0001144204-07-056788 Sample Contracts

DEED OF GUARANTEE
Tekoil & Gas Corp • October 29th, 2007 • Oil & gas field services, nec • England and Wales

Neither the Guarantor’s liability under this deed nor the rights, powers and remedies conferred upon the Beneficiary by this Deed or by law shall be released, impaired or discharged by any matter or thing which might operate to affect or prejudice such rights, powers and remedies including without limitation:

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DEED OF GUARANTEE
Deed of Guarantee • October 29th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • England and Wales

Neither the Guarantor’s liability under this deed nor the rights, powers and remedies conferred upon the Beneficiary by this Deed or by law shall be released, impaired or discharged by any matter or thing which might operate to affect or prejudice such rights, powers and remedies including without limitation:

DEED OF GUARANTEE
Tekoil & Gas Corp • October 29th, 2007 • Oil & gas field services, nec • England and Wales

Neither the Guarantor’s liability under this deed nor the rights, powers and remedies conferred upon the Beneficiary by this Deed or by law shall be released, impaired or discharged by any matter or thing which might operate to affect or prejudice such rights, powers and remedies including without limitation:

AMENDMENT NO. 3 AND WAIVER
3 and Waiver • October 29th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York

This Amendment No. 3 and Waiver (this "Agreement") dated as of October 24, 2007 (the "Effective Date"), is by and among Tekoil and Gas Gulf Coast, LLC, a Delaware limited liability company (the "Company"), Tekoil & Gas Corporation, a Delaware corporation, as guarantor (the "Guarantor"), the lenders party to the Credit Agreement described below ("Lenders"), J. Aron & Company, as Lead Arranger and as Syndication Agent (in such capacities, "Syndication Agent"), and J. Aron & Company, as Administrative Agent for such Lenders (together with its permitted successors in such capacity, the "Administrative Agent") and as counterparty to the Company under the ISDA Agreement referred to below (in such capacity, "Lender Counterparty").

CONSULTING AGREEMENT
Consulting Agreement • October 29th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Florida

THIS CONSULTING AGREEMENT (“Agreement”) is entered into 24 October 2007, by and between Tekoil & Gas Corporation, a Delaware Corporation (the “Company”) and Portland Worldwide Investments Limited, a company established under the laws of the British Virgin Islands (hereinafter the “Consultant”).

THIS LOAN AGREEMENT is dated 24 October 2007 BY AND BETWEEN:
Loan Agreement • October 29th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • England and Wales

Business Day means any day other than a Saturday, a Sunday, or a day on which banking institutions are generally closed for business in the British Virgin Islands, Austria, or the United States of America.

LIMITED GUARANTY
Limited Guaranty • October 29th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York

This LIMITED GUARANTY, dated as of October 24, 2007 (this "Guaranty"), is made by MARK S. WESTERN ("Guarantor"), in favor of J. ARON & COMPANY, as administrative agent ("Administrative Agent") for the benefit of the Beneficiaries (as defined in the Credit Agreement referred to below).

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