EXHIBIT 10.24

THIS AGREEMENT is made this 11th day of November 2002.

BETWEEN:

AVENUE ENERGY INC. a Delaware corporation , of 15303 Ventura Boulevard, 9th
Floor, Sherman Oaks, California (COMPANY);

AND

DORMLEY PTY LTD (ACN 009 159 728) of Level 12, 1 William Street, Perth, Western
Australia (CONSULTANT);

AND

JACOB JAN KORNELIS POLL of 45 Philip Road, Dalkeith, Western Australia
(NOMINATED EXECUTIVE).

RECITALS:

A.       The Company, the Consultant and the Nominated Executive have
         concurrently with this Agreement entered into the SPA.

B.       It is a condition precedent to the SPA that the Company, the Consultant
         and the Nominated Executive enter into a consultancy agreement. C. The
         Company wishes to confirm the appointment of the Consultant as a
         part-time consultant to the Company.

D.       The Company wishes to confirm the appointment of the Nominated
         Executive, as its Director of Exploration.

E.       The Consultant has agreed to be appointed by the Company pursuant to
         the terms and conditions of this Agreement.

IT IS AGREED AS FOLLOWS:

1.       DEFINITIONS AND INTERPRETATION

A.       1.1 DEFINITIONS

         In this Agreement, unless the context or subject matter otherwise
         requires the following terms shall have the following meanings:

         AGREEMENT means the agreement constituted by this document and includes
         the recitals.

         ANNIVERSARY DATE means each date during the Term which occurs on an
         anniversary of the commencement of the Term.

         BOARD means the Board of Directors of the Company.

         BUSINESS means the business of the Company.

         CAUSE means, except as otherwise contemplated by Clauses 3.1(a), 3.1(b)
         or 3.1(d) below, the involuntary termination of the Agreement by the
         Company by reason of:

                  i.       the material breach by Consultant or Nominated
                           Executive of the terms and conditions of this
                           Agreement;

                  ii.      the willful or habitual failure by Consultant or
                           Nominated Executive to perform requested duties
                           commensurate with their duties pursuant to the terms
                           of this Agreement; or
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                  III.     the willful engaging by Consultant or the Nominated
                           Executive in misconduct materially injurious to the
                           Company.

                  iv.      is convicted of any major criminal offence.



         CONFIDENTIAL INFORMATION has the meaning given in clause 0.

         DOCUMENTS includes but is not limited to software (including source
         code and object code versions), manuals, diagrams, graphs, charts,
         projections, specifications, estimates, records, concepts, documents,
         accounts, plans, formulae, designs, methods, techniques, processes,
         supplier lists, price lists, customer lists, market research
         information, correspondence, letters and papers of every description,
         including all copies of and extracts from any of the same.

         ENGAGEMENT means the engagement of the Consultant under this Agreement
         to perform the Services, as defined below.

         GST means the tax imposed by the A New Tax System (Goods and Services
         Tax Imposition - General) Act 1999.

         GST ACT means the A New Tax System (Goods and Services Tax) Act 1999.

         GST SUPPLY means a supply as defined in and which is subject to
         liability for GST under the GST Act.

         MORAL RIGHTS means the right of integrity (that is, the right not to
         have a work subjected to derogatory treatment), the right of
         attribution of authorship, and the right not to have authorship of a
         work falsely attributed, granted to authors under the Copyright Act
         1968 (Cth) or otherwise. RELATED BODY CORPORATE has the meaning given
         in the Corporations Act.

         SPA means the Share Purchase Agreement and put option agreement between
         the Company, the Consultant and the Nominated Executive dated November
         __, 2002.

         SERVICES means the duties of the Consultant and the Nominated Executive
         as described in Clauses 4.1 and 4.2 below.

         TAX INVOICE means a tax invoice as defined in the GST Act or any
         document allowing claim to an input tax credit under the GST Act.

         TERM means the term of this Agreement set out in clause 3.

         WORKS means any and all materials (whether or not in electronic or
         other form) including, without limitation, literary works, dramatic
         works, musical works, artistic works, cinematographic films, sound
         recordings, television or sound broadcasts, computer software, and a
         compilation of any of the aforementioned, prepared, compiled, developed
         or commissioned in the performance of this Agreement, whether or not in
         existence at the commencement of the Term.


