SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

ENDEAVOUR INTERNATIONAL CORPORATION

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

29259G 10 1

(CUSIP Number)

John N. Seitz
1000 Main Street, Suite 3300
Houston, Texas 77002
(713) 307-8740

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

November 1, 2006

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

     The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	John N. Seitz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	PF, 00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			7,136,200 shares of Common Stock*
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			7,136,200 shares of Common Stock
		10	SHARED DISPOSITIVE POWER WITH:
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,136,200
	shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	5.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

* Subject to a voting agreement described in Item 6.

ITEM 1. SECURITY AND ISSUER.

          This Schedule 13D relates to the Common Stock, par value $0.001 per share (“Common Stock”), of Endeavour International Corporation, a Nevada corporation (“Issuer”). The address of the principal executive office of the Issuer is 1000 Main Street, Suite 3300, Houston, Texas 77002.

ITEM 2. IDENTITY AND BACKGROUND.

          This Schedule 13D is being filed by and on behalf of John N. Seitz (the “Reporting Person”) who is a citizen of the United States of America. The business address of the Reporting Person is 1000 Main Street, Suite 3300, Houston, Texas 77002. The current principal occupation of the Reporting Person is a Director of the Issuer.

          During the last five years, the Reporting Person has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

          On February 26, 2004, the Reporting Person acquired 5,093,750 shares of Common Stock(the “Merger Shares”) in exchange for all of his shares of NSNV, Inc., a Texas corporation (“NSNV”), pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), among the Issuer (formerly known as Continental Southern Resources, Inc.), CSOR Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer (“CSOR”) and NSNV. Under the Merger, NSNV merged with and into CSOR with CSOR being the surviving corporation (the “Merger”) and shares of common stock of NSNV were converted into shares of the Issuer on the basis of 125 shares of Common Stock of the Issuer for each share of NSNV common stock owned by each of the Reporting Persons. The other terms of the Merger are set forth in the Merger Agreement, a copy of which is attached hereto as Exhibit 2 to the Joint 13D Filing referred in Item 4 below (the “Joint 13D Filing”).

          In connection with the Merger, the Reporting Person also (i) received, for no additional consideration, 500,000 shares of restricted Common Stock of the Issuer as a material inducement to accept employment with the Issuer (the “Employment Inducement Shares”) and (ii) acquired, with personal funds, 500,000 shares of Common Stock at a purchase price of $2.00 per share pursuant to the Issuer’s private placement (the “Private Placement”) of an aggregate of 25,000,000 shares of Common Stock to institutional and accredited investors (the “Private Placement Shares), through Sanders Morris Harris Inc., as placement agent.

          Following the Merger, through the date of this Schedule 13D, the Reporting Person received various grants of Common Stock from the Issuer aggregating 630,225 shares (representing 130,225 shares received in lieu of cash compensation, and 500,000 shares received under the incentive plans of the Issuer). Certain of these shares are subject to vesting restrictions as referenced below. During this same period the Reporting Person also made various purchases of Common Stock aggregating 35,267 shares and made various sales of shares of Common Stock aggregating 37,709 shares of Common Stock. The foregoing transactions are reflected in the following table:

					Shares
					Granted/			Unvested
	Grant/Purchase				Purchased/			Shares @
Transaction Description	Sale Date		Vesting Date		Sold			9/30/06
Shares in Lieu of Cash Salary		1/3/2005		1/1/2006		59,000			N/A
2004 Incentive Plan		1/3/2005		1/3 each on 1/1/2006, 1/1/2007, 1/1/2008		250,000			166,667
Shares in Lieu of Cash Salary		1/3/2006		1/3/2007		71,225			71,225
2004 Incentive Plan		1/3/2006		1/3/2009		250,000			250,000
Sale of Stock for Taxes on 1/1/06 Vesting of Shares				N/A		(39,709	)		N/A
Purchase of Shares		8/28/2006		N/A		35,267			N/A

ITEM 4. PURPOSE OF THE TRANSACTION.

