Agreement Between PGS Exploration Ltd. & NSNV, Inc.

EXECUTION COPY


EXHIBIT 10.1


Dated 16 December 2003


PGS EXPLORATION (UK) LIMITED


- and -


NSNV, INC.
as Licensee


--------------------------
AGREEMENT
--------------------------


WATSON, FARLEY & WILLIAMS


LONDON


INDEX


CLAUSE PAGE


1 DEFINITIONS 1


2 CONDITIONS PRECEDENT 3


3 VESPA CONTINGENCY 3


4 PGS GRANT OF RIGHTS 5


5 CONSULTANCY SERVICES 5


6 PRICE AND PAYMENT CONDITIONS (LICENCE FEE) 6


7 UPLIFTS 7


8 EXCLUSIVITY 7


9 CONFIDENTIALITY 7


10 NON-SOLICITATION 8


11 TERM OF THE AGREEMENT 8


12 TERMINATION 8


13 CHANGE OF CONTROL 9


14 ASSIGNMENT 9


15 NOTICE 9


16 WAIVER 10


17 SEVERABILITY 10


18 ENTIRE AGREEMENT, AMENDMENTS 11


19 GOVERNING LAW, DISPUTES 11


20 RIGHTS OF THIRD PARTIES (EXCLUSION) 11


21 COUNTERPARTS 11


SCHEDULE A TERMS AND CONDITIONS FOR PROVISION OF
CONSULTANCY SERVICES 13


SCHEDULE B LIST OF GOODS AND SERVICES THAT COUNT
TOWARDS THE WORK PROGRAM AND APPLICABLE DISCOUNTS 14


SCHEDULE C THE LICENCE AGREEMENT 15


SCHEDULE D THE SOFTWARE LICENCE 16


SCHEDULE E VESPA NOTICE PARTIES 17


SCHEDULE F NORTH SEA MEGA MERGE SEISMIC DATA 18


SCHEDULE F MAP 1 19


THIS AGREEMENT is made on 16 December 2003


BETWEEN:


(1) PGS EXPLORATION (UK) LIMITED, a company duly incorporated and existing
under the laws of the United Kingdom having its Registered Office at
PGS Court, Halfway Green, Walton on Thames, Surrey, KT12 1RS, England
("PGS"); and


(2) NSNV, INC. a company incorporated and existing in the State of Texas,
United States of America, and having its offices at 1001 Fannin, Suite
1700, Houston, Texas 77002 (the "LICENSEE").


BACKGROUND


(A) Whereas Licensee wishes to license from PGS, certain data which are
owned by PGS or PGS has been granted rights to license.


(B) Whereas PGS is willing to license the data to the Licensee on terms
that part of the licensee fee will be paid on a non-cash basis, being a
present equity interest in Licensee which may be subsequently exchanged
for an equity interest in Vespa or equivalent publicly held entity (as
hereinafter described).


(C) Whereas the parties intend that PGS should not license the specified
data to other parties on a non-cash basis during the specified
exclusivity period.


(D) Whereas the Licensee is engaged in separate confidential negotiations
pursuant to which the Licensee may acquire, be acquired by or merge
with an entity referred to in the Letter of Intent by and between PGS
and Licensee dated 20 October, 2003 as Vespa or an equivalent publicly
held entity in which the Principals of Licensee (as hereinafter
defined) succeed as management of such entity ("Vespa"). With respect
to the Vespa Arrangements, it is the intent of the Parties (without
obligation) that Licensee shall negotiate and work towards the closing
of the Vespa Arrangements as more specifically described in the Letter
of Intent. Due to the confidential nature of that proposed transaction
the actual name of Vespa shall be deemed confidential and shall not be
disclosed in this agreement.


(E) Whereas the parties have agreed that should the Vespa Arrangements not
go ahead by the agreed date, PGS shall be entitled to exercise its
rights under Clause 3, which would, inter alia, terminate PGS' equity
ownership in Licensee.


