December 20, 1999
Dr. Hany Elsharkawi
315 Woodglen Place SW
Calgary, Alberta T2W 4G4
Dear Dr. Elsharkawi:
RE: CONTRACT FOR FOREIGN ASSIGNMENT
As discussed, Centurion Energy International Inc. ("Centurion") hereby offers to
engage your services as the President and General Manager of our wholly owned
subsidiary, Centurion Petroleum Corporation ("CPC") which has its head office
in Cairo Egypt with the following responsibilities and subject to the following
terms and conditions:
1. DESCRIPTION OF THE SERVICES: You will relocate to Cairo and perform the
following services in a conscientious, diligent and timely manner to meet
or exceed the objectives set by Centurion.
1.1 Management of the technical, financial and business operations of CPC in
Egypt.
1.2 Determination and fulfillment of staffing requirements for CPC.
1.3 Preparation and presentation of status reports to Centurion and CPC's Board
of Directors.
1.4 Identification and appraisal of new business opportunities in Egypt and
North Africa
1.5 Provide advice and assistance with regards to Centurion's other projects as
required. The services will be performed to the standards of the
international petroleum industry in Egypt in a manner consistent with best
interest of Centurion.
2. EFFECTIVE DATE: January 1st, 2000.
3. DURATION OF THE CONTRACT: This contract will commence on January 1st, 2000
and will continue for a period of three years to expire on December 31st,
2002 unless renewed by the parties on mutually agreeable terms.
4. COMPENSATION: Centurion will cause CPC to pay you a monthly salary of
US$12,500 (twelve thousand five hundred United States dollars). The monthly
salary is subject to increase upon review by Centurion no later than
January 1st of each year.
5. BENEFITS: Centurion will cover the costs of the following
5.1 Fully furnished accommodation including utilities.
5.2 A Company vehicle including operating costs.
5.3 Education of your resident dependent children.
5.4 Medical, and dental for you and members of your resident dependents, and
life insurance for you.
6. TAXES: Centurion will cause CPC to pay on your behalf all Egyptian taxes on
your salary and benefits. You will be responsible for any other taxes.
<PAGE>
7. VACATION: Each year you will be entitled to a 30 calendar days annual leave
with paid return airfare for you and your resident dependents from Cairo to
Calgary. You will be also entitled to a 7 Calendar days R&R leave with paid
return airfare for you and your resident dependents from Cairo to London,
England.
8. RELOCATION AND REPATRIATION: Centurion will cover the following associated
costs
8.1. Travel from Calgary to Cairo for you and your resident dependents upon
initial relocation and travel from Cairo to Calgary upon final
repatriation.
8.2 Shipment of personal effects of up to 400 Kgs upon relocation and 800 Kgs
upon repatriation.
8.3 Storage of household effects while on foreign assignment.
8.4. Real estate fees in the event you elect to sell your residence in Calgary
or management fees if you elect to rent it while on foreign assignment.
9. EARLY TERMINATION OF CONTRACT: Centurion will pay you your salary for the
remainder of the original contract term in the event this contract is
terminated prior to the original expiry date, due to one of the following
reasons;
9.1 A third party takes over Centurion and elects not to honor the contract.
9.2 A merger between Centurion and a third party and the merging company elects
not to honor the contract.
10. TRANSFER OF THIS CONTRACT: After two years from the start date of this
contract, if Centurion offers you a transfer of assignment back in Calgary,
this contract will be null and void and your original contract based out of
Calgary will be in effect notwithstanding Article 9 of this contract.
If you agree with the foregoing, you can accept the offer by signing this letter
where indicated and returning it to me, in which case this letter will form a
binding contract for foreign assignment between you and Centurion
Yours truly,
CENTURION ENERGY INTERNATIONAL INC.
Said S. Arrata
President and CEO
I, Dr. Hany Elsharkawi hereby accept this offer.
---------------------------------
Dr. Hany Elsharkawi
-2-
<PAGE>