          On March 8, 2004, William L. Transier and the Reporting Person, who were then each Co-Chief Executive Officers and Directors of Issuer filed a joint Schedule 13D (the “Joint 13D Filing) reflecting their acquisition of Common Stock pursuant to the Merger Agreement of Employment Inducement Shares and of Private Placement Shares, such Joint 13D filing being made in accordance with that certain Schedule 13D Joint Filing Agreement (which is attached as Exhibit 1 to the Joint 13D Filing). In September 2006, the Reporting Person withdrew from his position as an executive officer of the Issuer and William L. Transier became the sole Chief Executive of the Company. The Reporting Person continued to be a director of the Company. Accordingly, the Reporting Person and William L. Transier have elected to have separate schedule 13D’s on record with respect to their respective ownership in the Issuer. This Schedule 13D is intended to and shall (along with the separate 13D filed by William L. Transier on the same date) constitute an amendment to the Joint 13D Filing.

          The Joint 13D Filing related to the acquisition by Messrs. Transier and Seitz of the Merger Shares in connection with the Merger, the Employment Inducement Shares in connection with their employment with the Issuer and the Private Placement Shares in connection with the Private Placement. This Schedule 13D amends the Joint 13D Filing and accounts for additional shares received since the Merger

by the Reporting Person in lieu of compensation, as inducement grants, or under incentive plans of the Issuer.

          (a) The Reporting Person currently intends to continuously review his equity interest in the Issuer. Depending on the Reporting Person’s individual evaluation of the Issuer’s business and prospects, and upon future developments, the Reporting Person may, from time to time, purchase additional securities of the Issuer, dispose of all or a portion of the securities held by the Reporting Person or cease buying and selling shares of the Issuer. Any such additional purchases of securities of the Issuer may be in the open market or by privately negotiated transactions or otherwise.

          (b) Not applicable

          (c) Not applicable

          (d) In his capacity as a director of the Issuer, the Reporting Person will likely have input on director and board activities relating to the Issuer.

          (e) Not applicable

          (f) Not applicable

          (g) In his capacity as a Director of the Issuer, the Reporting Person intends to evaluate and review the adequacy of the corporate organizational documents of the Issuer. Depending on the Reporting Person’s individual evaluation of the results of this review, the Reporting Person may, from time to time, propose changes to the Issuer’s organizational documents, subject to applicable stockholder approval.

          (h) Not applicable

          (i) Not applicable

          (j) Not applicable

          In his capacity as a director of the Issuer, the Reporting Person intends to continually review the Issuer’s business strategies, developments and opportunities. While the Reporting Person, except as referred to above, has no present plan or proposals regarding any (i) extraordinary corporate transaction, (ii) sale or transfer of a material amount of the assets of the Issuer or its subsidiaries, (iii) change in the present board of directors or management of the Issuer, (iv) change in the capitalization or dividend policy of the Issuer, or (v) other material change in the Issuer’s business or corporate structure, (collectively, “Issuer Significant Events”), depending on the Reporting Person’s individual evaluation of the Issuer’s ongoing business strategies, developments and opportunities, and upon other future developments and prospects, the Reporting Person may, from time to time, propose any of such Issuer Significant Events.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

          (a) The Reporting Person beneficially owns 7,136,200 shares of Common Stock, including 416,667 shares of Common Stock underlying stock options, which represent 5.6% of the outstanding Common Stock of the Issuer.

          (b) Subject to that certain Voting Agreement described in Item 6

below, the Reporting Person has sole power to vote or direct the vote of the 7,136,200 shares of Common Stock beneficially owned by such Reporting Person and sole power to dispose or direct the disposition of such shares.

          (c) No transactions have been effected during the past sixty days by the Reporting Persons except as disclosed in Item 3 and Item 4 herein.

          (d) Not applicable

          (e) Not applicable

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
              ISSUER.

          As discussed above, the Reporting Person acquired the Merger Shares pursuant to the Merger Agreement.

          Under the terms of a Subscription Agreement dated as of February 26, 2004 (the “Subscription Agreement”), the Reporting Person purchased the Private Placement Shares. The form of Subscription Agreement executed by the Reporting Person is attached as Exhibit 4 to the Joint 13D Filing, and is hereby incorporated herein by reference.