IT IS HEREBY AGREED AS FOLLOWS:


1 DEFINITIONS


1.1 For the purpose of this Agreement, the following definitions shall
apply:


(a) "AFFILIATE" means any company or other entity controlled by, in control
of, or under common control with a Party hereto. For the purpose of
this definition, "control" in relation to a company or corporation
shall mean the right to exercise directly or indirectly the vote in a
general meeting of more than 50 per cent of the voting shares in such
company or corporation in issue from time to time and/or the right to
control the composition of the board of directors of such a company or
corporation;


(b) "AGREEMENT" means this agreement together with its Schedules as
amended, modified or supplemented from time to time;


(c) "AGREEMENT YEAR" means the 12 month period from the Commencement Date
or any subsequent 12 month period during the Term beginning on the
anniversary of the Commencement Date;


(d) "BONA FIDE GROUP" means a group of two or more companies or other
entities having a contractual agreement to jointly explore, lease or
develop defined geographical area(s) of exploration interest;


(e) "COMMENCEMENT DATE" means 16 December 2003;


(f) "CONSULTANT" means a Third Party (whether individual, company or other
entity) engaged by Licensee to, interpret, reprocess or make other
technical studies of the Data;


(g) "CONSULTANCY SERVICES" means the consultancy services supplied by PGS
to the Licensee under the terms of the "Consultancy Services Agreement"
at Schedule A;


(h) "DATA" means proprietary geophysical and/or geological information,
known as the North Sea Mega Merge Seismic Data over the geographical
area defined in Schedule F including but not limited to the seismic
data, the interpretation thereof together with any such information
regarding concepts or leads identified during the course of the
interpretation;


(i) "GROUP MEMBER" means a company being member of a Bona Fide Group;


(j) "LICENCE AGREEMENT" means the Licence Agreement together with its
appendices at Schedule C;


(k) "LICENCE FEE" means the cash and non-cash consideration payable by the
Licensee under the terms of this Agreement;


(l) "MAN MONTH" means 22 working days of seven hours of an individual
contractor or employee;


(m) "NSNV STOCK" means the shares in the common stock of the Licensee to be
issued to PGS under Clause 6.1(c);


(n) "PARTY" means each of the parties to the Agreement;


(o) "PGS EXPLORATION" means PGS Exploration (UK) Limited;


(p) "PGS GROUP COMPANY" means any of PGS Exploration, any holding company
of PGS Exploration, and any subsidiary of such holding company; and,
`subsidiary' and `holding company' shall have the meanings given to
them by sections 736 and 736 A of the Companies Act 1985;


(q) "PGS PROPRIETARY DATA" means that part of the Data owned by PGS or its
Affiliates (not open file or brokered data);


(r) "PGS RESERVOIR" means PGS Reservoir Consultants (UK) Limited;


(s) "PRINCIPALS OF LICENSEE" shall mean John N. Seitz and William L.
Transier;


(t) "PROMOTE LICENCE" means a licence issued on behalf of the UK Government
which grants the holder the opportunity to assess and promote the
prospectivity of the licensed acreage for an initial two-year period
and as further defined by the UK Department of Trade and Industry;


(u) "SCHEDULE" means any schedule and its Appendices to this Agreement;


2


(v) "SOFTWARE LICENCE" means the Licence Agreement relating to the holoSeis
Software at Schedule D, and "SOFTWARE" shall have the meaning defined
in the Software Licence;


(w) "TERM" as defined in Clause 12;


(x) "THIRD PARTY" means an individual, a partnership, a company or other
entity not being a Party to the Agreement;


(y) "TRADE SECRET" means all secret processes, formulae and technical
information relating to the production and use of the Data, including
information relating to the equipment and processes used in the
production of the Data now possessed, developed or acquired by the
Licensor prior to and during the term of this Agreement;


(z) "VESPA" as defined in paragraph (D) of the background recitals;


(aa) "VESPA ARRANGEMENTS" means the proposed transaction pursuant to which
the Licensee may acquire, be acquired by or merge with Vespa or an
equivalent public entity in which the principals of Licensee succeed as
management of such entity, as more specifically described in the Letter
of Intent by and between PGS and Licensee dated October 20, 2003 and
paragraph (D) of the background recitals;


(bb) "VESPA NEGOTIATIONS" means the negotiations described in paragraph (D)
of the background recitals;


(cc) "VESPA NEGOTIATION PERIOD" means the period from Commencement Date and
ending on the date the Vespa Arrangements are fully implemented;


(dd) "WORKING DAY" means a day on which banks are open for business in
England excluding Saturdays, Sundays and Christmas Eve;


(ee) "WORK PROGRAM" means the Licensee's commitment to purchase products and
services from PGS as described in Clause 6.1(d) and 6.2.


