pemoffshore ltd corporate portfolio

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RKI Instruments, Inc. • 33248 Central Avenue, CA • Phone (510) 441-5656 • (800) 754-5165 • Fax (510) 441-5650 World Leader In Gas Detection & Sensor Technology

www.rkiinstruments.com

March 16, 2009 To whom it may concern: Please be advised that the following company is a distributor of our products to their customers in Nigeria. : PEM OFFSHORE LIMITED Plot 231 Trans-Amadi Industrial Layout (Behind Sasun Hotel) Trans-Amadi Industrial Layout Port-Harcourt Cell: +234.803.403.6935 Fax: +1.267.224.9070 Email: [email protected] Web: www.pemoffshores.com <http://www.pemoffshores.com> They are authorized to resell our products to their customers in Nigeria. We manufacture gas detection products, both portable and continuous type, for industrial applications. Sincerely,

Bruce Holcom Director- Business Development RKI Instruments, Inc. Union City, CA 94587 USA Phone: 800-754-5165 x 21

www.honor-safety.nl

a HONOR Techniek B.V. division www.honorope-doublesafe.com

Palmpolstraat 88 1327 CJ ALMERE – the Netherlands Tel. +31 (0) 36 521 96 00

Postbus 60105 1320 AC ALMERE – the Netherlands Fax +31 (0) 36 521 96 01

ABN-AMRO Bank 49.47.87.120 ING Bank 431607 [email protected]

Advanced payment, VAT code. NL8029.50.206.B01, BIC‐code: ABN‐ANL2A, IBAN‐no: NL95ABNA0494787120. Chamber of Commerce in

Lelystad under no. 32012949. METAALUNIE CONDITIONS: General delivery and payment conditions of Koninklijke Metaalunie (the Dutch

organisation for small and medium‐sized enterprises in the metal industry), referred to as ‘the METAALUNIE CONDITIONS’, formerly

referred to as ‘the SMECOMA CONDITIONS’, filed with the Court Registry in Rotterdam on 1 January 2008. Published by Koninklijke

Metaalunie, PO Box 2600, 3430 GA Nieuwegein, the Netherlands. © Koninklijke Metaalunie.

PEM OFFSHORE LIMITED Plot 231 Trans-Amadi Ind. Layout, Off Ordinance Road [Behind Sasun Hotel] Trans-Amadi Port-Harcourt Nigeria Web: www.pemoffshores.com

July 27th 2010

Subject: HONOR Safety & Consultancy Representation in Nigeria and West-Africa HONOR Safety & Consultancy is proud to announce PEM Offshore Limited as our authorized Distributor for HONOR Safety & Consultancy Commercial equipment, accessories, and spares in Nigeria and West-Africa. HONOR Safety & Consultancy guarantees that all company products which are sold to/or through PEM Offshore, contain genuine unused (new) HONOR parts. This agreement is valid from this letter’s date until cancelled. If either party decides to discontinue the relationship between the two companies, a letter stating this should be submitted and the agreement will be cancelled with 30 days of notice. If you have any questions or need further clarification, please contact: Jon M. Westerweel – CEO HONOR Safety & Consultancy B.V. P.O. Box 60105, 1320 AC Almere – the Netherlands Palmpolstraat 88, 1327 CJ Almere – the Netherlands Phone: +31 36 521 96 00 www.honor-safety.nl Fax: +31 36 521 96 01 www.honorope-doublesafe.com [email protected] Best regards, Jon M. Westerweel HONOR Safety & Consultancy B.V.

AB

www.imca-int.com

This is to certify that

PEM Offshore Ltd is

a Supplier (S) Member of the International Marine Contractors Association

participating in the work of the

Marine Division

in the Europe & Africa Section

Andrew Woolgar IMCA President 2011

Hugh Williams IMCA Chief Executive

IMCA members undertake to act as responsible members of the Association and are willing to be audited against compliance with relevant IMCA guidelines by their clients.

