CONTRACT OF EMPLOYMENT

THIS AGREEMENT is made on the (D/M/Y)

BETWEEN Taknia Libya Engineering Company, a company registered under

the laws of LIBYA (`the Company’) (1) and Mr. **************************, Home
Address (*************************************************************)
(the Employee’) (2).

WHEREBY IT IS AGREED as follows: -

1. Definitions

In this agreement except where the contract otherwise requires the following
expressions shall have the meanings respectively assigned to them, viz:-

`Affiliate’ means any company partnership or other entity, which

directly or indirectly controls, is controlled by or is
under common control of the Company

`the Appointment’ the Employee’s employment pursuant Clause 2 hereof

`the Board’ the directors from time to time of the Company or any
duly authorised representative of the directors

`the Commencement
date’ means the date of commencing work.

`Confidential
Information’ means all unpatented designs, drawings, data,
specifications, manufacturing processes, testing
procedures and all other technical business and similar
information relating to the Project (as herein defined)
including all readable or computer or other machine
readable data, logic, logic diagrams, flow charts,
orthographic representations, coding sheets, coding,
source or object codes, listings, test data, test routines,
diagnostic programmes or other material relating to or
comprising software which is part of the Project

`Control’ means the legal power to direct or cause the direction

of the general management and policies of the party in
question
`Copyright Works’ means any item of Confidential Information in which
copyright subsists
`the Delivery
Address’ the address provided by the Employee for purpose of
service of any notice hereunder by the Company

`Documents’ means all records documents papers any other

materials originated by or on behalf of the Employee
pursuant to this Agreement

`Confirmation Letter’ means the confirmation letter made to the employee

containing details of salary and special conditions and
forms an integral part of this contract

`Invention’ means any invention or discovery conceived or

originated or made by the Employee during the course
of or in any way whatsoever related to the performance
of the Employees duties and obligations hereunder

`the Living
Allowance’ means such part of the total salary payable hereunder
pursuant to Clause 4 in respect of costs of living
accommodation food and other similar expenses

`the Project’ means the job specification set out in the Confirmation
Letter

`the Site` means the place of work specified by the Company

2. Appointment and Duration

2.1 The Company shall employ the Employee and the Employee
shall serve the Company as appointed on and subject to the
terms and conditions specified herein.

2.2 The Appointment shall commence on the Commencement

Date and shall continue thereafter until termination of this
Agreement pursuant to Clause 7 below.

3. Employee’s Duties

3.1 During the continuance of the Appointment the Employee shall

well and faithfully serve the Company and perform and
discharge such duties in connection with the business of the
company as the Board may from time to time reasonably
request in connection with the Project and shall obey and carry
out the reasonable directions of the Board.
 3.2 The Employee shall be required to provide the majority of his
duties and obligations at the Site and at such other locations
as the Board shall from time to time direct.

3.3 Throughout the Appointment the Employee shall (unless

prevented by injury or ill health) devote all his time, attention
and abilities during each day of each calendar month as
required by the Project.

3.4 Should the Employee become incapacitated by illness or

otherwise for a period of 2 calendar weeks in any period of 12
months from performing his duties hereunder the Company
shall have the power forthwith to terminate the Appointment in
accordance with Clause 7 below.

4. Remuneration

4.1 During the continuance of the Appointment the Company shall

pay to the Employee a salary expressed as a daily rate for
each day worked at the Site and a Living Allowance (if
applicable), at the rate specified in the Confirmation Letter and
the Daily Rate Calculation sheet.

4.2 Payment for any days that are due to travel delays beyond the
control of the employee, or to sickness and injury as specified
in clause 6.1, shall be paid at the Reduced Daily Rate,
specified in the Daily Rate Calculation Sheet.

For travel delays beyond the control of the employee, the

following applies:

- Visa Delays – limited to 7 days maximum per rotation.

- Flight Delays / Exit Re-entry Delays / Desert Pass
Delays – no limitation.
- The first three days travelling may not be claimed as
Delay Days.

4.3 All payments shall be made by the Company by a bankers

transfer to the account of the Employee at a bank to be
nominated in writing by the Employee.

5. Expenses

5.1 The Company shall reimburse the Employee all reasonable

travelling hotel and other out of pocket expenses properly
incurred by the Employee for the purpose of performing his
duties hereunder PROVIDED THAT such expenses are
incurred by the Employee with the prior consent of the
 Company and further PROVIDED THAT fully annotated
receipts for such expenses or other evidence thereof as is
required by the Board is produced to a duly authorised
representative of the Company within 30 days of its
incurrence and FURTHER PROVIDED such expenses are not
incurred in respect of any items included in the Living
Allowance.

