titles. If the contractual item does not fulfil this quality, the client may demand to take measures of remedy (removal of material and/or title defects, new production) within a reasonable period of time. If the contractor should not take measures of remedy within the given period of time or if he should not perform them within a further period of time given by the client, the client may remove the defects (material defects, defects of title) either on his own or have them remedied by a third party. The further setting of a time limit is particularly superfluous if the client should seriously and finally deny the measures of remedy or if there are special circumstances that would justify immediate measures of remedy or the new production considering the mutual interest.

2. Should legal provisions oblige the contractor to accept responsibility for damage also the cost for detecting defects, faults or damages and their cause shall be borne by the contractor as well as all costs arising for the client in this connection due to dismantling, transportation, examination, repair and installation. In addition, the legal provisions in the event of material defect and defect of title in accordance with the Civil Law Code (BGB), particularly those concerning the sale of goods and the contract for services law as well as the commitment of warranty assured by the contractor shall apply.

Art. lX. Limitation

The limitation period for damage compensation shall start at the date of the acceptance of the perfect state of the performance. The limitation period for damage compensation amounts to three (3) years, with structures including the production of single parts installed five (5) years, unless no extended legal provision or longer periods have been agreed in written. For individual parts delivered within the scope of remedy a new warranty period shall start for each part. As for the rest the regulation of the BGB shall apply.

Art. X. Settlement

Each order shall be settled immediately, with due care and verifiable. Invoices shall include the order number and all special information stated in the order. Both, the total net amount and VAT shall be reported separately. The regulations of the current Value Added Tax Act (UStG) shall apply.

Art. Xl. Payment

1. Payment shall be settled upon due performance, receipt of the invoice and verification of the invoice. Unless not agreed otherwise the following period of payment shall apply:

30 days net.

2. Instalment payment shall be made if agreed upon. In this event the client may demand a surety or other guarantees by the contractor.

3. Instalments and pre-payments made shall settle thus not being subject to retrospective price adjustment clauses agreed upon.

4. Settlement of the final invoice can be done after the acceptance of the perfect condition of the performance and the complete presentation of the contractually agreed documentation.

5. The assignment of claims resulting from orders by the client shall be subject to the agreement by the client to become legally effective.

Art. Xll. Liability

The contractor shall be liable for all goods and damages the client, his personnel or the environment may be inflicted according to the legal provisions. He shall keep the client indemnified from damage claims by third parties he or his subcontractors have caused.

Art. Xlll. Insurance

The client is obliged to cover and maintain indemnity insurance at his cost for personal, material damage and for financial losses with reasonable limits of indemnity covering all liability risks arising from the order. Coverage shall also include those who are entrusted by the contractor with the fulfilment of the order.

Art. XlV. Cancellation/withdrawal from contract

1. The client may withdraw from contract until the performance has been completed.

2. Deviating from § 649 par. 2 BGB the following provisions shall apply in the event of a cancellation by the client before the conclusion of the work:

- In the event of the client being responsible for the cancellation, the part of the performance already executed shall be paid. Moreover, the contractor shall be adequately paid for those expenditures verifiably arisen from the part of the performances not executed so far.

- In the event of the contractor being responsible for the cancellation, the client may abandon the further execution and claim damage due to non-compliance or, as far as the work executed so far is of interest for the client, he can demand delivery and execute the part of the performance not finished either on his own or by third parties on the cost and risk of the contractor. For work already done as far as assumed by the client, the contractor shall receive adequate payment less the possibly additional costs incurred for the conclusion of the performance works.

- Reasons for the cancellation the contractor is responsible for will be his suspension of payment, his application to open insolvency proceedings, a severe violation with regard to quality, deadlines agreed upon, occupational safety regulations, environmental regulations.

Art. XV. Documents

Plans, documents, designs, drawings, models etc. submitted to the contractor for the execution of the order shall remain the property of the client and shall be completely returned in an organized form after the conclusion of the order including all copies.

Art. XVl. Copyright

In the event of using copyright belonging to third parties, the contractor shall purchase the required licenses on his own cost and release the client from all obligations that may arise from the violation of the copyright. In the event of the own copyright of the contractor being involved he shall grant the client the right together with the execution of the order to the unrestricted and free use of this copyright. If the contractor should make inventions during the execution of the order, the client shall be entitled to the unrestricted and free use of these inventions.

