<PAGE>   1
                                                                   EXHIBIT 10.23

                                                           CONTRACT NO. 86-C-414



                                   EL FURRIAL
                       GAS COMPRESSION SERVICES CONTRACT





                                    BETWEEN

                                 LAGOVEN, S.A.

                                      AND

         WILLIAMS INTERNATIONAL COMPANY AND PRODUCTION OPERATORS, INC.









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                                                           CONTRACT NO. 86-C-414





                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                            DESCRIPTION                                                                        PAGE
------                            -----------                                                                        ----
<S>                               <C>                                                                                <C>
1  ONE                            DEFINITIONS                                                                          06
2  TWO                            PURPOSE OF THE CONTRACT                                                              09
3  THREE                          DURATION                                                                             11
4  FOUR                           OBLIGATIONS AND GUARANTEES OF
                                  OPERATOR                                                                             13
5  FIVE                           OBLIGATIONS OF LAGOVEN                                                               19
6  SIX                            SAFETY AND HEALTH STANDARDS                                                          20
7  SEVEN                          TECHNICAL INFORMATION                                                                23
8  EIGHT                          PERMITS                                                                              25
9  NINE                           FIRES AND OTHER EMERGENCIES                                                          26
10  TEN                           START OF SERVICE                                                                     26
11  ELEVEN                        METERING                                                                             28
12  TWELVE                        RATE AND ADJUSTMENTS                                                                 31
13  THIRTEEN                      PRICE OF UTILITIES                                                                   34
14  FOURTEEN                      RECOGNITION OF INVESTMENTS                                                           35
15  FIFTEEN                       BONUS AND PENALTY                                                                    36
16  SIXTEEN                       FORM OF PAYMENT                                                                      36
17  SEVENTEEN                     ACCOUNTING                                                                           38
18  EIGHTEEN                      AUDITING                                                                             39
19  NINETEEN                      LIABILITY FOR DAMAGES                                                                40
20  TWENTY                        BONDS AND INSURANCE                                                                  41
21  TWENTY ONE                    APPLICABLE LAW                                                                       45
22  TWENTY TWO                    MECHANISMS FOR RESOLVING
                                  DISPUTES                                                                             45
23  TWENTY THREE                  PATENTS, TRADEMARKS, LICENSES
                                  AND COPYRIGHTS                                                                       48
</TABLE>


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                                                           CONTRACT NO. 86-C-414





                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                            DESCRIPTION                                                                        PAGE
------                            -----------                                                                        ----
<S>                               <C>                                                                                <C>
24  TWENTY FOUR                   CONFIDENTIALITY                                                                      49
25  TWENTY FIVE                   FORCE MAJEURE OR ACT OF GOD                                                          50
26  TWENTY SIX                    ASSIGNMENT AND TRANSFER OF
                                  THE CONTRACT                                                                         53
27  TWENTY SEVEN                  CONFLICT OF INTEREST                                                                 54
28  TWENTY EIGHT                  HIRING OF PERSONNEL                                                                  56
29  TWENTY NINE                   TERMINATION FOR NONCOMPLIANCE                                                        56
30  THIRTY                        REPRESENTATIVES, ANNOUNCEMENTS
                                  AND NOTIFICATIONS                                                                    58
31  THIRTY ONE                    TAXES, FEES AND CONTRIBUTIONS                                                        59
32  THIRTY TWO                    LEGAL ATTACHMENTS                                                                    60
33  THIRTY THREE                  RATE ADJUSTMENTS                                                                     61
34  THIRTY FOUR                   INTEGRAL CONTRACT, WAIVERS AND
                                  MODIFICATIONS                                                                        61
35  THIRTY FIVE                   LANGUAGES AND COPIES                                                                 62
</TABLE>


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                                                           CONTRACT NO. 86-C-414





                                  ATTACHMENTS

ATTACHMENT A                  PERFORMANCE BOND LETTER OF CREDIT

ATTACHMENT B                  FORMULA FOR INCREASES

ATTACHMENT C                  TERMS OF PAYMENT, BONUS AND PENALTY
                              - PRICE OF THE CONTRACT.

ATTACHMENT C-1                TERMS OF PAYMENT, BONUS AND PENALTY
                              - HIGH PRESSURE SYSTEM.

ATTACHMENT C-2                TERMS OF PAYMENT, BONUS AND PENALTY
                              - MEDIUM PRESSURE SYSTEM.

ATTACHMENT D-1                TECHNICAL SPECIFICATIONS
                              - HIGH PRESSURE SYSTEM

ATTACHMENT D-2                TECHNICAL SPECIFICATIONS
                              - MEDIUM PRESSURE SYSTEM

ATTACHMENT E                  CONFIDENTIALITY AGREEMENT

ATTACHMENT F                  PERFORMANCE BOND LETTER FROM THE
                              WILLIAMS COMPANIES AND PRODUCTION OPERATORS
                              CORPORATION

ATTACHMENT G                  TECHNICAL PROPOSAL.


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                                                           CONTRACT NO. 86-C-414





                      EL FURRIAL GAS COMPRESSION SERVICES


Between LAGOVEN, S.A., affiliate of Petr--leos de Venezuela, S.A., domiciled in
Caracas, constituted by document recorded in the First Government Registry of
Commercial Affairs in the Judicial Circuit of the Federal District and State of
Miranda on 18 December 1975 under No. 56, Volume 116-A and published in the
Municipal Gazette of the Federal District No. 14816 on 20 December 1975,
hereinafter called LAGOVEN, represented herein by Peter Pagazani, domiciled in
Caracas and holder of Identification Certificate No. 1.753.884, acting under
power of attorney granted by LAGOVEN, S.A.  authenticated before Notary Public
Office Number Sixteen in Caracas, on February 1st, 1995, recorded under Number
52, Volume 07, of the books of authentications and recorded in the Government
Registry of Commercial Affairs of the Judicial Circuit of the Federal District
and State of Miranda, on March 1st, 1995, recorded under Number 36, Volume
2-C-SGDO, for one part and for the other Williams International Company,
affiliate of The Williams Companies, incorporated and existing under the laws
of the State of Delaware and domiciled in Tulsa, Oklahoma, United States of
North America, represented herein by Randall Lee Barnard, a United States
citizen and holder of passport No. 131482551, domiciled in the city of Tulsa,
Oklahoma, acting under power of attorney granted by Williams International
Company, authenticated before Notary Public of the State of Oklahoma and
certified by the Consulate of Venezuela in the city of Houston, Texas; and
Production Operators Incorporated, affiliate of Production Operators
Corporation and incorporated and existing under the laws of the State of
Florida and domiciled in the city of Houston, Texas, United States of North
America, represented herein by Brian Anthony Matusek, a United States citizen
and holder of passport No. 130481643, domiciled in the city of Houston, Texas,
acting as Vice President and duly authorized to act hereunder, hereinafter
called THE OPERATOR, an agreement has been made to enter into the contract
contained in the following clauses.


[STAMP:]
LAGOVEN, S.A.
LEGAL DEPARTMENT - CARACAS
D.B.A.
ILLEGIBLE SIGNATURE



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                                                           CONTRACT NO. 86-C-414





                      EL FURRIAL GAS COMPRESSION SERVICES


1.       CLAUSE ONE

         DEFINITIONS

         The words and terms that appear in this contract, whether written in
         plural or singular form, will have the following meaning:

1.1      START UP CERTIFICATE:  Document signed by the REPRESENTATIVES of
         LAGOVEN and THE OPERATOR, one for each Plant, indicating the start
         date of the SERVICE of each Plant.

1.2      CONTRACT YEAR:  Period of twelve (12) months that begins January 1 and
         ends the following December 31 in accordance with the Gregorian
         calendar.  Except the first CONTRACT YEAR which begins on the date of
         the START UP CERTIFICATE and ends December 31 of that year and the
         last CONTRACT YEAR which begins January 1 of the CONTRACT YEAR and
         ends on the anniversary date of the date of START UP CERTIFICATE.

1.3      CONTRACT:  The terms and conditions established in this document and
         its Attachments.

1.4      DAY:  Corresponds to the 24 hour period that begins at 12:00 am, local
         time.

1.5      DOLLARS:  Refers to United States of America Dollars.

1.6      METERING STATION:  Refers to the set of metering instruments belonging
         to THE OPERATOR which OPERATOR will construct and maintain in
         accordance with the specifications indicated in CLAUSE ELEVEN -
         METERING.

1.7      GAS:  Gas handled and compressed at the INSTALLATIONS in accordance
         with the conditions established in the TECHNICAL SPECIFICATIONS that
         comprise Attachment "D" of the CONTRACT.

1.8      INSTALLATIONS:  The infrastructure, equipment and pipeline systems
         belonging to THE OPERATOR to be designed, constructed, maintained


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                                                           CONTRACT NO. 86-C-414





         and operated by THE OPERATOR to guarantee the SERVICE on reliable
         bases including the installations for prevention and control of
         hazards.

1.9      UTILITIES:  Natural Gas and Electricity supplied directly or
         indirectly by LAGOVEN at the interconnection points specified in
         Attachment "D" TECHNICAL SPECIFICATIONS.

1.10     MONTH:  Calendar month that begins on the first day of each month.

1.11     MMSCFD:  Million standard cubic feet per DAY.

1.12     PROJECT:  Refers to the design and construction of the INSTALLATIONS.

1.13     PARTY(IES):  Individually LAGOVEN or THE OPERATOR, and both
         collectively.

1.14     PDVSA AND AFFILIATES:  PDVSA is Petr--leos de Venezuela, S.A., company
         owning one hundred percent (100%) of the stock of LAGOVEN.  AFFILIATES
         are companies in which PDVSA directly or indirectly owns at least
         fifty percent (50%) of the stock.

1.15     INITIAL PERIOD:  Corresponds to the first 20 years of SERVICE for the
         High Pressure Plant and 15 years for the Medium Pressure Plant,
         calculated from the signing of the START UP CERTIFICATE of the gas
         compression operation for each plant.

1.16     PERIOD OF SERVICE:  Is the time consisting of the INITIAL PERIOD and
         the extensions agreed upon by the PARTIES.

1.17     SERVICE CONNECTION POINT:  Points where the following connections are
         made in accordance with specifications established in Attachment "D",
         TECHNICAL SPECIFICATIONS.

         o   Electrical feed connection to High and Medium Pressure Compression
             Plants.


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                                                           CONTRACT NO. 86-C-414



         o   Firewater line from the Jusep'n area to the Medium Pressure
             Compression Plant.

         o   Points where the condensate discharge and oily water drainage from
             the Medium Pressure Plant are connected to the corresponding
             Jusep'n systems.

1.18     INTERCONNECTION POINT:  Points where the following connections are
         made in accordance with the specifications established in Attachment
         D, TECHNICAL SPECIFICATIONS.

         o   Suction pipeline of the Medium Pressure Plant to the Jusepin
             production installations.

         o   Discharge pipeline of the Medium Pressure Plant to ACOGAS Plant.

         o   ACOGAS Plant to pipeline that transports the Gas to the High
             Pressure Compression Plant.

         o   ACCRO Plant Discharge to feed pipeline of the High Pressure
             Compression Plant.

         o   MUSCAR Plant Discharge to feed pipeline of the High Pressure
             Compression Plant.

         o   Connection of gas distribution pipelines to LAGOVEN and CORPOVEN
             gas injection wells.

1.19     PPM:  Refers to parts per million.

1.20     SAFETY AND HEALTH:  Refers to all the activities related to Industrial
         Safety or Accident Prevention, Fire Prevention and Control,
         Environmental Protection and Industrial Hygiene.

1.21     REPRESENTATIVE(S):  The Person(s) designated by each PARTY in
         accordance with this CONTRACT to fulfill the



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                                                           CONTRACT NO. 86-C-414





         duties and obligations of LAGOVEN and/or THE OPERATOR, respectively.

1.22     SERVICE:  Refers to all the activities inherent to the receipt,
         compression, transportation and distribution of gas in accordance with
         the conditions and amounts specified in Attachment "D", TECHNICAL
         SPECIFICATIONS.

1.23     SITE:  Areas of land where the INSTALLATIONS will be constructed as
         indicated in Attachment "D", TECHNICAL SPECIFICATIONS.