1.2      INTERPRETATION

         In this Agreement unless the context otherwise requires:

                  (a)      headings are for convenience only and do not affect
                           its interpretation;

                  (b)      an obligation or liability assumed by, or a right
                           conferred on, 2 or more Parties binds or benefits all
                           of them jointly and each of them severally;
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                  (c)      the expression PERSON includes an individual, the
                           estate of an individual, a corporation, an authority,
                           an association or joint venture (whether incorporated
                           or unincorporated), a partnership and a trust;

                  (d)      a reference to any party includes that party's
                           executors, administrators, successors and permitted
                           assigns, including any person taking by way of
                           novation;

                  (e)      a reference to any document (including this
                           Agreement) is to that document as varied, novated,
                           ratified or replaced from time to time;

                  (f)      a reference to any statute or to any statutory
                           provision includes any statutory modification or
                           re-enactment of it or any statutory provision
                           substituted for it, and all ordinances, by-laws,
                           regulations, rules and statutory instruments (however
                           described) issued under it;

                  (g)      words importing the singular include the plural (and
                           vice versa) and words indicating a gender include
                           every other gender;

                  (h)      reference to parties, clauses, schedules, exhibits or
                           annexures are references to parties, clauses,
                           schedules, exhibits and annexures to or of this
                           Agreement and a reference to this Agreement includes
                           any schedule, exhibit or annexure to this Agreement;

                  (i)      where a word or phrase is given a defined meaning,
                           any other part of speech or grammatical form of that
                           word or phrase has a corresponding meaning; and

                  (j)      a reference to $ or DOLLAR is to Australian currency.

2        ENGAGEMENT

2.1      ENGAGEMENT

         The Company engages the Consultant to perform the Services upon the
         terms of this Agreement and the Consultant accepts that engagement.

         2.1 (a) The Consultant shall, during the Term hereof, while performing
         Services pursuant to the Engagement, shall at all times be, act,
         function and perform all services and responsibilities as an
         independent contractor. It is further mutually understood and agreed
         that no work, act, commission or omission of any act by the Consultant,
         Nominated Executive or the Company pursuant to the terms of this
         Agreement shall be construed to make or render the Consultant or the
         Nominated Executive an employee of the Company. The Consultant shall
         and shall cause the Nominated Executive to be fully responsible for
         their own debts and obligations.

         2.1 (b) The Nominated Executive shall report to and be supervised by
         the Board of Directors of the Company (the "Board").

         2.1 (c) The Consultant covenants and agrees to make all required
         "Governmental Payments" as hereinafter defined, in a timely manner
         which arise out of or which may become due as a result of the
         Consultant's and/or the Nominated Executive rendering the Services
         under this Agreement. For the purposes of this Agreement "Governmental
         Payments" shall be defined as any and all payments required to be made
         on behalf of either the Consultant and/or the Nominated Executive to a
         Federal, state or local taxing authority or governmental agency arising
         out of or resulting from this Agreement or the rendering of the
         Services hereunder, including but not limited to withholding for any
         payroll taxes, superannuation, workers compensation, or other state or
         Federal taxes.2.1 (d) The Consultant further acknowledges and agrees
         that the foregoing covenants, representations and warranties will be
         relied upon by the Company for the purpose of determining whether or
         not it is necessary for the Company to make Governmental Payments and
         the Consultant agrees that if any Governmental Payments are not made,

<PAGE>

         and if thereafter it is determined that such Governmental Payments were
         legally required by the Company, the Consultant shall indemnify, defend
         and hold the Company, and each of the Company's officers, shareholders,
         directors, members, and other representatives, harmless from and
         against any and all claims, liabilities, judgments, lawsuits, damages,
         costs and expenses with respect to such unpaid Governmental Payments,
         including, but not limited to, any penalties, interest and reasonable
         legal fees and costs in the defence and disposition of any such matter
         relating thereto.

         2.1 (e) Consultant and Nominated Executive shall not have any authority
         to enter into any agreement, understanding commitment or otherwise to
         bind the Corporation in any way to any third party without the
         Company's expressed prior authorization.


