PATCH ENERGY INC.

PATCH ENERGY INC.

November 7, 2003

Xxxxxxxxx International Corporation
Suite 0000, Xxxx Xxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
V6C 2X8

Dear Sirs:

Re: NAFTOGAZ

This letter will serve to confirm that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Patch Energy Inc. ("Patch") has agreed to negotiate in good faith with Xxxxxxxxx International Corporation ("Xxxxxxxxx") for the purposes of giving Xxxxxxxxx the opportunity to participate in any ventures to which Patch may become a party arising out of Patch's relationship with NAFTOGAZ, the Ukranian State oil company.

Yours truly,

PATCH ENERGY INC.

/s/ Xxxxx Xxxxxxx

Per: _____________________
Xxxxx Xxxxxxx