21st December 2006

Exhibit 10.12

Xxxxxxx Investment Management Limited
00 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
Telephone: x00 (0)00 0000 0000
Facsimile: x00 (0)00 0000 0000
e-mail: xxxxxxx@xxxxxxxxxxxx.xxx

21^st December 2006

Xxxxxxx Energy International Limited
c/o International Management Services Limited
Harbour Center, 0^xx Xxxxx
Xxxxx Xxxxxx Xxxxxx
P.O. Box 61 GT
George Town, Grand Cayman
Cayman Islands

Attention: The Directors

Dear Sirs,

Management Services Agreement, Reimbursable Expenses

With reference to Section 5.02 of the Management Services Agreement (the “Agreement”) dated 19^th October 2006, between yourselves and ourselves, please find attached our invoice for Management Services (as defined in the Agreement) for the period 20^th May 2006 to 19^th May 2007. The attached invoice shall serve as the invoice covering the period referred to above and is in lieu of the process set out at Section 5.03 and confirms the intention between the parties that the effective date from which such Management Services became payable was 20^th May 2006.

Yours faithfully,

Xxxxxxx Investment Management Limited.

Registered in England and Wales
No 3344281
Registered Xxxxxx
00 Xxxxxxxxxxx, Xxxxxx XX0X 0XX
Authorized and regulated by the Financial Service Authority