2.2      NON-EXCLUSIVITY

                  (a)      Subject to the prior approval of the Company, the
                           Consultant and the Nominated Executive shall during
                           the Term be free to provide the services set out in
                           this Agreement to any other person or entity from
                           time to time unless it is to an entity or person
                           which is engaged in direct competition with the
                           Company or would interfere with the Consultant's
                           obligations to the Company.

                  (b)      Subject to Clause 4, and subject to the full prior
                           disclosure to and consent from the Board, the
                           Consultant shall not be limited in reviewing,
                           negotiating and finalising other transactions in
                           which the Consultant, a related body corporate of the
                           Consultant or the Nominated Executive may have a
                           direct or indirect interest.

2.3      NOMINEE

         The Consultant covenants that the Nominated Executive will be the
         person who will perform the services set out in this Agreement on
         behalf of the Consultant during the Term and shall carry the title as
         the Company's Director of Exploration, or such other title as the
         parties shall agree.

3.       TERM

3.1      INITIAL TERM

         The term of this Agreement shall commence as of 15 October 2002 and,
         unless earlier terminated as herein provided, shall continue for a
         period of two years from the date hereof. This Agreement shall be
         terminated prior to the expiration of two years from the date hereof
         only in the event of the occurrence of any one of the following
         circumstances:

                  (a)      The death of the Nominated Executive; or in the event
                           that he is of unsound mind or under the control of
                           any committee or officer under any law relating to
                           mental health, in which case the Company shall
                           automatically terminate this Agreement and pay
                           Consultant three months Fees as described in Clause
                           5.1 below in lieu thereof.

                  (b)      The Company terminates this Agreement for Cause; or

                  (c)      The Company's Board deems that it has or will cease
                           engaging in or operating oil and gas activities, in
                           which case the Company may elect to terminate this
                           Agreement and pay Consultant six months Fees as
                           described in Clause 5.1 below in lieu thereof.

                  (d)      The Company at its discretion for any reason,
                           elects to pay Consultant 12 months Fees as described
                           in Clause 5.1 below in lieu thereof. For the purposes
                           of this Agreement, the "Term" hereof shall be the
                           period from the date hereof through the expiration of
                           the Term or such other shorter period in the event
                           the Agreement is terminated sooner pursuant to
                           Clauses 3.1(a) through 3.1(d) above.
<PAGE>

         Extension of Term by Company

         The parties may mutually agree to extend the Term upon such terms and
         conditions as may be agreed between the parties.

4.       DUTIES

4.1      GENERAL DUTIES

         The Consultant will:

                  (a)      act with professional skill as a Consultant to the
                           Company with a view to promoting, advancing and
                           improving the Business;

                  (b)      subject only to the policies and directions of the
                           Board, act on its own responsibilities and initiative
                           and exercise all professional judgment as to the
                           manner in which the services shall be performed;

                  (c)      make regular reports at intervals or on occasions as
                           the Board or any nominee of the Board may request and
                           settle, from time to time, the terms of any
                           announcements that the Company is required to make to
                           any relevant stock exchange or governmental body in
                           respect of its activities;

                  (d)      perform the services for any related body corporate
                           of the Company as the Board may from time to time
                           reasonably require;

                  (e)      procure that the Nominated Executive will devote
                           sufficient of his time and attention to the Business
                           to ensure its promotion to the best of his and the
                           Consultant's ability; and to the satisfaction of the
                           Board; and

                  (f)      cause the Nominated Executive to comply with Clause
                           4.1(a) in his performance of the Consultant's duties
                           and exercise those powers as the Board may from time
                           to time assign to it.

4.2      SPECIFIED DUTIES

         The specific duties of the Consultant include:

                  (a)      administer the Company's acreage portfolio to ensure
                           performance of any joint venture requirements of the
                           Company (including technical and operating committee
                           obligations);

                  (b)      assist the Board with presentations regarding the
                           Company's acreage portfolio;

                  (c)      sourcing and pursuing oil related opportunities for
                           the Company and, with the Company's consent, entering
                           into oil related agreements on behalf of the Company;

                  (d)      formulating strategies to promote and improve the
                           performance of the Company; and

                  (e)      seeking to develop new opportunities and expand the
                           Company's current activities and market share.
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4.3      CONSULTANT NOT TO ACCEPT INDUCEMENTS

         The Consultant will not accept any payment or other benefit in money or
         in kind from any person as an inducement or reward for any act or
         omission or information or documents in connection with any matter or
         business transacted by or on behalf of the Company or its related
         bodies corporate.