2.       CLAUSE TWO

         PURPOSE OF THE CONTRACT

2.1      THE OPERATOR will perform the SERVICE for account of LAGOVEN, but at
         risk and cost of THE OPERATOR, it being understood that:

         2.1.1            The OPERATOR'S remuneration for the SERVICE will only
             consist of the remuneration stipulated in CLAUSE TWELVE:  RATE AND
             ADJUSTMENTS and will not include rights of ownership on the gas,
             compressed or to be compressed, or the hydrocarbons.

         2.1.2            The rights of THE OPERATOR arising from this CONTRACT
             do not include rights over the economic benefits resulting from
             LAGOVEN'S commercial activities.

         2.1.3            This CONTRACT is entered into with THE OPERATOR with
             regard to its particular conditions for which it is considered a
             personal service contract.   As a consequence of the above, THE
             OPERATOR may not merge, associate or change its stockholder
             structure or transfer the ownership of more than thirty three
             percent (33%) of its voting shares without notifying LAGOVEN in
             writing with at least (3) months notice prior


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                                                           CONTRACT NO. 86-C-414





             to the date on which any of the above mentioned situations is
             directed to take effect and must provide to LAGOVEN any
             documentation the latter requests.  The authorization of LAGOVEN
             may not be arbitrarily denied; however, if in relation to this
             CONTRACT, LAGOVEN deems it not convenient to its interests that
             any of the above referenced circumstances take place, it will so
             advise THE OPERATOR and if THE OPERATOR notwithstanding LAGOVEN'S
             objection insists on carrying out its decision, LAGOVEN may cancel
             this CONTRACT.  In this event, the provisions of CLAUSE TWENTY
             NINE - TERMINATION FOR NONCOMPLIANCE, Section 29.2 shall be
             applied.

         2.1.4            The following attachments are part of this CONTRACT:

                 ATTACHMENT A              Performance Bond Letter Of Credit

                 ATTACHMENT B              Formula For Increases

                 ATTACHMENT C              Terms Of Payment, Bonus And Penalty 
                                           - Price Of The Contract.

                 ATTACHMENT C-1            Terms Of Payment, Bonus And Penalty
                                           - High Pressure System.

                 ATTACHMENT C-2            Terms Of Payment, Bonus And Penalty
                                           - Medium Pressure System.

                 ATTACHMENT D-1            Technical Specifications
                                           - High Pressure System

                 ATTACHMENT D-2            Technical Specifications
                                           - Medium Pressure System

                 ATTACHMENT E              Confidentiality Agreement

                 ATTACHMENT F              Performance Bond Letter From The
                                           Williams Companies And Production 
                                           Operators Corporation
 
                 ATTACHMENT G              Technical Proposal.


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                                                           CONTRACT NO. 86-C-414





3.       CLAUSE THREE

         DURATION

3.1      This CONTRACT will take effect on the date it is signed and will have
         a duration of twenty (20) years calculated from the date the START UP
         CERTIFICATE is signed for the service of the High Pressure Plant, plus
         the time it takes to design and construct the INSTALLATIONS.

         However, as regards the Medium Pressure Plant, the time of operation
         that Lagoven states it requires according to the TECHNICAL
         SPECIFICATIONS, Attachment "D", is fifteen (15) years, calculated from
         the START UP CERTIFICATE corresponding to said Plant.  At the end of
         that time, there will be no obligation on Lagoven's part to receive
         SERVICE from the Medium Pressure Plant and the provisions of Section
         3.3 below will apply unless the PARTIES agree to extend the SERVICE in
         accordance with Section 3.2 of this clause.

3.2      LAGOVEN may request the extension of the CONTRACT for additional
         periods and to that end will notify THE OPERATOR in writing at least
         two (2) years prior to the termination of the INITIAL PERIOD, stating
         the duration of the requested extension.  After THE OPERATOR receives
         the notification, the parties will meet to agree on the terms and
         conditions of the extension of the CONTRACT.  Any extension agreed
         upon between the PARTIES will be in writing.

3.3      If the parties cannot reach an agreement for the extension of the
         CONTRACT, LAGOVEN with at least two (2) months prior to the expiration
         of the INITIAL PERIOD or of any of its eventual extensions, may:

         3.3.1   Request return of the SITE, in which case THE OPERATOR will
                 proceed to dismantle the INSTALLATIONS upon expiration of the
                 INITIAL PERIOD or of any of its extensions and do everything
                 necessary to return the SITE free of structures,
                 installations,



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                                                           CONTRACT NO. 86-C-414





                 machinery, equipment, waste and in the same environmental
                 conditions it was in at the time it was received.  To these
                 effects, THE OPERATOR will have a period of one hundred twenty
                 (120) days calculated from the termination of the CONTRACT.

                 For the area of each Plant, it will not be required that THE
                 OPERATOR restore the original topography and vegetation to
                 conditions prior to construction but it will be the OPERATOR'S
                 responsibility to completely withdraw all structures,
                 equipment or material, whether on the surface or below it
                 within the area of each Plant including any equipment,
                 structures and materials outside the area of same that have
                 formed an integral part of said Plant, leaving the place
                 completely cleared and clean.

                 In the case of gas pipelines outside the Plants, THE OPERATOR
                 must remove all equipment, material or surface structure that
                 forms part of or is associated with said pipelines (example:
                 vents, manifolds, pipe, valves, fences, platforms, foundation
                 slabs, etc.) leaving these areas in the same cleaned up
                 conditions as specified for the Plants, it not being necessary
                 to remove the structures located in the subsoil.

         3.3.2   Acquire all or part of the INSTALLATIONS, materials, machinery
                 and equipment utilized or destined to render the SERVICE for a
                 price that will be agreed upon among the parties.  If LAGOVEN
                 decides to acquire only part of the INSTALLATIONS and other
                 property, the provisions of Section 3.3.1 above will apply to
                 those which it does not wish to acquire.

                 Each one of the PARTIES will assume its legal costs related
                 with the sales-purchase operation.


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                                                           CONTRACT NO. 86-C-414





3.4      In the event that LAGOVEN notifies THE OPERATOR of its intent to
         acquire all or part of the INSTALLATIONS, THE OPERATOR is obligated
         to:

         3.4.1  Not make any change in the accounting practices, operation,
                maintenance, contracts and in general of any kind that might
                affect the receiving, compression and distribution of gas or
                the INSTALLATIONS.

         3.4.2  Take all reasonably necessary and appropriate actions to
                preserve and protect the value and usefulness of all the assets
                belonging to THE OPERATOR necessary to completely fulfill the
                obligations of THE OPERATOR specified in this CONTRACT.

         3.4.3  Not execute or omit any action or permit any action to be
                executed or omitted which may cause an infraction or violation
                of THE OPERATOR on any contract for goods or services, or
                supply of materials, or on third parties and which could affect
                any of the properties or assets of THE OPERATOR.

4.       CLAUSE FOUR
         OBLIGATIONS AND GUARANTEES OF OPERATOR

4.1      THE OPERATOR will develop and carry out under its entire and exclusive
         responsibility all the activities necessary to provide the SERVICE on
         the terms established in the CONTRACT and in accordance with terms and
         conditions of its proposal dated September 17, 1996, and the
         subsequent technical clarifications contained in documents
         POI-WIC/IGAS-P-026 / 027 / 028 / 029 / 030 / 031 / 032 and 033, all of
         which is part of Attachment G of this CONTRACT.

         The INSTALLATIONS to be executed by THE OPERATOR are the ones defined
         in its technical proposal dated September 17, 1996 as GAS


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                                                           CONTRACT NO. 86-C-414





         AND ELECTRIC DRIVERS ALTERNATE CASE for the High Pressure Plant and
         HIGH SPEED OPTION for the Medium Pressure Plant.

4.2      In the event of noncompliance with the provisions stipulated in the
         above section, LAGOVEN will have the option of cancelling the CONTRACT
         in accordance with Clause Twenty Nine - TERMINATION FOR NONCOMPLIANCE,
         Section 29.1.

4.3      THE OPERATOR must begin the service with the compression in the High
         Pressure Plant of a stable 300 MMSCFD of gas in accordance with the
         technical specifications included in TECHNICAL SPECIFICATIONS,
         Attachment "D-1", seventeen (17) months after signing the CONTRACT and
         increase it by an additional stable 150 MMSCFD of gas twenty (20)
         months after signing the CONTRACT.

4.4      THE OPERATOR must begin the service in the Medium Pressure Plant with
         the compression of the rate of flow established in the base profile
         eight (8) months after signing the CONTRACT.

4.5      THE OPERATOR will construct the INSTALLATIONS the principal parts of
         which are:

         4.5.1  Suction pipeline from the Medium Pressure Plant and its
             connection to the Jusep'n production installations.

         4.5.2  Medium Pressure Compression Plant.

         4.5.3  Discharge pipeline from the Medium Pressure Plant and its
           connection to the ACOGAS Plant.

         4.5.4  Pipeline for transporting from ACOGAS Plant property of LAGOVEN
           to the High Pressure Compression Plant.

         4.5.5  Pipeline for transporting gas from ACCRO to High Pressure
           Plant.


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                                                           CONTRACT NO. 86-C-414





         4.5.6  High pressure gas compression plant.  (High Pressure Plant).

         4.5.7  Pipeline for transporting gas at high pressure to gas injection
            wells.

4.6      The plants will be constructed on LAGOVEN lands which will be assigned
         by gratuitous bailment to THE OPERATOR.  The pipelines, for their
         part, will be constructed on lands where LAGOVEN will establish
         easements which will be extended to THE OPERATOR.  These pipelines
         must be placed maximizing the use of existing corridors, THE OPERATOR
         being responsible for the design of the route which must be submitted
         to LAGOVEN for approval prior to carrying out the above mentioned
         easements.

4.7      THE OPERATOR agrees to include in the design of the INSTALLATIONS the
         provisions necessary to minimize the effect that the operation, stable
         or not, of its INSTALLATIONS might have on the operation of the systems
         of LAGOVEN and AFFILIATES.  These provisions will be part of the
         PROJECT.

4.8      THE OPERATOR must construct, maintain and operate THE METERING
         STATIONS, in the amount, location and arrangement established in
         Attachment "D", TECHNICAL SPECIFICATIONS.

4.9      Without prejudice to any other declarations contained in this CONTRACT,
         THE OPERATOR expressly declares the following:

         4.9.1  It is completely knowledgeable of the nature of the SERVICE to
            be provided and is fully and technically prepared for it.

         4.9.2  It is fully familiar with the prevailing conditions in
            Venezuela and communities adjacent to the INSTALLATIONS, as well as
            legislation applicable to the SERVICE and the local regulations.
            Likewise, THE OPERATOR declares it knows the SITE, the general and
            local conditions, as well as


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                                                           CONTRACT NO. 86-C-414





             all the factors that could have an impact on the SERVICE during
             the design, construction, operation and maintenance of the
             INSTALLATIONS, such as the physical, meteorological and climatic
             conditions that prevail at the SITE, the topography and
             accessibility of the SITE, the availability of labor, materials,
             equipment, electricity, transportation resources, docks, lodging,
             industrial services and special services.

         4.9.3  That any lack, carelessness, error or omission in obtaining the
             information referenced in number 4.9.2 above as well as any other
             of equal or similar nature, will not relieve it of its
             responsibility in complying with its obligations that are derived
             from this CONTRACT.

         4.9.4  It guarantees that it will provide the SERVICE according to the
             requirements of this CONTRACT.

         4.9.5  That it will correct, in the shortest time possible, any
             failure that occurs during the design or construction of the
             INSTALLATIONS or during the rendering of the SERVICE at its sole
             and exclusive account, without cost whatsoever for LAGOVEN.

4.10     THE OPERATOR guarantees that it will hire qualified personnel
         necessary for the operation and maintenance of the INSTALLATIONS.  THE
         OPERATOR is the sole party responsible for fulfilling the obligations
         relative to said personnel stipulated in the Organic Labor Law in
         effect in Venezuela, as well as any other law, regulation, decree or
         resolution issued by the competent authorities, THE OPERATOR being
         subject to that expressly established in same.

4.11     THE OPERATOR guarantees that the personnel and other resources
         associated with the INSTALLATIONS are appropriate and sufficient to
         maintain optimum operation and suitable maintenance of the


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                                                           CONTRACT NO. 86-C-414





         INSTALLATIONS, to permit guaranteeing a reliable, continuous,
         efficient and safe SERVICE.

