THIS TEAMING AGREEMENT (the “Agreement”) is made this 2ndday of April, 2014

BETWEEN

BROOKS & KNIGHTS INTERNATIONAL LIMITED, a company incorporated under the laws of the Federal Republic of Nigeria, having its registered office at No, 1 Ahoada street, Rumuibekwe Port Harcourt, Rivers State, Nigeria represented by Mr. Adeleke Fayose (hereinafter referred to as “B&K”) of the first part,

AND

QUAD KNIGHTS NIGERIA LIMITED NIGERIA LIMITED, a company incorporated under the laws of the Federal Republic of Nigeria, having its registered office at Plot 154, Trans-Amadi Industrial Layout, Port Harcourt, Rivers State, Nigeria represented by Dr. DEINMA ALAMINA, Managing Director (hereinafter referred to as “QUAD KNIGHTS”) on the second part;

Whereas:

(A) Quad knights and B&K (the “Consortium”)now wish to collaborate to bid for projects and where the Consortium’s bid is accepted and Project is awarded, to jointly participate in implementing the Project.

(B) Whilst Parties recognize that Quad knights has the necessary influence/contacts to facilitate the award of this project (and any other project with OIL & GAS INDUSTRY) to the Consortium, the Parties have agreed to leverage on B&K’s assets and vast experience in providing drilling and drilling support services in the Nigerian Oil and Gas Industry and accordingly intend to use Quad knights’s name, (or where applicable B&K’ name in association with Quad knights Nigeria limited) for the purpose of submitting bid(s)to Companies in the OIL & GAS INDUSTRY.

(C) The Parties now desire to define their respective rights and obligations during the submission of the bid and subsequent implementation of the Project, where same is awarded in the manner set out below.

THE PARTIES HEREBY AGREE THE FOLLOWING: 1. Scope of Agreement

This Agreement sets out the responsibilities and the relationship between the Parties in respect of the Bid and the implementation of any of the Projects so awarded.

2. Relationship between the Parties

The relationship between the Parties shall be solely that of independent contractors, but with Quad knights performing supervisory role. Nothing in this Agreement shall be deemed to constitute, create or give effect to or otherwise be recognized as a joint venture or partnership of any kind; and the rights and obligations of the Parties shall be limited to those expressly stated in this Agreement. Save as contemplated herein, nothing contained in this Agreement shall be construed as authorizing any party to act as an agent or representative of the others.

3. Preparation and Submission of the Bid

3.1 Parties agree that they shall collaborate to submit a bid(s) to companies in connection with any Projects, provided that the bid shall be submitted in the name of Quad knights, (or where necessary B&K’s name in Association with Quad knights Nigeria limited. To this end, Parties shall make available requisite documents as may be necessary and actively participate in the preparation of bids and negotiation of the contract, if required.

3.2 Notwithstanding recital (C) above, neither party shall have the authority to singly commit the consortium in contract changes with companies in relation with any project(s) i.e. acting alone to the exclusion of the others.

4. Award of the Project

Upon the award of any of the Projects, Parties shall carry out the duties assigned to them as set out below and such other duties as may be specifically agreed between them.

4.1 Quad knights shall:

4.1.1 Assume the role of primarily supervising, managing and coordinating the Project, and be responsible for the day to day running of same.

4.1.2 Provide necessary engineering and technical requirement as may be required for the successful implementation of the Project

4.1.3 Provide all necessary equipment including but not limited to 2000 hp Land Drilling rig (or any other Land Drilling Rig it considers appropriate in the circumstance, IN AGREEMENT/CONSENT WITH THE OTHER PARTIES) plus accessories and personnel, as well as office and engineering related equipment as may be necessary for the implementation of the Project.

4.1.4 Provide necessary engineering personnel needed for the successful running of the project, except as may be delegated to the parties.

4.1.5 Provide the requisite funding for start-up and continued operations of the Project(s), provided that it shall recoup funds plus cost expended in this regard from any sum received from companies in the OIL & GAS INDUSTRY in connection with any of the Projects.

4.1.6 Do all that is necessary for the successful implementation of the Project and to comply with the terms of the agreement to be executed with the companies in the OIL & GAS INDUSTRY in connection with any Project.

4.2 B&K shall:

4.2.1

Participate in the management of the Project/S as may be delegated to each Party, subject to Quad knight’s supervisory role.

4.2.2 Provide all necessary support as may be required for the submission of a bid and successful implementation of the Project.

4.2.3 Nominate such professionals (with relevant experience) as may be necessary for the successful implementation of the project subject to Quad knight’s actual appointment of such nominees.

4.2.4 Do all that is necessary for the successful implementation of the Project and to comply with the Terms of the agreement to be executed with companies in the OIL & GAS INDUSTRY in connection with any Project.

4.3 Parties agree that they shall all collaborate in ensuring the successful implementation of the projects and no member of the team will be side-lined throughout the duration of this Agreement

5. Costs& Remuneration

5.1 Parties agree that each of them bear their respective initial cost up till contract award however any expense made directly in connection with this contract shall be recouped from contract proceeds, whilst profit will be shared according to the agreed formula. Provided that Parties shall be entitled to recoup all reasonable cost from the contract sum received from companies in the OIL & GAS INDUSTRY.

