Exhibit 10.4


                          ACCESSORIAL AGREEMENT # 615/A
                              (for granting a loan)

Almaty                                                             June 14, 2004

          1)   Kazkommertsbank OJSC hereinafter referred to as "the Bank" in the
               person of the Director of the Corporate Relations Department No.
               1 Ms. L. A. Satubaldina acting on the basis of Power of attorney
               # 270 dated June 14, 2004, on the one side, and

          2)   Karakudukmunay JSC hereinafter referred to as "the Company" in
               the person of the General Director Mr. Paul Simon Ties and the
               Financial Director Mr. K. K. Rakhishov acting on the basis of the
               Charter on the other side,

collectively referred to as "the Parties", and separately as stated above or as
"the Party", have concluded this Accessorial Agreement (hereinafter "the
Accessorial Agreement") in the context of the Agreement for establishing a
credit line # 250 dated May 6, 2002 (hereinafter "the Agreement") on the
following:

1.   SUBJECT OF THE AGREEMENT

1.1. The Bank grants a loan to the Company in the amount of USD 2,000,000.00
     (two million) US dollars. The Loan is granted to the Company for the period
     from June 14, 2004, to December 14, 2004.
1.2. For using the loan the Company agrees to pay to the Bank a compensation
     (interest) in the amount of 14% (fourteen) per cent per annum of the sum of
     the loan. The amount of compensation (interest) shall be calculated on the
     basis of a year consisting of 360 days, for the actual number of days of
     using the loan by the Company.

2.   TERMS OF CREDITING

2.1.  The Loan shall be granted to the Company for the following purposes:
      replenishment of floating assets.
2.2. The Loan shall be granted by the Bank by way of transferring the sum of
     loan to the checking account of the Company # 05070546 in the Aktau
     affiliate of the Bank.
2.3.  Repayment of the loan and payment of the compensation (interest) shall be
      effected by the Company by way of transferring the money to the Bank
      within the time and in the amount specified in Appendix # 1 to the
      Accessorial Agreement, which is an integral part of it.
      Amount, method of calculation of the compensation (interest), schedule of
      payments, terms of repayment may be changed by agreement of the Parties
      subject to concluding an additional agreement to the Accessorial
      Agreement.
2.4. The Bank shall be entitled to collect (withdraw) without acceptance any
     amounts of the outstanding debt of the Company under the Accessorial
     Agreement including but not limited to the following amounts: loan,
     compensation (interest), forfeit (fine, penalties), expenses and losses
     related to the violation by the Company of its obligations under the
     Accessorial Agreement (including the cost of notarisation of authenticity
     of the copies of the Accessorial Agreement attached to the Bank's payment
     documents):
     o    by way of direct debiting the Company's bank accounts with the Bank on
          the basis of the Bank's instructions or other documents provided for
          by the current legislation of the Republic of Kazakstan and/or
          internal normative documents of the Bank, and/or
     o    by way of presenting payment orders executable without acceptance
          (with a notarised copy of the Accessorial Agreement attached) or other
          documents required to effect, without acceptance and/or dispute,
          collection (withdrawal) of money to the Company's bank accounts
          established with any banks (organizations performing certain types of
          banking operations and other crediting organization) on the territory
          of the Republic of Kazakstan and abroad.

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       If the money on the Company's bank account is sufficient, the Bank's
       payment document (including the payment order) should be executed for the
       amount indicated in it, and for collection (withdrawal) of the entire sum
       of money indicated in the Bank's payment document, if the money is
       insufficient, it should be kept in the File to the Company's bank
       account. In the event of collection of the money without acceptance in
       any currency other that the currency of the Loan, conversion of the
       collected money into the currency of the Loan or into tenge in accordance
       with the requirements of the currency legislation shall be effected, at
       the Bank's option, at the rate established by the Bank for buying or
       selling of the collected currency or currency of the Loan and/or at the
       rate of the collected currency to the currency of the Loan as established
       by the Bank with the commission for conversion established by the Bank's
       tariffs being deducted from the converted amounts.

                        3. RESPONSIBILITY OF THE PARTIES

3.1. In the event of violation of any of the obligations with regard to
     repayment of the loan and/or payment of the compensation (interest), the
     Company shall pay to the Bank a penalty (fine) in the following amount:
     -    for a violation up to 7 (seven) days inclusive, the amount of the
          forfeit (fine) shall be calculated at the actual rate of compensation
          (interest) under the Agreement of the amount of the outstanding
          payment (grace period), providing that the Company fulfills the
          outstanding (broken) obligation within the abovementioned (seven day)
          period;
     -    for a violation over 7 (seven) days, 0.3% of the sum of the
          outstanding payment for each day of the delay (not including the
          abovementioned grace period).

                              4. FINAL PROVISIONS

4.1. Any relations of the Parties in the part not regulated by the Accessorial
     Agreement shall be governed by the Agreement, the provisions of which have
     direct effect on the relations of the Parties under the Accessorial
     Agreement.
4.2. The Accessorial Agreement is executed in three copies having equal legal
     force, two copies for the Bank and one for the Company.

             5. LEGAL ADDRESSES AND BANKING DETAILS OF THE PARTIES

BANK: Kazkommertsbank OJSC - Almaty, 135/H Gagarin av., correspondent account
900161126, MFO 190501926 in the Department of payment systems of the National
Bank of the Republic of Kazakstan, RNN 600400055239, residency code 1, economy
sector code 4;

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BORROWER: Karakudukmunay JSC - Republic of Kazakstan, Mangistau oblast, Aktau,
466200, District 3, Building 82, proceeds account 06467365, currency account
05070546 in Aktau affiliate of Kazkommertsbank OJSC, RNN 430600001175, residency
code 1, economy sector code 7.


         BANK                                              COMPANY

   -----------------                            --------------------------------
   L. A. Satubaldina                            Paul Simon Ties, K. K. Rakhishov




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<TABLE>
<CAPTION>

                                                                                          APPENDIX # 1
                                                                                          to Accessorial Agreement
                                                                                          No. 615/A (for granting
                                                                                          a loan) dated June 14, 2004


                                                        SCHEDULE
                                    of repayment under the Accessorial Agreement No. 615/A
                                          (for granting a loan) dated June 14, 2004


------------------------- ---------------------- ---------------------------------------------- ----------------------
   Date of Repayment       Balance of debt on                      Repayment                      Total to be paid
                                the loan
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                          Loan                 Interests
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                           <C>
     June 14, 2004            2,000,000.00
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
   December 14, 2004          2,000,000.00            2,000,000.00            142,333.33            2,142,333.33
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
         Total:                                       2,000,000.00            142,333.33            2,142,333.33
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>





        BANK                                             COMPANY

--------------------                          ----------------------------------
L. A. Satubaldina                             Paul Simon Ties, K. K. Rakhishov