4.12     THE OPERATOR guarantees that all the materials, equipment, flanges and
         accessories to be used in the construction of the INSTALLATIONS will
         be of the appropriate quality on a world-wide level for similar
         installations; that internationally recognized engineering practices
         will be used;  and that it will use during the design and construction
         of the INSTALLATIONS one of the following codes:  European, Japanese
         or United States of America.  In the event of using European or
         Japanese code, THE OPERATOR will provide to LAGOVEN its equivalent to
         the United States of America code.

         Likewise it guarantees that the flanges and piping accessories to be
         used in the INSTALLATIONS will be of recognized reputation and
         reliable origin and its quality must not be questioned by national or
         foreign specialized companies or institutions.

4.13     THE OPERATOR guarantees that all the components, installations and
         equipment of the INSTALLATIONS will be maintained in good condition
         and that the maintenance work will be performed to achieve levels of
         availability of the units equal to or greater than those contemplated
         in the original design of the plant and which are stated in the
         proposal in order to minimize the sporadic deficiencies in plant
         capacity which will be subject to penalties established in Attachment
         "C" of this CONTRACT.

4.14     Without prejudice to the provisions stipulated in CLAUSE TWENTY FIVE -
         FORCE MAJEURE or ACT OF GOD, during the period of validity of this
         CONTRACT,THE OPERATOR will be the sole party responsible for the
         continuity of the SERVICE, being obligated to proceed with the actions
         that may be necessary with greatest speed possible and assuming all
         related expenses when said continuity is interrupted.

4.15     THE OPERATOR guarantees ON-SITE availability of the usual and
         customary spare parts necessary to repair in the briefest possible
         time any failure of any component of the INSTALLATIONS.


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                                                           CONTRACT NO. 86-C-414





4.16     THE OPERATOR will be responsible for handling and disposal of
         contaminated waste such as:  contaminated rain water, sewage and any
         other waste from the INSTALLATIONS in an environmentally safe and
         reliable manner complying with the legal dispositions on the matter.

4.17     THE OPERATOR is obligated to comply with all Venezuelan laws,
         regulations, ordinances, decrees, resolutions and other dispositions
         relative to rendering the SERVICE.  It is expressly understood that
         the violation of the legal dispositions, wilfully, through ignorance
         or misinterpretation will not relieve THE OPERATOR from repairing
         without delay to its exclusive account the damages and losses
         resulting from its action or omission or relieve it of its
         responsibility of satisfactorily rendering the SERVICE or complying
         with the obligations derived from this CONTRACT.

4.18     THE OPERATOR must inform LAGOVEN in writing of any modification in the
         INSTALLATIONS that could affect the SERVICE.

4.19     THE OPERATOR must deliver to LAGOVEN, within thirty (30) days after
         signing the CONTRACT the PROJECT Performance Schedule describing its
         sequence and duration covering the period between the date when the
         CONTRACT comes into effect and the DATE OF THE START UP CERTIFICATE of
         each one of the Plants (High and Medium Pressure).  Any change that
         may occur on said Performance Schedule prior to the start of the
         SERVICE must be reported in writing to LAGOVEN providing a detailed
         description of the reasons for such change and attaching the modified
         Performance Schedule.  In any event, THE OPERATOR is obligated to keep
         LAGOVEN informed on the progress of the projects and fulfillment of
         the Performance schedule.

4.20     THE OPERATOR will obtain prior written authorization from LAGOVEN to
         publish any information related to the SERVICE and/or the SITE.  THE
         OPERATOR will also require its subcontractors to comply with this
         requirement.


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                                                           CONTRACT NO. 86-C-414





4.21     THE OPERATOR will maintain all the original data and information
         resulting from the SERVICE including but not limited to geophysical
         data, engineering, records and completion reports of THE PROJECT and
         any other data that THE OPERATOR may compile while the CONTRACT is in
         effect.  Said data and information may be reviewed by LAGOVEN at any
         time and will be delivered to LAGOVEN in the event the installations
         are acquired upon termination of the CONTRACT.

4.22     THE OPERATOR will permit LAGOVEN representatives access to all the
         installations associated with this CONTRACT in order to conduct
         inspections, audits or investigation of any kind related to the
         construction, operation or maintenance of the INSTALLATIONS that may
         affect the SERVICE and will facilitate the performance of the
         activities of said representatives.


5.       CLAUSE FIVE

         OBLIGATIONS OF LAGOVEN

5.1      LAGOVEN will pay THE OPERATOR for the SERVICE according to the volume
         of gas compressed and according to the terms and conditions stipulated
         in this CONTRACT.

5.2      LAGOVEN will assign by gratuitous bailment to THE OPERATOR two lots of
         land.  Lot A, located in the area of EL FURRIAL where the High
         Pressure Plant will be constructed and Lot B where the Medium Pressure
         Compression Plant will be constructed located in the area of Jusep'n.
         Said lots of land will be assigned for a period equal to the SERVICE
         of each Plant, plus the time period that construction lasts on each of
         the lots, as well as the time period needed for dismantling
         INSTALLATIONS, when the SERVICE is completed.  LAGOVEN will deliver
         Lot A in a period no greater than five (5) months and Lot B in a
         period not greater than two (2) months, both periods calculated from
         the date the CONTRACT is signed.  These periods will apply for
         purposes of availability of the lands for starting construction; but
         will not affect the possibility that THE OPERATOR has, from the date
         the


                                      19
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                                                           CONTRACT NO. 86-C-414





         CONTRACT is signed to have access to the lands for purposes of
         performing studies and/or surveys that do not alter existing
         conditions of said lands.

         The referenced lots will be returned upon termination of the service
         in the same physical and environmental conditions in which they were
         delivered.

         In addition to the lands, LAGOVEN will supply the rights of way for
         laying the gas gathering , transportation and distribution lines
         outside the Compression Plants.  The rights of way will be obtained by
         LAGOVEN in a period no greater than three (3) months calculated from
         the date on which LAGOVEN receives from THE OPERATOR the route plans
         with the detailed topographical information together with the
         descriptive report and technical specifications of the lines.

         In the event of delay in obtaining lots A and B, or the easements,
         beyond the maximum periods previously indicated, LAGOVEN will
         recognize an extension of the PROJECT completion date if said delay
         directly causes a delay in the construction which must be demonstrated
         by THE OPERATOR.  In no event may the delay in construction be greater
         than the time of the delay in obtaining the easements or obtaining
         lots A and B.

5.3      The lands that are assigned (lots A and B) will be the object of an
         environmental inspection (Base Line Study) conducted by a company
         qualified for that purpose contracted and paid by LAGOVEN.  The result
         of said inspection will be accepted by the PARTIES as proof of the
         pre-existing environmental condition for which LAGOVEN assumes
         responsibility.  The result of the environmental inspection will be an
         attachment to the gratuitous bailment contract that the PARTIES will
         execute.

5.4      LAGOVEN will be responsible for negotiating and completing those
         agreements with third parties, holders of lands and owners of
         properties within the site required by THE OPERATOR to carry out the
         SERVICE.  Said rights granted by third parties to LAGOVEN will be
         extended to THE OPERATOR throughout the duration of the SERVICE.


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                                                           CONTRACT NO. 86-C-414





6.       CLAUSE SIX

         SAFETY AND HEALTH STANDARDS

6.1      THE OPERATOR will at all times maintain all its work areas in safe,
         orderly and cleaned up conditions during construction, operation and
         maintenance of the INSTALLATIONS as well as all the installations
         associated with same.

6.2      THE OPERATOR will be responsible upon termination of this CONTRACT,
         for cleaning up and returning the SITE to the original condition it
         was in at the time it was delivered excluding only the underground
         sections of the pipelines located outside the limits of the areas
         denominated Lot "A" and Lot "B" defined in Section 5.2.  THE OPERATOR
         will not be responsible for preexisting environmental conditions.

6.3      THE OPERATOR guarantees to establish and SAFETY AND HEALTH program
         suitable to the characteristics and type of work that will be
         performed during the design phases, construction, start up, operation,
         maintenance and dismantling of the INSTALLATIONS.

6.4      THE OPERATOR will take the necessary steps for preservation and safety
         of life, property, crops, vegetation, environmental protection,
         prevention of environmental contamination and health and safety of
         personnel taking all necessary precautions to avoid harming the
         environment during the design phases, construction, start up,
         operation, maintenance and dismantling of the INSTALLATIONS.  Likewise
         it will take the necessary steps so as, in the event of disasters
         and/or accidents, to minimize the effects of same on people, the
         environment and property.

6.5      THE OPERATOR will have supervisory personnel duly trained in the
         performance of the activities of the PROJECT and the SERVICE and in
         aspects of SAFETY AND HEALTH related to same.  Likewise it will be
         responsible for training its personnel on matters of SAFETY AND HEALTH
         and will provide suitable training that,


                                      21
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                                                           CONTRACT NO. 86-C-414





         at a minimum, conforms with internationally accepted practices and 
         standards.

6.6      THE OPERATOR declares it is fully aware of and agrees to comply with
         Venezuelan laws, regulations and other legal dispositions on matters
         of SAFETY AND HEALTH and further agrees to comply with the standards
         and procedures of SAFETY AND HEALTH presented by THE OPERATOR in its
         proposal and approved by LAGOVEN which is an integral part of this
         CONTRACT.

6.7      THE OPERATOR declares it is knowledgeable of the systems of
         notification, reporting and investigation of accidents utilized by
         PDVSA and agrees to follow them strictly.

6.8      THE OPERATOR must comply with the design standards of PDVSA'S Hazards
         Engineering Manual contemplated in Attachment "D", TECHNICAL
         SPECIFICATIONS, which it states it knows and is considered an integral
         part of this CONTRACT.

6.9      It is understood that the design, operation and maintenance of the
         fire fighting systems and equipment of the INSTALLATIONS will be the
         exclusive responsibility of THE OPERATOR.

6.10     THE OPERATOR will be responsible for the performance of a "Hazop" risk
         analysis of operability and a quantitative risk analysis of the design
         of the INSTALLATIONS.  This analysis must be performed by a
         specialized company selected by THE OPERATOR and approved by LAGOVEN
         and will be contracted and paid by THE OPERATOR.  The final design of
         the installations must comply with the risk tolerance criteria
         established by PDVSA, according to the standards indicated in
         Attachment "D", TECHNICAL SPECIFICATIONS.

         Throughout the period of SERVICE, THE OPERATOR agrees to conduct
         technical safety audits, at the time LAGOVEN requires, of THE
         OPERATOR'S INSTALLATIONS through a specialized company previously
         approved by LAGOVEN and contracted and paid by THE OPERATOR.  THE
         OPERATOR must execute, at its cost and in the briefest time possible,
         the actions and/or


                                      22
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                                                           CONTRACT NO. 86-C-414





improvements necessary to eliminate the unsafe conditions of the INSTALLATIONS
         identified in the audit report which might affect the safety of the
         installations owned by LAGOVEN.  LAGOVEN may request up to a maximum
         of one (1) audit every six (6) months.


7.       CLAUSE SEVEN

         TECHNICAL INFORMATION

7.1      LAGOVEN reserves the right, and OPERATOR so agrees, to request from
         OPERATOR any information on any technical aspect relative to the
         design and/or construction of the INSTALLATIONS, each time LAGOVEN
         deems it necessary for the purpose of verifying the compliance with
         standards on SAFETY AND HEALTH.  Thereafter, LAGOVEN may make
         suggestions or comments relative to design and/or construction
         aspects, without this signifying the acquisition of a commitment,
         responsibility or obligation whatsoever on LAGOVEN'S part, for the
         design and/or construction of the INSTALLATIONS, or the partial or
         total release of THE OPERATOR from any of the responsibilities or
         obligations that THE OPERATOR has contracted according to this
         CONTRACT.

7.2      In accordance with Section 7.1 above, THE OPERATOR will deliver to
         LAGOVEN, for its information during the design phase of the
         INSTALLATIONS a copy of the documents and plans that are listed in
         this section.

         THE OPERATOR is free to make as many deliveries of said documents and
         plans during the design phase of the INSTALLATIONS as it deems
         convenient; but at least must make two (2) formal deliveries:  One
         upon completion of the basic engineering and another upon completion
         of the approved construction plans before starting construction of the
         INSTALLATIONS.