5.2 No Party shall have any claim whatsoever against the other Party arising from the failure to secure the Project.

5.3 Nothing in this Agreement will be construed as providing for the sharing of profits or losses arising out of the efforts of any Party with the other Party. However, subject to the Projects listed in Schedule 1 with their respective profit sharing formula, the Parties agree that:

(—(1) Quad knights will be entitled to 70% of the net profit from the Project after deduction of costs and applicable taxes whilst B&K will be entitled to 30%.

(2) The 1000hp Workover Rig contract where Quad knights Nigeria limited provides the rig; Quad knights Nigeria limited shall be entitled to 60% of the Net profit after cost and Taxes, while B&K shall retain 40%

5.4 Non-Circumvention

5.5 Parties hereby undertake and agree to act in utmost good faith at all times, and not to, in any manner whatsoever, circumvent, thwart or otherwise undermine one another’s efforts in connection with the Project, and or frustrate the performance or completion of any Project entered into in pursuance of this Agreement and or instigate, incite or assist in thwarting or circumventing or avoiding the intendment and understanding hereby recorded.

6. Confidentiality

7.1. The Parties hereto recognize that information disclosed to one another during the preparation of the bid and negotiation of a contract with companies in the OIL & GAS INDUSTRY will contain and incorporate information which is confidential to the respective Parties (whether marked 'confidential' or which may reasonably be supposed to be confidential). The parties hereby agree to treat such information as secret and confidential and agree to use same strictly for the purpose for which it is disclosed and not for any other purpose without the prior written consent of the owner thereof.

7.2. The confidentiality obligations under this clause shall not extend to information which, through no wrongful act of the recipient:-

(a) is already in the recipient’s possession prior to disclosure by the discloser and is not subject to any restrictions on use or disclosure and the recipient can demonstrate this from its written records;

(b) is independently developed (but only where this is without reference to the discloser’s confidential information);

(c) Is lawfully obtained from a third party under no restriction on use or disclosure and the recipient is not aware that the third party is breaching any obligation of confidentiality relating to the information disclosed;

(d) Becomes publicly known without a breach of this Agreement; or

(e) Is required to be disclosed by law or by any other competent regulatory authority. Provided that the recipient shall immediately notify the discloser of any request by a competent regulatory authority that the information be disclosed and shall exercise all reasonable endeavors to co-operate with the discloser in its effort to protect its interest in relation to the disclosure of the Information

7.3. Parties agree that this Agreement and all matters pertaining to it shall remain confidential, and no publicity shall be issued by any Party concerning the existence of this Agreement or its terms and conditions without the prior written consent of the other Parties.

7.4. No Party shall issue any press releases or sales documentation about, or otherwise seek publicity in respect of this Agreement without the prior written approval of the others, such approval not to be unreasonably refused or delayed.

7.5. No Party shall make use for publicity purposes or otherwise, any name or any trade name or trade mark, of the other Party or any information obtained under or in connection with this Agreement from the other Party without the prior written consent of that other Party, such consent not to be unreasonably withheld.

7. Indemnity and Limitation of Liability

7.1 Parties to this Agreement shall hold the other Parties harmless for any loss suffered by them which arises out of any action or inaction constituting negligence or misconduct in breach of this Agreement. Provided that any action or inaction in good faith or in the best interests of the Consortium shall not qualify for indemnification under this heading.

7.2 Subject to the provisions of this clause, each Party’s liability to other Parties for any and all claims, losses, damages or expenses from any cause whatsoever shall be limited to the direct damages proven Provided that this limitation of liability shall not apply to any liability in respect of clause 7 hereof.

7.3 Notwithstanding the provisions of clause 8.1 and 8.2, no Party shall be liable (even if that Party was advised in advance of the possibility of such loss or damage) to the other Party or to any third party, (whether in contract, tort, under statute or otherwise, including in each case negligence) for any of the following types of loss or damage arising under or in relation to this Agreement or the events contemplated by this Agreement:

(i) any loss of profit, business, data, anticipated savings or revenue or any loss or damage to goodwill or reputation (in each case whether direct or indirect);

(ii) Any indirect losses or damage whatsoever;

(iii) Any incidental or consequential loss or damage whatsoever; or

(iv) Any punitive or exemplary damages,

7.4 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by court to be unreasonable or inapplicable, the other parts will continue to apply.

8. Force Majeure No Party shall be liable for any delays or failures in performance in whole or in part, if such delay or non-performance is due to any cause beyond its reasonable control, including but not limited to delays caused by the other Parties’ failure to perform or delay in performing their obligations under this Agreement, third party delay or non-performance, Act of God, epidemics, war, insurrection, riot, civil disturbance, rebellion, government regulations, embargoes, explosions, fires, floods, tempest, strikes, lock-outs, labour disputes.

