PERFORMANCE GUARANTEE FORMAT¹

    Date:

    To:

    Dear Sirs,

    PERFORMANCE GUARANTEE FOR CONTRACT NO:

    TITLE:

    ________(Company Name)

    That in consideration of (hereinafter referred to as NPOG) entering into a contract for the Construction, Commissioning and Handover of Field Surface Facilities.(CONTRACT) dated________ day-of________ ________with________ hereinafter referred to as CONTRACTOR² (S)'We, ________a company incorporated under the laws of ________with a principal business address at________(hereinafter referred to as GUARANTOR) do hereby enter into the following undertakings³ with NPOG:

    (a) Guarantee full and complete performance of all obligations of CONTRACTOR(s) under the said CONTRACT and all change orders thereunder and amendments⁴ thereof which may subsequently be duly executed by CONTRACTOR(s).

    (b) Should CONTRACTOR in any respect fail to perform the said obligations contained in the said CONTRACT or commits any breach⁵ thereof, we as GUARANTOR shall ourselves perform or take whatever steps as may be necessary to achieve performance of the obligations thereof, in accordance with terms of the said CONTRACT and the GUARANTOR shall assume any loss, damages, costs and expenses arising from the said failure or breach for which CONTRACTOR(s) may be made available thereunder;

    MUGLAD BASIN OIL DEVELOPMENT PROJEDT

    ELELD SURFACE FACILITIES (FSF)

    CONTRACT NO: NPOG/30/98-163

    (c) we the GUARANTOR shall not be discharged or released from our undertakings hereunder by any waiver or forbearance by NPOG whether as to payment, time, performance, or otherwise.

    (d) In the event and for the duration that the GUARANTOR assumes the obligations of CONTRACTOR under the said CONTRACT above, the GUARANTOR shall be entitled to all of the rights and benefits to which CONTRACTOR is entitled under CONTRACT.

    (e) For the purpose of this Guarantee and the said CONTRACT, the CONTRACTOR does hereby agree to submit to the exclusive jurisdiction⁶ of the British Courts.

    (f) This Guarantee shall inure⁷ to the benefit of NPOG and its successors and assigns, and shall be binding⁸ upon the GUARANTOR and its successors and assigns.

    (g) This guarantee shall be effective as of the________ day of ____________199_____.

    IN WITNESS WHEREOF, THE GUARANTOR has caused this Guarantee to be duly executed by its authorized⁹ representative on this ____________day of ____________199____________.

    For and on behalf:

    ____________

    (Company)

    signature: ____________

    name:

    designation:

    WITNESS

    Signature: ____________

    Name: ____________

    Designation: ____________

    Date: ____________