SHARE EXCHANGE AGREEMENT

Exhibit 10(29)


SHARE EXCHANGE AGREEMENT


This Share Exchange Agreement (the " Agreement"] is entered into and effective as of November l0th, 2000 by and between Georgian British Oil Services Company, registered address: 70 Kostava Str., Tbilisi 380015, Georgia, a Georgian corporation ["GBOSC"], CanArgo Energy Corporation, a Delaware corporation ["CanArgo"].


RECITALS


A. GBOSC is the owner of an undivided 28.75% interest in and to Georgian
American Oil Refinery Company Ltd., a corporation formed and operated
under the laws of the Republic of Georgia ["GAOR"]. Pursuant to the
Foundation Agreement and Charter of GAOR. GBOSC is entitled to receive
shares of stock in GAOR as evidence of its ownership interest in GAOR.
However, to date, GAOR has not issued or delivered such shares to
GBOSC. Nor has GAOR issued or delivered shares of its stock to its
other owners. GBOSC's ownership interest in GAOR, and its right to
receive shares of GAOR stock as evidence of such ownership interest are
referred to collectively below as the "Interest".


B. GBOSC desires to transfer the Interest to CanArgo.(or to CanArgo's
nominee), and CanArgo desires to acquire the Interest from GBOSC,
solely in exchange for shares of the common stock of CanArgo [the
'CanArgo Common Stock']


C. The transfer of the Interest from GBOSC to CanArgo is subject to the
other owners of GAOR consenting to such transfer, which shall be
considered a condition precedent to the execution of this Agreement. A
copy of the consent to such transfer has been exhibited to GBOSC and
CanArgo.


PROVISIONS


In consideration of the foregoing Recitals and the parties' respective representations, warranties and covenants set forth below, the parties agree as follows:


1. Exchange. For and in consideration of the issuance and delivery by CanArgo of three hundred and seventy eight thousand six hundred and sixty nine (378,669) shares [the "CanArgo Shares"] of CanArgo Common Stock. GBOSC hereby assigns, transfers and conveys to CanArgo, and CanArgo hereby accepts, the Interest. The transfer of the interest to CanArgo shall be deemed to occur as of 12:01 a.m., Eastern Standard time, on the date first written above.


CanArgo hereby nominates CanArgo Petroleum Products Limited as its nominee to receive the Interest.


2. Representations, Warranties and Disclosure(s). The parties represent, warrant and disclose the following:


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(a) GBOSC represents and warrants to and for the benefit of CanArgo that, to the best of GBOSC's current knowledge and without further research or investigation, immediately prior o the transfer of the Interest to CanArgo (or its nominee) (i) GBOSC will not be in default, nor after notice or lapse of time or both would GBOSC have been in default, under the GAOR Charter or Foundation Agreement; (ii) GBOSC has not previously transferred to any other party or encumbered, voluntarily or involuntarily, all or any part of the Interest; (iii) subject to the matters set forth in this Agreement and applicable law, GBOSC holds title to the Interest, and will transfer the Interest to CanArgo (or its nominee), free and clear of any mortgages, liens, charges, encumbrances or title defects of any nature whatsoever; and (iv) subject to the matters set forth in this Agreement and applicable law, CanArgo (or its nominee) shall receive good and marketable title to the Interest.


(b) CanArgo represents and warrants to and for the benefit of GBOSC that (i) the CanArgo Shares are fully paid for, arc not assessable and are not subject to any resale or transfer restrictions or limitations except as provided by applicable law; (ii) the CanArgo Shares have been issued to GBOSC from authorized but unissued CanArgo Common Stock and have not been encumbered, voluntarily or involuntarily, by CanArgo; (iii) subject to the matters set forth in this Agreement and applicable law, CanArgo will deliver the CanArgo Shares free and clear of any mortgages, pledges, liens, charges, encumbrances or title defects of any nature whatsoever; (iv) subject to the matters set forth in this Agreement and applicable law GBOSC will receive good and marketable title to CanArgo Shares.


(c) Each party represents and warrants to and for the benefit of the other party that, subject to the conditions expressed in Recital C above; (i) the execution and delivery of this Agreement by such party and the consummation by such party of the transactions contemplated by this Agreement will not violate any statute or law or any judgement, decree, order, regulation or rule of any court or governmental authority by which such party is bound or the charter, bylaws or other instruments under which such party is formed and its activities are governed; (ii) this Agreement has been duly authorized, executed and delivered by such party; and (iii) this Agreement constitutes a valid and binding agreement of such party and is enforceable against such party in accordance with the terms hereof (subject to applicable bankruptcy laws and similar laws grunting relief to debtors or affecting the rights of creditors, at1d the equitable powers of court with proper jurisdiction).


(d) Subject to tile representations and other matters set forth in this Agreement, are accepting the CanArgo Shares, and CanArgo is accepting the Interest, on an AS IS, WHERE IS basis with all faults and defects.


(e) In connection with the proposed issuance of the CanArgo Shares, hereby acknowledge, represent and Warrant to and covenant and agree with CanArgo that:


(i) GBOSC are "accredited investors", as defined in Rulc 501 of Regulation D, promulgated under the United States Securities Act of 1933, as amended (the Securities Act ). GBOSC are acquiring the CanArgo Shares for their own account and not for the account or benefit of any other person. The CanArgo shares "will be acquired by GBOSC in good faith for investment and not with a view to the distribution thereof. GBOSC do not presently intend to sell or otherwise dispose or all or any part of the CanArgo Shares and do not now have in mind the


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sale or other disposition of all or any part of the CanArgo Shares upon the occurrence or nonoccurrence of any predetermined event.


(ii) GBOSC are willing and able to bear the economic risk of an investment in the CanArgo Shares, and GBOSC have adequate means of providing for current needs and reasonably anticipated contingencies and have no need for liquidity in such investment. In making these statements, GBOSC have taken into account that (i) they may have to hold the CanArgo Shares for an indefinite period and (ii) they could experience a complete loss of their investment in the CanArgo Shares. By reason of the business and financial experience of GBOSC, they have such knowledge, sophistication and experience in business and financial matters to enable them to evaluate the merits and risks of the investment in the CanArgo Shares.


(iii) GBOSC:


(A) have carefully read and considered CanArgo's Joint Management Information Circular and Proxy Statement/Prospectus dated 9 J ...