6. Sickness or Injury and Special Leave

6.1 If the Employee shall be prevented by illness accident or other

incapacity from properly performing his duties hereunder the
Company shall continue to pay his salary at the Reduced Daily
Rate detailed in the Daily Rate Calculation Sheet until he has
been so incapacitated for a period or periods aggregating 14
paid sick days in any calendar year provided that such illness
accident or other incapacity occurs while the Employee is
performing his duties on the jobsite under the Agreement. This
benefit shall only come into effect after the Employee has
completed 3 months’ probationary period, and shall not be
applicable if the Employee is in a Leave.

6.2 Special Leave. In the event of the death of, or a verified

serious illness to an employee’s immediate family or similar:

6.2.1 The Employee may be entitled to special leave for a

period of up to 5 calendar days at management
discretion and the employee shall be granted a return
air ticket and remain on the payroll at the Reduced
Daily Rate.

6.2.2 The reason for absence must be verified by a doctor’s

certificate or alternatively, some other form of
acceptable verification.

6.2.3 Should the period of leave identified in 6.2.1 above

extend beyond 5 calendar days then all days in excess
of 5 calendar days will be unpaid leave.

6.2.4 The Employee may only claim a total of 5 calendar

days paid special leave in any 1 calendar year. Any
further requirement for special leave during the same
calendar year must be taken as unpaid leave, with the
Employee paying the full cost of travel.

6.2.5 If the Employee should elect not to return to his position

then he will receive payment only up to the time he left
the work site for special leave.
7. Termination

7.1 If the Employee shall:-

(a) behave in such a manner as the Company considers

detrimental to the best interests of the Company or any
customer of the Company, or

(b) become unable properly to perform his duties

hereunder by reason of ill-health, accident or otherwise
for a period or periods aggregating 2 calendar weeks in
any period of 12 calendar months; or

(c) fail or neglect to discharge his duties hereunder or be

guilty of any breach or non observance of any of the
provisions of this Agreement on his part to be
performed or observed, or

(d) be guilty of misconduct calculated or likely to affect

prejudicially the interests of the Company or any
customer of the Company, or

(e) become subject to the bankruptcy laws of jurisdiction in

any Country where the Employee performs his duties
and obligations hereunder, or

(f) be convicted of any criminal offence pursuant to the law

of any land (excluding minor motoring offences) or
breaches of any local or national law or custom of any
land in which the Employee performs his duties and
obligations hereunder, or

(g) be insubordinate to any personnel of the Company or

any customer of the Company or use alcohol or
controlled substances or fail to maintain adequate
standards of work performance or cause damage to
any property of the Company or customer of the
Company, the Company may in such cases by written
notice to the Employee forthwith terminate the
Agreement but any such termination shall be without
prejudice to any rights of the Company. Any delay or
forbearance by the Company in exercising any such
right of termination shall not constitute a waiver of such
right.
 7.2 The Agreement will terminate automatically on completion of
the Project but PROVIDED THAT the Company shall have the
right to terminate this Agreement forthwith by written notice to
the Employee if for any reason the Company’s involvement in
the Project is reduced or terminated and the Employee’s
services are no longer required or the Employee is for any
reason not acceptable to any customer of the Company and
the Company is requested by any such customer to remove
the Employee from the Project and the Site.

7.3 Upon termination the Employee will receive salary for work
performed up to the date of termination.

7.4 Termination of this Agreement pursuant to any provision

contained in this Agreement shall be without prejudice to any
provision intended to operate thereafter and all such provisions
shall remain in force and effect.

7.5 Without prejudice to Article 7.2, termination of this Agreement

may be only by one month written notice from the Employee or
the Company. The first 3 months of employment shall be
treated as a probationary period of work. Should the
Employee wish to terminate the contract before the
probationary period expires, the cost of return travel for
mobilisation/demobilisation from point of origin to/from Libya
will be to the Employee’s account.

8. Restrictions

8.1 The Employee shall during the continuance and after the
termination of the Appointment observe strict secrecy as to the
affairs dealings and concerns of the Company and shall not
except as authorised or required by the Company at any time
during the Appointment or after the termination or expiration
thereof divulge communicate or make know to any person firm
or company whomsoever or whatsoever or use for the benefit
of himself or of anyone other than the Company any trade
secret or manufacturing process or any knowledge of any
information concerning the organisation business dealings or
affairs of the Company or any transaction of or with any
customers or clients of the Company which may acquire as
aforesaid in any matter which may injure or cause loss whether
directly or indirectly to the Company or use his personal
knowledge of or influence over any customers clients or
contractors of the Company so as to take advantage of their
trade or businesses connections or utilise information
confidentially obtained by him.
8.2 In consideration of the Appointment hereunder by the
Company and the terms of this Agreement the Employee
agrees that he will not either on his own account or for any
other person, firm or company either during the Appointment,
or

8.2.1 For a period of one year thereafter solicit or endeavour

to entice away, employ or accept services from or enter
into any partnership or association whether directly or
indirectly with any person who is or was an employee
of the Company or any Affiliate with whom he had
contact during the Appointment.