Art. XVll. Non-disclosure

The contractor is obliged not to disclose any information about the facilities, business processes, procedures and operating principles of his client against third parties he takes possession of during his activity for his client. This obligation shall also maintain after the conclusion of the contractual relations.

Art. XVlll. Force majeure

In the event of force majeure the deadlines for the conclusion of the performance shall be mutually postponed. In particular these are natural disasters, war, sabotage, organised industrial disputes, but not wild strikes, and the discard of parts important for keeping the deadline. In the event of cases of force majeure these shall be announced not later than four (4) days after the appearance of such. The contractor shall be obliged, however, to take all precautions and measures to enable the keeping of the original deadline or to shorten the delay.

Art. XlX. Place of fulfilment

For the performance and payment the place of fulfilment agreed shall be Celle.

Art. XX. Place of jurisdiction and choice of law

The court of jurisdiction shall be the court in Celle. The legal and administrative provisions of the Federal Republic of Germany shall apply. The provisions of the International Sales of Goods Law do not apply for the orders to be concluded according to these General Conditions of Purchase.

General terms and conditions for the delivery of material

Art. l. Quotation

1. Quotations the contractor was requested by the client to submit shall be made free and legally binding unless otherwise agreed by the parties in writing.

2. By submitting the quotation the bidder acknowledges these conditions and all further conditions of the inquiry unconditionally.

3. The bidder shall be obliged to inform himself about and to consider all of the local circumstances, the entire conditions, the influences and existing regulations prior to submitting the quotation.

4. Quotations shall be given at net prices excluding value added tax.

Art. ll. Order

1. Orders, general agreements, requests and alterations to the order are considered a binding agreement.

2. Demands relating to non-binding orders, requests or alterations to orders are generally not admitted.

Art. lll. Delivery

1. Goods shall be delivered free to the point of use including unloading, packing and, if necessary clearance.

2. Each consignment shall be accompanied by a delivery note. Delivery notes (dispatch notes) shall contain all order data such as the order number, statements on the type, amount, quantity and weight of the delivered goods. The client reserves the right to reject deliveries without the adequate delivery note.

3. By accepting the delivery the risk shall be passed over to the client.

Art. lV. Marking of the material

For identification purposes it is principally required to mark all delivered parts at the point of use. Marking shall be weatherproof, clearly visible using sufficiently large letters.

Art. V. Control

Art. Vl. Acceptance

1. The contractor is obliged to accept deliveries of a perfect and complete condition.

2. After the acceptance the risk shall be borne by the client.

Art. Vll. Material and title defects

1. The contractor shall fulfil the order for the delivery in such a way that the contractual item has the quality agreed in the contract and precisely complies with the drawings and specifications. The contractual item shall correspond to the latest state-of-the-art as well as fulfil the legal regulations by the German Federal Republic valid at the time of acceptance. The delivery shall be performed free from defects of titles. If the contractual item does not fulfil this quality, the client may demand to take measures of remedy (removal of material and/or title defects, new delivery or new production) within a period of time determined by him. In the event that the purchase is a trade business for both parties, the client shall examine the item within a period of at least two weeks after the delivery unless law does not state a longer period and if a defect has been detected he shall immediately inform the contractor.

2. In the event of warranty the costs for the detection of defects, faults or damages and their cause as well as those costs arising from dismantling, transportation, examination, repair and installation the contractor shall assume the costs incurred.

3. In addition, the legal provisions in the event of material defect and defect of title in accordance with the Civil Law Code (BGB), particularly those concerning the sale of goods and the contract for services law as well as the commitment of warranty assured by the contractor shall apply.

Art. Vlll. Limitation period

The limitation period for damage compensation shall start at the date of the acceptance of the perfect state of the delivery/acceptance. The limitation period for damage compensation amounts to three (3) years, with structures including the production of single parts installed five (5) years, unless no extended longer warranty period has been agreed in written. For individual parts delivered within the scope of remedy a new warranty period shall start for each part. As for the rest the regulations of the BGB shall apply.

Art. lX. Settlement

Each order shall be settled immediately with due care and shall be verifiable. Invoices shall include the order number and all special information stated in the order. Both, the total net amount and VAT shall be reported separately. The regulations of the current Value Added Tax Act (UStG) shall apply.

Art. X. Payment

1. Payment shall be settled upon due delivery, receipt of the invoice and verification of the invoice. Unless not agreed otherwise the following period of payment shall apply:

30 days net.

