Administration Agreement

Joint Venture JV Agreement

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This Joint Venture JV Agreement involves

Environmental Remediation Holding Corporation

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Title: Administration Agreement
Date: 7/31/2009
Industry: Oil Well Services and Equipment Sector: Energy

Ex hibit 10.13

Administration Agreement

The Nigeria - Sao Tome and Principe Joint Development Authority

And

Environmental Remediation Holding Corporation

CONTENTS

CLAUSE		PAGE

1.	DEFINITIONS	3
2.	INTERPRETATION	5
3.	IMPLEMENTATION OF ERHCS RIGHTS	5
4.	REPRESENTATIONS AND WARRANTIES	7
5.	MISCELLANEOUS	8
6.	NOTICES	9
7.	CONFIDENTIALITY	10

Annex A		12
Option Agreement		12

Annex B		38
Exercise Notice		38

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THIS AGREEMENT is made on the 7 th Day of April, 2003

(1)	The Nigeria and Sao Tome and Principe Joint Development Authority established by a treaty done on 21 February 2001 between the Federal Government of Nigeria and the Democratic Republic of Sao Tome e Principe (the " JDA "); and

(2)	Environmental Remediation Holding Corporation a company incorporated in the State of Colorado in the United States of America with a place of business at Suite 1570, 5444 Westheimer, Houston, Texas, USA (“ ERHC ”),

(each a “ Party ”).

WHEREAS;

(A)

In a treaty done on 21 February 2001 (the " Treaty ") the Federal Government of Nigeria (" FGN ") and the Democratic Republic of São Tomé e Prineipé (" DRSTP ") agreed to jointly develop the natural resources of an area of the exclusive economic zones between their respective territories in respect of which their maritime claims overlap (the " JDZ ").

(B)	In the Treaty, FGN and DRSTP agree to cooperate regarding prior dealings with third persons in respect of any part of the JDZ in an equitable manner.

(C)	DRSTP and ERHC entered into an agreement in relation to prior dealings on 21 May 2001 (the " MoA ").

(D)	On 2 April 2003 ERHC and DRSTP agreed to further arrangements in respect of the JDZ and the MoA on the terms of the Option Agreement.

OF)	on 4 April 2003 the IMC approved the entry by the JDA into this agreement with ERHC (the " Agreement ") in order to implement and administer ERHC's rights in respect of the JDZ pursuant to the MoA and the Option Agreement.

THE PARTIES AGREE AS FOLLOWS:

I.	DEFINITIONS

In this Agreement:

"Block" means an area designated as an individual unit for the exploration and/or production of hydrocarbons within the JDZ under the JDZ Regulations;

“ERHC Selections” means the Blocks in respect of which ERHC wishes to exercise its rights pursuant to the Option Agreement to acquire working interests in the JDZ and in respect of which it has so notified the JDA irt writing;

"Exercise Notice" means the notice set out in Annex B.

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"ExxonMobil" means ExxonMobil Corporation or any affiliate or member of the ExxonMobil group or any of their successors or assigns;

"ExxonMobil Agreement" means the agreement between DRSTP and ExxonMobil dated 22 February 2003 pursuant to which ExxonMobil is entitled to acquire certain working interests in the JDZ on a preferential basis;

"ExxonMobil Information Date" means the date on which ExxonMobil first receives information from JDA in order to enable ExxonMobil to exercise its rights pursuant to the ExxonMobil Agreement;

"ExxonMobil Selections" means the Blocks in respect of which ExxonMobil wishes to exercise its rights pursuant to the ExxonMobil Agreement to acquire working interests in the JDZ and in respect of which it has so notified the JDA in writing;

'ExxonMobil Selection Date" means the date on which JDA notifies ERHC in writing of the ExxonMobil Selections;

"Final Information Date" means the date one week after the ExxonMobil Information Date;

"JDZ Regulations" means the Treaty and all laws, regulations, guidelines or similar instruments adopted by JDA pursuant to JDA given to JDA by the Treaty;

"JMC" means the Joint Ministerial Council established pursuant to the Treaty;

"Licensing Round" means any process administered by the JDA in which persons bid and/or apply for and/or are awarded license to explore for and/or exploit the hydrocarbon resources of the JDZ;

"Option Agreement" means the agreement between DRSTP and ERHC dated 2 April 2003 pursuant to which ERHC is entitled to acquire certain working interests in the JDZ on a basis preferential to the Licensing Round;

"PSC" means any production sharing agreement or other grant of rights entered into between a person or persons and JDA to explore for and/or exploit hydrocarbon resources and/or to acquire working interests or similar rights in the JDZ;

"Signature Bonus" means amounts payable by a person to JDA to acquire the right to sign a PSC;

"Successful Bid" means the bid made by a person during a Licensing Round to acquire a PSC in respect of a Block which JDA has accepted;

"Tender Documentation" means the documentation made available relating to a Licensing Round.

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2.	INTERPRETATION

2.1	The headings and paragraphs in this Agreement are for ease of reference only and are to be ignored in construing its substantive provisions.

2.2	Words denoting the singular shall include the plural and vice versa,

2.3	A reference to a Party includes its permitted assignees and/or successors in title and/or any venture or consortium of which it is part.

3.	IMPLEMENTATION OF ERHC’S RIGHTS

3.1	The JDA acknowledges that:

(a)

It is fully aware of the terms and the rights granted to ERHC by DRSTP in respect of the JDZ pursuant, to the Option Agreement attached to this Agreement at Annex A;

(b)

ERHC has subject to certain restrictions on choice set out in the Option Agreement been granted rights by DRSTP under the Option Agreement to;

(i)

nominate a Block and acquire a 15% working interest in that Block;

(ii)

nominate a second Block and acquire a 15% working interest in that Block;

(iii)

nominate a third Block and acquire a 20% working interest in that Block;

(iv)

nominate a fourth Block and acquire a 30% working interest in that Block;

(v)

nominate a fifth Block and acquire a 25% working interest in that Block; and

(vi)

nominate a sixth Block and acquire 20% working interest in that Block;

(c)

Subject to any obligation to purchase an initial 3-D seismic survey as set out in clause 4.4 of the Option Agreement, ERHC will not be subject to any further condition, criteria, restriction or further requirement in order to exercise the rights granted to it pursuant to the Option Agreement and properly and fully acquire any or all of those working interests except the payment of certain Signature Bonuses and applicable taxes, fees and charges as set out in clause 4.3 of the Option Agreement; and

(d)

the arrangements set out in the Option Agreement were approved by the JMC on 4 April 2003,

and the JDA agrees to do all things necessary to enable ERHC to properly exercise and enjoy the rights granted to it pursuant to the Option Agreement, including (but not limited to) observing the provisions of this clause 3.

3.2	Following the acceptance by it of Successful Bids in respect of every Block for which a PSC is to be awarded during a Licensing Round the JDA will, subject to clause 3.9, so notify ERHC in accordance with clause 3.3 and, contemporaneously with such notification, provide

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