0001140361-06-016702 Sample Contracts

A BINDING FARM-OUT AGREEMENT EAST WADI ARABA CONCESSION - EGYPT
Farm-Out Agreement • November 17th, 2006 • Mogul Energy International, Inc. • Alberta

This Agreement made the 6th day of August, 2005 between Dover Investments Limited a Corporation organized and existing under the laws of the Province of Ontario, Canada (hereinafter referred to as “Dover”), TransPacific Petroleum Corp., a Corporation organized and existing under the laws of the Province of British Columbia, Canada (hereinafter referred to as "TransPacific") and Mogul Energy Ltd., a Corporation organized and existing under the laws of the Province of British Columbia Canada (hereinafter referred to as “Mogul”) and Ghareeb Awad of the City of Richmond British Columbia, Canada (hereinafter referred to as “Awad”).

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Deed of Assignment Arabic Translation Omitted
Deed of Assignment • November 17th, 2006 • Mogul Energy International, Inc.

This Deed of Assignment is made and entered into on this day of ,2006 , by and between "Dover Investments Limited, a corporation organized and existing under the laws of Canada hereinafter referred to as ("Dover”), as ASSIGNOR, and TransPacific Petroleum Corp., a corporation organized and existing under the laws of Canada, hereinafter referred to as (“TransPacific”), and Mogul Energy International, Inc. a corporation organized and existing under the laws of the United States of America, hereinafter referred to as (“Mogul”) and Sea Dragon Energy Inc. a corporation organized and existing under the laws of Canada hereinafter referred to as (“Sea Dragon”) As ASSIGNEES.

FARM-OUT AGREEMENT
Farm-Out Agreement • November 17th, 2006 • Mogul Energy International, Inc. • New York

THIS AGREEMENT is dated as of September 29th, 2005 by and between Mogul Energy Ltd., a corporation organized and existing under the laws of the Province of British Columbia Canada (“Mogul”) and Mogul Energy International, Inc., a corporation organized and existing under the laws of the state of Delaware, USA (“MEI”).

MOGUL ENERGY INTERNATIONAL, INC. SEATTLE, WASHINGTON 98101 Telephone: (206) 357-4220 Facsimile: (206) 357-4211
Registration Rights Agreement • November 17th, 2006 • Mogul Energy International, Inc. • New York

Reference is hereby to the Subscription Agreement between you (the “Holder”) and Mogul Energy International, Inc. (the “Company”) dated for reference (the “Subscription Agreement”). Since the Company has agreed to register the shares of certain of its stockholders, it has also agreed to register for resale the [----] purchased by the Holder pursuant to the Subscription Agreement, all on the terms and conditions set forth herein.

ASSIGNMENT AGREEMENT
Assignment Agreement • November 17th, 2006 • Mogul Energy International, Inc.

THIS AGREEMENT is dated as of December 9, 2005 by and between Mogul Energy Ltd., a corporation organized and existing under the laws of the Province of British Columbia Canada (“Mogul”) and TransPacific Petroleum Corp., a corporation organized and existing under the laws of the Province of British Columbia, Canada (“TransPacific”).

A BINDING JOINT VENTURE AGREEMENT-EGYPT
Joint Venture Agreement • November 17th, 2006 • Mogul Energy International, Inc.

This Agreement made the 7th day of August, 2005 between: TransPacific Petroleum Corp., a Corporation organized and existing under the laws of the Province of British Columbia - Canada (hereinafter referred to as "TransPacific") and Mogul Energy Ltd., a Corporation organized and existing under the laws of the Province of British Columbia - Canada and any Associated Company that might join them at a later date (hereinafter referred to as “Mogul”).

EAST WADI ARABA CONCESSION - GULF OF SUEZ, EGYPT AMENDING AGREEMENT
Amending Agreement • November 17th, 2006 • Mogul Energy International, Inc. • Ontario

This Agreement made as of the 13th day of April, 2006 between DOVER INVESTMENTS LIMITED (“Dover”), TRANSPACIFIC PETROLEUM CORP. (“TransPacific”), MOGUL ENERGY LTD. (“Mogul”), DR. GHAREEB AWAD (“Awad”), MOGUL ENERGY INTERNATIONAL, INC. (“MEII”) and SEA DRAGON ENERGY INC. (“Sea Dragon”).

