Sample Business Contracts

China-Dagang Oilfield-Kongnan Block Petroleum Contract [Amendment] - China National Petroleum Corp. and Pan-China Resources Ltd.

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                             MODIFICATION AGREEMENT
                         KONGNAN BLOCK, DAGANG OILFIELD,
                         THE PEOPLE'S REPUBLIC OF CHINA

WHEREAS, China National Petroleum Corporation (hereinafter referred to as
"CNPC") and Pan-China Resources LTD. (hereinafter referred to as "Pan-China")
entered into the Petroleum Development Contract for Kongnan Block, Dagang
Oilfield, the People's Republic of China (hereinafter referred to as "Petroleum
Contract") in Beijing on September 8, 1997;

WHEREAS, Petroleum Contract was approved by the Ministry of Foreign Trade and
Economic Cooperation of the People's Republic of China on November 13,1997;

WHEREAS, Pan-China assigned its 20% interest in the Petroleum Contract to Nippon
Oil Exploration Limited (hereinafter referred to as "Nippon") on June 11, 1999
under terms of a Modification Agreement, following execution by Nippon and
Pan-China of a Farmout and Joint Operating Agreement covering Block operations
on April 8, 1999;

WHEREAS, under Article 3.4 of the aforesaid Farmout Agreement, Nippon has
decided not to continue in the development of the Kongnan Block, and therefore
would like to transfer back to Pan-China its 20% interest in the Petroleum

WHEREAS, Pan-China and Nippon signed a Deed of Assignment with respect to the
Petroleum Contract on September 21, 2001. According to such Deed of Assignment,
Nippon assigns to Pan-China, and Pan-China accepts and assumes from Nippon all
of Nippon's interest in the rights, benefits, liabilities and obligations in and
under the Petroleum Contract. For the detailed terms and conditions of such
assignment, see Annex - Deed of Assignment hereto;

WHEREAS, CNPC agrees that Nippon assigns all of its interest in and under the
Petroleum Contract to Pan-China.

NOW, THEREFORE, CNPC and Pan-China mutually agree on the modifications to the
Petroleum Contract as follows:

1.   To replace the second paragraph of the preamble referring to the formation
     of the Foreign Contractor with the following:

"Pan-China Resources LTD., a company organized and existing under the laws of
the British Virgin Islands, having its registered office domiciled at 19th
floor, 101-6th Avenue S.W., Calgary, Alberta, Canada (hereinafter referred to as
"Foreign Contractor") as the other



party. "

2.   To change the address of the Contractor in Article 30.2 to:

     "Address of the representatives of the companies comprising the Contractor

          Pan-China Resources Limited
          Address:  19th Floor
                    101-6th Avenue S.W.
                    Calgary, Alberta
          Tel:      l-403-263-8088
          Fax:      l-403-263-8086
          For the attention of Gerald G. Moench"

3.   To modify Article 30.5 as follows:

"Companies comprising the Contractor have the following percentages of
participating interests as of the effective date of the assignment:

     (1)  Pan-China Resources LTD.: one hundred Percent (100%);"

This Modification Agreement shall be written in both Chinese and English, and
both versions shall have equal force and effect.

This Modification Agreement, as a supplementary document, shall be an integral
part of the Petroleum Contract.

The Modification Agreement and the assignment shall be effective upon the
approval of this Modification Agreement by the Ministry of Foreign Trade and
Economic Cooperation of the People's Republic of China.

CNPC and Pan-China shall have the rights and perform their obligations in
accordance with the Petroleum Contract and this Modification Agreement thereto
as of the effective date of assignment.

IN WITNESS WHEREOF, this Agreement is signed on October 24, 2001 by the
authorized representatives of each Party hereto.



By: /s/ Zeng Xingqiu
    Mr. Zeng Xingqiu
    For and on Behalf of
    China National Petroleum Corporation

By: /s/ Patrick Chua
    Mr. Patrick Chua
    For and on Behalf of
    Pan-China Resources LTD.

Annex: Deed of Assignment