                                      23
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                                                           CONTRACT NO. 86-C-414





         The documents to be delivered to LAGOVEN are the following:

         a)  Process Flow Diagrams ("PFD's")

         b)  Piping and Instrumentation Diagrams ("P&ID's")

         c)  Equipment Layout Plan ("Plot Plan")

         d)  Piping Layout and Underground Masonry

         e)  ESD Systems Cause and Effect Diagram

7.3      THE OPERATOR must submit to review and approval of LAGOVEN the
         construction plans of any portion of the INSTALLATIONS to be
         interconnected to installations of LAGOVEN and/or any AFFILIATE.  The
         referenced plans must be submitted, at the latest, three (3) months
         before construction starts on any of the systems involved.  LAGOVEN
         will issue the approval and/or comments on the construction plans
         within a period not greater than thirty (30) continuous days
         calculated from the date of formal receipt of same.

         It is understood that this will be the only portion of the
         INSTALLATIONS where the design will be approved by LAGOVEN, without
         this relieving THE OPERATOR of its responsibility for errors,
         omissions, defects or failures in the design and construction of such
         systems or installations.

7.4      Given the importance of the reliability of the SERVICE, all the
         technical documents related to the INSTALLATIONS such as criteria and
         bases of design, drawings, sketches and plans, specifications and/or
         materials sheets, installation manuals, equipment testing reports,
         final construction plans, detailed time schedules, operations and/or
         maintenance manuals, mechanical catalogs and any other similar and/or
         engineering document must be available for information and/or
         inspection by LAGOVEN which shall have the right to reproduce and use
         them at their discretion with prior consent of THE OPERATOR which
         shall not deny same unless there are sufficiently justifiable reasons
         for such and without this implying a violation of right of ownership
         or any other right of THE OPERATOR but always subject to the
         confidentiality to which CLAUSE TWENTY FOUR - CONFIDENTIALITY refers.


                                      24
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                                                           CONTRACT NO. 86-C-414





7.5      The access and activities mentioned in this clause must be performed
         in such a way as to not disturb or interrupt the construction or
         operation of the INSTALLATIONS.

7.6      LAGOVEN assumes no obligation of reviewing, detecting errors or
         omissions or correcting any deficiency in the technical information
         supplied by THE OPERATOR for information.


8.       CLAUSE EIGHT

         PERMITS

8.1      THE OPERATOR will be responsible and defray its own expenses for the
         timely processing and obtaining of all the permits, licenses,
         certificates and visas required by competent governmental authorities
         which have jurisdiction over THE OPERATOR, its employees and/or agents
         by reason of the design, construction, operation and maintenance of
         the INSTALLATIONS, including those necessary for importing any
         material and equipment throughout the period of validity of this
         CONTRACT.

8.2      THE OPERATOR will also be responsible for the performance of any
         environmental or other kind of study required by competent authorities
         except for the environmental inspection contemplated in Clause 5.3 of
         this CONTRACT.

8.3      LAGOVEN may cooperate, according to its capability and availability of
         personnel, in the processing of permits, licenses or certificates
         required by THE OPERATOR but in no case will LAGOVEN assume any
         responsibility over the result of its effort.


                                      25
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                                                           CONTRACT NO. 86-C-414





9.       CLAUSE NINE

         FIRES AND OTHER EMERGENCIES

9.1      At OPERATOR'S request, LAGOVEN may provide support  fighting fires
         occurring at the INSTALLATIONS or SITE, it being understood that
         LAGOVEN will not be responsible for material damages or bodily
         injuries resulting from its intervention.

9.2      LAGOVEN at OPERATOR'S request, in accordance with the availability and
         capability of LAGOVEN'S personnel, will provide support in
         transporting injured people from the INSTALLATIONS or SITE to
         assistance centers during the fires and/or any other emergency.  THE
         OPERATOR relieves LAGOVEN from all responsibility that may arise from
         transporting injured people and will be in charge of obtaining the
         permits, authorizations or certificates necessary for transporting
         injured people.

9.3      In the event of coinciding fires or other emergencies in a LAGOVEN
         INSTALLATION and in the INSTALLATIONS or SITE, it is understood that
         LAGOVEN will give preference to attending said fires or other
         emergencies in its own installations and/or injured people.

9.4      In the event that LAGOVEN supports THE OPERATOR in an emergency at the
         INSTALLATIONS or SITE, THE OPERATOR will reimburse LAGOVEN the
         expenses incurred by said support.  To that effect LAGOVEN will
         present an invoice for such expenses that must be paid within thirty
         (30) days after it is presented.


10.      CLAUSE TEN

         START OF SERVICE

10.1     For each Plant, THE OPERATOR must report to LAGOVEN in writing thirty
         (30) days in advance of the date on which the PROJECT will be
         completed and testing will begin on the INSTALLATIONS.



                                      26
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                                                           CONTRACT NO. 86-C-414





         At the same time as this notification or on an earlier date, THE
         OPERATOR will deliver to LAGOVEN the detailed start up procedure of
         the INSTALLATIONS.

         For each Plant, THE OPERATOR will ask LAGOVEN in writing two (2)
         months in advance for the gas requirements to conduct the equipment
         start up tests.  Subject to THE OPERATOR'S compliance with the
         conditions described in this section, LAGOVEN will guarantee the
         availability of the volume of gas required for the High Pressure Plant
         upon completion of thirteen (13) months calculated from the signing of
         the CONTRACT and for the Medium Pressure Plant upon completion of
         seven (7) months calculated from the signing of the CONTRACT.

10.2     For each on of the Plants that comprise the INSTALLATIONS, after
         operations testing has been completed and THE OPERATOR deems that
         SERVICE may begin, the latter will notify LAGOVEN as to the date
         scheduled for said start up at least seven (7) days in advance.

         In the case of the High Pressure Plant, the START UP CERTIFICATE will
         only be signed upon completion of a minimum period of seven (7)
         continuous days of operation during which the injection rate is
         greater than or equal to 300 MMSCFD during at least ninety seven
         percent (97%) of the time, in which case the starting date of the
         SERVICE will be the first day of said period.

         For the purposes of signing the START UP CERTIFICATE, if on the date
         scheduled for starting operation, LAGOVEN does not provide the
         required volume of 300 MMSCFD, operation must be carried out based on
         injection volume that LAGOVEN is capable of providing, the other
         requirements established in the preceding paragraph being fulfilled
         for this new injection volume.  Upon completion of these requirements,
         the signing of the START UP CERTIFICATE can take place.


                                      27
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                                                           CONTRACT NO. 86-C-414





         The date of the START UP CERTIFICATE will be used for purposes of
         applying the penalty and bonus established in CLAUSE FIFTEEN - BONUS
         AND PENALTY.

         For the Medium Pressure Plant, the START UP CERTIFICATE will only be
         signed after completion of a minimum period of seven (7) continuous
         days of operation during which the compression rate is equal to or
         greater than 55 MMSCFD during at least ninety seven percent (97%) of
         the time, in which case the starting date of the SERVICE will be the
         first day of said period.

         For the purposes of signing the START UP CERTIFICATE, if on the date
         scheduled for starting of operation, LAGOVEN does not provide the
         required volume of 55 MMSCFD, operation must be carried out based on
         compression volume that LAGOVEN is capable of providing, the other
         requirements established in the preceding paragraph being fulfilled
         for this new compression volume.  Upon completion of these
         requirements, the signing of the START UP CERTIFICATE can take place.

         The date of the START UP CERTIFICATE will be used for purposes of
         applying the penalty in the event of delay, CLAUSE FIFTEEN - BONUS AND
         PENALTY.


11.      CLAUSE ELEVEN

         METERING

11.1     REQUIREMENTS OF INSTRUMENTS

         11.1.1  All the gas metering instruments will be located in the
             METERING STATIONS.  The information from those metering
             instruments will be centralized in control rooms in each of THE
             OPERATOR'S plants.  The metering will be real time utilizing on
             line instruments and computer devices unless otherwise determined
             by mutual agreement.  THE OPERATOR, by mutual agreement with
             LAGOVEN,


                                      28
<PAGE>   29
                                                           CONTRACT NO. 86-C-414





             will have available output signals from the transmission and
             computer devices to LAGOVEN for monitoring purposes.  In the event
             it is necessary, additional equipment will be installed to protect
             and ensure suitable operation of the transmission and computer
             devices.

         11.1.2 LAGOVEN will have access at all times to the METERING STATIONS.

         11.1.3 The readings, calibration, repair and adjustment of meters of
             UTILITIES and of GAS including analytical equipment will be for
             the account of THE OPERATOR.

         11.1.4 The records of the metering instruments prepared by THE
             OPERATOR will belong to it and THE OPERATOR will maintain them on
             file for a period not less than two (2) years.  Throughout this
             period, THE OPERATOR at LAGOVEN'S request will deliver the records
             and calculations for inspection and verification subject to their
             return by LAGOVEN within a period of twenty (20) days following
             receipt.  LAGOVEN will have a similar obligation to maintain the
             records.

11.2     CALIBRATION OF THE INSTRUMENTS

         11.2.1 Calibration of the metering instruments means "the verification
             that each instrument is within the metering tolerance accepted in
             this CONTRACT".

         11.2.2  At any time at LAGOVEN'S request or at least once a MONTH, THE
             OPERATOR will calibrate the meters, instruments and accessories,
             including the analyzers in the presence of REPRESENTATIVE(S) of
             LAGOVEN as indicated below and the REPRESENTATIVES of both PARTIES
             will observe together any adjustment that is made.  The primary
             metering elements will be inspected at each calibration.


                                      29
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                                                           CONTRACT NO. 86-C-414





         11.2.3 THE OPERATOR must maintain technical manuals from manufacturers
             and calibration manuals on the instruments utilized to meter the
             SERVICE.  THE OPERATOR must establish and maintain the documented
             procedures for calibration and agreement or lack of agreement of
             the instruments and calibration equipment.  THE OPERATOR must
             train the personnel assigned to calibration of the metering
             instruments of the SERVICE.  THE OPERATOR must have an instrument
             shop which will house the certified equipment and calibration
             tools required for the metering instruments of the service.

         11.2.4 THE OPERATOR will notify LAGOVEN in writing about the
             performance of all the calibrations, tests and/or repairs of the
             meters and accessory instruments at least seventy two (72) hours
             prior to performing said calibrations, tests and/or repairs.  The
             cost of the calibrations, tests and/or repairs will be for THE
             OPERATOR'S account.

         11.2.5  THE OPERATOR will timely provide to the other PARTY a copy of
             all the equipment tests, calibrations, repairs and/or test reports
             and forms even when said activity is witnessed or not by LAGOVEN.

             The percentage of error of the metering devices must not exceed
             the limits indicated below:

<TABLE>
<CAPTION>
                 Parameter                         Limits
                 ---------                         ------
                 <S>                               <C>     <C>
                 Differential Pressure:            +        1 % of the scale ("full scale")
                                                   -                                       
                 Static Pressure:                  +        0.5 % of the scale ("full scale")
                                                   -                                        
                 Temperature:                      +        1 % of the scale ("full scale")
                                                   -                                       
</TABLE>

                 If a deviation is detected in any official flow meter greater
                 than two percent (2%), LAGOVEN may adjust the volume metered
                 by the equipment that shows said deviation by a percentage
                 equal to half the difference existing between the


                                      30
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                                                           CONTRACT NO. 86-C-414





                 percentage of deviation detected and the maximum tolerable two
                 percent (2%), to be applied from the date of the last
                 calibration to the date that the exceeding deviation is
                 detected.

12.      CLAUSE TWELVE

         RATE AND ADJUSTMENTS

12.1     The SERVICE will be compensated by applying two rates per million
         standard cubic feet processed, which are indicated in attachment "C-1"
         for the High Pressure Plant, and Attachment "C-2" for the Medium
         Pressure Plant.

12.2     Said rates include all the costs of OPERATOR related to the SERVICE
         such as national or foreign labor costs, maintenance, administration,
         utilities, depreciation, profit, bonds, insurance, emergencies and all
         applicable taxes, with the exception of the Wholesale and Luxury Tax
         (ICSVM), which will be invoiced by THE OPERATOR and paid by LAGOVEN at
         the applicable rate.

12.3     The rates will be adjusted after written request by THE OPERATOR by
         applying the following procedures that are indicated for each cost
         item, as follows:

         NATIONAL DIRECT LABOR

         Includes only personnel considered Lower Payroll.  The base salary
         offered will be adjusted in the same proportion of salary increases as
         are produced by Applicable Collective Bargaining Contract and/or Laws
         and/or Governmental Decrees.