4.4      DISCHARGE OF DUTIES

         The Consultant shall discharge its duties and the Services as and when
         it is required for the Term (unless terminated in accordance with
         Clause 3). The Consultant covenants that it will provide its services
         on a part-time basis for a minimum of 10 days per month. One day shall
         mean a minimum of 8 hours or two days of 4 hours each. Though in any
         event, Consultant endeavour to be available to render the Services on
         an at call basis.

4.5      REVIEW

         The performance of the Consultant in the provision of the Services
         under this Agreement shall be reviewed by the Board at regular
         intervals as the Board may determine.

4.6      REPORTING OBLIGATIONS

         The Consultant shall be directly responsible to the Board of the
         Company, and will report all of its activities to them.

5.       REMUNERATION

5.1      CONSULTANT TO RECEIVE FEE

         The Company will pay to the Consultant for the Services a gross
         consulting fee of US$6,800 per month (FEE). The Fee will be reviewed
         from time to time by the Company in accordance with the policy of the
         Company for review of fees and salaries. At the Company's sole
         discretion, the Fee may be increased (but will not be decreased,
         subject to the terms of this Agreement) (REVIEW).

5.1      (a) Except as expressly set forth in Clause 5.1 or elsewhere in this
         Agreement, consultant shall not be entitled to receive any other
         compensation or benefits from the Company as a result of the
         performance of Consultant's the Services hereunder, including but not
         limited to participation in the Company's life, health and disability
         insurance plans, profit sharing, or bonus plans or any other plans or
         programs currently or which in the future may become available to the
         Company's officers or employees, in such capacities. Neither Consultant
         nor Nominated Executive shall be entitled to vacation, severance,
         sick-pay, holiday or other benefits from the Company.


5.2      FEE PAYABLE MONTHLY

         The Consultant's entitlement to the Fee accrues daily and is payable in
         arrears on the 15th of every month or as otherwise agreed.

5.3      PERFORMANCE BASED BONUSES

         In addition to the Review, the Company may, at its sole discretion at
         any time during the Term, pay to the Consultant a performance-based
         bonus over and above the Fee (PERFORMANCE BASED BONUS). In determining
         the extent of any Performance Based Bonus, the Company shall take into
         consideration the key performance indicators of the Consultant and the
         Company, as the Company may set from time to time, and any other matter
         that it deems appropriate.
<PAGE>

5.4      PLACE OF SERVICE

         The Company shall provide for the use of the Consultant and the
         Nominated Executive any office, secretarial assistance, facilities,
         working conditions and other amenities that the Company currently has
         or may in the future have available at its disposal for the Consultant
         to utilise in the performance of its duties in accordance with this
         Agreement.

5.5      TRAVEL

         The Consultant acknowledges that as part of the conditions of its
         consultancy, the Nominated Executive may be required (even at short
         notice) to travel in the course of the Engagement and the Nominated
         Executive agrees to undertake this travel on behalf of the Company.

6.       EXPENSES

6.1      REIMBURSEMENT OF CONSULTANT'S TRAVEL EXPENSES

         Subject to the Company's prior approval and upon provision of all
         documentary evidence reasonably required by the Company, the Company
         will reimburse the Consultant for all approved travelling
         intra/interstate or overseas (travelling business class or as otherwise
         agreed), including accommodation.

6.2      OFFICE EXPENSES

         The Company agrees to provide the Consultant with US$1,000 per month as
         reimbursement for office related expenses (the EXPENSE PAYMENT), such
         payment to be made in arrears at the same time as payment of the Fee
         (as set out in clause 5.2). It is acknowledged that the amount of
         US$1,000 constitutes a reasonable reimbursement of the Consultant's
         office related monthly expenses which include, but not limited to
         telephone/facsimile/mobile telephone costs e-mail , computer services
         and software update expenses , postage/courier expenses , presentation
         material/printing expenses , secretarial expenses , car and parking ,
         publications and subscriptions and entertaining.