2 CONDITIONS PRECEDENT


2.1 This Agreement is conditional upon and shall not come into effect until
the Licensee shall have executed the Licence Agreement and the Software
Licence and the Consultancy Services Agreement.


3 VESPA CONTINGENCY


3.1 The Licensee agrees to keep PGS informed of progress of the Vespa
Negotiations and shall provide PGS with such information as PGS may,
from time to time, reasonably require concerning the Vespa Negotiations
and the Vespa Arrangements, subject always to the confidentiality
obligations concerning the Vespa Negotiations and/or the Vespa
Arrangements to which the Licensee is bound.


3.2 The Licensee upon finalisation of the terms of the proposed Vespa
Arrangements but prior to their implementation shall provide the
Licensee with a complete set of documentation relating to the proposed
Vespa Arrangements (the "VESPA NOTICE"). Licensees shall
contemporaneously serve copies of the Vespa Notice on the parties
nominated by PGS listed in Schedule E.


3.3 The Licensee shall promptly notify PGS following implementation of the
Vespa Arrangements and such notice shall include details of any
differences between the Vespa Arrangements as implemented and the Vespa
Arrangements as set out in the Vespa Notice.


3


3.4 PGS shall have the option exercisable on a one time basis by notice in
writing served upon the Licensee only in the circumstances set out in
Clause 3.5 (a "PUT NOTICE") to require the Licensee to purchase from it
the NSNV Stock for the aggregate sum of USD3.8 million (the "OPTION
CONSIDERATION").


3.5 The Put Notice may be served by PGS in the following circumstances:


(a) Within ten (10) Working Days of service of the Vespa Notice on PGS
where PGS decides in its absolute discretion that the terms of the
proposed Vespa Arrangements as set out in the Vespa Notice are not
wholly satisfactory to it provided that PGS shall be entitled during
such period to notify the Licensee in writing that the Vespa
Arrangements are satisfactory to it subject to such conditions as it
may specify;


(b) Within ten (10) Working Days of the Vespa Arrangements being
implemented where PGS determines in its absolute discretion that the
Vespa Arrangements have not been implemented as set out in the Vespa
Notice or otherwise in accordance with any condition notified to the
Licensee by PGS in accordance with Clause 3.5(a);


(c) At any time in the event the Licensee fails to comply with its
obligations under Clauses 3.1, 3.2, or 3.3.


(d) Within ten (10) Working Days after the period ending four months after
the Commencement Date if the Vespa Arrangements have not been finalised
to the satisfaction of PGS in its absolute discretion by the end of
such four month period.


3.6 In the event that PGS exercises its right under Clause 3.4 the Licensee
shall promptly purchase the NSNV Stock from PGS, and the Licensee shall
pay the Option Consideration in cleared funds no later than the earlier
of seven (7) days after the closing of the Vespa Arrangements or thirty
(30) days after receipt of the Put Notice.


3.7 Should the NSNV Stock no longer exist by reason of the implementation
of the Vespa Arrangements at the time PGS exercises its rights under
Clause 3.4, or at the time the purchase is to be effected, the Licensee
shall purchase the substituted equity and pay PGS the Option
Consideration in cleared funds no later than the earlier of seven (7)
days after the closing of the Vespa Arrangements or thirty (30) days
after receipt of the Put Notice.


3.8 Following the exercise by PGS of its rights under Clause 3.4 causing
the Licensee to purchase the NSNV Stock or substituted equity and
compliance by the Licensee with its obligations under Clauses 3.6 and
3.7;


(a) The Licence Agreement shall continue;


(b) The Licensee's rights and obligations in relation to the Work Program
shall cease;


(c) The exclusivity obligations of PGS as set out in Clause 8 shall cease
and PGS shall be free to license the Data on any terms;


(d) The Licensee's entitlement to discounted rates for the services as
specified in Schedule B shall cease;


(e) The Licensee's entitlement to the free Man Months and discounted rates
set out in Appendix A to the Consultancy Services Agreement shall
cease.