         The base benefits offered will be adjusted in proportion to the
         changes that are produced by Applicable Collective Bargaining Contract
         and/or Laws and/or Governmental Decrees.


                                      31
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                                                           CONTRACT NO. 86-C-414





         These adjustments will be effective on the same date that the salary
         increases or benefit changes are produced by Applicable Collective
         Bargaining Contract and/or Laws and/or Governmental Decrees.

         FOREIGN DIRECT LABOR

         To be adjusted at the beginning of the CONTRACT YEAR applying the
         inflation index of the United States of America denominated the
         Consumer Price Index.

         MAINTENANCE

         Includes the yearly costs of labor, equipment, etc., related to the
         maintenance and repairs of any type (ordinary and extraordinary
         maintenance) of the INSTALLATIONS as well as the costs related to
         replacement of equipment and/or their parts, transportation,
         nationalization and installation.  Additionally includes the costs of
         catalysts, oils lubricants and any other substance required for
         maintenance of the INSTALLATIONS.

         The portion in Bolivars will be adjusted quarterly in accordance with
         the Price Indexes published by the Central Bank of Venezuela by
         applying the formula for increases included in Attachment B of this
         CONTRACT.  The portion indicated in DOLLARS will be adjusted at the
         beginning of each CONTRACT YEAR utilizing the inflation index of the
         United States of America denominated the Producer Price Index.

         In the event that any of the indexes used to adjust the prices ceases
         to be published by the corresponding organization, the PARTIES agree
         to define and immediately agree on an alternate index that will be
         incorporated in the price adjustment mechanism.

         The PARTIES agree to adjust the values of the indexes used in the
         price adjustment mechanism in the event that the base year


                                      32
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                                                           CONTRACT NO. 86-C-414





         used as a reference is changed by the corresponding organization.

         ADMINISTRATION

         Includes the costs related to the administration of the INSTALLATIONS
         such as:  support personnel, including personnel considered Upper
         Payroll, accounting, telephone, fax, stationery, mail, courier, bonds
         and insurance, etc.  In no event will it include "overhead" expenses
         or expenses corresponding to parent organization of THE OPERATOR.

         The portion in Bolivars will be adjusted semiannually in accordance
         with the Price Indexes published by the Central Bank of Venezuela
         applying the formula for increases included in Attachment B of this
         CONTRACT.

         The portion indicated in DOLLARS will be adjusted at the beginning of
         each CONTRACT YEAR utilizing the inflation index of the United States
         of America denominated the Producer Price Index.

         UTILITIES

         The cost associated with the utilities will be adjusted when there is
         a change in their prices whether by Laws or Decrees or when LAGOVEN
         deems it necessary.  The date of the adjustment associated with
         UTILITIES will take effect on the date when the change in price of
         same takes effect.

         DEPRECIATION

         Corresponds to the amount of depreciation of the INSTALLATIONS.  This
         item will not be the object of adjustment at any time of the PERIOD OF
         SERVICE.


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                                                           CONTRACT NO. 86-C-414





         PROFIT

         The profit is expressed in Dollars and Bolivars.  Neither of the two
         portions will be the object of adjustment at any time of the PERIOD OF
         SERVICE.

         EMERGENCIES

         The costs and expenses related to fires and other emergencies
         indicated in CLAUSE NINE - FIRES AND OTHER EMERGENCIES will not be
         considered for purposes of requesting price adjustments by reason of
         SERVICE nor for any reason.

         12.4    THE OPERATOR accepts and agrees that, in the event LAGOVEN
         requests OPERATOR to increase the capacity of the High Pressure Plant
         to 600 MMSCFD according to the terms of Attachment "D", TECHNICAL
         SPECIFICATIONS, the RATE to be applied calculated from the time in
         which THE OPERATOR begins compression of 600 MMSCFD at the High
         Pressure Plant shall be that which is presented in the proposal for
         said capacity.

13.      CLAUSE THIRTEEN

         PRICE OF UTILITIES

         LAGOVEN will deduct from the invoice presented by THE OPERATOR the
         costs related to the UTILITIES corresponding to the month the invoice
         is presented, consumed by THE OPERATOR, in accordance with CLAUSE
         SIXTEEN - FORM OF PAYMENT.

         The electricity will only be supplied by LAGOVEN temporarily, the
         provision of this service will be assumed later by the company in
         charge of supplying electricity.

         THE OPERATOR will pay the electricity at the beginning of the CONTRACT
         in an amount in Bolivars equivalent to 0.016975 Dollars for each
         kilowatt


                                      34
<PAGE>   35
                                                           CONTRACT NO. 86-C-414





         hour.  This rate may be adjusted by LAGOVEN when it deems necessary
         and as long as it is the supplier of electricity.

14.      CLAUSE FOURTEEN

         RECOGNITION OF INVESTMENTS

14.1     In the event that by express written requirement from LAGOVEN THE
         OPERATOR needs to optimize and/or expand the INSTALLATIONS and that to
         take such actions it is necessary to make an investment of capital in
         the INSTALLATIONS, the PARTIES will meet and analyze the reasonably
         possible options for making such investments of capital before
         committing any related funds.

         THE OPERATOR will provide in writing to LAGOVEN in a period no greater
         than sixty (60) continuous DAYS calculated from the date of receipt by
         OPERATOR of LAGOVEN'S written requirement, an estimate of the cost of
         the capital investment and the impact it might have on the rate.  Once
         the additional capital is approved by LAGOVEN, the PARTIES will agree
         to adjust the rate according to CLAUSE TWELVE - RATE AND ADJUSTMENTS.

14.2     If an agreement is not reached on the options of the investment of
         capital within a period of sixty (60) continuous DAYS calculated from
         the date LAGOVEN receives the cost estimate, LAGOVEN may maintain the
         SERVICE on the terms initially agreed or recur to the mechanisms for
         resolving disputes in accordance with that provided in CLAUSE TWENTY
         TWO - MECHANISMS FOR RESOLVING DISPUTES in order to make a decision
         relative to the estimate of the cost of capital investment and the
         impact that it might have on the rate.


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                                                           CONTRACT NO. 86-C-414





15.      CLAUSE FIFTEEN

         BONUS AND PENALTY

15.1     MEDIUM PRESSURE PLANT

         The terms and conditions to be applied regarding Bonus and Penalty
         both on STARTING the SERVICE as well as the normal operation of the
         Medium Pressure Plant are those established in Attachment "C-2", TERMS
         OF PAYMENT, BONUS AND PENALTY.

15.2     HIGH PRESSURE PLANT

         The terms and conditions to be applied regarding Bonus and Penalty
         both on STARTING the SERVICE as well as the normal operation of the
         High Pressure Plant are those established in Attachment "C-1", TERMS
         OF PAYMENT, BONUS AND PENALTY.

16.      CLAUSE SIXTEEN

         FORM OF PAYMENT

16.1     THE OPERATOR must present within the first five (5) work days of each
         month a monthly invoice for providing the SERVICE to LAGOVEN during
         the previous month which clearly states the total amount of GAS as
         well as the amount owed in bolivars and DOLLARS in accordance with
         CLAUSE TWELVE - RATE AND ADJUSTMENTS.  The invoice must comply with
         the requirements established in the applicable legal dispositions, be
         printed on THE OPERATOR'S letterhead, be duly signed by THE OPERATOR'S
         REPRESENTATIVE and be delivered to the office of LAGOVEN'S
         REPRESENTATIVE.

16.2     The invoices presented by THE OPERATOR may be objected to, totally or
         partially, by LAGOVEN within the 10 days following their


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         receipt.  The objections will be reported to THE OPERATOR within the
         time frame indicated.  THE OPERATOR in this event may elect to present
         an invoice that does not include the amounts objected to which will be
         paid within the period indicated in Section 16.4 or may retain the
         objected to invoice until explaining the objections with LAGOVEN.  It
         is understood that the presentation of an invoice that does not
         include amounts objected to does not imply THE OPERATOR'S waiver of
         said amounts.  Likewise it is understood that the objected to amounts
         will not earn interest of any kind.

16.3     LAGOVEN may suspend up to 20% of the total payment to which OPERATOR
         has a right to protect or indemnify LAGOVEN for losses due to actions
         solely imputable to THE OPERATOR in accordance with clause NINETEEN of
         this CONTRACT, LAGOVEN will inform OPERATOR of the amount withheld and
         the reasons for said withholding; it is understood that the withheld
         amount will not generate interests of any kind.

16.4     LAGOVEN will pay to THE OPERATOR within thirty (30) calendar days
         following presentation of the invoices the balance resulting after
         having made any withholdings such as:  Income Tax (ISLR), cost of
         UTILITIES, municipal taxes and, if appropriate, the withholding to
         which Section 16.3 above refers.  The payment will be made by bank
         deposit to the account that THE OPERATOR indicates through written
         communication.

16.5     Any change that THE OPERATOR makes relative to the Account Number or
         Banking Institution to which this Clause refers must be timely
         reported to LAGOVEN in writing and signed by THE OPERATOR'S
         REPRESENTATIVE.

16.6     LAGOVEN will pay to THE OPERATOR the amount of the portion in DOLLARS
         in equivalent bolivars calculated at the exchange rate that is
         applicable for the date the payment is processed, it being THE
         OPERATOR'S responsibility to convert said payment to equivalent
         DOLLARS.  LAGOVEN will pay the exchange rate difference that may arise
         between the rate of exchange utilized by LAGOVEN on the


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         payment and the exchange rate in effect on the date said payment is
         converted to DOLLARS so long as THE OPERATOR makes said conversion
         within a maximum period of two (2) working days following the date of
         the deposit or credit to account of THE OPERATOR.  To make said
         payment effective, THE OPERATOR will have eight (8) continuous days
         following the date of the deposit or credit to account to submit the
         request for the exchange difference by presenting the original receipt
         for DOLLARS indicated on the invoice and the rate of exchange applied
         by the financial institution.  If the claim for the exchange
         difference is not submitted within the indicated time period, it will
         be understood that THE OPERATOR waives the right to present any claim.
         On the other hand, THE OPERATOR must reimburse LAGOVEN the amounts in
         bolivars in the event that the exchange difference results in a
         decrease in the bolivar exchange rate with respect to the DOLLAR.

         In the event that due to some law or governmental resolution such as
         establishing an exchange rate control system it is impossible for THE
         OPERATOR to acquire DOLLARS, LAGOVEN will pay in DOLLARS in a United
         States of America bank the portion of payments that correspond to said
         currency through credit to account at the bank indicated by THE
         OPERATOR.

16.7     The invoice must break down the amount corresponding to the general
         wholesale sales and luxury excise tax or any other tax of this kind
         that is applicable.

17.      CLAUSE SEVENTEEN

         ACCOUNTING

17.1     All the books, invoices and records of THE OPERATOR related to the
         operations under this CONTRACT will be maintained on a calendar year
         basis, will be in accordance with Applicable Law and will be available
         for audit by LAGOVEN.

17.2     Furthermore, THE OPERATOR must comply with those special instructions
         or requirements not provided in legal dispositions or


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                                                           CONTRACT NO. 86-C-414





         general-type accounting principals relative to the operations under
         this CONTRACT which are indicated by LAGOVEN relative to its books,
         records, invoicing processes, so long as such instructions or
         requirements are reasonable in the context of general accounting
         practices.

18.      CLAUSE EIGHTEEN

         AUDITING

18.1     During the life of the CONTRACT and up to two (2) years after
         termination or resolution of same, representatives of LAGOVEN, duly
         authorized, will have access at all times to all the books, records,
         receipts, vouchers, personnel files and any other documents of
         OPERATOR related to the SERVICE for the purpose of verifying
         OPERATOR'S compliance with its contractual obligations.

18.2     The scope of the review by authorized REPRESENTATIVES of LAGOVEN may
         also be extended to aspects related to the components of costs, cost
         recovery factors, rates, other administrative, computer and
         operational aspects which are advisable.

18.3     The auditing right may be extended to external auditing (independent
         auditors), the latter being performed by specialized companies with
         LAGOVEN'S Auditing Department maintaining strict interaction to ensure
         the degree of independence that must exist and the technical and
         operational performance of the work according to the scope of the
         review conducted.

18.4     The result of the audit will be reported to THE OPERATOR.  If from the
         audit there is a credit in LAGOVEN'S favor, THE OPERATOR upon
         LAGOVEN'S requirement will proceed to make the payment of the
         resulting amount and must bear the reasonable costs incurred in
         conducting the audit.  Likewise if the audit results in a credit in
         THE OPERATOR'S favor, LAGOVEN upon


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                                                           CONTRACT NO. 86-C-414





         OPERATOR'S requirement will proceed to make the payment of the
         resulting amount.

