RIDER No. 1 TO THE CONTRACT FOR EXPLORATION AND PRODUCTION SHARING ETAME No. G4-160.

Exhibit 10.2

RIDER No. 1 TO THE CONTRACT

FOR EXPLORATION AND PRODUCTION SHARING ETAME No. G4-160.

BETWEEN:

VAALCO GABON (ETAME), INC., a company constituted under the current law in the State of Delaware, United States of America, headquartered in Houston, Texas, 77027, United States of America, 4600 Post Oak Place, Suite 309, represented by Virgil WALSTON, with all powers for this instrument,

AND

THE STATE OF GABON, represented by Paul TOUNGUI, State Minister, Minister of Mines, Energy, Oil and Hydraulic Resources.

Hereinafter the “Parties”

RECITALS:

CONSEQUENTLY, IT HAS BEEN AGREED AS FOLLOWS:

Article 1:

Article 3.3 of the Contract for Exploration and Production Sharing (“the MARIN CEPP ETAME No. G4-160”) is replaced by this Article and Articles 2 and 3 of the Rider.

This Article now has the following language:

“If the Contractor, during the second period, extended if applicable pursuant to Article 3.2, met its obligations arising from the Contract, in particular the commitments for the work defined in Article 4, the Exclusive Exploration Authorization is renewed at its request for a third period of three Contractual Years.

The third period may also be extended by three months as a maximum for the same reasons and under the same conditions as indicated in Article 3.2.

The Contractor must submit its renewal request for the third period at least thirty days before the expiration of the second. The renewal is granted by decisions of the Minister of Hydrocarbons.”

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Article 2:

If, during the third period, extended if applicable, pursuant to Article 1 of the Rider, the Contractor met its obligations arising from the Contract, especially the commitments for the work defined in Article 5 of this Rider, at its request, the Exclusive Exploration Authorization is renewed for a fourth period of two (2) Contractual Years on an area of the Delimited Zone, reduced by fifty percent (50%) of the remaining area.

The area so released must be simple is shape and limited by terrestrial parallels and meridians.

The fourth period may also be extended by three months as a maximum for the same reasons and under the same conditions as indicated above.

Article 3:

If, at the end of any period, the Exclusive Exploration Authorization is not renewed, the Contractor must release the entire Delimited Zone, except for the Exploitation Zones or areas for which it submitted a request for Exclusive Exploitation Authorization which is pending.

Article 4:

The Delimited Zone is now that defined in Addendum 1 of the Contract for Exploration and Production Sharing (“the MARIN CEPP ETAME No. G4-160”), less the area of the MARIN ETAME Exclusive Exploitation Authorization.

Article 5:

5.1

During the third exploration period defined in Article 1 above, the Contractor must carry out at least the following work:

To carry out this Work Program under the best technical conditions generally admitted in the Hydrocarbon industry, the Contractor shall invest an amount estimated at two million US Dollars.

5.2

During the fourth exploration period defined in Article 2 above, the Contractor must carry out at least: one (1) optional well.

To carry out this Work Program under the best technical conditions generally admitted in the Hydrocarbon industry, the Contractor shall invest an amount estimated at five million US Dollars.

5.3

The drilling referred to above shall take place up to the depth of at least two thousand five hundred (2,500) meters, or until the Gamba geological formation is surveyed on at least fifty meters if it extends beyond the contractual depth. If, at 2,500 m, the formation referred to above has not been found, the Parties shall consult each other to examine whether they have an interest in continuing to drill.

Drilling is stopped at a lesser depth than initially planned if, after being executed pursuant to the rules of the art generally admitted in the Hydrocarbon industry, the stoppage is justified by one of the following reasons:

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The drilling stopped for the above reasons shall be reputed to have been done at the contractual depth, provided the reasons invoked are communicated in a timely manner to the Administration and are considered justified by latter.

5.4

The Contractor must carry out all the work planned for a considered exploration period, even if it causes it to overrun the amount estimated for this period.

However, if, for a given exploration period, the Contractor met its work commitment for an amount lower than the amount estimated for this period, it shall be deemed that it met its obligations.

The Contractor may decide not to drill the wells in the third period; in this case, it must pay an opt-out fee equal to 5 million US Dollars.

5.5

When the Administration finds that the Contractor has not met its work commitment for a given exploration period, it shall notify the latter in writing. The procedure set forth in Article 48.10 of the Contract for Exploration and Production Sharing (“the MARIN CEPP ETAME No. G4-160”) is then implemented as needed.

Article 6:

Article 21.7 of the Contract for Exploration and Production Sharing (“the MARIN CEPP ETAME No. G4-160”) is replaced by this Article and shall now have the following language:

“The Contractor contributes annually to a Hydrocarbon Support Fund created in order to assure the progress of Oil Research and Promotion. This contribution is distributed as follows:

Article 7:

In addition to the obligations referred to in Article 28 of the Contract for Exploration and Production Sharing (“the MARIN CEPP ETAME No. G4-160”), the Contractor pays to the State a signing bonus of six hundred thousand (600,000) US Dollars when signing this Rider.

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Article 8:

Article 39 of the Contract for Exploration and Production Sharing (“the MARIN CEPP ETAME No. G4-160”) is replaced by this Article and shall now have the following language:

“39.1

In addition to the obligation set forth in Article 38, the Contractor is now obligated to contribute to the training of other Gabon citizens designated by the Administration, dedicating for this training throughout the term of the Contract:

The contributions defined in paragraphs (a) and (b) above are used:

The amounts established in this Article are managed by the Contractor and must be used exclusively for the training of Gabon citizens designated by the General Department of Hydrocarbons. At the expiration of the Exclusive Exploitation Authorization or at the end of the exploitation period of the deposit, the Contractor shall pay the amounts mentioned above to the Administration “prorata temporis.”

39.2

The contributions referred to in this Article are included in the Petroleum Costs.

Article 8 [sic]:

All other provisions of the Contract for Exploration and Production Sharing (“MARIN CEPP ETAME No. G4-160”) not amended under the Articles of this Rider remain unchanged.

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Article 9:

This Rider to the Contract for Exploration and Production Sharing (“MARIN CEPP ETAME No. G4-160”) shall enter in effect as of the date of its signing by the Parties, with retroactive effect as of July 7, 2001.

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