2. Instalment payment shall be made if agreed upon. In this event the client may demand a surety or other guarantees by the contractor.

3. Instalments and pre-payments made shall settle thus not being subject to retrospective price adjustment clauses agreed upon.

4. Settlement of the final invoice can be done after the complete presentation of the contractually agreed documentation.

5. The assignment of claims resulting from orders by the client shall be subject to the agreement by the client to become legally effective.

Art. Xl. Cancellation/withdrawal from contract

1. The client may withdraw from contract any time until the delivery has been completed.

2. Deviating from § 649 par. 2 BGB the following provisions shall apply in the event of a cancellation by the client before the conclusion of the work:

- In the event of the client being responsible for the cancellation, the part of the delivery already made shall be paid. Moreover, the contractor shall be adequately paid for those expenditures verifiably arisen from the part of the delivery not made so far.

- In the event of the contractor being responsible for the cancellation, the client may abandon the further execution and claim damage due to non-compliance or, as far as the work executed so far is of interest for the client, he can demand delivery and execute the part of the performance not finished either on his own or by third parties on the cost and risk of the contractor. For work already done as far as accepted by the client, the contractor shall receive adequate payment less the possible additional costs the client will be incurred for the conclusion of the performance works.

Art. Xll. Force majeure

In the event of force majeure the deadlines for the conclusion of the delivery shall be mutually postponed. In particular these are natural disasters, war, sabotage, organised industrial disputes, but not wild strikes, and the discard of parts important for keeping the deadline. In the event of cases of force majeure these shall be announced not later than four (4) days after the appearance of such. The contractor shall be obliged, however, to take all precautions and measures to enable the keeping of the original deadline or to shorten the delay.

Art. Xlll. Place of fulfilment

For deliveries and performance the place of fulfilment agreed shall be the place of payment Celle.

Art. XlV. Place of jurisdiction and choice of law

The court of jurisdiction shall be the court in Celle. The legal and administrative provisions of the Federal Republic of Germany shall apply. The provisions of the International Sales of Goods Law do not apply for the material deliveries to be made according to these General Conditions of Purchase.

General terms and conditions of rental and delivery agreement

Art. l. General -Scope

1. The following terms apply for the rental of devices and equipment of the KOLLER Workover und Drilling GmbH. In the event that special conditions have been agreed on a contractual basis, the following General Terms shall be subordinate and supplementary in nature.

2. No conditions by the client deviating from this shall apply.

3. Verbal side agreements and changes need the written confirmation of the lesser to be effective.

4. The client shall be responsible for the consequences resulting from orders placed orally or by phone.

5. The quotations given by the lesser shall be without obligation unless not otherwise agreed between client and lesser.

Art. lI Scope of and delivery of the rental object, transfer of risk

1. The lesser shall provide the rental object fit for use for collection. No warranty on the performance and efficiency of the devices and the equipment will be given. The technological and economic success of the rental object is not owed under the contract.

2. Place of fulfillment of the provision of the rental object shall be the company grounds of the lesser in Nienhagen, a location of the Koller GmbH. The rented object shall be collected from the company grounds of the lesser at the cost and risk of the client and be returned to the first after the expiration of the rental period as agreed upon.

3. In the event of delivery of the rental object to another location agreed upon by the lesser the drivers of the transport act as the performing agents of the client. The transport shall be performed on the cost and risk by the client.

4. The client shall be free to inspect the rental object before the transportation / collection.

5. At takeover the client shall confirm (delivery note and other) the perfect state of the rental object taken over and the scope of the accessories.

Art. IIl Liability

1. The client shall be held responsible for damage or loss of the rental object during the rental period even though this cannot be ascribed to his or his employees` carelessness. In the event of a loss of the rental object and also in the event of an irreparable damage to the rental object the client shall indemnify the lesser by paying the sum corresponding to the replacement costs. Repairs becoming necessary during the rental period or technical changes shall be performed at the cost of the client The performance of such measures shall require the prior written consent of the lesser. The client will be held liable for the expert execution of the stated measures.

2. The lesser shall not be liable for losses or damages incurred on the client due to or in connection with the use of the rental object. The client will assume liability keeping the lesser indemnified against claims and demands of third parties due to material and personal damage resulting from or in connection with the use or the possession of the rental object during the rental period.

3. The lesser shall not be liable for consequential damages, the loss of market shares, profits, interruption of operation or delay.