Valid until: 1 March 2012

Doc. No.:PEM-OP/001 Date: 08/SEPT/2010 Rev: 01

PEM OFFSHORE CAPABILITY PROFILE

PEM Offshore offers a wide range of products and services aimed at improving safety, quality and reliability in the marine, oil and gas sector. Over the years, PEM Offshore has served numerous clients ranging from IOCs, Marine Companies, Oil Service Companies, Construction Companies, and Drilling Companies. PEM Offshore offers two ranges of services to her customers. These are as follows;

1. OEM Product and Service Providers

1.0 TRESU MARINE & OFFSHORE: PEM Offshore is the Exclusive Distributor and Service Provider to TRESU MARINE & OFFSHORE in all West African States which includes but not limited to Nigeria, Cameroun, Ghana, Equatorial Guinea, Congo, Gabon Ivory Coast, Liberia and Sierra Leone. TRESU Marine & Offshore is part of the TRESU Group and a leading global supplier of steel structures, instrumentation, components and spare parts based on the customer’s own design/drawings, specification and requirements. Through our superior manufacturing technology, high quality and very skilled experts, we deliver the right integrated and leading edge solution for all our customers. By operating from manufacturing sites in Denmark, Lithuania and USA gives a very high flexibility and enable us to provide a 24/7 service to our customers. Visit www.tresu-marineoffshore.com for details.

Deck Equipment

Anchor Anchor Winch Bollards Drums and Reels

Crane Equipment

http://www.tresu-marineoffshore.com/



TRESU MARINE Products: Crane Equipment Covering an area of various crane units and lifting equipment. Deck Equipment Covering an area of bollards, winches, hatches, drums and reels, pulleys and other machinery parts. Electrical Instrumentation Covering an area of distributor blocks, electrical panels, power transmission units, controls panels, switchboards, remote control units. Equipment systems Covering an area of valve and pump systems, engine and compressor systems, piping and pneumatic systems. Equipment Covering an area of gangways, staircases, service platforms, hand rails, manhole covers, pipes and flanges, profiles, well heads and tanks. Machinery Parts Covering an area of shafts, valves, sheaves, manifolds, pistons, rings, gearboxes, crankshafts, gaskets, wheels, gears and other machinery parts. Steel Structures Covering an area of prefabricated steel constructions like helipads, piping and deck sections. Other Equipment Covering an area of hatches, safety signs, fire hose equipment, cabinets and special tools.

1.1 Danfoss Sea Recovery Inc.: PEM Offshore is the exclusive distributor and Service Provider to Danfoss Sea Recovery INC in West Africa. Whether on a commercial fishing vessel, an FPSO, a Tanker Vessel, an offshore drilling platform, a cruise ship, or a land-based resort, fresh drinking water is not a luxury – it is a necessity for the successful operation of a commercial venture.



Sea Recovery Commercial’s Sea Series of water-makers deliver robust engineering and reliability on land and at sea in the most extreme conditions. These large capacity water-makers are recommended for mega yachts, commercial fishing vessels, work boats, oil rigs, platforms and land-based applications.

Sea Recovery has set the industry standard by becoming the first and only reverse osmosis (RO) manufacturer to have their entire RO product lines type-accepted by the American Bureau of Shipping (ABS). The quality and dependability of Sea Recovery's manufacturing techniques, engineering, and customer service continues to be the key to our growth and success.

Sea Recovery also manufactures its Marine Whisper series, which covers water making capacities from 170gal to 1,800gal (6,43l to 6,814l) per day. The Aqua Whisper and Ultra Whisper RO desalinators have the right capacity and configuration for any mega, power or sailing yachts. Visit www.danfoss-searecovery.com for details.