          Under the terms of two separate Restricted Stock Agreements executed by the Reporting Person dated as of February 26, 2004 (the “Restricted Stock Agreements”), the Reporting Person was granted an aggregate of 500,000 shares of Common Stock of the Issuer. The terms of this grant are set forth in the forms of Restricted Stock Agreement executed by the Reporting Person attached as Exhibits 5 and 6 to the Joint Schedule 13D Filing.

          Under the terms of separate Nonqualified Stock Option Agreements dated as of February 26, 2004 (the “Nonqualified Stock Option Agreement”), the Reporting Person was granted 250,000 options to purchase Common Stock of the Issuer at a purchase price of $2.00 per share under the Issuer’s 2004 Incentive Plan. The terms of the option grant are set forth in the form of the Non-qualified Stock Option Agreement executed by the Reporting Person attached as Exhibit 7 to the Joint Schedule 13D Filing.

          Under the terms of a Registration Rights Agreement dated as of February 26, 2004 the “Registration Rights Agreement”), the Reporting Person was granted certain registration rights with respect to his Private Placement Shares. The form of the Registration Rights Agreement executed for the benefit of the Reported Person is attached as Exhibit 8 to the Joint 13D Filing, and is hereby incorporated herein by reference.

          Under the terms of a Nonqualified Stock Option Agreement dated as of January 3, 2005, the Reporting Person was granted 100,000 options (vesting 1/3 each on 1/1/2006, 1/1/2007 and 1/1/2008) to purchase Common Stock of the Issuer at a purchase price of $4.20 per share under the Issuer’s 2004 Incentive Plan. Also on January 3, 2005, under the terms of two separate Restricted Stock Agreements, the Reporting Person was granted 59,000 shares of Common Stock in lieu of cash compensation and 250,000 shares of Common Stock pursuant to the Issuer’s 2004 Incentive Plan.

          Under the terms of a Nonqualified Stock Option Agreement dated as of January 3, 2006, the Reporting Person was granted 50,000 options (vesting 1/3/09) to purchase Common Stock of the Issuer at a purchase price of $3.51 per share under

the Issuer’s 2004 Incentive Plan. Also on January 3, 2006, under the terms of two separate Restricted Stock Agreements, the Reporting Person was granted 71,225 shares of Common Stock in lieu of cash compensation and 250,000 shares of Common Stock pursuant to the Issuer’s 2004 Incentive Plan.

          On October 25, 2006, the Issuer issued 35,000,000 shares of its Common Stock pursuant to an underwritten offering as described in the Prospectus Supplement dated October 19, 2006 (the “October 2006 Offering”) which supplemented the Prospectus dated March 15, 2006. In connection with the October 2006 Offering, the Reporting Person entered into a Lock-up Agreement with the underwriters wherein the Reporting Person agreed, subject to certain exceptions, not to dispose of any of his shares of Common Stock for a period of 180 days.

          On November 1, 2006, the Issuer closed its acquisition of all of the outstanding shares of Talisman Expro Limited (the “Talisman Acquisition”). In connection with the Talisman Acquisition, the Issuer sold 125,000 shares of Series A Preferred Stock of the Issuer to certain investors. The subscription agreement pursuant to which the investors acquired the Series A Preferred Stock required that the Issuer seek the approval of its stockholders to issue shares of a new Series C Preferred Stock in exchange for all of the outstanding shares of the Series A Preferred Stock (the “Amex Approval Proposal”). The Series C Preferred Stock contains antidilution protection provisions which are not included in the Series A Preferred Stock. In connection with the issuance of the Series A Preferred Stock, the Reporting Person entered into that certain Voting Agreement and Irrevocable Proxy dated November 1, 2006 by and among the Reporting Person, William L. Transier, Bruce H. Stover, H. Don Teague, Lance Gilliland each being a stockholder of the Issuer and the Preferred Investors (the “Voting Agreement”) wherein the Reporting Person and other stockholders party to the Voting Agreement agreed that such stockholders, at any meeting of the stockholders of the Issuer, upon which a vote, consent or approval in respect of the Amex Approval Proposal is taken, shall vote their shares in favor of the Amex Approval Proposal. The stockholders retained the rights to vote or grant proxies to vote their shares on matters other than the Amex Approval Proposal. The Voting Agreement is attached hereto as Exhibit 1.

