Earnout Agreement, Dated November 7, 2006

EARNOUT AGREEMENT

This Earnout Agreement (" Agreement" ) is entered into this 7th day of November, 2006, by and among Halliburton West Africa, Ltd., a Cayman limited company (" HWAL" ), Halliburton Energy Services Nigeria Limited, a Nigerian corporation (" HESNL" and together with HWAL, " Seller" ) and Hercules Oilfield Services Ltd., a Cayman limited company (" Buyer" ). RECITALS

A. Pursuant to an Asset Purchase Agreement dated as of the date hereof (the " Asset Purchase Agreement" ), Seller has this date sold to Buyer the Business (as defined in the Asset Purchase Agreement).

B. The Asset Purchase Agreement provides that a portion of the purchase price is to be calculated and paid as an earnout based upon Buyer' s EBITDA (as hereinafter defined) from the Covered Business over the Term (hereinafter defined).

C. Seller and Buyer have agreed that determination and payment of the earnout contemplated by the Purchase Agreement is to be in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the respective covenants and provisions herein contained, Seller and Buyer agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, capitalized terms used in this Agreement have the meanings specified in the Assets Purchase Agreement, and the terms listed below have the following meanings.

1.1 Covered Business. (a) Subject to Section 1.1(b), for purposes of this Agreement, " Covered Business" means (i) the Business and (ii) Buyer' s business in West Africa, which consists of four vessels as operated by Buyer immediately prior to the Closing Date; but the Covered Business excludes any Unavailable Assets. " West Africa" means the following countries which are located in the western part of Africa: Nigeria, Angola, Ghana, the Ivory Coast, Congo, Gabon, Equatorial Guinea, Cameroon, Benin, Togo, and Sao Tome & Principe. (b) In the event that an asset, business or entity (" Additional Business" ) is purchased or acquired by the Covered Business subsequent to the date hereof or is otherwise combined with the Covered Business, then the Covered Business shall be deemed to include the Additional Business, and any Earnout Payments accruing after the acquisition of the Additional Business shall be adjusted as provided in Section 2.2(b)(2). The Buyer' s purchase of the five vessels owned by Meridien Maritime & Offshore Services Limited, and presently chartered by Seller under the Charter Party dated April 30, 2002, shall not be considered Additional Business for the purpose of this Agreement because Buyer' s operation of these five vessels after the Closing Date shall already be considered part of the Covered Business for purposes of calculating the Earnout Payments.

(c) In the event that an asset is lost or destroyed by Force Majeure, then any Earnout Payments accruing after such loss shall be adjusted as provided in Section 2.2(b)(3).

(d) In the event that an asset is removed or transferred away from the Covered Business and is no longer operated in West Africa (a " Removed Business" ), in the sole discretion of Buyer, then the Covered Business shall be deemed to exclude any such Removed Business, and any Earnout Payments accruing after such loss shall be adjusted as provided in Section 2.2(b)(3).

1.2 Annual Payment Rate. Twenty-five (25%) percent.

1.3 Maximum Payment.

In no event shall Buyer be required to pay an aggregate amount in excess of $10,000,000 cumulatively over the Term of the Agreement.

1.4 EBITDA.

As defined in Article III.

1.5 Term.

The period commencing on the first day of the month following the Closing Date (the " Commencement Date" ) and continuing until the last day of the month preceding the third anniversary of the Commencement Date (the " Termination Date" ).

ARTICLE II

EARNOUT PAYMENT

2.1 Nature of Earnout Payment. Annually, Buyer shall pay to Seller an amount (" Earnout Payment" ) equal to the Annual Payment Rate multiplied by the excess, if any, of EBITDA for the Covered Business during each Payment Period (as defined in Section 2.2(a)) that is in excess of the target amount of EBITDA (" Hurdle EBITDA" ), which shall be subject to adjustment as provided in Section 2.2(b). The Earnout Payment will be paid to Seller within ninety (90) days after the net amount of EBITDA has been determined for a Payment Period.

2.2 Period for Payment and Hurdle EBITDA.

(a) The periods for calculation and payment of the Earnout Payment shall be three consecutive 12-month periods commencing on the Commencement Date and ending on the Termination Date (each such period, a " Payment Period" ). The Hurdle EBITDA for each Payment Period shall be $19,000,000, subject to adjustment in accordance with Section 2.2(b).

(b) The Hurdle EBITDA shall be subject to adjustment for each Payment Period as follows:

(1) The Hurdle EBITDA will be increased by the amount of any Non-Forecasted Expenditures (as such term is defined, below) incurred during the Payment Period;

(2) The Hurdle EBITDA will be increased by the amount of EBITDA to be generated by committed contracts of any Additional Business during such Payment Period and the Forecasted Expenditures shall likewise be increased for each Payment Per ...