China-Sichuan-Zitongxi and Zitongdong Blocks Memorandum of Understanding - PetroChina Co. Ltd. and Sunwing Energy Ltd.
MEMORANDUM OF UNDERSTANDING Between PETROCHINA COMPANY LIMITED and SUNWING ENERGY LTD. TO CONDUCT A JOINT FEASIBILITY STUDY OF ZITONGXI AND ZITONGDONG BLOCK Signed in Beijing on Feb. 13, 2001 E-57 <PAGE> 2 MEMORANDUM OF UNDERSTANDING (MOU) Between PETROCHINA COMPANY LIMITED and SUNWING ENERGY LTD. TO CONDUCT A JOINT FEASIBILITY STUDY OF ZITONGXI AND ZITONGDONG BLOCKS FOR THE PURPOSES OF ENTERING INTO PETROLEUM CONTRACTS PetroChina Company Limited (PetroChina) and Sunwing Energy Ltd. (Sunwing) have the intent to conduct a Joint Feasibility Study (JFS) on the Zitongxi and Zitongdong Blocks located in Northwestern Sichuan Province. These blocks are operated by the Southwest Oil and Gasfield Company (SWOG) that is a subsidiary of PetroChina. The purpose of conducting the JFS is to study the natural gas and oil reserve potentials associated with these blocks and if considered feasible, a Petroleum Contract or Contracts would be entered into between PetroChina and Sunwing. The Parties (PetroChina and Sunwing) agree that: 1. The Parties will negotiate for the acquisition of a representative data package for each of the two prospective blocks and adjacent areas. 2. SWOG and Sunwing will provide geological, geophysical and petroleum engineering technical experts as agreed, to form a Review Team, led by a coordinator appointed by Sunwing, to evaluate the data from each block. 3. The Review Team will conduct the JFS, under terms of a Joint Study Agreement (JSA) in Sunwing's Calgary or Bakersfield office and in the SWOG Chengdu office as required. The JSA will be entered into separately. Following the evaluation of the blocks, the Review Team will prepare a report to the management of both companies and if considered feasible, a Petroleum Contract or Contracts would be entered into between the Parties. 4. Both Parties agree that they will make available members of the Review Team in a timely manner following the signing of this MOU or JSA. 5. Both Parties agree that the Review Team should complete the evaluation and prepare the final report within six (6) months following the receipt of the data package(s) and necessary sorting and cataloging of the same. 6. The entire cost of acquiring data, carrying out the JFS and preparation of the final report, including travel and accommodation related business expenses associated with SWOG technical specialists assigned to the Review Team will be borne by Sunwing. 7. Unless otherwise agreed to by the Parties in writing, for a period of nine (9) months from the signing of this MOU, Sunwing will have the exclusive right to negotiate with PetroChina for Petroleum Contracts in these two blocks. E-58 <PAGE> 3 8. This MOU is written and signed in both Chinese and English and they have equal power. The Parties hold a copy each. <TABLE> <S> <C> PETRO CHINA COMPANY LIMITED SUNWING ENERGY LTD. /s/ ZENG XING QIU /s/ ROBERT M. FRIEDLAND ------------------------------------------- ------------------------------------------- Zeng Xing Qiu Robert M. Friedland General Manager, Co-Chairman Foreign Cooperation Administration Department February 13, 2001 February 13, 2001 </TABLE> E-59