          In the Voting Agreement, the Reporting Person also agreed that through the third anniversary of the Full Restriction Termination Date (as defined below), the Reporting Person shall not, directly or indirectly sell, pledge, assign, transfer, encumber or otherwise dispose of (except by merger or consolidation of the Issuer), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance or other disposition of (except by merger or consolidation of the Issuer) any shares of Common Stock or Options, except as follows: (a) through the Full Restriction Termination Date, the Reporting Person may dispose of options in connection with the exercise thereof and may sell shares of Common Stock solely to the extent necessary to provide funds for payment of federal taxes to be incurred by the Reporting Person as the result of the exercise of options or vesting of unvested shares of Common Stock held by the Reporting Person, (b) after the Full Restriction Termination Date, the Reporting Person may pledge shares of Common Stock to secure bona fide borrowings by the Reporting Person (provided, that the Reporting Person retains the right to vote such pledged shares so long as such shares remain pledged and not foreclosed upon in connection with a default by the Reporting Person), (c) from the Full Restriction Termination Date through the first anniversary of the Full Restriction Termination Date, the Reporting Person may sell, transfer or otherwise dispose of (collectively, “Sell” with the words “Sale” and “Sold” having corollary meanings) shares of Common Stock, so long as us, after giving effect to any such sale, the total number of shares of Common Stock sold by the Reporting

Person after November 1, 2006 does not exceed 25% of the number of owned shares of the Reporting Person plus 25% of the acquired shares of the Reporting Person, (d) from the first anniversary of the Full Restriction Termination Date through the second anniversary of the Full Restriction Termination Date, the Reporting Person may sell shares of Common Stock, so long as, after giving effect to any such sale, the total number of shares of Common Stock sold by the Reporting Person after the date hereof does not exceed 50% of the number of owned shares of the Reporting Person plus 50% of the acquired shares of the Reporting Person (e) from the second anniversary of the Full Restriction Termination Date through the third anniversary of the Full Restriction Termination Date, the Reporting Person may sell shares of Common Stock, so long as, after giving effect to any such sale, the total number of shares of Common Stock sold by the Reporting Person after the date hereof does not exceed 75% of the number of owned shares of the Reporting Person plus 75% of the acquired shares of the Reporting Person. The “Full Restriction Termination Date” means the later of (a) November 1, 2007 and (b) the date on which the Issuer holds its second meeting of its stockholders (whether such meeting are annual or special meetings) at which the Amex Approval Proposal is presented to and voted on by the stockholders of the Issuer.

          If the AMEX Approval Proposal is approved by the stockholders of the Issuer, the Reporting Person will no longer be subject to any restrictions on the sale of such shares.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

1. Voting Agreement and Irrevocable Proxy dated November 1, 2006

SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 28, 2006

/S/ JOHN N. SEITZ

JOHN N. SEITZ

EX-99.1

VOTING AGREEMENT AND IRREVOCABLE PROXY

          This VOTING AGREEMENT AND IRREVOCABLE PROXY (the “Agreement”), dated as of November 1, 2006, is made by and among William L. Transier, John N. Seitz, Bruce H. Stover, and H. Don Teague and Lance Gilliland (each individually, a “Stockholder” and, collectively, the “Stockholders”), and the Persons listed on Schedule A attached hereto (each such Person, an “Investor” and, collectively, the “Investors”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription and Registration Rights Agreement (as defined below).