4. As far as permitted by law the lesser herewith excludes all legal warranties and liabilities in connection with the rental, inspection or consultation as far as the provisions explicitly made in this contract are exceeded.

Art. lV Rental charge and conditions of payment

1. The rental charge for the devices and equipment shall be calculated on the basis of calendar days, weeks or months. The total rental charge including the additional costs incurred (D5 -D7) shall be determined by the specific quotation of the lesser upon request of the client, which will become an integral part of the contract.

2. All prices shall be payable plus value added tax (VAT).

3. The rental charge shall be stated in EURO.

4. Billing shall be performed at the end of each month at the latest and payment shall be due 14 days net upon receipt of the invoice without deduction.

5. All waiting, loading and unloading times as well as possible periods for the instruction of the devices shall be borne by the client.

6. Costs of installation and dismantling as well as costs for the supply of a crane shall also be borne by the client.

7. The costs for material used (fixing material, fuels, wearing and spare parts and similar) shall be charged in addition and shall be borne by the client.

8. The client is not permitted to transfer the rental object or part thereof, to give it against pawn, to lend it against security, to debit it, to abandon possession of it or to merchandize it either way.

9. In the event of the rental object failing, the client shall be entitled to the respective reduction of the rental charge as far as the interruption of the use has been immediately reported to the lesser and the client is not responsible for the causes for the failure.

10. In the event of the client not paying the agreed rental charge, the lesser shall be entitled to cancel the rental contract and to demand the surrender of his property.

Art. V. Start and end of the rental period, returning of the rental object

1. The rental period starts at the contractually agreed day of the provision of the rental item.

2. The day of collection and return of the rental object on the company grounds of the lesser shall be considered one rental day each. Regulations deviating from this shall be agreed in writing.

3. The rental period may be prolonged. To this end, a written notice and the written confirmation of the lesser is required. The prolongation of the rental period may be dependent on the payment of the rental charge for the recent rental period.

4. The client shall be obliged to give prior notice of the return of the rental object. The return shall be considered taken place if all parts required for the start of operation and the accessories have been submitted to the lesser on his company grounds.

5. After the return of the rental object the devices shall be maintained on the cost of the client if the maintenance costs are not included in the rental charge.

Art. Vl. Maintenance obligation of the lesser

1. The client is obliged:

a) to use skilled personnel for the conclusion of the rented object,

b) to protect the rental object against excessive stress of any kind,

c) to care for the appropriate and skilled maintenance of the rented object and to keep it in working condition during the period of rental. The lesser shall be mandated by the client for the necessary inspection at regular intervals; the costs shall be borne by the client.

d) to have the necessary repairs immediately carried out in an appropriate and skilled manner using genuine spare parts or equivalent on his cost, unless the client and his auxiliary personnel can prove to have treated the object with reasonable care,

e) return the rental object in a proper, cleaned, operational and complete state. The acceptance of the rented object shall be done with the reservation of a complete examination of the proper state unless this has already been confirmed with the return.

2. The lesser shall be entitled to adjust a damage. To this end he shall inform the client offering him the opportunity to immediately perform an inspection. In the event that the client waives his right to do so, the lesser shall be entitled to adjust the damage and to charge the respective costs on the client. The client shall prove that the damage was not caused by him.

3. f the lesser suffers a further, proven damage, this, too shall be recompensed. In the event that a repair of the rental object is not possible, the lesser shall be obliged to pay the replacement price. The period for the enforcement of defects amounts to two (2) months after the return of the rented object.

4. The lesser is entitled to demand information on the location and the type of use of the rental object from the client any time.

5. The client shall be obliged to take precautions against the rental object being accessed by unauthorized third parties.

Art. VlI. Loss or damage of the rental object

1. The client shall inform the lesser immediately about the loss or damage of the rental objects of any reason. In the event of theft or vandalism a charge shall be filed with the police.

2. In the event of the loss of the rented object the client shall be obliged to compensate the damage adequately. The obligation for compensation of the damage shall also be valid if the scope of the damage is equal to an economic total loss. This is also valid if the loss has been caused by an act of nature. The lesser may demand monetary compensation with the amount of the compensation being calculated according to the purchasing cost for an equivalent object.

3. Until the receipt of a complete compensation a rental charge shall be agreed between the contract partners.

KOLLER Workover und Drilling GmbH, Bruchkampweg 5, D-29227 Celle

August 2010

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