DELPHIN MARINE LOGISTICS LIMITED JOINT VENTURE AGREEMENT TRINIDAD AND TOBAGO

A.

Rigdon owns and operates platform supply vessels and crewboats which service the offshore oil industry and has obtained charters for certain of its vessels in Trinidad and Tobago;

B.

MHL is a member of the Home Construction Limited Group of companies (“the HCL Group”) and is involved in marine operations as well as in the oil and gas industry in Trinidad and Tobago;

C.

The HCL Group and Rigdon recognise that there could be long-term benefits and opportunities in Trinidad and Tobago, Guyana and Suriname by the formation of a joint venture to engage in the business of brokering and managing anchor handling tugs, anchor handling towing supply vessels, offshore supply vessels, platform supply vessels, crew boats, multi-purpose vessels and other vessels to be utilised in offshore oil and gas exploration and production activities within the territorial seas and exclusive economic zones of the Republics of Trinidad and Tobago, Guyana and Suriname.

D.

The Company was incorporated by MHL on the 6th day of July, 2007 to be the corporate entity through which MHL and Rigdon would carry on the joint venture and MHL and Rigdon propose that the Company should be used as their joint venture vehicle to engage in the business of brokering and managing vessels as set out above.

E.

MHL and Rigdon have agreed that they will be the sole shareholders of the Company and that they will subscribe for shares in the Company on the terms and subject to the conditions hereinafter contained and have further agreed that their respective rights as shareholders in the Company shall be regulated by the provisions of this Agreement.

F.

MHL and Rigdon have also agreed to the management and operation of the Company being regulated by the Articles and the By-laws of the Company which will be amended in terms of the agreed draft Articles of Amendment and agreed draft Revised By-Laws annexed hereto in Schedule 1 and 2 respectively and the Company has agreed with MHL and Rigdon to comply with all matters herein contained and in the Articles and By-laws to be amended as aforesaid as relate to the Company.

1.

INTERPRETATION

1.1

In this Agreement including the Recitals and the Schedules hereto the following words and expressions shall have the following meanings:

“Accounting Procedure” means the accounting principles and policies as adopted by the Company by resolution of the Directors as a Reserved Matter;

“‘A’ Directors” means the directors (including alternative directors) of the Company from time to time elected by the ‘A’ Shareholder(s);

“Annual Operating Plan” means the Annual Operating Plan described in Clause 7.2 hereof adopted by the Shareholders as a Special Reserved Matter;

“Articles” means the Articles of Incorporation of the Company as amended by the Articles of Amendment in the form annexed in the Schedule 1 hereto and which may be amended from time to time;

“‘A’ Shareholder” means MHL or another Person from time to time registered as the holder of ‘A’ Shares in accordance with this Agreement and the Articles;

“Auditors” means initially PriceWaterhouseCoopers Limited of 11-13 Victoria Avenue, Port of Spain or such other firm of international chartered accountants practising in Trinidad and Tobago as shall be appointed auditors of the Company in accordance with the Articles;

“‘B’ Directors” means the directors (including alternative directors) of the Company from time to time elected by the ‘B’ Shareholder(s);

“Board” means the board of Directors for the time being of the Company or any duly appointed committee thereof;

“‘B’ Shareholder” means Rigdon or another Person from time to time registered as the holder of ‘B’ Shares in accordance with this Agreement and the Articles;

“Business” means the business intended to be carried on by the Company as described in Clause 2.1 and such other business as the Shareholders may resolve by unanimous resolution provide shall be carried on by the Company;

“By-Laws” means the revised By-Laws of the Company to be adopted in the form of the attached hereto in Schedule 2 and which may be amended from time to time;

“Change of Control” when applied to any Shareholder shall be deemed to have occurred if any Person who Controls such Shareholder at the date of execution of this Agreement (or the date such Shareholder becomes bound by the terms of this Agreement, if later) subsequently ceases to Control it or if any Person subsequently acquires Control of it (and for either purpose a Change of Control shall occur upon the death or bankruptcy of a Person who Controls such Shareholder); provided, however, that a Change of Control shall not be deemed to occur in respect of any transfer of the shares in or acquisition of the relevant Shareholder by another member of its Group so that such Shareholder remains a member of its Group;

“Commencement Date” means the date when each of the obligations of the Parties set forth in Sub-Clause 2.6 have been satisfied, but in no event shall the Commencement Date be later than the 31 ^st day of March, 2008 unless such date is extended in writing by the Parties hereto;

“the Companies Act” means the Companies Act Chap. 81:01 of the laws of Trinidad and Tobago as amended or re-enacted from time to time and the regulations made thereunder from time to time;

“Control” means (i) the ownership or control (directly or indirectly through companies or otherwise) of more than fifty percent (50%) of the voting share capital of the relevant undertaking, or (ii) the ability to direct the casting of more than fifty percent (50%) of the votes exercisable at general meetings of the relevant undertaking on all, or substantially all, matters;

“Directors” means both the ‘A’ Directors and the ‘B’ Directors and their alternative Directors, or prior to the issue of Shares, the Directors named in Form 8 filed for the incorporation of the Company or elected by the incorporator of the Company.