          WHEREAS, Endeavour International Corporation, a Nevada corporation (the “Company”), the Investors and certain additional investors (the “Purchasers”), are party to a Subscription and Registration Rights Agreement, dated as of October 19, 2006 (the “Subscription and Registration Rights Agreement”), providing for the sale by the Company and the purchase by the Purchasers of 125,000 shares of Series A Preferred Stock, par value $0.001 per share, subject to the conditions set forth in the Subscription and Registration Rights Agreement;

          WHEREAS, as of the date hereof, each Stockholder beneficially owns and has the power to vote the number of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) set forth under “Owned Shares” opposite their name on Schedule B attached hereto (with respect to such Stockholder, the “Owned Shares” and, together with any securities issued or exchanged with respect to such shares of Common Stock upon any recapitalization, reclassification, merger, consolidation, stock dividend, or other transaction pursuant to which such Stockholder acquires beneficial ownership of and/or the right to vote any additional shares of Common Stock after the date hereof and prior to the termination hereof, whether by purchase, acquisition or upon exercise of options, warrants, conversion of other convertible securities or otherwise, collectively referred to herein as such Stockholder’s “Covered Shares,” with all shares of Common Stock over which such Stockholder acquires beneficial ownership and the right to vote after the date hereof being referred to herein as such Stockholder’s “Acquired Shares” ); and

          WHEREAS, it is a condition to obligation of the Purchasers to consummate the transactions contemplated by the Subscription and Registration Rights Agreement, that the Stockholders enter into this Agreement with the Investors with respect to (a) the Covered Shares and (b) certain other matters as set forth herein.

          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I.

AGREEMENT TO VOTE

          Section 1.1. Voting Agreement. The Stockholders hereby agree that during the Voting Period (as defined below), at any meeting of the stockholders of the Company, however called,

or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval is sought in respect of the Amex Approval Proposal, the Stockholders shall (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or cause to be voted) in person or by proxy, or execute a consent in respect of, the Covered Shares in favor of the Amex Approval Proposal. For the purposes of this Agreement, “Voting Period” shall mean the period commencing on the date hereof and continuing until the Termination Time (as defined in Section 4.1).

          Section 1.2. Irrevocable Proxy. In order to secure each Stockholder’s obligation under Section 1.1, each Stockholder, revoking all prior proxies, hereby appoints each Investor as its true and lawful proxy and attorney-in-fact, with the powers the Stockholder would possess if personally present and with full power of substitution, to vote, or execute consents in respect of, all of its Covered Shares as is necessary to enforce the rights of the Investors under Section 1.1 of this Agreement, whether action is taken with or without the formality of a meeting. Each Investor may exercise the irrevocable proxy granted to it hereunder at any time any Stockholder fails to comply with any provision of Section 1.1 of this Agreement. The proxies and powers granted by each Stockholder pursuant to this Section 1.2 are coupled with an interest and irrevocable for the Voting Period and are given to secure the performance of the Stockholder’s obligations to the Investors under Section 1.1 of this Agreement. Such proxies and powers will be effective until the Termination Time, at which time such proxies and powers shall terminate. Such proxies and powers shall survive the death, incompetency and disability of each Stockholder.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

          Each Stockholder hereby represents and warrants to the Investors as follows:

          Section 2.1. Authority Relative To This Agreement. Such Stockholder has the capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by the other parties hereto and, subject to any applicable provisions of state or federal law, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

          Section 2.2. No Conflict.

          (a) The execution and delivery of this Agreement by such Stockholder do not, and the performance of its obligations under this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby will not, (i) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or (ii) result

2

in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any contract to which such Stockholder is a party; except for violations, breaches or defaults that would not impair the ability of such Stockholder to perform its obligations hereunder.

          (b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of its obligations under this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court or arbitrator or any governmental entity, agency or official except for applicable requirements of the Securities and Exchange Act of 1934, as amended, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not impair the ability of such Stockholder to perform its obligations hereunder.