19.      CLAUSE NINETEEN

         RESPONSIBILITIES FOR DAMAGES

19.1     THE OPERATOR agrees to indemnify LAGOVEN in the event of claims,
         suits, actions, losses, expenses or obligations, including attorneys
         fees and/or expenses, costs and costs incurred by LAGOVEN that may
         result from the injury or death of a LAGOVEN employee or for damages
         or losses of material goods owned by LAGOVEN which are caused by
         imprudence, negligence, incompetence, fault and/or wilful misconduct
         of THE OPERATOR, its contractors, subcontractors, employees or any
         other person, animal or thing for which THE OPERATOR must respond
         civilly.

19.2     LAGOVEN agrees to indemnify THE OPERATOR in the event of claims,
         suits, actions, losses, expenses or obligations, including attorneys
         fees and/or expenses, costs and costs incurred by THE OPERATOR that
         may result from the injury or death of an employee of THE OPERATOR or
         for damages or losses of material goods owned by THE OPERATOR which
         are caused by imprudence, negligence, incompetence, fault and/or
         wilful misconduct  of LAGOVEN, its contractors, subcontractors,
         employees or any other person, animal or thing for which LAGOVEN must
         respond civilly.

19.3     THE OPERATOR will indemnify and defend LAGOVEN in the event of claims,
         suits, rights or actions, losses or obligations, including attorneys
         fees and/or expenses, costs and costs incurred by LAGOVEN that may
         result from injury or death of third parties, or damages of their
         goods caused by imprudence, negligence, incompetence, fault and/or
         wilful misconduct of THE OPERATOR, its contractors, subcontractors,
         employees or any other person, animal or thing for which it must
         respond civilly.


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                                                           CONTRACT NO. 86-C-414





19.4     LAGOVEN will indemnify and defend THE OPERATOR in events of claims,
         suits, rights or actions, losses or obligations, including attorneys
         fees and/or expenses, costs and costs incurred by THE OPERATOR that
         may result from injury or death of third parties, or damages of their
         goods caused by imprudence, negligence, incompetence, fault and/or
         wilful misconduct of LAGOVEN, its contractors, subcontractors,
         employees or any other person, animal or thing for which it must
         respond civilly.

19.5     The PARTIES, among themselves, will only be responsible for the direct
         damages that may arise during the life of the contract and will not
         respond for loss of profit or indirect damages.

20.      CLAUSE TWENTY

         BONDS AND INSURANCE

20.1     LABOR BOND:  THE OPERATOR agrees to obtain and maintain from the start
         of the SERVICE a labor bond to guarantee to LAGOVEN the faithful and
         sound performance of labor obligations assumed by THE OPERATOR towards
         its workers in accordance with that established in the Organic Labor
         Law and its Regulations in effect in Venezuela as well as the legal,
         contractual benefits that may be agreed upon in the future to the
         benefit of the workers or employees of THE OPERATOR.  The bonded sum
         will be the amount equal to ten percent (10%) of the annual payroll of
         THE OPERATOR'S personnel in Venezuela for providing the SERVICE.  This
         bond must be delivered to LAGOVEN when the first START UP CERTIFICATE
         is signed and must be in effect until fourteen (14) months after
         termination of the CONTRACT, unless THE OPERATOR presents the
         respective release forms endorsed by the competent Labor Inspector's
         office.

         LAGOVEN may withhold an amount equal to the amount guaranteed if THE
         OPERATOR does not provide the referenced bond, keeping said


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                                                           CONTRACT NO. 86-C-414





         withholding until THE OPERATOR provides such bond to LAGOVEN'S
         satisfaction.

         THE OPERATOR must obtain for its workers, the workers of its Assignees
         and the workers of its subcontractors who are not Venezuelan and who
         work in Venezuela the policies "Workers Compensation Insurance" for
         North American employees and "Employers Liability Insurance" or its
         equivalent if the workers are of a nationality other than North
         American.

20.2     CIVIL LIABILITY INSURANCE:  In order to ensure discharge of the
         liability that is incumbent exclusively upon THE OPERATOR to indemnify
         the eventual damages and losses caused by THE OPERATOR, its employees,
         contractors or subcontractors on property, installations and/or
         workers of LAGOVEN or third parties as a result of the construction of
         the INSTALLATIONS or provision of the SERVICE which is the object of
         this CONTRACT, THE OPERATOR must obtain a policy on civil liability to
         third parties from an insurance company with a minimum coverage of
         five million (US$ 5,000,000.00) DOLLARS throughout the life of this
         CONTRACT.

         The civil liability policy assists in the discharge of the liability
         that THE OPERATOR assumes before third parties but in no event limits
         it.

         It is understood that during the phase prior to starting the SERVICE,
         THE OPERATOR will only respond, as regards damages to property of
         LAGOVEN, for damages not covered in LAGOVEN'S policy, for the
         deductible and for any amount that exceeds the maximum limit of
         coverage of said policy.  LAGOVEN will advise THE OPERATOR as to the
         risks covered in its policy as well as the deductible and the maximum
         amount of coverage.

20.3     EMPLOYER'S LIABILITY INSURANCE:  THE OPERATOR, as sole employer of the
         workers utilized in the performance of the CONTRACT and in order to
         respond for injuries, sickness or death of its personnel due to the
         construction,


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                                                           CONTRACT NO. 86-C-414





         operation and/or maintenance of the INSTALLATIONS must obtain and
         maintain throughout the entire life of the CONTRACT an employer's
         liability insurance policy.

         The employer's liability insurance must cover the difference between
         the amount of the indemnification that corresponds to Obligatory
         Social Security and that established in the Collective Bargaining
         Contract that may be applicable.

         This insurance must cover the obligations derived from:

         a)      Title VIII of the Organic Labor Law.

         b)      Collective bargaining labor contract that may be applicable.

         c)      Any legal other disposition on the matter.

20.4     CIVIL LIABILITY INSURANCE FOR VEHICLES:  In order to ensure discharge
         of the responsibility that is exclusively incumbent upon THE OPERATOR
         to indemnify eventual damages and losses caused by vehicles of THE
         OPERATOR or of its subcontractors to property, installations and/or
         workers of LAGOVEN or of third parties due to the construction of the
         INSTALLATIONS or the provision of the SERVICE, which is the object of
         this CONTRACT, THE OPERATOR must obtain a Civil Liability policy for
         vehicles in the amount to be indicated by LAGOVEN.

20.5     GUARANTEE OF DISMANTLING:  In the event that 12 months prior to
         expiration of the INITIAL PERIOD or any of the extensions the PARTIES
         have not agreed to extend the SERVICE, THE OPERATOR must obtain a
         performance bond issued by a bank or insurance company domiciled in
         Venezuela of recognized solvency and to LAGOVEN'S satisfaction in the
         amount of fifteen million DOLLARS (US$ 15,000,000.00) to guarantee the
         dismantlement of the installations upon finalization of the contract.
         This bond must be in effect for a period of twenty four (24) months.

20.6     GENERAL PROVISIONS

         20.6.1  The Bonds mentioned in this CONTRACT must be joint and
                 several and constituted by authenticated document


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                                                           CONTRACT NO. 86-C-414





                 issued by a banking institution or insurance company domiciled
                 and with offices in Venezuela, of recognized solvency and to
                 LAGOVEN'S satisfaction and will include express mention that
                 the surety waives the right to the benefits that are conferred
                 by Articles 1833, 1834 and 1836 of the Venezuelan Civil Code.
                 It must include the reference to the number and purpose of the
                 CONTRACT.  The bond documents must be presented before signing
                 for approval by LAGOVEN.

         20.6.2    If THE OPERATOR does not comply with the requirements
                 stipulated in Sections 20.2, 20.3 and 20.4 above, or if for
                 any circumstance having complied fails to pay the premiums or
                 payments to renew the insurance policies indicated in
                 mentioned numbers, LAGOVEN at its discretion may pay said
                 premiums or payments, subsequently deducting from any invoice
                 presented by THE OPERATOR the amount paid.

         20.6.3    All the Insurance stipulated in this clause must include a
                 clause obligating the insurer to inform THE OPERATOR and
                 LAGOVEN in writing thirty (30) days prior to the expiration
                 date of any payment pending relative to said insurance or the
                 date of expiration of the policy.  Except as regards the Civil
                 Liability Policy established in Section 20.4 above.

         20.6.4    All the Insurances stipulated in this clause will be
                 contracted with Insurance Companies approved by the Insurance
                 Commissioner, of recognized solvency, to LAGOVEN'S
                 satisfaction, through authentic documents in 3 copies, one of
                 which must be delivered to LAGOVEN and must comply with that
                 stipulated in the Law and Regulations of Insurance and
                 Reinsurance Companies as well as any other standard in effect
                 on the matter.  Prior to contracting any insurance policy, THE
                 OPERATOR must obtain approval from


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                                                           CONTRACT NO. 86-C-414





                 LAGOVEN to contract with the proposed Insurance Company.

         20.6.5     Prior to starting the activities that require such
                 insurance, LAGOVEN may require THE OPERATOR to present the
                 insurance policies described in this Clause or the documents
                 that substantiate that these have been contracted such as
                 receipt of premium or temporary coverage.

                 Likewise, THE OPERATOR is obligated to deliver annually to
                 LAGOVEN substantiation of the renewal of the insurance
                 referenced in this clause issued by the insurer.

         20.6.6    The insurance policies mentioned in this clause must include
                 LAGOVEN as co-insured.

         20.6.7    The expiration of the policies must be December 31 of each
                 year.

21.      CLAUSE TWENTY ONE

         APPLICABLE LAW

The interpretation, validity and execution of this CONTRACT will be made in
accordance with the laws of the Republic of Venezuela.

22.      CLAUSE TWENTY TWO

         MECHANISM FOR RESOLVING DISPUTES

         In the event of disputes, either of the PARTIES may submit them to the
         non-binding procedures indicated in this clause or they may have
         recourse directly to the arbitration procedure.  Nevertheless, if the
         non-binding procedure has begun, same must be concluded before having
         recourse to arbitration.  The mechanisms for resolving disputes are:



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                                                           CONTRACT NO. 86-C-414





22.1     AMICABLE ARRANGEMENT

         22.1.1    Through the negotiation of an executive and an attorney,
                 (hereinafter NEGOTIATORS) who represent each one of the
                 PARTIES.  For purposes of this section, any of the PARTIES
                 will notify the other PARTY in writing of any dispute,
                 controversy or claim not resolved in the normal course of its
                 negotiations.  The PARTY thus notified must respond in writing
                 to the other PARTY within fifteen (15) days following receipt
                 of the notification.  Both the notification as well as the
                 response must include:  (a) the position of the PARTY and a
                 summary of its arguments; and (b) the name and position of its
                 NEGOTIATORS.

         22.1.2    Thirty (30) days following the notification, the NEGOTIATORS
                 of each PARTY will meet to try to arrive at an agreement.

         22.1.3    All the negotiations conducted in accordance with this
                 section will be confidential and may not be revealed or raised
                 in any subsequent judicial or extrajudicial proceedings.

         22.1.4    If the dispute, claim or controversy is not resolved by the
                 NEGOTIATORS within forty five (45) days following the
                 notification or if the NEGOTIATORS have not met within thirty
                 (30) days following the notification, the PARTIES will submit
                 the dispute, claim or controversy to conciliation.

22.2     CONCILIATION

         In the event that the disputes or controversies cannot be resolved in
         accordance with the above number, the PARTIES may submit such disputes
         or controversies to the consideration of a conciliator.  The
         conciliator will be designated by joint agreement between the PARTIES
         and the costs of the conciliation will be defrayed equally among them.
         The PARTIES will report their reasonings and positions to the
         conciliator


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                                                           CONTRACT NO. 86-C-414





         who must structure a solution acceptable to both PARTIES within a
         reasonable period.  This solution will be non-binding or obligatory
         for the PARTIES.  The discussions or solutions effected during the
         conciliation procedure may not be presented totally or partially in
         any subsequent proceedings whether judicial or extrajudicial.  Once
         the mechanisms of amicable and conciliatory resolution have been
         exhausted, the PARTIES may submit to arbitration for the solution of
         the disputes or controversies in accordance with that stipulated in
         Section 22.3 below.