“Eligible Transferee”

(i)

a company of which such Shareholder is the sole registered and beneficial shareholder; or

(ii)

any Person who is a parent or holding company of such Shareholder; or

(iii)

a company which is otherwise an Affiliate of such shareholder.

“Equity Proportions” means the respective proportions in which the total issued common shares of the Company are held from time to time by the “A” Shareholder(s) and the “B” Shareholder(s) (initially being, in the case of the “A” Shareholder 51% and, in the case of the “B” Shareholder, 49%);

“Financial Year” means each accounting reference period of the Company ending on the 31 ^st day of March in every year;

“Group” means, in relation to a Shareholder, that company and its parent, holding company, subsidiaries and other Affiliates for the time being;

“Guarantee” means any guarantee, indemnity or other contingent liability (other than any endorsement for collection or deposit in the ordinary course of business), direct or indirect, by a Person with respect to any obligations of another Person, through a contract or otherwise;

“Long Term Business Plan” means the long term business plan for the Company described in Clause 7.1 which the Shareholders have agreed to adopt as a Special Reserved Matter which plan may be amended or restated from time to time pursuant to the unanimous consent of the Shareholders as a Special Reserved Matter;

“Parties” means MHL, Rigdon and the Company (and “Party” shall be construed accordingly);

“Person” means any corporation, partnership, joint venture, firm, organisation, company, trust, entity or natural person.

“Regulatory Action” means any order of a court of competent jurisdiction or any order, decision or conclusive view made, given or expressed by a competent supranational, governmental or regulatory authority or agency or an enactment of a legislative body which would materially prohibit or restrict the investment of MHL or Rigdon in the Company, the payment of dividends, net profits and other sums by the Company to the Shareholders, or the management of the Company and carrying on of the Business as contemplated by the Articles and/or the By-laws.

“Regulatory Approvals” means any necessary approvals required by any competent supranational, governmental or regulatory agencies or authorities;

“Reserved Matters” means the matters so defined in paragraph 5 of the Fifth Schedule of the Articles;

“Shareholder” means an ‘A’ Shareholder or a ‘B’ Shareholder or prior to the issue of Shares, the incorporator of the Company;

“Shareholders” means both the ‘A’ Shareholder(s) and the ‘B’ Shareholder(s) or prior to the issue of Shares, the incorporator of the Company;

“Shares” means the ‘A’ common shares and the ‘B’ common shares of the Company and subject to the provisions of the Articles any shares issued in exchange therefor

by way of conversion or reclassification and any shares representing or deriving from such shares as a result of any increase in or reorganisation or variation of the capital of the Company;

“Special Reserved Matters” means the matters so defined in paragraph 6 of the Fifth Schedule of the Articles;

“Third Party” means any Person who is not a Party to this Agreement;

“Vessel Management Agreement” means the vessel management contract to be made between Rigdon Marine Corporation and the Company in the form annexed as Schedule 3 as the same may be amended by the parties thereto and for the time being in force.

and the expressions “Affiliate”, “Officer”, “Subsidiary” and “Special Resolution” and other expressions shall bear the same meanings as in the Companies Act PROVIDED THAT for the purposes of this Agreement neither the Company nor any Affiliate of the Company shall be regarded as an Affiliate of Rigdon or MHL.

1.2

Unless the context otherwise requires, any reference to a statutory provision shall include such provision as from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to any transactions entered into hereunder.

1.3

References to Recitals, Clauses, Paragraphs and Schedules are to recitals, clauses, paragraphs and schedules of this Agreement.

1.4

Any reference in this Agreement to “dollars” or “$” shall mean Trinidad and Tobago Dollars and any reference to an amount in Trinidad and Tobago Dollars shall include the equivalent amount at the relevant time in any other currency or combination of currencies.

1.5

The headings are for convenience only and shall not affect the interpretation hereof.

1.6

Unless the context otherwise requires, words importing the singular only shall include the plural and vice versa and references to natural persons shall include bodies corporate.