          Section 2.3. Ownership Of Shares. As of the date hereof, except as set forth on Schedule B hereto, such Stockholder has good and marketable title to and is the record or beneficial owner of, and has the right to vote or direct the voting of, the Owned Shares set forth opposite such Stockholder’s name on Schedule B hereto free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or other voting of the Owned Shares, including but not limited to, pledges or security interests in any of the Owned Shares in connection with a margin agreement or other similar loan or financing arrangement. Such Stockholder has the right as of the date hereof to vote all Owned Shares noted as pledged on Schedule B and will have the right to vote such shares so long as such shares remain pledged and not foreclosed upon in connection with a default by the Stockholder. As of the date hereof, except as set forth on Schedule B hereto, such Stockholder holds options to purchase the number of shares of Common Stock (“Options”) as set forth opposite such Stockholder’s name on Schedule B hereto. As of the date hereof, no proceedings are pending which, if adversely determined, will have a material adverse effect on any ability to vote or dispose of any of the Covered Shares. Since the date of the Subscription and Registration Rights Agreement, the Stockholder has not taken any action which if taken after the date of this Agreement and before the Full Restriction Termination Date would violate Section 3.1 or 3.2.

          Section 2.4. Stockholder Has Adequate Information. Such Stockholder is a sophisticated investor with respect to the Covered Shares and has independently and without reliance upon any Investor and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that no Investor has made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement.

          Section 2.5. No Setoff. To the knowledge of such Stockholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Covered Shares or affect the validity or enforceability of the Covered Shares.

          Section 2.6. No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III, such Stockholder makes no express or

3

implied representation or warranty with respect to such Stockholder, the Covered Shares, or otherwise.

ARTICLE III.

COVENANTS OF THE STOCKHOLDERS

          Each Stockholder hereby covenants and agrees as follows:

          Section 3.1. No Voting Agreements. From the date hereof through the Termination Time, such Stockholder shall not, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Covered Shares that could impair the Stockholder’s ability to comply with its obligations hereunder.

          Section 3.2. Transfer Restrictions. From the date hereof through the third anniversary of the Full Restriction Termination Date, such Stockholder shall not, directly or indirectly sell, pledge, assign, transfer, encumber or otherwise dispose of (except by merger or consolidation of the Company), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance or other disposition of (except by merger or consolidation of the Company) any shares of Common Stock or Options, except as follows: (a) after the date hereof through the Full Restriction Termination Date, such Stockholder may dispose of Options in connection with the exercise thereof and may sell shares of Common Stock solely to the extent necessary to provide funds for payment of federal taxes to be incurred by such Stockholder as the result of the exercise of Options or vesting of unvested shares of Common Stock held by such Stockholder, (b) after the Full Restriction Termination Date, such Stockholder may pledge shares of Common Stock to secure bona fide borrowings by such Stockholder (provided, that such Stockholder retains the right to vote such pledged shares so long as such shares remain pledged and not foreclosed upon in connection with a default by the Stockholder), (c) from the Full Restriction Termination Date through the first anniversary of the Full Restriction Termination Date, such Stockholder may sell, transfer or otherwise dispose of (collectively, “Sell,” with the words “Sale” and “Sold” having corollary meanings) shares of Common Stock, so long as, after giving effect to any such Sale, the total number of shares of Common Stock Sold by such Stockholder after the date hereof does not exceed 25% of the number of Owned Shares of such Stockholder plus 25% of the Acquired Shares of such Stockholder, (d) from the first anniversary of the Full Restriction Termination Date through the second anniversary of the Full Restriction Termination Date, such Stockholder may Sell shares of Common Stock, so long as, after giving effect to any such Sale, the total number of shares of Common Stock Sold by such Stockholder after the date hereof does not exceed 50% of the number of Owned Shares of such Stockholder plus 50% of the Acquired Shares of such Stockholder, (e) from the second anniversary of the Full Restriction Termination Date through the third anniversary of the Full Restriction Termination Date, such Stockholder may Sell shares of Common Stock, so long as, after giving effect to any such Sale, the total number of shares of Common Stock Sold by such Stockholder after the date hereof does not exceed 75% of the number of Owned Shares of such Stockholder plus 75% of the Acquired Shares of such Stockholder. The “Full Restriction Termination Date” means the later of (a) the one year anniversary of the date hereof and (b) the date on which the Company holds its second meeting

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of its stockholders (whether such meetings are annual or special meetings) at which the Amex Approval Proposal is presented to and voted on by the stockholders of the Company

          Section 3.3. Public Announcement. Such Stockholder shall consult with the Investors before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein, in its capacity as a stockholder of the Company, except as may be required by law.