3.9 In the event that, following the exercise by PGS of its rights under
Clause 3.4, the Licensee fails to comply with, its obligations under
Clauses 3.6 or 3.7 and such failure continues for a period of five (5)
Working Days after written notice of such failure from PGS, the
obligations of PGS and the rights granted to Licensee under this
Agreement, including without limitation the rights granted under Clause
4.1 will automatically


4


terminate. For the avoidance of doubt and without prejudice to the
generality of the foregoing in such circumstances as aforesaid the
Licence Agreement shall automatically terminate.


4 PGS GRANT OF RIGHTS


4.1 In consideration of payment by the Licensee of the Licence Fee and due
performance of its obligations under this Agreement, PGS grants the
Licensee:


(a) the non-exclusive right to license the Data on the terms of the Licence
Agreement;


(b) the non-exclusive right of access to and the right to use the North Sea
Digital Atlas on the terms of the Licence Agreement;


(c) the non-exclusive right of access to and the right to use other data
associated with the Data which the Licensee has requested and PGS has
agreed to supply on the terms of the Licence Agreement at the
discounted rates set out in Schedule B;


(d) the non-exclusive right of access to and the right to use the holoSeis
Software subject to the terms of the Software Licence.


5 CONSULTANCY SERVICES


5.1 At any time during the Term, the Licensee may request that PGS provides
the Licensee with certain Consultancy Services relating to the Data.


5.2 The provision of the Consultancy Services shall be the subject of a
separate contract between the Licensee and PGS a copy of which is set
out in Schedule A. PGS shall not be obliged to provide the Consultancy
Services unless and until Licensee has entered into the Consultancy
Services Agreement.


5.3 PGS shall procure the Consultancy Services from PGS Reservoir, or if
such entity is no longer a part of the PGS Group, then PGS shall
subcontract the provision of those Consultancy Services to:


(a) PGS Reservoir; or


(b) A company that is a successor to all or substantially all of the
business or assets of PGS Reservoir;


(c) In the event that neither of the companies referred to in 5.3(a) and
5.3(b) are available due to reasons of insolvency, the Parties may
agree on a mutually acceptable provider, or if agreement cannot be
reached the Parties agree that they shall endeavour to find an
alternative solution approaching as near as possible the contractual
situation existing prior to the non-availability of such companies.


5.4 No payment shall be due from the Licensee in respect of the first two
(2) Man Months of Consultancy Services provided by PGS at the request
of the Licensee during the Term. For the next six (6) Man Months of
Consultancy Services, Licensee shall reimburse PGS for the actual costs
(payroll and benefits plus an allowance for software and hardware) for
providing of the Consultancy Services provided that such Services are
provided under Clause 5.3(a) or (b).


5.5 For Consultancy Services requested by the Licensee outside the scope of
Clause 5.4 the Licensee shall have the benefit of the discounted rates
set out in Schedule B for Consultancy Services provided by PGS during
the Term.


5


6 PRICE AND PAYMENT CONDITIONS (LICENCE FEE)


6.1 In consideration for the grant of rights and PGS's other obligations
under the Agreement, Licensee shall:


(a) pay, or procure the payment, to PGS the sum of USD one million
(USD1,000,000) on or before the earlier of (i) thirty (30) days after
the Commencement Date, or (ii) the date of the Vespa Notice. Payment to
be made to the PGS bank account as notified by PGS.


(b) the parties acknowledge and agree that the sum of USD one million
(USD1,000,000) paid or payable under Clause 6.1(a) is non-refundable
and is in addition to any amounts due to be paid by the Licensee under
the terms of this Agreement and may not be set off against any amounts
due to be paid by PGS to the Licensee under this Agreement and this
Clause shall apply notwithstanding the exercise by PGS of its rights
under Clause 3.4 or the termination of Licence Agreement pursuant to
Clause 3.9 or otherwise in accordance with the provisions of the
Licence Agreement and is considered by the Parties to be a reasonable
fee notwithstanding termination of this Agreement or the Licence
Agreement.