7.       ACKNOWLEDGMENTS

         The Consultant and the Nominated Executive acknowledge that:

                  (a)      all trade and business secrets, and other information
                           and Documents which are not generally known or
                           available or not already known or available to the
                           Consultant and/or the Nominated Executive at the time
                           of disclosure (other than through the Company's
                           disclosure and without breach of this clause 0) but
                           which relate to the affairs or business of the
                           Company and its related bodies corporate or any
                           person with whom the Consultant and/or the Nominated
                           Executive come into contact as a result of this
                           Agreement, or which come into the Consultant's and/or
                           the Nominated Executive's possession in the course
                           and by reason of the Engagement, whether or not the
                           same were originally supplied by the Company or its
                           related bodies corporate, are confidential
                           (CONFIDENTIAL INFORMATION);

                  (b)      the Confidential Information has been and will be
                           acquired by the Company or its related bodies
                           corporate at the Company's or its related body
                           corporate's initiative and expense; and

                  (c)      the Company and its related bodies corporate have
                           spent and will spend effort and money in establishing
                           and maintaining its customer base, employee skills
                           and the Confidential Information. Accordingly, it is
                           reasonable that the Consultant should enter into the
                           representations and warranties contained in this
                           Agreement.
<PAGE>

8.       CONFIDENTIALITY

8.1      SECRECY OF CONFIDENTIAL INFORMATION

         The Consultant and the Nominated Executive agree that the Confidential
         Information is at all times to be treated as secret and undertake to
         maintain and take all steps necessary to maintain the Confidential
         Information in strictest confidence.

8.       2 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

         The Consultant and the Nominated Executive represent and warrant that
         they will not, either during the Engagement or at any time afterwards
         except in the proper course of the Consultant's and the Nominated
         Executive's duties under this Agreement or as required by law or by the
         Company, use or disclose to any person any Confidential Information,
         and the Consultant and the Nominated Executive will use their best
         endeavours to prevent the unauthorised use or disclosure of
         Confidential Information by third parties. 8.3 DISCLOSURE TO THIRD
         PARTIES

         The Consultant and Nominated Executive agree that they will require any
         third party who has been given access or shall be given access to the
         Confidential Information to maintain that information in the strictest
         confidence and to procure that they enter into confidentiality
         agreements with the Company on terms satisfactory to the Company in its
         reasonable discretion.

9.       TERMINATION

9.1      GROUNDS FOR TERMINATION BY THE COMPANY

         The Company may at its sole discretion terminate this Agreement at any
         time for Cause effective immediately and without payment of any Fee
         other than Fees accrued to the date of termination.

         The Company may at its sole discretion terminate this Agreement at any
         time, as provided in Clauses 3.1 (a), (c) and (d).

         Furthermore, the Company may at its sole discretion terminate the
         Engagement in the manner specified in clause 0:

                  (a)      if at any time the Consultant is or goes into
                           liquidation or administration or receivership or
                           makes a composition or arrangement with creditors
                           generally or takes advantage of any statute for the
                           relief of insolvent debtors; or

                  (b)      if at any time the Consultant or the Nominated
                           Executive:

                           (i)      is incapacitated by illness or injury of any
                                    kind which prevents the Nominated Executive
                                    from performing his duties under this
                                    Agreement for a period of three consecutive
                                    months or any periods aggregating three
                                    months in any period of 12 months during the
                                    term of the Engagement;

                           (ii)     is incapacitated by a serious illness or
                                    injury of any kind which would conceivably
                                    prevent the Nominated Executive from
                                    performing his duties under this Agreement
                                    for over two consecutive months.

                           (iii)

                           (iv)     in the reasonable opinion of the Board, is
                                    absent in, or demonstrates incompetence with
                                    regard to the performance of his duties
                                    under this Agreement, or is neglectful of
                                    his duties under this Agreement or otherwise
                                    does not perform his duties under this
                                    Agreement in a satisfactory manner, provided
                                    that the Nominated Executive:
<PAGE>

                  a.       has been counselled on at least three separate
                           occasions of the specific matters complained of by
                           the Board; and

                  b.       after each such occasion has been provided with a
                           reasonable opportunity of at least 14 days to remedy
                           the specific matters complained of by the Board;

9.2      COMPANY TO GIVE NOTICE

         Where the Company decides to terminate the Engagement for a reason
         specified in clause 0, it may do so in the following manner:

                  a.       for any reason specified in clause 9.1 (b) (i)(ii),
                           by giving three month's written notice or by making a
                           payment of three month's Fee in lieu thereof; or

                  b.       for any reason specified in clause 9.1 (a) or 9.1
                           b(iv), , by giving one month's written notice or by
                           making a payment of one month's Fee in lieu thereof

9.3      GROUNDS FOR TERMINATION BY THE CONSULTANT

         The Consultant may at its sole discretion terminate this Agreement
         immediately by written notice to the Company if at any time the Company
         commits any serious or persistent breach of any of the provisions
         contained in this Agreement and the breach is not remedied within 30
         days of receipt of written notice from the Consultant to the Company to
         do so.

