ENI AOG LIMITED

Amended and restated stock pledge and security agreement

Created on 31 Jan 1995

Delivered on 08 Feb 1995

Status fully-satisfied

Persons Entitled

National Westminster Bank PLC

Amount Secured

All monies due or to become due from the company and the borrowers (as defined therein) to the chargee as facility agent for the banks (as defined in the "facility agreement" dated 16 february 1993) under the terms of the said "facility agreement", the guarantee contained therein and under the terms of this agreement

Short Particulars

All dividends, stock dividends etc that the company is entitled to receive on all of the company's shares of common capital stock of bbe including those 1,000 shares represented by cert no 2 and those 115 represented by cert no 4. see the mortgage charge document for full details.

Transactions

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Insurances assignment

Created on 16 Feb 1993

Delivered on 26 Feb 1993

Status fully-satisfied

Persons Entitled

National Westminster Bank PLC

Amount Secured

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee under the terms of the finance documents and/or under such other deeds or documents as defined

Short Particulars

All the companys assigned assets.

Transactions

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Stock pledge and security agreement

Created on 16 Feb 1993

Delivered on 26 Feb 1993

Status fully-satisfied

Persons Entitled

National Westminster Bank PLC

Amount Secured

All monies due from the company and the borrowers (as defined) to national westminster bank PLC as facility agent for the banks (as defined in a facilityagreement dated 16/02/93) under or pursuant to the facility agreement the gurantee contained within the facility agreement and this stock pledge and security agreement

Short Particulars

All stock dividends securities and revenues in relation to share of common capital stock of british borneo exploratoion inc.

Transactions

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First floating charge

Created on 16 Feb 1993

Delivered on 24 Feb 1993

Status fully-satisfied

Persons Entitled

National Westminster Bank PLC

Amount Secured

All monies due or to become due from brupex holdings limited to the chargee under a facility letter dated 16/02/93 and a guarantee dated 16/02/93

Short Particulars

First floating charge over (a) all stocks shares,bonds,receipts or other property and/or the proceeds of sale thereof ("the securities") and documents evidencing the chargor's title thereto now or hereafter to be deposited with or trnsferred to messrs cazenove and co or with any nominee of the depositee by the chargor (please refer to form 395 M41 for full details).

Transactions

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