(c) within ten (10) Working Days of the Commencement Date issue to PGS with
such number of shares of the Licensee's Common Stock credited as fully
paid so that PGS holds eighteen and one-half percent (18.5%) of the
Licensee's total issued Common Stock, it being the intent of the
Parties without obligation and without prejudice to PGS's rights under
Clause 3 that in the event of consummation of the Vespa Arrangements,
the Common Stock of the Licensee issued to PGS shall be exchanged for
Common Stock of Vespa equalling approximately three and three-tenths
percent (3.3%) on a fully diluted basis of Vespa's outstanding Common
Stock on the basis outlined in the Letter of Intent;


(d) during the Term, purchase products and services routinely supplied by
companies within the PGS Group as detailed in Schedule B so that the
invoiced value (net of tax and any applicable discounts) of such sales
in any Agreement Year do not fall below the following:


Year 1 - USD 1 million
Year 2 - USD 1.5 million (USD 2.5 million in aggregate)
Year 3 - USD 2 million (USD 4.5 million in aggregate).


The products and services that count towards the Work Program are
listed in Schedule B.


6.2 The Licensee's minimum purchase obligations in each Agreement Year
shall be referred to in this Agreement as the Work Program. An amount
in cash equivalent to any shortfall in the Licensees' purchase
obligations under the Work Program shall be paid to PGS within thirty
(30) days at the end of any Agreement Year, save only that a shortfall
of up to USD one hundred thousand (USD100,000) may be carried forward
from Year 1 to Year 2. Overspend shall be credited against the
following years Work Program obligation and against the USD four and a
half million (USD4,500,000) aggregate Work Program commitments.


6.3 To the extent that terms governing PGS's brokerage arrangements alter
during the Term so that PGS is no longer liable to pay brokerage fees
to third parties that it would otherwise have been liable to pay in
respect of Data licensed under this Agreement had the terms of the
brokerage arrangements remained unchanged, the Work Program shall be
reduced by an amount equivalent to the saving in brokerage payments
that would otherwise have been payable subject to a maximum total
reduction to the Work Program under this Clause of USD one hundred and
fifty thousand (USD150,000).


6


6.4 The terms of payment and definitions of the discounts and, or
preferential terms Licensee shall enjoy during the Term of the
Agreement for products and services purchased as part of the Work
Program are set out in Schedule B.


7 UPLIFTS


7.1 Uplift payments will be paid by the Licensee to PGS in addition to the
Licensee Fee in accordance with the terms of the Licence Agreement.


8 EXCLUSIVITY


8.1 The Parties have agreed that for the duration of the Exclusivity
Periods set out below, PGS will not licence all or part of the Data to
any third party in circumstances where the payment of all or part of
the Licence Fee is on a non-cash basis. This shall not prevent PGS from
licensing the Data to its Affiliates for as long as those companies
remain Affiliates of PGS.


8.2 Clause 8.1 shall not prevent or restrict PGS from licensing the Data on
a cash basis. Third parties wishing to license the Data through "cash
only" transactions may continue to do so on ordinary and customary
terms and conditions consistent with PGS's prior practices including a
deferred cash basis.


8.3 Licensee may consent to PGS licensing the Data to third parties on a
non cash basis during the Exclusivity Period but this will be at the
sole discretion of the Licensee.


8.4 The Exclusivity Periods are as follows:


(a) UK Data: two (2) years from date of the Commencement Date;


(b) Norway Data: three (3) years from date of the Commencement Date.


8.5 The exclusivity periods in this Clause 8 shall cease to apply if PGS
exercises its rights under Clause 3.


8.6 The exclusivity restrictions in this Clause 8 shall not apply to
licensing by PGS or its affiliates of PGS Proprietary Data only.


9 CONFIDENTIALITY


9.1 The Parties agree that neither PGS nor Licensee or their respective
employees, agents, Consultants and advisors, will disclose in any
manner or form, the terms or conditions of this Agreement to any third
party, without first obtaining the prior written consent of the other
Party except as expressly authorised under the terms of this Agreement.


9.2 The Parties agree and shall undertake that any and all information
including that received by either Party in connection with this
Agreement, including any Data received by the Licensee however acquired
in whatever form, whether prior to the date of signature or otherwise,
shall be treated as confidential and the Parties shall not disclose all
or part of it to any third party without the express written consent of
the other Party. This shall not restrict the Licensee using and
disclosing the Data on the terms permitted by the Licence Agreeme ...