          Section 3.4. Additional Shares. Such Stockholder shall as promptly as practicable notify the Investors of the number of any new Covered Shares acquired by such Stockholder, if any, after the date hereof. Any such shares shall be subject to the terms of this Agreement as though owned by such Stockholder on the date hereof.

          Section 3.5. No Restraint on Officer or Director Action; Etc. Notwithstanding anything to the contrary herein, the Investors hereby acknowledge and agree that no provision in this Agreement shall limit or otherwise restrict any Stockholder with respect to any act or omission that any such Stockholder may undertake or authorize in his or her capacity as a director or officer of the Company or any Subsidiary thereof, including any vote that such individual may make as a director of the Company with respect to any matter presented to the board of directors of the Company. The agreements set forth herein shall in no way restrict any such director or officer in the exercise of his or her duties as a director or officer of the Company or any Subsidiary thereof. Each Stockholder has executed this Agreement solely in his or her capacity as the record and/or beneficial owner of his or her Covered Shares and no action taken by such Stockholder in his or her capacity as a director or officer of the Company or any Subsidiary thereof shall be deemed to constitute a breach of any provision of this Agreement.

          Section 3.6. Limited Proxy. Each Stockholder will retain at all times the right to vote or grant proxies to vote such Stockholder’s Covered Shares, in such Stockholder’s sole discretion, on all matters other than those set forth in Section 1.1 which are at any time or from time to time presented to the Company’s shareholders generally.

ARTICLE IV.

MISCELLANEOUS

          Section 4.1. Termination. This Agreement and all of its provisions shall terminate immediately after the time at which the Amex Approval Proposal has been duly and irrevocably approved and adopted by the requisite vote of the stockholders of the Company as required under the rules of the American Stock Exchange (the “Termination Time”), except that the provisions of Article IV shall survive any such termination.

          Section 4.2. Survival of Representations and Warranties. The respective representations and warranties of the Stockholders and the Investors contained herein shall not be deemed waived or otherwise affected by any investigation made by the other party hereto. The representations and warranties contained herein shall expire with, and be terminated and extinguished upon, termination of this Agreement pursuant to Section 4.1, and thereafter no

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party hereto shall be under any liability whatsoever with respect to any such representation or warranty.

          Section 4.3. Fees And Expenses. Except as otherwise provided herein or as set forth in the Subscription and Registration Rights Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

          Section 4.4. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (a) on the date of delivery if delivered personally, (b) on the first business day following the date of dispatch if delivered by a nationally recognized next-day courier service, (c) on the fifth business day following the date of mailing if delivered by registered or certified mail (postage prepaid, return receipt requested) or (d) if sent by facsimile transmission, when transmitted and receipt is confirmed. All notices hereunder shall be delivered to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4.4):

(a) if to the Stockholders, to the following address:

Endeavour International Corporation
1000 Main Street, Suite 3300
Houston, Texas 77002
Attn: General Counsel

(b) if to the Investors, to the address set forth on the signature page hereto, with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attn: Peter S. Golden, Esq. And Philip Richter, Esq.
Fax: (212) 859-4000

(c) or at such other address as any party shall have specified by notice in writing to the others.

          Section 4.5. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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          Section 4.6. Entire Agreement; Assignment. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that an Investor may assign all or a portion of its rights and delegate all or a portion of its obligations hereunder to (a) one or more of its Affiliates, or (b) any Person to which it transfers Shares. This Agreement is not assignable by any Stockholder nor may any obligations hereunder be delegated by any Stockholder.

          Section 4.7. Amendment. this Agreement may not be modified, amended, waived or terminated except by an instrument in writing signed by the parties hereto.

          Section 4.8. Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns.

          Section 4.9. Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief.

