ANGLO-AFRICAN ENERGY, INC.
TRANS-DOMINION HOLDINGS LIMITED
THIS AGREEMENT is made and entered into as of this 1st day of August, 2000 ("Effective Date") by and
between Anglo-African Energy, Inc., a corporation organized and existing under the laws of Delaware ("AAE")
and Trans-Dominion Holdings Limited, a corporation organized and existing under the laws of the Island of
Jersey, Channel Islands, United Kingdom ("TDH"). AAE and TDH are individually referred to as "Party" and
collectively as the "Parties".
WHEREAS, AAE and its Affiliates hold seventy-five percent (75%) and TDH holds twenty-five percent (25%)
of the issued and outstanding common stock ("TED Shares") of Trinidad Exploration and Development Ltd.
WHEREAS, the Parties to this Agreement, together with those persons or entities who shall acquire TED Shares
after the date hereof and agree to be bound by the terms hereof, desire to define their respective rights and
obligations as shareholders in TED.
NOW THEREFORE, in consideration of the foregoing and of the mutual premises, covenants and agreements
contained herein, the parties hereto agree as follows:
Article 1. Definitions
As used in this Agreement, the terms described below shall have the following meanings:
1.1 Affiliate means a company, partnership or other legal entity which controls, or is controlled by or which is
controlled by an entity which controls, a Party. Control means the ownership directly or indirectly of more than
fifty (50) percent of the voting rights in a company, partnership or legal entity.
1.2 Agreed Interest Rate means interest compounded on a monthly basis, at the rate per annum equal to the one
(1) month term, London Interbank Offered Rate (LIBOR rate) for U.S. dollar deposits, as published by The
Wall Street Journal or if not published, then by the Financial Times of London, plus five (5) percentage points,
the first Business Day prior to the due date of payme