22.3     ARBITRATION

         22.3.1  Any dispute, claim or controversy related, connected or
                 derived from this CONTRACT, its non compliance, termination or
                 validity which has not been resolved in accordance with the
                 mechanisms indicated in the preceding Sections will be
                 resolved finally by arbitration.

         22.3.2  The arbitration will be conducted in accordance with the Rules
                 of Arbitration of the International Chamber of Commerce
                 (I.C.C.) in effect at the time arbitration begins.  In the
                 event that said Rules conflict with the requirements of this
                 section, the requirements of this CONTRACT will prevail.

         22.3.3  The arbitration will take place in the city of Caracas,
                 Venezuela, unless the parties mutually agree in writing  to
                 hold all or part of the procedure in a different place.

         22.3.4  The arbitration tribunal will be comprised of three
                 arbitrators bound by legal principles.  Each party will
                 nominate one arbitrator and these, after they have been
                 elected and their nominations have been accepted will nominate
                 by mutual agreement the third arbitrator who will serve as
                 president of the arbitration tribunal.  If the two nominated
                 arbitrators do not reach an agreement to designate the third
                 arbitrator within a period of sixty (60) days from the date on
                 which the last of said two (2) arbitrators was


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                                                           CONTRACT NO. 86-C-414





                 nominated, the third arbitrator will be designated by the
                 International Arbitration Court of the International Chamber
                 of Commerce.

         22.3.5  Any decision of the arbitration tribunal must be in writing
                 and reasoned, being final and binding upon the PARTIES in the
                 arbitration procedure.  The PARTIES agree that the ruling may
                 be executed in the arbitration procedure against one of them
                 or their goods and that the confirmation and respective
                 execution of the arbitral ruling may be required of any
                 competent tribunal or Court.

23.      CLAUSE TWENTY THREE

         PATENTS, TRADEMARKS, LICENSES AND COPYRIGHTS

23.1     THE OPERATOR is obligated to obtain and pay royalties or premiums for
         any licenses, patents, trademarks, copyrights and other rights that
         cover the materials, machinery, tools, equipment or combinations,
         mixtures of substances or goods, methods or procedures required during
         the execution of THE PROJECT or during the rendering of the SERVICE.

23.2     In the event that THE OPERATOR does not obtain the patents and/or
         licenses or fails to pay the royalties or other items which are the
         conditions on which the license has been granted, it will be obligated
         to pay any damages and losses caused to LAGOVEN and in particular all
         type of court and out-of-court costs arising as a result of claims,
         suits or other actions in or outside of Venezuela.

23.3     THE OPERATOR will expeditiously report to LAGOVEN when it has
         knowledge of the existence of a patent, trademark, license, copyrights
         or other rights relative to which LAGOVEN may be sued or subject to
         claims by reason of the direct or indirect use of materials,
         machinery, tools, composition, methods or


                                      48
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                                                           CONTRACT NO. 86-C-414





         procedures during the construction of THE PROJECT or during the
         rendering of the SERVICE.

23.4     With respect to any subcontract that THE OPERATOR enters into with
         third parties, THE OPERATOR will require its subcontractors to grant
         to LAGOVEN and PDVSA and AFFILIATES the same protection with regard to
         patents, copyrights or other obligations or rights that THE OPERATOR
         has in the execution of the CONTRACT.

23.5     THE OPERATOR is required to include, in its user contracts on
         licenses, assignment of patents, trademarks, copyrights and any user
         licenses on intellectual property, a clause according to which, in the
         event that all or part of the INSTALLATIONS, materials, equipment or
         inventories become property of LAGOVEN, the latter automatically
         obtains the right to use and/or exploit the intellectual or industrial
         rights relative to the INSTALLATIONS.  THE OPERATOR must provide
         substantiation of the inclusion of the assignment clause mentioned.

24.      CLAUSE TWENTY FOUR

         CONFIDENTIALITY

24.1     The PARTIES agree to not reveal the confidential information handled
         by each PARTY to third parties or use it for purposes other than those
         inherent to this CONTRACT without prior written consent from the other
         PARTY.

24.2     Information not considered confidential is all that:  a) has been
         acquired or has been in the possession of the PARTIES prior to signing
         this CONTRACT except the information supplied in the Request for
         Proposal Document, b) is or has been or comes to be public knowledge
         without the intervention of the PARTY, its employees, contractors or
         subcontractors, and c) has been obtained in good faith from a third
         party prior to signing this CONTRACT.



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                                                           CONTRACT NO. 86-C-414





24.3     All confidential information that due to legal requirements is
         requested by governmental authorities or must be provided to auditors,
         financial institutions, consultants, buyers, shareholders,
         constructors for use in the performance of the work related to this
         CONTRACT may be provided upon authorization of the PARTY to whom said
         information belongs and after signing a confidentiality agreement
         essentially identical to the one contained in Attachment "E" of this
         CONTRACT.

24.4     In the event that any of the PARTIES is required by judicial or
         governmental authorities to provide confidential information, the
         PARTY receiving the request must, before providing it, report in
         writing to the other PARTY in order for the latter to have the
         opportunity, should it so desire, to take the actions necessary to
         prevent or limit the supply of the information.

25.      CLAUSE TWENTY FIVE

         FORCE MAJEURE OR ACT OF GOD

         Force Majeure or Act of God will be considered as:  (1) any cause or
         factor outside and foreign to the PARTIES produced by Man or by
         Nature, (2) the occurrence of which is impossible to foresee, or (3)
         if foreseeable such occurrence is irresistible, unavoidable through
         the due diligence of the PARTY whose obligation is affected (4) and
         makes it absolutely impossible to fully or partially comply with the
         obligations that said PARTY has contracted by virtue of this CONTRACT.

25.1     Events of Force Majeure include among others the following acts of
         Man:  labor strikes, disturbances or civil disobedience, vandalism,
         assaults, riots, insurrections, rebellions, wars (declared or not),
         acts of sabotage or terrorism, governmental orders and dispositions
         that meeting the characteristics indicated in the above paragraph
         absolutely prevent total or partial compliance with any of the
         obligations contained in this CONTRACT.



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                                                           CONTRACT NO. 86-C-414





         Events of Act of God include among others the following acts of
         Nature:  epidemics, floods, earthquakes, seaquakes, hurricanes, storms
         of any kind, fire and other acts of Nature that meeting the
         characteristics indicated in the above section absolutely prevent the
         total or partial compliance of any of the obligations contained in
         this CONTRACT.

25.2     In the event of labor strikes it is expressly understood that neither
         of the PARTIES will be obligated to accept any demands or requests of
         its workers or unions that said PARTY at its sole discretion deems
         unreasonable.

25.3     Both PARTIES agree to use their best efforts to maintain the
         continuity of THE SERVICE and likewise agree to perform all the
         activities or actions necessary to minimize the negative consequences
         that might affect THE SERVICE.

25.4     No difficulty in complying with the obligations contained in this
         CONTRACT, including difficulties of a financial type, will be
         considered causes of FORCE MAJEURE or ACT OF GOD.  Nor will FORCE
         MAJEURE or ACT OF GOD be considered for events or situations such as:

         a)      The delayed delivery of equipment or construction materials
                 caused by backlog at the manufacturer's plant or other place,
                 oversold market conditions, inefficiency or similar events.

         b)      Delayed compliance of THE OPERATOR or any of its
                 subcontractors caused by scarcity of supervisors, manpower,
                 inefficiency or similar events and scarcity of services.

         c)      Lack of electricity or GAS supply, when it is possible for
                 LAGOVEN to use alternative sources of supply in sufficient
                 quantities.

25.5     The PARTIES will not be responsible for noncompliance with one or more
         of the obligations they have assumed by virtue of this CONTRACT in


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                                                           CONTRACT NO. 86-C-414





         the event that an act of FORCE MAJEURE or ACT OF GOD occurs and while
         it continues which makes it absolutely impossible to comply with one
         or more obligations except as regards the obligation of making the
         payments due for amounts of money already owed.

25.6     In all the events of FORCE MAJEURE AND ACT OF GOD the obligations
         which cannot be carried out will be suspended during the time the
         obstacle endures except for that provided in number 25.8.

25.7     The PARTY that alleges FORCE MAJEURE or ACT OF GOD must notify the
         other PARTY in writing regarding the obstacle and its effects on the
         former's ability to meet the obligation concerned.  This notification
         must be issued as soon as the PARTY alleging the ACT OF GOD or FORCE
         MAJEURE knows or should have known about the obstacle.

25.8     If the effects of the FORCE MAJEURE or ACT OF GOD prevent compliance
         with all or part of the obligations of this CONTRACT for a period of
         six (6) months calculated from the date of the notification provided
         in the above section, either of the PARTIES will have the right to
         cancel this CONTRACT for which it must notify the other PART of its
         decision to cancel.

25.9     In the event the CONTRACT is terminated because of FORCE MAJEURE or
         ACT OF GOD, LAGOVEN will have the right to select:  (a) the return of
         the site free of all construction in the same conditions in which it
         was found within a period not to exceed one hundred eighty (180) DAYS.
         The costs incurred for dismantling or taking down the projects and the
         environmental restoration will be the exclusive responsibility of THE
         OPERATOR; or (b) to purchase all or part of the INSTALLATIONS,
         materials, equipment and/or inventories at a reasonable price agreed
         upon by the PARTIES.

25.10    The delay derived from a situation of FORCE MAJEURE or ACT OF GOD that
         affects the manufacturers, suppliers or subcontractors of THE OPERATOR
         and an acceptable alternative source of service, equipment,


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         parts or materials is not available may constitute for purposes of
         this CONTRACT a situation of FORCE MAJEURE or ACT OF GOD.

26.      CLAUSE TWENTY SIX

         ASSIGNMENT AND TRANSFER OF THE CONTRACT

26.1     LAGOVEN has the right, upon notification to THE OPERATOR to assign or
         transfer all or part of this CONTRACT to PDVSA or its operating
         AFFILIATES with the condition that PDVSA or THE AFFILIATE assumes all
         the rights and obligations that LAGOVEN has in accordance with this
         CONTRACT.

26.2     THE OPERATOR may not assign, delegate, transfer or subcontract the
         operation of the installations, all or in part, the rights and
         obligations it has assumed in this CONTRACT without prior
         authorization from LAGOVEN.  In any event of assignment or transfer,
         it is understood that THE OPERATOR will guarantee that the assignee
         will comply with the requirements relative to THE SERVICE as though it
         were THE OPERATOR.  The PARTIES agree that no assignment or transfer
         of the CONTRACT in this sense will diminish the responsibility of any
         of the PARTIES in accordance with the terms of the CONTRACT.

26.3     THE OPERATOR may contract the services required to fulfill its
         obligations, except for that provided in section 26.2 above, so long
         as the subcontracts are subject to reasonable market conditions and
         granted to technically and financially reliable subcontractors;
         furthermore, THE OPERATOR will be responsible for the execution by
         said subcontractors as if the corresponding activities were performed
         by THE OPERATOR itself.

26.4     Without prejudice to the responsibility assumed by THE OPERATOR in
         accordance with this CONTRACT, THE OPERATOR must require any assignee
         or subcontractor to obtain insurance policies and


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         bonds to back their responsibilities in accordance with the terms and
         conditions stipulated in this CONTRACT.

         Likewise, THE OPERATOR will protect and indemnify LAGOVEN for any
         payment made by LAGOVEN to an assignee or subcontractor of THE
         OPERATOR which results from noncompliance of THE OPERATOR with any
         obligation that it has according to the assignment or subcontract.

27.      CLAUSE TWENTY SEVEN

         CONFLICT OF INTEREST

27.1     THE OPERATOR states that no situation exists that would be a "Conflict
         of Interest" that affects the execution or performance of this
         CONTRACT.

27.2     A "Conflict of Interest" will exist when on a decision, act or
         contract of LAGOVEN, one or several LAGOVEN employees taking part or
         influencing such decision, act or contract, personally benefit or 
         favor their immediate families (ascendents/descendents, brothers, 
         nephews and other relatives to the 4(i) of blood relationship and the
         2(i) by marriage) or the persons who depend directly or even 
         indirectly through other individuals or even businesses, that is, 
         associations, corporations or companies.