9.4      TERMINATION BY THE CONSULTANT

         The Consultant may terminate the Engagement by giving the Company 12
         months written notice.

9.5      CONSULTANT TO REPAY AMOUNTS OWING

         Subject to any agreement to the contrary, on termination of the
         Engagement the Consultant will pay or repay to the Company or its
         related body corporate all sums which the Consultant then owes the
         Company and its related body corporate, whether those sums are then due
         to be paid or not.

9.6      NOT TO PREJUDICE RIGHTS

         Termination of the Engagement will not prejudice any rights or remedies
         already accrued to either party under, or in respect of any breach of,
         thus Agreement.

10.      CONSEQUENCES OF TERMINATION

10.1     DELIVER UP ALL PROPERTY

         On termination of the Engagement, however occurring, the Consultant
         will immediately:

                  a.       deliver up to the Company all property belonging to
                           the Company or any of its related bodies corporate
                           which is in its or the Nominated Executive's
                           possession, including without limiting the foregoing,
                           the Company's Documents; and

                  b.       destroy, deliver up to the Company (and not retain
                           any copy whatsoever) all electronically stored
                           information which is the property of the Company.
<PAGE>

10.2     RESIGN OFFICES

         On termination of the Engagement, however occurring, the Consultant and
         the Nominated Executive, at the request of the Board, will resign
         without claim for compensation from any office (including that of
         director) held by it in the Company or in any related body corporate of
         the Company. If the Consultant fails to do so, the Company is
         irrevocably authorised to appoint another person in its name and on its
         behalf to execute all documents and to do all things requisite to give
         effect thereto.

10.3     NO REPRESENTATIONS

         After termination of the Engagement, however occurring, the Consultant
         and the Nominated Executive will not represent themselves as being in
         any way connected with or interested in the business of the Company or
         any of its related bodies corporate.

11.      DISPUTE RESOLUTION

11.1     NOTICE OF DISPUTE

         If a dispute arises in connection with this Agreement, a party to the
         dispute may give to the other party to the dispute notice specifying
         the dispute and requiring its resolution under this clause.

11.2     MEDIATION

         If the dispute is not resolved within 7 days after the notice of
         dispute is given to the other party (NOTICE PERIOD), the dispute is by
         this clause submitted to mediation.

11.3     APPOINTMENT OF MEDIATOR

         If the parties have not agreed upon the mediator and the mediator's
         remuneration within 7 days after the Notice Period:

                  a.       the mediator is the person appointed by; and

                  b.       the remuneration of the mediator is the amount or
                           rate determined by,

         the President of the Western Australian Law Society or the President's
         nominee, acting on the request of either party to the dispute.

11.4     COURT PROCEEDINGS

         If the dispute is not resolved within 28 days after the appointment of
         the mediator, any party may then, but not earlier, commence proceedings
         in any court of competent jurisdiction.

11.5     INJUNCTIVE RELIEF

         This clause does not prevent either party from obtaining any
         injunctive, declaratory or other interlocutory relief from a court,
         which may be urgently required.

12.      DELEGATION AND ASSIGNMENT This Agreement is personal to the parties
         and:

                  a.       the Consultant will not delegate the performance of
                           the duties set out in this Agreement to any employee
                           or agent of the Company without the prior written
                           consent of the Board or any nominee of the Board
                           (other than the Nominated Executive); and
<PAGE>

                  b.       this Agreement will not be assigned by either party
                           without the prior written consent of the other party.

13.      SEVERANCE

         If any provision of this Agreement is invalid and not enforceable in
         accordance with its terms, all other provisions which are
         self-sustaining and capable of separate enforcement without regard to
         the invalid provision, shall be and continue to be valid and forceful
         in accordance with their terms.