          Section 4.10. Remedies Cumulative. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

          Section 4.11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law or any other principle that could require the application of the laws of any other jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case located in the County of New York, for any Litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any civil, criminal or administrative action, suit, claim, notice, hearing, examination, inquiry, proceeding or investigation at law or in equity or by or before any court, arbitrator or similar panel, governmental instrumentality or other agency (“Litigation”) relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement, or such other address as may be given by one or more parties to the other parties in accordance with the notice provisions of Section 4.4, shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the

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transactions contemplated hereby in the courts of the State of New York or the United States of America, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Litigation brought in any such court has been brought in an inconvenient forum.

          Section 4.12. Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor hereunder. The decision of each Investor to enter into this Agreement has been made by such Investor independently of any other Investor and independently of any information, materials, statements or opinions as to the business, financial condition, results of operations, assets properties, liabilities, or prospects of the Company which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring its investment hereunder. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.

          Section 4.13. Independent Nature of Stockholders’ Obligations and Rights. The obligations of each Stockholder hereunder are several and not joint with the obligations of any other Stockholder, and no Stockholder shall be responsible in any way for the performance of the obligations of any other Stockholder hereunder. The decision of each Stockholder to enter into this Agreement has been made by such Stockholder independently of any other. Nothing contained herein, and no action taken by any Stockholder pursuant thereto, shall be deemed to constitute the Stockholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Stockholders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. Each Stockholder acknowledges that no other Stockholder has acted as agent for such Stockholder in connection with this Agreement and that no other Stockholder will be acting as agent of such Stockholder in connection with this Agreement.

          Section 4.14. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

          Section 4.15. Interpretation. The headings contained in this Agreement, in any Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Except when the context requires otherwise, any reference in

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this Agreement to any Section, clause, or Schedule shall be to the Sections and clauses of, and Schedules to, this Agreement. The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.” Any reference to the masculine, feminine or neuter gender shall include such other genders and any reference to the singular or plural shall include the other, in each case unless the context otherwise requires. All Schedules attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. When a reference is made in this Agreement to a Section or Schedule, such reference shall be to a Section of, or Schedule to, this Agreement unless otherwise indicated.

[SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, the Investors and the Stockholders have caused this Agreement to be duly executed on the date hereof.

INVESTORS:

/s/ GOLDMAN, SACHS & CO., on behalf of its
Principal Strategies Group

/s/ KINGS ROAD INVESTMENTS LTD.
By:	Polygon Investment Partners LP, its
	investment manager

/s/ TPG — AXON PARTNERS, LP

By: TPG-Axon Partners GP, LP

/s/ TPG — AXON PARTNERS (Offshore), LTD.

STOCKHOLDERS:

/s/ William L. Transier

/s/ John N. Seitz

/s/ Bruce H. Stover

/s/ H. Don Teague

/s/ Lance Gilliland

Schedule A

Investors

Goldman, Sachs & Co.

Kings Road Investments Ltd.

TPG – Axon Partners, LP

TPG – Axon Partners (Offshore), Ltd.

Schedule B

				Options to Purchase Common
Stockholder	Owned Shares			Stock
William L. Transier		6,600,134	(1)		625,000	(1)
John N. Seitz		6,719,533	(1)(5)		625,000	(1)
Bruce H. Stover		991,135	(2)(6)		550,000	(2)
H. Don Teague		542,826	(3)		375,000	(3)
Lance Gilliland		521,193	(4)		500,000	(4)

(1)	Shares of common stock include 571,225 shares of unvested restricted stock and options to purchase common stock include 375,000 unvested options.
(2)	Shares of common stock include 383,191 shares of unvested restricted stock and options to purchase common stock include 250,000 unvested options.
(3)	Shares of common stock include 326,068 shares of unvested restricted stock and options to purchase common stock include 183,333 unvested options.
(4)	Shares of common stock include 383,285 shares of unvested restricted stock and options to purchase common stock include 366,667 unvested options.
(5)	shares of common stock have been pledged to                      in connection with                     .
(6)	shares of common stock have been pledged to                      in connection with                     .