1.7

Where any obligation pursuant to this Agreement is expressed to be undertaken or assumed by any Shareholder, such obligation shall be construed as requiring the Shareholder concerned to exercise all rights and powers of control over the affairs of the Company or any other Person which that Shareholder is able to exercise (whether directly or indirectly) in order to secure performance of that obligation.

1.8

The following Schedules are attached to and incorporated in this Agreement by reference and are deemed to be a part hereof:

Schedule 1                     Articles of Amendment of the Company;

Schedule 2                     By-Laws of the Company

Schedule 3                    Vessel Management Agreement

2.

OBJECTS OF THE COMPANY / CONDITIONS PRECEDENT TO COMMENCEMENT OF BUSINESS

2.1

Business

2.2

No Activity Prior to Commencement Date

The Parties shall procure that, prior to the Commencement Date and save as may be required for the Company to pursue the fulfilment of the conditions in Clause 2.3 , the Company shall not carry on any business and shall have no assets or liabilities of any nature whatsoever.

2.3

Conditions precedent to the Commencement of Business

The obligations of MHL and Rigdon to acquire their respective ‘A’ and ‘B’ Shares, pay the consideration therefor to the Company, for Rigdon to enter into the Vessel Management Agreement with the Company, as well as the commencement of Business by the Company shall all be conditional upon and subject to each of the following conditions having been satisfied (or waived) by Rigdon and MHL:

(c)

there shall be no outstanding Regulatory Approvals required for the commencement of Business by the Company; and

(d)

no material Regulatory Action (or action, proceeding or proposal which if successfully pursued by the Person initiating the same will result in a Regulatory Action) having been taken which has not been revoked, annulled, withdrawn, discontinued, abandoned, repealed or discharged or otherwise ceased to have effect.

(a)

MHL has subscribed and paid for, and the Company has issued to MHL, all 510,000 ‘A’ Shares for the consideration stated in Clauses 3.2 and 3.4 below;

(b)

Rigdon has subscribed and paid for, and the Company has issued to Rigdon, all 490,000 ‘B’ Shares for the consideration stated in Clauses 3.3 and 3.4 below;

(c)

the Company and Rigdon have entered into the Vessel Management Agreement;

(d)

MHL and Rigdon have procured that the Company has allotted and issued all of the 510,000 “A” Shares to MHL and all of the 490,000 “B” Shares to Rigdon, and that the names of MHL and Rigdon are entered in the Register of Members of the Company as the respective holders of such Shares subscribed for and paid in full by them and that Share Certificates have been issued to MHL and Rigdon respectively in respect of such Shares.

(a)

by mutual written consent of MHL and Rigdon;

(b)

by either MHL or Rigdon if the Commencement Date has not occurred prior to March 31, 2008, or such later date as MHL and Rigdon shall agree in writing;

(c)

by either MHL or Rigdon if the other of them shall have failed, or be unable, to comply with any of its obligations under this Agreement;

(d)

by either MHL or Rigdon if there shall have occurred any event, development or circumstance after the date hereof and prior to the Commencement Date which materially and adversely affects the proposed Business, or upon the ability of either MHL or Rigdon or the Company to realise the benefits currently anticipated to result from such Business; or

(e)

by either MHL and Rigdon if prior to the Commencement Date there shall have been a material breach by either of such Parties of any representation or warranty contained in this Agreement and such breach remains uncured for more than twenty (20) days following written notice of such breach by such Party to the other Party.

(a)

MHL and Rigdon shall procure the Company to convene a special meeting to pass a Special Resolution to wind up the Company as a Members’ Voluntary Winding Up and take all necessary steps and procure their Directors to take all necessary steps to wind up and dissolve the Company;

(b)

MHL and Rigdon shall pay all fees, costs, and expenses associated with the incorporation and winding up and subsequent dissolution of the Company which costs shall be shared between MHL and Rigdon in the same proportions as the Equity Proportions; and

(c)

this Agreement shall become void and there shall be no liability or further obligation of either Rigdon, MHL or the Company, except for continuing obligations under Clause 8 (Confidentiality) and the relevant provisions of Clause 15 to enforce such of the above obligations or the obligations which otherwise apply to the Parties hereto and that nothing herein contained shall relieve any Party from any liability for any prior breach of or outstanding obligations under this Agreement.

The registered office and principal place of business of the Company shall be initially located at Level 5 Long Circular Mall, Nos. 51-53 Long Circular Road, St. James in the City of Port-of-Spain in the Island of Trinidad thereafter at such other place selected from time to time by the Directors as a Reserved Matter.