1.2 RKI Instruments Inc.: PEM Offshore is the Distributor and Service Provider to RKI Instruments Inc. USA. RKI is an innovative gas detection company located in Union City, California. RKI began in 1994 with the belief that distributors and customers deserve a permanent reliable source for advanced gas detection instruments and advanced gas sensors. RKI manufactures and markets a full line of gas monitoring equipment for utilities, mining, police, fire, rescue, hazmat, shipping, transportation, telecom, refineries, offshore drilling platforms, petrochemical plants, parking garages, wastewater treatment, pharmaceuticals, manufacturing, HVAC, laboratories and more. RKI offers many gas detectors including portable, pocket size instruments as well as fixed detectors that can be installed permanently in hazardous areas, field sites or stations.

http://www.danfoss-searecovery.com/



Gas monitors provide personnel with early warning of poisonous gases such as VOCs, H2S, CO, O2, SO2, SiH4, PH3, NH3, NO2, ASH3, SO2, Cl2, F2, ClO2, O3, and Combustibles (explosive gas). RKI is also known for unique product development of fixed gas detection systems using audible alarms, visual warning lights, capable of operating in the harshest environment, with flame arrestors and coatings which make them water repellent. Also, splash guards are available for use in very wet environments. RKI portable gas detection instruments are high tech personal protection equipment (PPE) to provide personal safety of your employees and facilities. Visit www.rkiinstruments.com for details.

1.3 HONOR Safety & Consultancy B.V.: PEM Offshore is the Exclusive Distributor and Service Provider to HONOR Safety & Consultancy B.V in all African Region. HONOR Hulpverlenings- & Reddings-techniek has built up a reputation, both in the Netherlands and in other countries, as an advanced, modern and high-quality company.

This is not only for supplying innovative products, but also for providing advice and service to improve working conditions, for ease-of-use and for safety. This reputation was developed by promptly reacting to problems, listening to the demands of the market and combining these facts with know-how. All of the information and many contacts are stored in HONOR’s modern customer information system. This is, in addition to enabling personal contact, an important source of information.

http://www.rkiinstruments.com/



We use this method to continually search for the best solution. Developing new products ourselves and continually making improvements have led to a complete, well-coordinated programme. With your input, HONOR Hulpverlenings- & Reddingstechniek can continue with this in the future and can keep providing optimum products. HONOR Hulpverlenings- & Reddingstechniek does not restrict itself to supplying standard products. We set great store by our tailor made, customer-oriented products; the solution for your situation! Expert collaboration leads to results and a win-win situation for both parties. HONOR Hulpverlenings- & Reddingstechniek provides support with an extensive service system, thus guaranteeing continuity of safety.

Core Products include Fall Arrest Systems, Rescue and Evacuation Systems, High Performance Clothings; Honors Tank Clamp. Visit www.honor-safety.nl and www.honorope-doublesafe.com for details.

http://www.honor-safety.nl/

http://www.honorope-doublesafe.com/



1.4 PORTWEST CLOTHING UK LTD: PEM Offshore is a Distributor to PortWest Clothing in Nigeria. PORTWEST is a leading manufacturer in Industrial Work wear ranging from NORMEX Coveralls to Fire Retardant Coveralls, Work Shoes and Boots, Hand Gloves, Hard Harts, Goggles etc that are CE Standard Marked and DUPONT Safety approved. Visit www.portwest.com for details.

1.5 CARGOSTORE INTERNATIONAL: PEM Offshore is a Representative and an Associate of Cargostore International (UK) Limited. Cargostore International supplies shipping and storage containers for rental and purchase on a worldwide basis. Our leasing services range from short term, one-way trips to long term and hire purchase facilities. In addition to standard dry cargo units, our fleet of containers includes many specials - palletwides, side door units, open tops, flat racks, bulkers and ISO tanks. Temperature controlled equipment includes 20ft and 40ft reefers plus clip on gensets. Non ISO containers built specifically for storage use are also provided. In many locations we can arrange delivery and collection. Storage of customers' cargo can be arranged and we can deliver loaded containers. Specialist ISO/DNV certified containers to supply the offshore oil and gas industry are stocked in a range of strategically located terminals. Cargostore keeps many types in inventory with specials supplied to order. A full range of leasing options is offered and the equipment is available for purchase. Visit www.cargostore.com for more details.

http://www.portwest.com/

http://www.cargostore.com/



2. PEM OFFSHORE TAILOR-MADE SERVICES

2.1 Non-destructive and lifting equipment inspection services (LEEA and ASNT Members, FGN and ABS Approved)

PEM Offshore offers a complete range of non-destructive testing (NDT), visual inspection and materials sampling inspection capabilities. Our technicians are qualified to international standards and are supported by the expertise of our inspection department and associated affiliates. The range of PEM's survey and inspection capabilities include the following:

Condition reports Dye penetrant inspection (DPI) Magnetic particle inspection (MPI) Ultrasonic testing (UT) Visual Inspection Eddie current inspection (ECI) Alternating current field measurement (ACFM)

2.2 Marine surveys and IMCA’s CMID inspection (IMCA Members and Lloyds Maritime Accredited)

With vast awareness of codes and regulations coupled with extensive trainings and experience, PEM Offshore offers clients tailor-made services in the following:

Warranty surveys on all mobile offshore units Hull integrity surveys On and off-hire surveys, pre-purchase surveys/assessments Cargo surveys Vessel/facility integrity management Maritime Support Services and Consultancy

PEM Offshore is a member of the International Marine Contractors Association (IMCA) and in turn offers marine surveys according to IMCA’s common marine inspection document (CMID) issue 7 and OVID Checklist.



2.3 Air Diving, Subsea Engineering, and Underwater Inspection and Welding

PEM Offshore, with the aid of its associate Blue-Con Subsea, offers clients tailor-made services in diving, underwater inspection, CCTV, and underwater welding/construction. All operations carried out by PEM Offshore are in accordance with API, BS, SOLAS and HSE/IMCA regulation standards, involving very experienced and tested personnel, both national and international. Our supervisors are all IMCA-approved.

2.4 Rope Access Inspection Services

PEM Offshore is a specialist in rope access, a safe, reliable and effective technique to reach inaccessible areas. Rope access is more versatile than gondolas or cranes, more efficient than scaffolding and can eliminate unnecessary downtime.

All PEM rope access operations are executed by IRATA trained/certified personnel and adhere to guidelines and recommendations published by BSI: British Standards’ BS 7985:2002 "code of practice for the use of rope access methods for industrial purposes" and in conjunction with BS 8454:2006 "code of practice for the delivery of training and education for work at height and rescue" to ensure safe implementation of the task while working at heights. Our work teams consist mainly of experienced level II and III IRATA-qualified personnel appropriately assisted by some level I qualified personnel.

Our inspectors are qualified in NDT with specialized experience in structural and equipment assessment. Our expertise is sought to install a variety of high-rise equipment and provide the regular in-situ inspection and maintenance necessary for safe and lawful operation. We offer the following applications of rope access:

Inspection Load testing Maintenance Repair and refurbishment Confined space entry Construction Electrical Mechanical Welding Blasting, sign painting and logo stenciling Surveys Installation and removal



3. PERSON IN CHARGE / CONTACT PERSON

Philips E. Matthew Vice President, West Africa Operations *********************************

PEM OFFSHORE LIMITED Plot 231 Trans-Amadi Industrial Layout Cell: +234.803.403.6935 (Behind Sasun Hotel) Tel: +234.(0)84.360.622 Trans-Amadi Industrial Layout Fax: +1.267.224.9070 Port-Harcourt Email: [email protected]

Web: www.pemoffshores.com DUNS#: 850454063 ************************************************************************************************************* This email and information contained therein may be privileged and or confidential information and is meant for the addressee(s) only, disclosure or retention of this information is prohibited. Always remain a Law abiding Citizen. *************************************************************************************************************

PEM Offshore Limited is registered in Corporate Affairs Commission of Federal Republic of Nigeria RC: 742449

mailto:[email protected]

http://www.pemoffshores.com/

PEM OFFSHORE LIMITED Plot 231 Trans-Amadi Industrial Layout Off Ordinance Rd Behind Sasun Hotel Trans-Amadi Industrial Layout Port Harcourt. Nigeria Att.: Mr. Philips E. Matthew, Vice President - West Africa Operations Ref. no.: Initials: LM/- Date: 28th June 2010

AGENCY AGREEMENT

1. The Parties

Between PEM OFFSHORE LIMITED Plot 231 Trans-Amadi Industrial Layout Off Ordinance Rd Behind Sasun Hotel Trans-Amadi Industrial Layout Port Harcourt. Nigeria

Responsible person: Philips E. Matthew E-mail: [email protected] Mobile phone: +234 - 803.403.6935 Phone: +234 - 84.360.622 Fax: +234 - 267.224.9070 Skype: Web: www.pemoffshores.com

CVR no. RC: 742449 (hereinafter referred to as the “Agent”) and TRESU A/S TRESU Marine & Offshore Eegsvej 14-16 6091 Bjert Denmark CVR no. 15302798 (hereinafter referred to as “TRESU”)

2010-06-08_Agency Agreement_0966869_1.DOC Page 2 of 6

(the Agent and TRESU hereinafter collectively referred to as the “Parties” and separately as a “Party”) the following agency agreement (hereinafter referred to as the “Agreement”) has been entered into.

2. The Purpose, the Product, the Territory From the date of entry of this Agreement, and with the exceptions mentioned under clause 3, the Agent is granted exclusive agency to negotiate sales and procure orders for TRESU Marine & Offshore product portfolio (hereinafter referred to as the “Product”), excluding supervision, classification, installation and transportation costs in NIGERIA, CAMEROUN, GABON, CONGO, EQUITORIAL GUINEA, TOGO; GHANA, IVORY COAST, LIBERIA, SIERRE LEONE. (hereinafter referred to as the “Territory”). “Exclusive” shall mean that TRESU is obliged not to appoint other agents, distributors or other representatives within the Territory regarding marketing and sale of the Products, nor to market and sell the Products within the Territory itself. However, TRESU is entitled to sell the Products directly to customers in the Territory if such customers have approached TRESU directly or if such customers wish to communicate solely with TRESU. The Agent shall not be entitled to standard commissions on all such sales in the Territory.

3. Exceptions

The Agreement does not cover Products sold by TRESU to trading companies, suppliers, contractors or ship owners/operators domiciled outside the Territory with delivery in the Territory.

4. Commission 4.1 For orders by the Agent and accepted by TRESU, the Agent shall receive a commission calculated on

the basis of the net sales price per ship for the Product, ex works, exclusive of customs duty, fees for any certificate, possible tax and possible financing costs (hereinafter referred to as “Net Sales”). Provided the Product is sold to a resident within the Territory, the commission shall be 10% of Net Sales.

4.2 Orders communicated by the Agent and accepted by TRESU, with a resident outside the Territory and

regarding Products to be installed outside the Territory in vessels, rigs or platforms owned by residents within the Territory, the commission shall be 5% of Net Sales. If the ship owners need any consulting fee, the agent should inform TRESU in advance.

4.3 In case of keen competition TRESU can count on the Agent’s full co-operation, including possible

reduction of prices and/or commission rates. 4.4 If there is a special need to cover some beneficiary parties, it can be agreed between the Agent and

TRESU in writing that the Agent can act as dealer. 4.5 Payment of full commission shall not be effected until the costumer has paid the full amount to

TRESU. In the event that a contract is only partially performed/paid, the Agent is entitled to such proportionate partial commission.

4.6 Due and payable commission shall be transferred to the Agent’s designated account no later than 10

business days following the end of each calendar month.

2010-06-08_Agency Agreement_0966869_1.DOC Page 3 of 6 4.7 The Agent shall be entitled to commission on commercial transactions concluded after this Agreement

has terminated if:

- the transaction is mainly attributable to the Agent’s efforts during the period covered by the

Agreement and if the transaction was entered into within a reasonable period after that

Agreement terminated; or

- the order by the customer reached TRESU or the Agent before the Agreement terminated.

5. The Agent’s Sales Target 5.1 The Parties have agreed that the Agent’s sales target for the initial twelve 12 months is based as a trial

period and no figure shall be settled between the Parties. After the initial 12 months the Parties will evaluate the market and hereafter mutually agree to Net Sales of Euro …………. (hereinafter referred to as the “Sales Target”).

5.2 The Agent undertakes in the first twelve 12 months of this Agreement to negotiate and conclude

Product sales on behalf of TRESU equal in value to not less than the Sales Target. 5.3 The Sales Target for each subsequent period of twelve 12 months will subject to reasonable

negotiation between the Parties, and shall only under extraordinary circumstances be less than the Sales Target for the previous twelve (12) months.

5.4 If the Agent fails to achieve Product sales equal to the Sales Target in respect of any relevant twelve

(12) months period of the Agreement, the Agent shall be considered to have committed a material breach of the Agreement, and TRESU may terminate the Agreement upon seven (7) days written notice and without the Agent being entitled to any compensation, cf. clause 11.8.

5.5 If the Parties fail to negotiate an equitable Sales Target prior to any twelve (12) months period, either

Party may terminate the Agreement upon seven (7) days notice. 6. Conditions of Delivery 6.1 All sales shall take place according to TRESU’s standard terms of sales and delivery. TRESU´s

standard terms of sales are Orgalime SE01 (see Appendix 1). TRESU´s standard terms of delivery are EX WORKS TRESU (Incoterms 2000).

6.2 Special arrangements may be made as to the terms of payment, but only after the prior written

acceptance from TRESU.

7. Obligations of TRESU

TRESU shall:

7.1 Inform the Agent on a monthly basis about activities involving ship owners/operators in the Territory. 7.2 Submit to the Agent copies of all quotations and letters concerning price, terms of payment, etc., for

products and territories related to the Agent. 7.3 Regularly, at reasonable intervals, visit the Agent to examine quantities and conditions of the sales


literature for the time being, held by the Agent on behalf of TRESU, and to discuss any problems in relation to the Agreement and the Products covered by the Agreement.

7.4 As soon as possible after receipt of detailed requests from the Agent, dispatch additional quantities of

sales literature to the Agent free of charge to the extent required in order to enable the Agent to perform his obligations under the Agreement.

7.5 Submit to the Agent copies of all correspondence to customers with residence within the Territory. 7.6 TRESU shall not be obliged to accept any order, tender or request submitted by the Agent in the

course of its activities in the Territory and shall accept the same only at its absolute discretion and only on such terms and conditions as TRESU may consider appropriate.

8. Obligations of the Agent

The Agent shall:

8.1 Maintain such organization as shall be necessary for the performance of the obligation under the Agreement.

8.2 Energetically promote the sale of the Product.

8.3 Keep TRESU informed of general trends in the market and of the activity in the Territory of TRESU’s competitors.

8.4 Once a month send an up-dated sales report and sales forecast covering all the projects that are of interest to TRESU, especially hot projects which ship owners / operators / contractors in the Territory are involved in regarding ship building/refurbishment/offshore activities. The Agent must submit customer database according to TRESU guidelines for direct mail campaign, exhibition invitations and other related sales and marketing activities from TRESU, and be responsible for this information is continuously updated.

8.5 Immediately upon receipt of an inquiry or an order for any product forward the same to TRESU and for safety reasons file a copy.

8.6 Maintain at his premises at all times a sufficient quantity of up-to-date sales literature for display.

8.7 In writing the agent must inform about which products and business areas he will be representing. The agent must oblige himself not to have activities, which might influence his performance as a representative for TRESU.

8.8 Where the Agent has been given instructions to collect any sum of money on behalf of TRESU the Agent shall use all reasonable efforts to collect such sums. Promptly upon such collection the Agent shall remit them to TRESU as from time to time notified by TRESU. Such payments shall be made in full without any deduction whatsoever other than withholding taxes or sales taxes or VAT which the Agent is obliged by the laws of the Territory to deduct there from.

8.9 Offer the Product for sale solely under the TRESU trademark and in original packaging bearing authentic labels and logos.

8.10 Inform TRESU of inquiries received from customers outside the Territory. Such information entitles the Agent to a finder’s fee to be agreed upon between the Parties with due consideration to the normal rate of commission payable under clause 4, provided that a final contract is concluded between TRESU and the customer.


9. Restrictions of the Agent The Agent shall not without the prior written consent of TRESU:

9.1 Make binding commitments on behalf of himself or TRESU for the sale of the Product. 9.2 Quote or sell or otherwise take any part in any transaction relating to any equipment competing

directly or indirectly with the Product. 9.3 Deliver any documentation or any literature relating to the Product except sales material to any third

party. 9.4 Offer any guarantee on the Product other than the guarantee expressly authorized by TRESU to be

given on behalf of TRESU. 9.5 Appoint any sub-agent with regards to the Product. 10. Intellectual Property Rights

10.1 The Agent shall notify TRESU of any suspected third part infringement of the intellectual property

rights. In accordance with instructions given by TRESU, the Agent must assist TRESU in any action taken against such third party.

11. Termination of the Agreement 11.1 Either Party may terminate this Agreement at six (6) months' notice in writing by registered mail. 11.2 If one of the Parties has not fulfilled this Agreement or breaches it, or if one of the Parties liquidates,

suspends payment, becomes insolvent, or stops the sale and/or manufacture of the Product, the other party is entitled to terminate this Agreement without notice.

11.3 TRESU may in addition terminate the Agreement in the event of any change in the financial control or

responsible management of the Agent. 11.4 Upon termination of the Agreement for any cause the Agent shall undertake to return to TRESU or (as

TRESU may direct) to a person within the Territory all price lists, sales literature and other items received from TRESU under the Agreement and remaining the property of TRESU and to cease immediately using the name of TRESU in connection with the business of the Agent in every respect. The freight charges incurred in accordance with the above shall be covered by the Party terminating the Agreement.

11.5 The Agent shall not be allowed to represent identical or similar products within the time period of the

Agreement or in a period of twenty four (24) months after the Agreement has expired, as well as the Agent shall not be allowed to represent other companies who are known as competitors of TRESU.

11.6 At termination of the Agreement TRESU shall compensate the Agent if he has brought new customers

to TRESU, extended the business area, or if TRESU wants to continue business transactions with one or more of these new customers. The Agent will then receive a compensation for the commission of coming business transactions with such customers.

TREISU A/S 201 0-06-08_Agency Agreement 0966869_l.DOC Page 6 of6

ll.7 However the compensation of the Agent shall never exceed one year of commission on a customer,estimated as an average of the average of the commission enjoyed within the last 5 years.

11.8 The agent shall not be entitled to any compensation if TRESU has terminated the Agreement due tothe Agent's material breach hereof, including but not limited to failure to reach the Sales Target, cf.clause 5.

I 1.9 The Parties can under no circumstance transfer the rights to a third party.

12. Secrecy

12.1 The Parties must not disclose to any third party any information of a confidential nature pertaining tothe other Party or use such information for any other purpose than the performance of this Agreement,neither during the term of this Agreement nor after its termination, unless specifically accepted by therelevant Party or unless the information has entered the public domain other than through breach ofthis secrecy clause.

13. Governing Law and Dispute Settlement

13.1 Any dispute, controversy or claim arising out of or relating to this Agreement or breach, termination orinvalidity thereof shall be settled in accordance with Danish Law disregarding its rules on choice oflaw. TRESU shall be free to choose whether the case shall be settled by arbitration or brought beforethe ordinary courts. The case procedures of Danish Arbitration shall apply if arbitration is selected.The arbitration tribunal shall convene in Aarhus, Denmark, and shall consist of one (1) arbitratorappointed by the Institute. The language ofany proceedings shall be English.

14. Term of Agreement

14.1 This Agreement shall come into force on the date of signing hereof and shall remain in force untilterminated by either Party.

In witness whereof the Parties hereto have caused this Agreement to be executed in duplicate and dulysigned, whereupon a copy has been handed over to each ofthe Parties.

For an on behalfofPEM OFFSHORE LIMITED

For an on behalfofTRESU Marine & Offshore:

Name: Philips E. Matthew

Title : Vice PresidentWest Africa Operations

Date : June 2 B, 2010

Appendices

I

Z-</4-Name : Lars Munkso

Title : President

Date: /t - 01 ' fo/o

Orgalime SE 0l(Orgalime SE 01_GB.pdfl

Edward Hill

Typewritten Text

June 28, 2010

PEM OFFSHORE LIMITED Plot 231 Trans-Amadi Ind. Layout, Off Ordinance Road [Behind Sasun Hotel] Trans-Amadi Port-Harcourt Nigeria Web: www.pemoffshores.com November 1, 2008 Subject: Danfoss Sea Recovery Representation in Nigeria Danfoss Sea Recovery is proud to announce PEM Offshore Limited as our authorized Dealer for Danfoss Sea Recovery Commercial equipment, accessories, and spares in Nigeria. Sea Recovery guarantees that all company manufactured branded products sent from our US factory and which are sold to/or through PEM Offshore, contain genuine unused (New) Sea Recovery parts. This agreement is valid from this letter’s date until cancelled. If either party decides to discontinue the relationship between the two companies, a letter stating this should be submitted and the agreement will be cancelled with 30 days of notice. If you have any questions or need further clarification, please contact: Thomas Farshler Director Commercial Marine and Offshore BA Danfoss Sea Recovery Corporation P.O. Box 5288 Ph. 1-310-637-3400 Carson, CA 90745 USA Fx: 1-310-637-3430 [email protected] www.searecovery.com Best regards,

Thomas Farshler Danfoss Sea Recovery Corporation

Danfoss Sea Recovery, P.O. Box 5288, Carson, California 90745-5288 U.S.A. Telephone: 1-310-637-3400 • Facsimile: 1-310-637-3430

Website: http://www.searecovery.com | Email: [email protected]

www.pemoffshores.com

mailto:[email protected]

http://www.searecovery.com/

PORTWEST CLOTHING LTD.

OFFICIAL DISTRIBUTOR

Portwest Clothing Ltd. are pleased to confirm Phillips E. Matthew and his company PEM Offshore Ltd off Plot 231 Trans-Amadi Industrial Layout. Port-Harcourt. are officially recognised by our business to re-sell certified Portwest Clothing and our associated products. PEM Offshore Ltd. are able to promote and sell Portwest garments throughout their region without exception and are recognised by Portwest Clothing Ltd. as a valued customer. Regards Richard Jones Operations & Marketing Manager Portwest Clothing Ltd. 25 February 2010

Lifting Equipment Engineers Association

Certificate of Membership2011

We hereby certify that

PEM Offshore Ltd

having been audited in accordance with the Association's technical auditprocedure specified in document reference LEEA 002 has been admitted as a

Development Member

for the location(s) and scope of work detailed in the schedulebearing the same number as this certificate

Certificate Number 1 093

Date of Certificate - 1't January 2011

Date of expiry of Certificate - 31" December 2011

This certificate is the property of the Association and shall be returned on demand. lt is not issued under, inpursuance or by virtue of any statutory or Government sanction but by the authority of the Association only. lt is validonly in conjunction with the latest issue of the schedule bearing the same number as this certificate.

Chairman

pemoffshore ltd corporate portfolio

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