14.      VARIATION

         No modification or alteration of the terms of this Agreement shall be
         binding unless made in writing dated subsequent to the date of this
         Agreement and duly executed by the Parties.

15.      NO WAIVER

         Failure or omission by the Company at any time to enforce or require
         strict or timely compliance with any provision of this Agreement will
         not affect or impair that provision in any way, or the right of the
         Company to avail itself of the remedies it may have in respect of any
         breach of a provision.

16.      NOTICES

16.1     REQUIREMENTS FOR NOTICE

         Each notice authorised or required to be given to a Party shall be in
         writing and may be delivered personally or sent by properly addressed
         and prepaid mail or facsimile in each case addressed to the Party at
         its address set out in clause 0, or as the case may be to such other
         address as it may from time to time notify to the other Parties
         pursuant to clause 0.

16.2     ADDRESS OF PARTIES

         The initial address of the Parties shall be as follows:

         In the case of the Company:

         (15303 Ventura Boulevard, 9th Floor
         Sherman Oaks, California 91403
         Facsimile:    00 111 8181-380-3021
         Attention:    Jonathan Herzog
         In the case of the Consultant and the Nominated Executive:

         45 Philip Road
         DALKEITH  WA  6009
         Facsimile:    INT + (618) 9386 2053
         Attention:    Mr Jaap Poll

16.3     CHANGE OF ADDRESS

         Each Party may from time to time change its address by giving notice
         pursuant to clause 16.1 to the other Parties.

16.4     RECEIPT OF NOTICE

         Any notice given pursuant to clause 16.1 will be conclusively deemed to
         have been received:

                  a.       in the case of personal delivery, on the actual day
                           of delivery if delivered prior to 5 pm (Perth time)
                           on a Business Day or on the next following Business
                           Day if delivered after 5 pm (Perth time) on a
                           Business Day or on other than a Business Day;
<PAGE>

                  b.       if sent by mail, on the second clear Business Day
                           after the day of posting; or

                  c.       if sent by facsimile, on the day the facsimile was
                           sent by clear transmission.

17.      FURTHER ASSURANCE

         Each Party shall sign, execute and do all deeds, acts, documents and
         things as may reasonably be required by the other Party to effectively
         carry out and give effect to the terms and intentions of this
         Agreement.

18.      GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
         the law from time to time in the State of Victoria and the Parties
         agree to submit to the non-exclusive jurisdiction of the courts of
         Victoria and the courts which hear appeals therefrom.

19.      COUNTERPARTS

         This Deed may be executed in any number of counterparts (including by
         way of facsimile) each of which shall be deemed for all purposes to be
         an original and all such counterparts taken together shall be deemed to
         constitute one and the same instrument.

20.      ENTIRE AGREEMENT

         This Deed shall constitute the sole understanding of the Parties with
         respect to the subject matter and replaces all other agreements with
         respect thereto.

21.      TIME

         Time shall be of the essence in this Agreement in all respects.

22.      COSTS

22.1     STAMP DUTY

         All stamp duty assessed on or in respect of this Agreement shall be
         paid by the Company.

22.2     LEGAL COSTS

         Each Party shall bear their own legal costs of and incidental to the
         preparation, negotiation and execution of this Agreement.

<PAGE>


EXECUTED by the Parties as an Agreement.
EXECUTED by                                   )
AVENUE ENERGY , INC.                          )
in accordance with the law of its             )
place of incorporation                        )
and its constituent documents:                )

/s/ Yam-Hin Tan
---------------------------------------------
Director
/s/ Jonathan Herzog
---------------------------------------------
Director / Secretary


EXECUTED by                                   )
DORMLEY PTY LTD                               )
ACN 009 159 728                               )
in accordance with the Corporations Act:      )

/s/ Jacob Jan Kornelis Poll
---------------------------------------------
Director

/s/ V M Poll
---------------------------------------------
Director/ Secretary

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SIGNED by                                     )
JACOB JAN KORNELIS POLL                       )    /s/ Jacob Jan Kornelis Poll
in the presence of:                           )    (Signature)


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Signature of Witness

           (Illegible)
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Full Name of Witness
(BLOCK LETTERS)

               (Illegible)
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Address:

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Occupation: