AGENCY AGREEMENT  between Karachaganak Petroleum Operating B.V. and Agip Karachaganak B.V. BG International Limited Texaco International Petroleum Company Open Joint Stock Company "Oil Company "LUKOIL" Ministry of Energy and Mineral Resources of the Republic of Kazakhstan

KARACHAGANAK AGENCY AGREEMENT 

This Agreement is made in Almaty this 29 day of March 2001 

BETWEEN: 

(1) Agip Karachaganak B.V. ("Agip"); 

(2) BG International Limited ("BG"); 

(3) Texaco International Petroleum Company ("Texaco"); 

(4) Open Joint Stock Company "Oil Company "LUKOIL" ("LUKOIL") Agip, BG, Texaco and LUKOIL are collectively referred to as the "Contractor"; 

(5) Ministry of Energy and Mineral Resources of the Republic of Kazakhstan (the "Ministry") 

Contractor and the Ministry are collectively referred to as the "Principal"; and 

(6) Karachaganak Petroleum Operating B.V. (hereinafter "Agent") 

Principal and Agent are hereinafter sometimes individually referred to as a "Party" and collectively as the "Parties". 

WHEREAS: 

(A) Agip, BG, Texaco, LUKOIL and the Ministry are parties to that certain Final Production Sharing Agreement (the "FPSA") dated 18 November 1997 with the Government of the Republic of Kazakhstan (the "Republic") providing for the conduct of petroleum operations in the Karachaganak Field (the "Field"); and 

(B) The FPSA provides that the Republic and the Contractor shall, in certain circumstances, jointly market all petroleum substances produced from the Field; and 

(C) the FPSA provides that the Contractor shall, in certain circumstances, be responsible for implementing approved transactions for the sale of all petroleum substances produced from the Field. 

Unless the context requires otherwise, all capitalised terms in this Agreement shall have the meaning ascribed to them in the FPSA. 

IT IS HEREBY AGREED: 

1. Appointment of Agent and Scope of Agency