8.2.2 For a period of one year thereafter directly or indirectly

solicit interfere with or endeavour to entice away from
the Company or any Affiliate any third party who to his
knowledge is now or has during the two years
immediately preceding the termination date been a
client customer correspondent agent or employee or in
the habit of dealing with the Company or any Affiliate.

8.2.3 At anytime during the period of one year thereafter do

anything which is prejudicial to the interests of the
Company or any Affiliate or which results or may result
in the discontinuance of any contract or arrangement
of benefit to the Company or any Affiliate which is now
in force or comes into force during the Appointment.

8.3 The Employee will not at any time after the expiration or
termination of the Appointment from whatsoever cause
represent himself as being in any way connected with or
interested in the business of the Company.

8.4 Upon termination of this Agreement:

8.4.1 for whatsoever reason the Employee shall deliver up to

the Company all of the Confidential Information
Copyright Works and Documents and copies thereof in
the possession power custody or control of the
Employee at that time and shall do all such acts and
things and shall execute all such deeds and documents
as the Company’s legal advisers may require to
transfer and assign to the Company the property and
intellectual property in such Confidential Information
Copyright Works and Documents and the Employee
shall not thereafter utilise or exploit the Inventions
Confidential Information Copyright Works or
Documents in any way whatsoever.
 8.4.2 for whatsoever reason the Company shall have the
right to utilise and exploit the Inventions Patent Rights
Confidential Information the Copyright Works and
Documents in any way whatsoever without restriction
and in particular (but without prejudice to the generality
of the foregoing) without payment to the Employee;

8.5 The Employee acknowledges that:-

8.5.1 each sub-clause of this clause 8 constitutes an entirely

separate and independent restriction on him; and

8.5.2 the duration, extent and application of each of the

restrictions are no greater than is necessary for the
protection of the interests of the Company

8.6 Whilst the restrictions referred to in Clause 8.2 and 8.3 above
are regarded by the parties hereto as fair and reasonable
restrictions to be imposed on the Employee, it is hereby
declared that the wording generally in such sub-clauses and
the defined expressions used therein is several and so much
of the same as a court of competent jurisdiction may regard as
unreasonable shall (so far as the same is possible) be deleted.

9. Intellectual Property Rights/Confidentially

9.1 Forthwith following the conception origination or making of an

Invention by the Employee during the continuance of this
Agreement the Employee shall disclose full details of such
Invention to the Company. Further forthwith following the
origination or development of any Confidential Information of
the Employees during the course of provision of or otherwise
related to the performance of the Employees duties and
obligations hereunder the Employee shall disclose and make
available such Confidential Information to the Company.

9.2 The Company shall in its sole discretion be entitled to apply for
Patents Rights in respect of any Invention conceived originated
or made by the Employee and shall be responsible for the
maintenance and renewal of the Patent Rights.

9.3 The Employee agrees to assign to the Company all right title
and interest in and to any Inventions or Confidential
Information made originated or developed during the course of
or otherwise related to the performance of the Employees
duties and obligations hereunder together with any intellectual
property rights arising therefrom and further agrees to assist
 the Company in connection with any application for Patent
Rights and to do all such acts and in connection with any such
assignment or assistance. The Employee hereby irrevocably
appoints the Company and any director employee or other
officer or representative thereof to be its attorney or agent in its
name and on its behalf to do all such acts and things and to
sign all such deeds and documents as may be necessary in
order to give the Company the full benefit of the provisions of
this Agreement and in particular but without limitation of this
clause the Employee agrees that with respect to any third party
a certificate signed by any duly authorised Employee of the
Company that any act or thing or deed or document falls within
the authority hereby conferred shall be conclusive evidence
that this is the case.

9.4 The Employee assigns to the Company by way of future

assignment of copyright the copyright subsisting in the
Copyright Work and in the documents originated by the
Employee for all the classes of act which by virtue of the
relevant Act the owner of such copyright has the exclusive
right to do throughout the world and for the whole period for
which copyright is to subsist.

9.5 The Employee agrees to keep the Confidential Information, the

Documents and all other matters arising or coming to its
attention in connection with the performance of the Employee’s
duties and obligations hereunder secret and confidential and
not at any time for any reason whatsoever to disclose them or
permit them to be disclosed to any third part except as
permitted hereunder to enable the Employee to carry out is
duties and obligations.