ASSIGNMENT AGREEMENT-EAST WADI ARABA CONCESSION
Assignment Agreement • November 17th, 2006 • Mogul Energy International, Inc.

THIS AGREEMENT is dated as of December 9, 2005 by and between Mogul Energy Ltd., a corporation organized and existing under the laws of the Province of British Columbia Canada (“Mogul”) and TransPacific Petroleum Corp., a corporation organized and existing under the laws of the Province of British Columbia, Canada (“Transpacific”).

CONCESSION AGREEMENT FOR PETROLEUM EXPLORATION AND EXPLOITATION BETWEEN THE ARAB REPUBLIC OF EGYPT AND THE EGYPTIAN GENERAL PETROLEUM CORPORATION AND DOVER INVESTMENTS LIMITED IN
Concession Agreement for Petroleum Exploration and Exploitation • November 17th, 2006 • Mogul Energy International, Inc.

This Agreement made and entered on this day of , 2001, by and between the ARAB REPUBLIC OF EGYPT (hereinafter referred to variously as "A.R.E." or as the "GOVERNMENT"), the EGYPTIAN GENERAL PETROLEUM CORPORATION, a legal entity created by Law No. 167 of 1958 as amended (hereinafter referred to variously as "EGPC") and Dover Investments Limited , a company organized and existing under the laws of Ontario,Canda (hereinafter referred to variously as "DOVER" or as "CONTRACTOR").

A Binding Agreement
Option Agreement • November 17th, 2006 • Mogul Energy International, Inc. • Alberta

Mogul Energy Ltd. (“Mogul”), a company incorporated and existing under the laws of the Province of British Columbia-Canada and TransPacific Petroleum Corp. (“TransPacific”), a company incorporated and existing under the laws of the Province of British Columbia-Canada, hereby acknowledge and agree to the following:

AMENDMENT TO BINDING FARM-OUT AGREEMENT EAST WADI ARABA CONCESSION - EGYPT
Binding Farm-Out Agreement • November 17th, 2006 • Mogul Energy International, Inc. • Alberta

WHEREAS Dover Investments Limited (“Dover”), TransPacific Petroleum Corp. (“TransPacific”), Mogul Energy Ltd. (“Mogul”) and Ghareeb Awad (“Awad”) entered into a binding farm-out agreement dated as of August 6, 2005 (the “Dover Farm-Out Agreement”);

TRANSPACIFIC PETROLEUM LTD. of Richmond, in the Province of British Columbia (hereinafter called “the Assignor”) and MOGUL ENERGY LTD. of Vancouver, in the Province of British Columbia and MOGUL ENERGY INTERNATIONAL, INC. of Seattle, in the State of...
Assignment Agreement • November 17th, 2006 • Mogul Energy International, Inc.

WHEREAS the Assignor did lease mineral interests in lands as listed on the attached Schedule ‘A’ (Leases), and the Assignor has agreed to assign unto the Assignee a portion of the interests in its right, title, estate and interest in, to and under the said Leases.

FARMOUNT AGREEMENT BY AND BETWEEN MOGUL ENERGY LTD. AND MOGUL ENERGY INTERNATIONAL, INC. DATED NOVEMBER 8, 2005
Farmount Agreement • November 17th, 2006 • Mogul Energy International, Inc. • New York

This Agreement is entered into as of the 8th day of November, 2005 by and between Mogul Energy Ltd., a company existing under the laws of the Province of British Columbia, Canada ( “Mogul Ltd.”) and Mogul Energy International, Inc. a company existing under the laws of the State of Delaware, United States of America ( “MEI”). The companies named above, and their respective successors and assignees (if any), may sometimes individually be referred to as “Party” and collectively as the “Parties”.

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