9. Dispute Resolution

In the event of any disagreement which may arise pursuant to this Agreement, Parties undertake to use their best endeavour to amicably resolve any dispute or misunderstanding that may arise in connection with this Agreement. Where Parties are unable to resolve any dispute, such dispute shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, Cap. A18, Laws of the Federation of Nigeria, 2004. The arbitral tribunal will comprise of Two(2)arbitrators one appointed by B & K, another appointed by Quad knights and the two (2) arbitrators shall jointly appoint the third arbitrator; and where Quad knights and SMP, or the two(2) arbitrators are unable to agree on their respective appointments parties will apply to the President of the Chartered Institute of Arbitration, UK (Nigerian Branch), who will then appoint a sole arbitrator. The place of arbitration will be Port Harcourt, Rivers State and the language of Arbitration shall be English.

10. Termination of Agreement

10.1 The obligations of the Parties shall be deemed to have come into effect on the date of execution as written above (the “Effective Date”) and shall continue in force for the duration of the Project or until terminated by the occurrence of any of the following events:

10.1.1 The award of the Project to a third party or cancellation of the Project by the company or

10.1.2 The agreement of Parties in writing to terminate this Agreement, The Terminating Party shall give a 60days notice to the other parties of its intention to terminate;

10.1.3 a Party is in breach of any provisions of this Agreement and fails to remedy such breach within 30 days of receipt of written notice from another Party requiring such remedy; or

10.1.4 The occurrence of actual administration, bankruptcy or Insolvency.

10.1.5 Upon the termination of this Agreement each Party shall

Destroy or return to the other Party all materials or information (along with all copies thereof) belonging to or supplied by the requesting Party pursuant to this Agreement (save a copy of the Agreement itself).

11.3 The termination of this Agreement shall be without prejudice to the rights and remedies which shall have accrued to the Parties prior to the date of such termination.

11.3 The termination of this Agreement shall not prevent the Consortium from completing the Project as contained herein. Provided that any dispute arising from the continued execution of the Project after termination shall be settled in accordance with clause 10 of this Agreement.

12 Entire Agreements

This Agreement contains the whole agreement between the Parties and supersedes all previous written or oral agreements relating to its subject matter.

13 Transfers of Rights and Obligations

No Party shall transfer any of its rights obligations under this Agreement, without the written consent of the other Parties, such consent not to be unreasonably withheld.

14 Notices

Notices given under this Agreement must be in writing and marked for the attention of the relevant representatives of the Parties as stated above and may be delivered by hand or by courier, or sent by fax or first class post to the addresses stated above or other addressed communicated to by the relevant Parties.

15 Severability and Survival

15.1 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect as if this Agreement had been executed with the invalid, illegal or unenforceable

provisions eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purposes of this Agreement, the Parties shall immediately commence good faith negotiations to remedy such invalidity. 15.2 The obligations under Clauses 7 (Confidentiality), 8 (Limitation of Liability), and 16 (Resource) shall survive termination of this Agreement.

16 Resources

16.1 The staff allocated by each of the Parties to the fulfillment of its obligations under this Agreement and in respect of implementing the Project, shall be suitably qualified, trained and experienced for their intended responsibilities.

16.2 Except as the a Party expressly authorizes in writing in advance, no Party shall solicit, offer work to, employ, or contract with, whether as a partner, employee or independent contractor, directly or indirectly, any of the other Parties’ employees with whom that Party comes into direct contact in the performance of this Agreement or the Project or during the six (6) months thereafter.

17. Governing Law

This Agreement (save for dispute resolution provided for in clause 10 above) shall be governed and construed in accordance with the laws of the England.

SCHEDULE 1

1. Provision of services relating to provision of Slickline Services to the OIL & GAS INDUSTRY: the formula for sharing net profit shall be 70:30 in favour of B&K and Quad knights respectively

2. Provision of services relating to the1000 Horse Power rig from Gabon to OIL & GAS INDUSTRY: the formula for sharing net profit shall be 0:40:20 in favour of B&K, Quad knights, respectively ;) Page 11 of 12

3. Provision of services relating to the down hole tools and operations to OIL & GAS INDUSTRY: the formula for sharing net profit shall be40:40:20 in favour of B&K, Quad knights, and SMP respectively

4. Provision of services relating to tubular rental to OIL & GAS INDUSTRY: the formula for sharing net profit shall be 70:30 in favour of B&K and Quad knights respectively

5. Provision of services relating to well intervention to OIL & GAS INDUSTRY: the formula for sharing net profit shall be 40:40:20 in favour of B&K, Quad knights respectively.

IN WITNESS WHEREOF, Parties have each caused this Agreement to be signed and delivered by their duly authorised representatives the day and year first above written.

For and on behalf of BROOKS AND KNIGHT INTERNATION LIMITED ____________________ Adeleke Fayose (Chief Executive Office)

Date: 2nd of April 2014

Attested By

Name: Dondo Ahire

Signature:

Date: 2nd of April 2014

For and on behalf of QUAD KNIGHTS NIGERIA LIMITED NIGERIA LIMITED

____________________

Dr. DEINMA ALAMINA (Managing Director)

Date: 2nd of April 2014

Attested By

Name: Paul Ormolua

Signature:

Date: 2nd of April 2014