27.3     In accordance with section 27.2 above, "Conflict of Interest" will be
         considered in the following situations, without being limited to same:

    27.3.1       Maintain commercial relationships or have interest of any
                 other kind that could give rise to the possibility of granting
                 preferential treatment to any individual or corporation that
                 is conducting or trying to conduct business with LAGOVEN.


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    27.3.2       Deliver or authorize the delivery of any data or information
                 relative to decisions, plans, projects, bids or any other
                 information of LAGOVEN.

    27.3.3       Accept from any individual or corporation that is conducting
                 or trying to conduct business with LAGOVEN, commissions,
                 profit sharing, gifts in cash or in kind, donations in bonuses
                 or other payments, loans or advances, services, repairs,
                 improvements or cost free travel or any other grants of
                 similar nature.

    27.3.4       Carry out executive or management missions or render service
                 as an employee, consultant or agent in any commercial,
                 industrial or financial institution, directly or indirectly,
                 related to or which are conducting or trying to conduct
                 business with LAGOVEN.

    27.3.5       If LAGOVEN becomes aware that THE OPERATOR or the companies
                 that comprise same, subcontractors or assignees have given
                 place to a "Conflict of Interest" situation provided in
                 sections 27.2 and 27.3 above without having previously
                 notified LAGOVEN as referenced in section 27.3.6 below,
                 without prejudice to the rights that correspond to it, LAGOVEN
                 may make the decision to cancel this CONTRACT at its sole
                 determination and full right without need for judicial
                 decision or resolution and without LAGOVEN being obligated to
                 indemnify THE OPERATOR, subcontractor or assignee for damages
                 and losses or any other concept.

    27.3.6       Each PARTY agrees to notify the other of any situation or
                 circumstance that occurs and which may create a "Conflict of
                 Interest" for the execution or performance of this CONTRACT
                 with the purpose of taking the steps necessary to avoid or
                 correct the situation outlined in accordance with the
                 provisions of this CONTRACT and applicable laws on this
                 matter.



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28.      CLAUSE TWENTY EIGHT


         HIRING OF PERSONNEL

         The PARTIES agree to not conduct any activity to attract and hire
         employees that are on the payroll of one of them, their parent
         companies, affiliates or subsidiaries to incorporate them on their own
         payroll.  Likewise they agree to not hire personnel that have been on
         the payroll of any of the PARTIES or its parent companies, affiliates
         or subsidiaries unless at least six (6) months have transpired
         calculated from the termination of the labor relationship with any of
         the above referenced companies.

29.      CLAUSE TWENTY NINE

         TERMINATION FOR NONCOMPLIANCE

29.1     In the event of noncompliance or deficiency in the execution of the
         obligations assumed in this CONTRACT by either of the PARTIES, the
         other PARTY may issue written notification to the noncomplying PARTY
         indicating clearly the nature of the noncompliance.  In this event the
         noncomplying PARTY will have a period of thirty (30) DAYS to correct
         its action and adapt to the CONTRACT.  In the event that the
         referenced time is insufficient due to the nature of the failure or
         noncompliance, the PARTY must request in writing thirty (30)
         additional DAYS for correction.  In the event that said period
         transpires without having corrected the failure, the PARTY not in
         noncompliance may cancel this CONTRACT immediately irrespective of the
         exercising of other rights or actions conferred by law or the
         CONTRACT.

29.2     In the event the contract is terminated for noncompliance of THE
         OPERATOR, THE OPERATOR must pay to LAGOVEN the following sums of
         money:  Thirty (30) Million DOLLARS if the termination occurs during
         the first five year period of the duration; Twenty (20) Million
         DOLLARS if the termination occurs during the second


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         five year period of the life of the CONTRACT; Fifteen (15) Million
         DOLLARS if the termination occurs during the third five year period of
         the duration; and Ten (10) Million DOLLARS if the termination occurs
         during the fourth five year period of the CONTRACT.

         THE OPERATOR must pay to LAGOVEN such sum, whatever the case, in the
         course of forty five (45) continuous days calculated from the date THE
         OPERATOR receives the Letter of Termination of the CONTRACT,
         furthermore LAGOVEN will have the right to exercise one of the
         following options:

         a)      Demand vacation of the SITE for which, unless LAGOVEN for
                 reasons of its own convenience decides otherwise, the SITE
                 must be returned free of all construction, machinery,
                 equipment, waste and environmentally sound, in the conditions
                 prevailing at the time it was delivered, within a period not
                 to exceed one hundred twenty continuous days.

         b)      Purchase, at a reasonable price agreed upon by the PARTIES,
                 all or part of THE INSTALLATIONS, materials, equipment and/or
                 inventories.

29.3     In the event noncompliance with the CONTRACT is due to causes
         imputable to LAGOVEN, LAGOVEN will pay to THE OPERATOR the amount
         corresponding to the undepreciated investment, calculated by
         multiplying the depreciation component of the rates times the gas
         volume to be compressed during the remaining time period, in
         accordance with compression profiles of Attachments D-1 and D-2.
         Additionally LAGOVEN will exercise one of the following options.

         a)      Require THE OPERATOR to vacate the SITE in a period no greater
                 than one hundred eighty (180) days.  For which, unless LAGOVEN
                 for reasons of its own convenience decides otherwise, the SITE
                 must be returned free of all construction, machinery,
                 equipment, waste and environmentally sound, in the conditions
                 prevailing at the time it was




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                 delivered.  The reasonable costs for vacating the SITE will be
                 the responsibility of LAGOVEN.

         b)      Purchase the INSTALLATIONS at a reasonable cost agreed upon by
                 the PARTIES.

29.4     It is understood that the amounts that the PARTIES are required to pay
         in accordance with this Clause will be the only compensation payable
         on demand in the event of termination of the CONTRACT for
         noncompliance.

30.      CLAUSE THIRTY

         REPRESENTATIVES, ANNOUNCEMENTS AND NOTIFICATIONS

30.1     REPRESENTATIVES OF THE PARTIES

         The REPRESENTATIVES of the PARTIES must establish by mutual agreement
         the administration procedures of the CONTRACT and communication
         between the PARTIES.  It is expressly understood and agreed that no
         REPRESENTATIVE of the PARTIES will have authority to modify all or
         part of this corresponding CONTRACT.

30.2     NOTICES AND NOTIFICATIONS

         All the notices, notifications and other communication issued by
         virtue of, or required by this CONTRACT must be in writing signed by
         the REPRESENTATIVE of the PARTIES and sent by certified mail or hand
         delivered, with acknowledgement of receipt, or by fax and/or telex
         with written confirmation to the addresses indicated in this Clause.
         These addresses may be changed by written notice sent to the other
         PARTY, the change of address taking effect fifteen (15) calendar days
         calculated from the receipt of written notice of said change.



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                                                           CONTRACT NO. 86-C-414





LAGOVEN
Representative:           Roberto Brucker
Address:                  Edificio Sede Lagoven
                          Avenida Alirio Ugarte Pelayo
                          Modulo IV - Nivel 2
                          Maturin, Estado Monagas
                          Venezuela
Telephone:                406924
Fax:                      406908


THE OPERATOR
Representative:           Randall Barnard
Address:                  One Williams Center, Tulsa, Oklahoma 74172, USA
Telephone:                00-001-918-588-2398
Fax:                      00-001-918-588-2103

A copy of notices sent to THE REPRESENTATIVE of THE OPERATOR will be sent to
Mr. Brian Matusek, via fax 001 713 896 2652.

31.      CLAUSE THIRTY ONE

         TAXES, FEES AND CONTRIBUTIONS

31.1     THE OPERATOR will be the sole and exclusive party responsible for the
         obligations of paying all the national, state or municipal fees,
         duties, contributions and taxes that are established in Venezuela and
         which are applicable, which may be imposed by virtue of the
         construction or operation of the INSTALLATIONS or the provision of the
         SERVICE.

31.2     It is likewise understood that any other charge, tax or contribution
         that THE OPERATOR my eventually be required to pay outside of
         Venezuela by reason of or due to this CONTRACT will be for THE
         OPERATOR'S account.


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32.      CLAUSE THIRTY TWO

         LEGAL ATTACHMENT(S)

32.1     If at any time there are reasonable indications of any preventive or
         executive legal attachment or claim directed against THE OPERATOR
         and/or its subcontractors for noncompliance with its obligations
         through which any charge or loss may be derived for LAGOVEN, the
         latter will have the authority to withhold the amount it owes THE
         OPERATOR up to an amount equal to the amount claimed.  Said amount
         withheld may be substituted by a bond presented by THE OPERATOR to
         LAGOVEN issued by a bank or insurance company of recognized solvency
         that guarantees to LAGOVEN faithful and sound compliance with the
         obligations from which the legal attachment or claim is derived.

32.2     It is understood that if LAGOVEN has to make any payment for the items
         stated in section 32.1 above because of a definitive judgement issued
         by a judicial or competent government authority that establishes the
         obligation of payment to third parties to the detriment of THE
         OPERATOR, LAGOVEN will immediately notify THE OPERATOR.  Likewise it
         is expressly understood and agreed that the authority of withholding
         provided in section 32.1 above will not be implemented in the events
         of labor claims or legal attachments so long as THE OPERATOR maintains
         in effect, for the time of the claim, a bond that protects LAGOVEN for
         such items in accordance with the provisions established in CLAUSE
         TWENTY - BONDS AND INSURANCE.

32.3     If for preventive, executive, judicial or any other kind of measures
         such as those derived from processes of liquidation, bankruptcy or
         delinquency not imputable to LAGOVEN the INSTALLATIONS cease to
         compress the GAS, THE OPERATOR is obligated to immediately correct the
         situation.  If the situation continues for a period greater than forty
         five (45) continuous days, LAGOVEN will have the right to cancel this
         CONTRACT irrespective of the exercising of other rights or actions
         conferred by law or the CONTRACT.


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         In the event of termination of the CONTRACT for these circumstances,
         LAGOVEN may exercise the options indicated in CLAUSE TWENTY NINE -
         TERMINATION FOR NONCOMPLIANCE, section 29.2, and likewise will become
         creditor by way of damages and losses of the amount that corresponds,
         referenced in said Clause.

33.      CLAUSE THIRTY THREE

         RATE ADJUSTMENTS

         For adjustments other than those provided in CLAUSE TWELVE - RATE AND
         ADJUSTMENTS, the adjustments in the rate due to decrees, laws,
         ordinances, collective bargaining contracts, exchange rate or
         assessment measures must be submitted to LAGOVEN'S consideration by
         THE OPERATOR in writing together with supporting documents.

         LAGOVEN will study the rate request and finding it in keeping will
         approve it.  In the event it has objections to the request it will
         notify THE OPERATOR and the PARTIES will meet in order to discuss the
         requested adjustment.

34.      CLAUSE THIRTY FOUR

         INTEGRAL CONTRACT, WAIVERS AND MODIFICATIONS

34.1     This CONTRACT constitutes the entirety of the agreement between
         LAGOVEN and THE OPERATOR and replaces other understandings, agreements
         or previous contracts, written or verbal, of any kind except those
         expressly indicated in this CONTRACT.

34.2     No waiver of the CONTRACT or part of same or failure to demand or
         force fulfillment of any rights under the CONTRACT will constitute
         waiver of any of the other rights under this CONTRACT.

34.3     The effects of the invalidity and unperformability of all or part of
         any of the provisions contained in this CONTRACT will only be limited
         to the entirety or part of such


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                                                           CONTRACT NO. 86-C-414





         invalid or unperformable provisions without extending to the entirety
         or part of the remaining provisions of this CONTRACT.

34.4     This CONTRACT may not be modified by any verbal commitment or
         otherwise except by mutual agreement between the PARTIES in writing
         and signed by the persons authorized to obligate the PARTIES.

35.      CLAUSE THIRTY FIVE

         LANGUAGES AND COPIES

         Of this CONTRACT two (2) copies are made in Spanish, of the same
         content and to one sole effect, in witness whereof the PARTIES sign
         said copies in Caracas on the 4th day of the month of February of
         1997.

         For LAGOVEN:                 For THE OPERATOR:

                       
         ---------------------------  -----------------------------------
         Name:   Peter Pagazani R.    Name:    Randall Barnard
                 ID.: 1.753.884                Passport No. 131482551
         Title:  Director             Title:   Managing Director
                                               Williams International
                                               Company



                                      
                                      -----------------------------------
                                      Name:    Brian Matusek
                                      Passport No. 130481643
                                      Vice President
                                      Production Operators, Inc.




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