9.6 The Employee agrees to treat as secret and confidential and

not at any time for any reason to disclose or permit to be
disclosed to any person or persons or otherwise make use of a
permit to be made use of any information relating to the
Company’s technology technical process business affairs or
finances or any such information relating to any Affiliates,
suppliers, or customers of the Company where knowledge or
details of the information was received during the continuance
of this Agreement.
 9.7 The obligations of confidence referred to in this clause 9 shall
not apply to any Confidential Information Documents or other
information which:

(a) is published or is otherwise in the public domain prior

to the receipt of such Confidential Information or other
information by the Employee;

(b) is or becomes publicly under this clause 9 shall survive

the expiry or the termination of this Agreement for
whatsoever reason.

10. Grievance Procedure

10.1 If the Employee shall have any grievance relating to the

Appointment he shall raise the matter with the Board or any
duly authorised representative of the Board who shall discuss
the matter with him. The decision of the Board in relation to
the grievance or alleged grievance shall be final.

11. Disciplinary Procedure

If any question of discipline arises with regard to the Employee’s

employment with the Company it shall be dealt with in accordance
with the disciplinary procedure applicable to the Employee details of
which are set out in Schedule 1 hereto.

12. General

12.1 The Company shall be entitled without the prior written consent
of the Employee to assign transfer or in any manner make over
the benefit and/or burden of this Agreement to an Affiliate or to
any joint venture company of which the Company or of its
Affiliates is a beneficial owner of any part of the issued share
capital thereof or to any company with which it may merge or
to any company to which it may transfer its assets and
undertaking providing that such Affiliate or other company
undertakes and agrees in writing obligations to the Company
under the provisions of this Agreement being assigned
transferred or otherwise made over.

12.2 Without prejudice to clause 12.1 hereto the benefit of each and
every of the covenants and agreements given by and to
Employee in clause 8 and 9 hereof shall be deemed to be
independent separate and severable and shall enforceable
accordingly and may be assigned in whole or in part to and
enforced by all successors or assigns for the time being
 carrying on the business of the Company and such other
agreements and covenants shall be continuing obligations and
shall operate and remain binding notwithstanding the
expiration or the termination from whatsoever cause of the
Appointment or the liquidation of the Company or that such
termination may be held to be illegal or improper.

12.3 If the Employee’s employment hereunder shall be terminated

by reason of the liquidation of the Company for the purposes of
reconstruction or amalgamation and the Employee shall be
offered employment with any concern or undertaking resulting
from such reconstruction or amalgamation on terms and
conditions less favourable than the terms of this Agreement
the Employee shall have no rights against the Company in
respect of the termination of the Appointment.

12.4 Any notice given under this Agreement shall be in writing and
shall be deemed well served if and when addressed to the
Company it be left at its registered office or be sent by pre-paid
registered post addressed to the Company at its registered
office or if when addressed to the Employee it be served
personally or by courier (whether or not by a duly authorised
representative of the Company) or sent by pre-paid post
addressed to him at the Delivery Address and in the case of
service by post the date of service shall be the date following
the date of posting.

12.5 This Agreement is in substitution of all previous contracts of

employment between the Company and the Employees and
any such contract shall be deemed to have been terminated by
mutual consent as from the date hereof but without prejudice
to the rights liabilities and obligation (if any) of either party
accrued or accruing prior to the date hereof.
13. Governing Law

This Agreement shall for all purposes be governed by and be

constructed in accordance with the laws of LIBYA and the parties
hereto submit themselves to the jurisdiction of the laws of LIBYA.

IN WITNESS where the parties have executed this Agreement the day
and year first above written.

SIGNED by:

Operations Dept. Manager

_______________________________

SIGNED by the Employee: _______________________________

(In the presence of) _______________________________

 SCHEDULE ONE

DISCIPLINARY PROCEDURE APPLICABLE TO THE EMPLOYEE

1. If any question of discipline arises with regard to the Employee’s employment

with the Company it shall be raised with the Employee by the Board.

2. Any notice of dismissal or warning that the failure to remedy a breach of the
term of this Agreement or the repetition of any conduct that might lead to
dismissal shall be made in writing to the Employee.

3. The list below sets our circumstances which may lead to summary dismissal:-

(a) If the Company shall have reasonable cause to believe that the
Employee has committed a criminal offence.

(b) If the Employee be guilty of misconduct materially prejudicing the

interests of the Company or having received notice of a breach of any
of the terms of this Agreement fails to remedy such breach or shall
omit fail or refuse to obey any reasonable directions of the Board.

(c) If the Employee fails to perform his duties and obligations under this
Agreement to the reasonable satisfaction of the Board having been
previously warned that failure to improve the performance of his said
duties might result in dismissal.

(d) If the Employee shall become bankrupt or apply for a receiving order
made against him or take the benefit of any Statute for the time being
in force for the relief of insolvent debtors or make any composition
with the bankruptcy laws of any Country.