Jv Formation Of Stpetro Executed July 9, 1998

EXHIBIT 10.2 - TRANSLATED FROM ORIGINAL PORTUGESE


(Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of STPETRO, S.A., Saotomean National Oil Company; First Addendum to official Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July.., 1998).


DECREE-LAW Ner: 27/98
FIRST ADDENDUM TO OFFICIAL JOURNAL Ner: 5/98
Published on July.... and entered
into force on July.... July, 1998.


Whereas the exploration and exploitation of natural resources, namely, the hydrocarbons reveal to be as a relevant addition to the production of national wealth that is needed to the development of the Country, as well as to the establishment of welfare to the Saotomean citizen;


Whereas the establishment of a company whose business activity will be exploration and exploitation of hydrocarbons is the needful condition to meet this purpose,


Whereas, moreover, it is advisable the contribution from the internationally experienced foreign companies to assure technical and financial co-partnership to materialize this business activity, Now therefore,


The Government of the Democratic Republic of Sao Tome and Principe under the article 99, sub-paragraph d) of the Constitution enacts and I promulgate as follows:


Article 1


It is hereby established Sao Tome and Principe National Petroleum Company, a public company, shortly named "STPETRO, S.A."


Article 2


It is hereby approved the Statute of STPETRO, S.A. that is attached to this diploma.
1 (Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of STPETRO, S.A., Saotomean National Oil Company; First Addendum to official Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July.., 1998).


Article 3


This decree-law enters into force under legal terms.


Approved by the Council of Ministers on June 16th, 1998.
The Prime Minister and Head of the Government


(Illegible Signature)
-----------------------
Raul Braganca Neto
The Minister of Justice, Labor
and Public Administration


(Illegible Signature)
--------------------------------
Amaro Pereira de Couto
On behalf of the Minister of Foreign Affairs
and Communities


(Illegible signature)
----------------------------------
Homero Jeronimo Salvaterra
The Minister of Defense
and Interior


(Illegible Signature)
------------------------------
Joao Quaresma Viegas Bexigas
On behalf of the Minister of Planning
and Finance
2 (Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of STPETRO, S.A., Saotomean National Oil Company; First Addendum to official Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July.., 1998).


(Illegible Signature)
---------------------------------------------
Acacio Elba Bonfim
The Minister of Education, Culture
and Sports


(Illegible Signature)
--------------------------
Albertino Homem dos Santos
Sequeira Braganca
The Minister of Social Equipment
and Environment


(Illegible Signature)
---------------------------
Arlindo Afonso de Carvalho
On behalf of the Minister of Agriculture
and Fisheries


(Illegible Signature)
------------------------------
Hermenegildo de Assuncao
Sousa e Santos
On behalf of the Minister of Wealth
3 (Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of STPETRO, S.A., Saotomean National Oil Company; First Addendum to official Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July.., 1998).


(Illegible Signature)
----------------------------------------
Eduardo do Carmo Ferreira de Matos
The Minister of Commerce, Industry
and Tourism


(Illegible Signature)
--------------------------------
Cosme Bonfim Afonso Rita


It has been promulgated on July 9th, 1998.


Be Published.


The PRESIDENT OF THE REPUBLIC


(Illegible Signature)
---------------------------------------
Miguel ANJOS DA CUNHA, LISBOA TROVOADA
4 (Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of STPETRO, S.A., Saotomean National Oil Company; First Addendum to official Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July.., 1998).


STATUTE OF
SAO TOME AND PRINCIPE
NATIONAL PETROLEUM COMPANY
A PUBLIC COMPANY NAMED
"STPETRO, S.A. "


CHAPTER I
ESTABLISHMENT, HEADQUARTERS AND
COMMERCIAL ACTIVITIES


ARTICLE I
ESTABLISHMENT AND DURATION


1. There is hereby established a public company incorporated under the Laws of the Democratic Republic of Sao Tome and Principe, pursuant to relevant provisions of the applicable laws and regulations to sharing companies, that is named Sao Tome and Principe National Petroleum Company, shortly, "STPETRO, S.A."


2. STPETRO, S.A., is an oil company established between the Government of the Democratic Republic of Sao Tome and Principe (herein after referred to as the "Government") and Environmental Remediation Holding Corporation (herein after referred to as the ERHC), under the terms and conditions set up in the Agreement between the aforementioned parties dated May 27, 1997.


3. STPETRO, S.A., is established for an indefinite time period from the date of registration of this Statute with the Notary Public in the Democratic Republic of Sao Tom6 and Principe.


ARTICLE 2
COMMERCIAL ACTIVITIES


1. The main commercial activities of STPETRO, S.A., are petroleum and gas exploration and exploitation, petroleum refining, gas processing and sale of petroleum and petroleum products as well as, securing financing, development and procurement of petroleum and gas related activities and facilities.


2. STPETRO, S.A., shall carry on any and all the activities connected or related to the petroleum and gas industry, as well as any other commercial activity that is not in a collision course with its main commercial activities.
5 (Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of STPETRO, S.A., Saotomean National Oil Company; First Addendum to official Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July.., 1998).


ARTICLE 3
HEADQUARTERS AND BRANCHES


1. The headquarters of STPETRO, S.A., are located in Sao Tome City in the Democratic Republic of Sao Tome and Principe (herein after referred to as "DRSTP", and its Administrative Council may deliberate the transfer thereof to any place in the Saotomean territory.


2. STPETRO, S.A., through its Administrative Council, will have the authority to open branches, agencies and representative offices thereof at any time as it deems necessary at any place in the Saotomean territory and/or elsewhere abroad.


3. The Administrative Council of STPETRO, S.A., may establish at a time it deems necessary affiliated companies abroad.


4. STPETRO, S.A., is interdicted to establish affiliated banks in the territory of the DRSTP; however, it may acquire shares of the banks operating therein.


ARTICLE 4
(ENVIRONMENTAL PROTECTION)


STPETRO, S.A., shall comply with the laws, regulations, and compulsory rules on environmental protection on carrying on its commercial activities


ARTICLE 5
(NATIONALITY)


STPETRO, S.A., and its branches, agencies and representative offices based and/or registered in the DRSTP shall hold the Saotomean nationality.


ARTICLE 6
(LEGAL PERSONALITY AND CAPACITY)


1. STPETRO, S.A., shall have legal personality and capacity to perform under its name and its commercial activities.
6 (Democratic Rep. of Sao and Principe Decree-Law Ner.: 27/98, on Establishment of STPETRO, S.A., Saotomean National Oil Company; First Addendum to official Journal Ner.:5/98, Published on July .., 1998. Entry into force: on July.., 1998).


2. STPETRO, S.A., is a legally autonomous private entity and shall enjoy, therefore, the complete and absolute managing and financial autonomy in legal course of its commercial activities through its competent bodies.


ARTICLE 7
(CAPITAL STOCK CONTRIBUTION)


1. The initial capital stock contribution for STPETRO, S.A., is one hundred thousand (Us$100, 000.00) Dollars of the United States of America.


2. The capital stock may be increased up to the proportional amount that is deemed to meet in the best way its commercial activities, according to the decision of the General Assembly of shareholders taken by majority of the votes cast.


3. Any new shares may be submitted to the public subscription upon approval of majority shareholders and subject to the provisions set forth herein.


4. In case of failure of subscription of new shares by the Treasury, the Saotomean St ...