2.10

Commercial Principles

The Business shall be conducted in the best interests of the Company in accordance with the general principles of the Long Term Business Plan as amended from time to time by the Shareholders as a Special Reserved Matter and on sound commercial profit making principles.

3.

Capital and Further Finance

3.1

Initial Capital

All the initial authorised share capital of the Company consisting of 510,000 ‘A’ Shares and 490,000 ‘B’ Shares shall forthwith be subscribed for by MHL as to all the ‘A’ Shares and by Rigdon as to all the ‘B’ Shares as herein provided.

3.2

MHL shall subscribe and pay for and the Company shall issue to MHL, all the 510,000 ‘A’ Shares in consideration of the sum of US $102,000.00paid in cash.

3.3

Rigdon shall subscribe and pay for and the Company shall issue to Rigdon 490,000 ‘B’ Shares in consideration of the sum of US $98,000.00 paid in cash.

3.4

Such cash contributions to be made by the Parties to the capital of the Company shall be made by bank draft payable to the Company or by wire transfer or other mutually acceptable means in US Dollars to the Company’s account with its bankers in Trinidad and Tobago.

3.6

The issued share capital of the Company may from time to time be increased by such sum as shall be determined by the Shareholders as a Special Reserved Matter in accordance with the Articles but so that (unless the Shareholders determine otherwise as a Special Reserved Matter) shares shall only be issued to MHL as the holder of the ‘A’ Shares and to Rigdon as the holder of the ‘B’ Shares in the Equity Proportions.

3.8.

Non-Equity Financing .

3.9

It is the intention of the Parties that the Company should be self-financing and should obtain additional funds from Third Parties without recourse to its Shareholders. Neither Shareholder shall be obliged to contribute further funds or participate for the benefit of the Company in any Guarantee or similar undertaking.

3.10

If the Board considers at any time that further finance is required for the Business, the Board will consider whether or not to approach the Company’s bankers or other financial institutions or, in appropriate circumstances, to seek such further finance from the Shareholders. The Shareholders will not be obliged to provide any such further finance unless both Shareholders agree as to the amount and method by which such finance is to be provided. Unless otherwise agreed, any further contribution of finance to the Company (whether by way of subscription for Shares, stock or debentures or by way of loan or otherwise) shall be made by each of the Shareholders in the Equity Proportions at the same time and on the same terms.

3.11

Neither Shareholder shall be obliged to participate for the benefit of the Company in any Guarantee, bond or financing arrangement with any bank or financial institution, whether as a guarantor or in any other capacity whatsoever. If and to the extent that the Shareholders agree to participate in any such Guarantee, bond or financing arrangement then, unless the Shareholders otherwise agree, any liability or obligation to be assumed by them in relation to any such guarantee, bond or financing arrangement shall be borne in their Equity Proportions. Any such liability or obligation shall, unless otherwise agreed, be several and not joint or joint and several and, in the event that a Shareholder suffers any loss or damage resulting therefrom, that Shareholder shall be entitled to a contribution from the other Shareholder to ensure that the aggregate liability of the Shareholders is borne by MHL and Rigdon in their Equity Proportions.

4.

MANAGEMENT AND STAFF

4.1

Subject to the Articles and to Clauses 4.2 and 4.3 hereof, the Board shall exercise the powers of the Company directly or indirectly through the employees and agents of the Company and shall direct the management of the Business and affairs of the Company.

4.2

Subject to Clause 4.3 hereof, the Board as a Reserved Matter may designate Officers and Managers of the Company and specify their duties and delegate to them powers to manage the Business and affairs of the Company as contemplated in the Companies Act. The Company shall recruit, employ, dismiss and replace such staff as may be considered necessary for the proper conduct of the Business.

4.3

There shall be:

subject to the responsibilities of the Director of Operations, shall include the following:

(b)

a Director of Operations of the Company nominated by Rigdon and appointed by the Board, on the direction of Rigdon, as a Reserved Matter, whose responsibilities, subject to the responsibilities of the General Manager, shall include the following:

5.

DIRECTORS AND MANAGEMENT

5.1

Quorum

The quorum for the transaction of business at any meeting of the Board shall be at least two (2) ‘A’ Directors and at least two (2) ‘B’ Directors present at the time when the relevant business is transacted, except that the quorum for the transaction of business which constitutes a Reserved Matter shall be at least two (2) ‘A’ Directors

and three (3) ‘B’ Directors present at the time when the relevant business is transacted. A Director shall be regarded as present for the purposes of a quorum if represented by an alternative Director in accordance with Clause 5.3 or by telephone participation in accordance with Clause 5.5.

