Technical Services Agreement

TECHNICAL SERVICES AGREEMENT, dated as of January ___, 1993, between LANDMARK GRAPHICS CORPORATION, with an office at 15150 Memorial Drive, Houston, Texas 77079-4304 ("Landmark"), and NOVERA ENERGY INC., with an office at 16001 Park Ten Place, Suite 200, Houston, Texas 77084-5120 (the "Company").


W I T N E S S E T H :


Concurrently herewith, Landmark and the Company are entering into a Preferred Stock Purchase Agreement pursuant to which Landmark is acquiring stock in the Company, agreeing to make certain bank guarantees on behalf of the Company and delivering certain hardware and software to the Company.


The parties desire to enter into a mutually beneficial relationship involving the license and use by the Company of software of Landmark in connection with oil and gas exploration and drilling in which the Company intends to become engaged.


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, Landmark and the Company hereby agree as follows:


1. LICENSES OF SOFTWARE. Landmark agrees to furnish to the Company, at the request of the Company, and at mutually agreed on prices and terms, licenses to use Landmark software as soon as such software is made available to Landmark customers. Landmark also agrees to make any improvements or enhancements to such licensed software products available to the Company as soon as such software products are ready for release at mutually agreed on prices.


2. ALPHA TEST SITE. Landmark and the Company agree that from time to time, at mutually agreeable times and places and on mutually agreed conditions, Landmark will enhance or modify existing Landmark software or develop new software to be used in oil and gas exploration, as proposed in writing by the Company, on the agreement of the Company to act as an alpha test site for such software and to license and pay for such software if such software performs in accordance with mutually agreed upon specifications.


3. INFORMATION FROM THE COMPANY. During normal use by the Company of Landmark licensed software, the Company may become aware of information resulting from the use of such software which may lead to improvements or enhancements of Landmark software or to the development of new Landmark products usable by the Company or by other Landmark customers. The Company agrees to use its reasonable efforts to transmit such information to the Landmark Liaison (as hereinafter defined).


4. LANDMARK REPRESENTATIVE. Landmark hereby appoints James A. Downing, II (the "Landmark Liaison") to act as the liaison between Landmark and the Company to implement this Agreement, to assist in the flow of information between the parties and to attempt to assure the progress of endeavors of the parties as set forth in this Agreement (the "Project").


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