5.2

Notice and Agenda

Unless otherwise agreed, the Parties shall procure that meetings of the Board are convened and held at least twice a year at a location determined by the Board. At least fourteen (14) days’ written notice shall be given to each of the members of the Board of any meeting of the Board, provided always that a shorter period of notice may be given with the written approval of at least one (1) ‘A’ Director (or his alternative Director) and at least one (1) ‘B’ Director (or his alternative Director). Any such notice shall contain, inter alia, an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. Any matter which is to be submitted to the Board for a decision which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed by all of the members of the Board.

5.3

Board Voting

Save and except for Reserved Matters, matters for decision by the Board shall be decided by simple majority vote. Each Director shall have one (1) vote and the Chairman shall not have a second or casting vote. Any Director who is absent from any meeting may request his alternative Director to act and vote in his place at the meeting. Reserved Matters shall be decided by a majority of no less than five (5) Directors (of which at least threes(3) Directors shall be ‘B’ Directors or their alternative Directors) who shall all sign the minutes of the relevant meeting or the relevant written resolution for a decision to be taken by the Company on a Reserved Matter.

5.4

Resolution in Writing

A resolution in writing signed by all the Directors or their alternative Directors entitled to vote on that resolution at a meeting of the Directors or any committee of the Directors is valid as if it had been passed at a meeting of the Directors or any committee of the Directors.

5.5

Telephone Participation at Directors’ Meetings

A Director (or an alternative Director) may, in accordance with the By-Laws participate in any meeting of Directors or any committee of Directors by means of such telephone or other communication facilities as permit all Persons participating in the meeting to hear each other and a Director participating in such a meeting by such means is deemed to be present at that meeting.

5.6

Reserved Matters

The Articles shall provide that the Company shall not undertake any of the Reserved Matters unless approved by a resolution of the Directors passed by the majority provided for in Clause 5.3 hereof.

5.7

Special Reserved Matters

The Articles shall also provide that the Company shall not undertake any of the Special Reserved Matters without the unanimous resolution of all Shareholders as provided in the Articles.

5.8

Provision of Articles to Third Parties

Where the Company, in undertaking any Reserved Matters or Special Reserved Matters, is required to contract with a third party, the Company shall provide that third party with a copy of the Articles before entering into any contract with that third party.

5.9

Certificates from the Company

A certificate from the Company certifying that Reserved Matters and/or Special Reserved Matters have been authorised in accordance with the requirements of the Articles shall be signed by at least one (1) “A” Director and one (1) “B” Director.

6

MEETINGS AND ACTION OF THE SHAREHOLDERS OF THE COMPANY

6.1

Meetings of the Shareholders

(i)

a quorum shall, after the issue of Shares, be one (1) duly authorised representative of the ‘A’ Shareholder and one (1) duly authorised representative of the ‘B’ Shareholder and prior to the issue of Shares a quorum shall consist of the incorporator of the Company;

(ii)

the notice of meeting shall (unless otherwise agreed by each of the Shareholders ) set out an agenda identifying in reasonable detail the matters to be discussed; and

(iii)

the chairman of any such meeting shall not have a second or casting vote.

(b)

After the issue of Shares, special meetings of the ‘A’ Shareholder(s) or the ‘B’ Shareholder(s) of the Company shall take place in accordance with the applicable provision in the Articles and the By-Laws on the basis (inter alia) that:

6.2

Resolution in writing of Shareholders .

Subject to the provisions of Section 132 of the Companies Act, a resolution in writing signed by all the Shareholders (either of the Company or of any class of Shares in the Company) entitled to vote on such resolution at a meeting of Shareholders or of a class of Shareholders, as the case may be, shall be as valid as if it had been passed at a meeting of all the Shareholders or of the Shareholders of any class of Shareholders, as the case may be.

7.

OPERATION OF THE COMPANY

7.1

Long Term Business Plan

7.2

Annual Operating Plan

The Company shall prepare a draft Annual Operating Plan based upon the targets set forth in its Long-Term Business Plan (which Annual Operating Plan shall include an annual operating and capital expenditure budget for the Company). The Annual Operating Plan shall be submitted to the Shareholders for approval as a Special Reserved Matter as provided in the Articles before the start of each Financial Year.

7.3

In the event that an Annual Operating Plan for a Financial Year is not approved by the Shareholders as a Special Reserved Matter within thirty (30) days of the commencement of such Financial Year, the existing Annual Operating Plan shall

remain in full force and effect and the Company shall be managed and the Business operated in a manner consistent with such Annual Operating Plan until a new Annual Operating Plan is properly approved by the Shareholders as a Special Reserved Matter.

7.4.

MHL and Rigdon shall procure that: