Exhibit 10.2

                              Additional agreement
     to the Agreement for establishing a credit line # 250 dated May 6, 2002

City of Almaty                                                      May 6, 2002

1)   Kazkommertsbank OJSC hereinafter referred to as "the Bank" in the person of
     the Deputy Chairman of the Board of Directors Mr. A. L. Dautov acting on
     the basis of the Power of Attorney # 490 dated January 31, 2002, and

2)   Closed joint-stock company Karakudukmunay hereinafter referred to as "the
     Company" in the person of the Administrative Manager Mr. U. B. Khairov
     acting on the basis of the unnumbered Power of Attorney dated April 30,
     2002,

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

          1.   To change the definition of the term of "the Company" in Article
               1.1. of the Agreement and formulate it as follows:

               "Company         the person having concluded this Agreement
                                with the Bank - Closed joint-stock company
                                Karakudukmunay (hereinafter referred to as
                                "the Borrower")

          2.   To change the definition of the term of "the Accessorial
               Agreement" in Article 1.1. of the Agreement and formulate it as
               follows:

              "Accessorial Agreement    (a) agreement(s) [concluded between the
              ----------------------    Bank and the Company in the context of
                                        the Agreement and being an integral part
                                        of the Agreement] determining terms and
                                        conditions of granting the Credit Line
                                        (method and procedure of granting the
                                        financing, purpose, amount, term, rate
                                        of compensation (interest), commissions,
                                        procedure of repayment of the debt,
                                        etc.) and

                                        (b) agreement(s) concluded between the
                                        Bank and the Company beyond the
                                        Agreement, but included by them into the
                                        context of the Agreement and being an
                                        integral part of the Agreement
                                        [indicated in Appendix # 2 to the
                                        Agreement], all together [paragraphs (a)
                                        and (b)] and each separately;

<PAGE>


          3.   To change the definition of the term of "the Debt" in Article
               1.1. of the Agreement and formulate it as follows:

              "Debt                     the amount of (a) the Loan (principal
              -----                     debt) [including but not limited to the
                                        amounts of: credits, overdrafts, leasing
                                        received by the Company; letters of
                                        credit opened by the Bank; guarantees,
                                        security provided by the Bank; notes
                                        guaranteed and/or accepted by the Bank;
                                        used credit limit on payment cards
                                        issued by the Bank, etc.]; (b)
                                        compensation (interest) charged; forfeit
                                        (fine, penalties); payments provided by
                                        the Tariffs of the Bank; (c) all other
                                        commissions and payments to be paid by
                                        the Company to the Bank under the
                                        Agreement;"

          4.   To exclude Article 2.2. of the Agreement.

          5.   To change Article 2.3. of the Agreement and formulate it as
               follows:

          "2.3. The Credit Line shall be granted to the Company by means of
          concluding a corresponding Accessorial Agreement. The mandatory
          requirements (unless the Bank determines otherwise), fulfillment of
          which is necessary for granting the Credit Line to the Company by the
          Bank are as follows:

               (a)  applying to the Bank by the Company with an appropriate
                    request for granting the Credit Line not less than 3 (three)
                    months before the proposed date of concluding the
                    corresponding Accessorial Agreement;

               (b)  proper fulfillment of the existing obligations by the
                    Company;

               (c)  providing by the Company notarized copies of all documents
                    requested by the Bank [including but not limited to:
                    notarized copies of the Company's foundation documents;
                    resolutions of authorized agencies of the Company to
                    conclude the Agreement (or to accede to it) and to provide
                    the Security; other documents confirming use of the Credit
                    Line for the purposes specified and the financial status of
                    the Company];

               (d)  providing by the Company and/or third parties the Security
                    meeting the requirements of the Bank that would assure
                    fulfillment of all obligations of the Company arising from
                    the Agreement;

               (e)  adopting a positive resolution with regard to concluding the
                    Accessorial Agreement by the authorized bodies of the Bank
                    based on the results of examining the corresponding request
                    of the Company."

          6.   To change subparagraph (a) of Article 4.1. of the Agreement and
               formulate it as follows:

               "(a) In the event of violation by the Company of any of its
                    obligations under the Agreement, to collect (withdraw),
                    without acceptance or dispute, in any currency (regardless
                    of the currency of the Loan) any amounts of the Debt
                    (including outstanding) of the Company under the Agreement
                    (under any Accessorial Agreement) [including (but not
                    limited to) the following amounts: the Loan, compensation

<PAGE>

                    (interest), forfeit (fine, penalties), commissions
                    (including those provided for by the Bank's Tariffs in
                    effect when the corresponding transaction is effected
                    (hereinafter "the Bank Tariffs"), except for commissions for
                    risks and other commissions inapplicable to the Agreement),
                    losses and expenses relating to (caused by) any breach by
                    the Company of any obligation under the Agreement] by way of
                    direct debiting the Company's accounts with Kazkommertsbank
                    OJSC, and also by way of presentation, to bank accounts of
                    the Company (Borrower and/or Affiliated persons) established
                    with any banks (organizations exercising any particular
                    types of banking operations, and other credit organizations)
                    in the Republic of Kazakstan and abroad, of payment orders
                    executable without acceptance or other documents necessary
                    for collection (withdrawal) of the money without acceptance
                    and/or dispute. The payment order of the Bank shall be
                    executed for the amount of money actually deposited on the
                    bank account of the Company (the Borrower and/or the
                    Affiliated persons) indicated in it, and for collection
                    (withdrawal) of the entire sum of money indicated in the
                    Bank's payment order, in the event of insufficiency of the
                    money, the Bank's payment order shall be kept in the File to
                    the 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 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;"

          7.   To change subparagraph (b) of Article 4.1. of the Agreement and
               formulate it as follows:

               "(b) to request and obtain from the Company all necessary
                    information, including that of the financial status of the
                    Company, to check on its financial and economical situation,
                    use of the Loan for the purpose specified, availability and
                    condition of the Security, to demand that auditor's
                    confirmation of the information provided be presented, and,
                    subject to agreement with the Company, to assign (at the
                    Company's expense) audit of the Company in the event of the
                    Default;"

          8.   To change subparagraph (c) of Article 4.1. of the Agreement and
               formulate it as follows:

               "(c) in the event of the Default, to suspend or cease granting
                    the Credit Line (to annul the Limit) unilaterally;"

<PAGE>


          9.   To change subparagraph (f) of Article 4.1. of the Agreement and
               formulate it as follows:

               "(f) in the event of the Default and the Cross-default, to revise
                    (reduce) the limit of overdrafts indicated in paragraph (d)
                    of Article 2.1. of the Agreement, including the event of
                    decline in the credit turnover (without taking into
                    consideration crediting resources, temporary financial
                    assistance, and payments inside the company) on the current
                    accounts of the Company with Kazkommertsbank OJSC;

          10.  To change Article 4.2. of the Agreement and formulate it as
               follows:

                    4.2. The Company shall be entitled:

                    (a)  to repay the entire debt under the Agreement (including
                         under any of the Accessorial Agreements) or any part of
                         it to the Bank before the maturity date, subject to
                         payment of the compensation (interest) for the actual
                         time of using the Loan, having the Bank notified of
                         that 10 operational days prior to the proposed date of
                         effecting such advanced repayment;
                    (b)  to repay to the Bank the entire Debt or a part of it by
                         way of transferring the money to the Bank's account by
                         third parties, subject to the requirements of the
                         existing legislation of the Republic of Kazakstan."

          11.  To change subparagraph (a) of Article 4.3. of the Agreement and
               formulate it as follows:

                    "(a) to use the Loans in accordance with the purpose
                         specified and to render maximal assistance to the Bank
                         in verification of their use for the purpose specified.
                         However, such verifications should not interfere with
                         the normal activities of the company;"

          12.  To change subparagraph (e) of Article 4.3. of the Agreement and
               formulate it as follows:

                    "(e) to ensure that all the monies to be received by the
                         Company from any transactions are deposited only on the
                         bank accounts of the Company with Kazkommertsbank OJSC,
                         except for the cases when the Bank gives a written
                         permission to transferring the money to other accounts
                         of the Company;"

          13.  To change subparagraph (i) of Article 4.3. of the Agreement and
               formulate it as follows:

                    "(i) at the first inquiry of the Bank, to provide the latter
                         with:
                              -         notarised copies of any documents
                                        necessary to check on the Security,
                                        whether the Loan is used for the purpose
                                        specified;
                              -         notarised copies of contracts and
                                        agreements with all attachments and
                                        additional agreements to them (including
                                        those serving as the basis for
                                        concluding the Accessorial Agreement);
                              -         financial information (balance sheets,
                                        reports of the results of financial and


<PAGE>

                                        economic activities, cash flow reports,
                                        etc.), reports of audits and auditing
                                        commissions, and also any other
                                        information of financial and economic
                                        nature and documents allowing to obtain
                                        information relating to financial status
                                        of the Company and its use of the Loan;"

          14.  To exclude subparagraph (l) of Article 4.3. of the Agreement.

          15.  To change subparagraph (a) of Article 5.1. of the Agreement and
               formulate it as follows:

                    "(a) breach by the Company (the Borrower and/or any of the
                         Affiliated persons) of any of its obligations under the
                         Agreement (any of the Accessorial Agreements); and/or

          16.  To change subparagraph (b) of Article 5.1. of the Agreement and
               formulate it as follows:

                    "(b) ascertainment by the Bank of the fact that the Company
                         does not have money sufficient to fulfill current
                         and/or regular obligations of the Company under the
                         Agreement; and/or"

          17.  To change subparagraph (c) of Article 5.1. of the Agreement and
               formulate it as follows:

                    "(c) if the Company and/or any of the third parties
                         providing the Security are involved in any law
                         proceedings with the amount of the suit(s) in aggregate
                         exceeding an equivalent of US$100,000 (one hundred
                         thousand) at the current exchange rate of the National
                         Bank of the Republic of Kazakstan and/or if the
                         Company's property (the value of which exceeds an
                         equivalent of US$100,000 (one hundred thousand) at the
                         current exchange rate of the National Bank of the
                         Republic of Kazakstan) and/or any of its bank accounts
                         is distrained or collected in the amount exceeding an
                         equivalent of US$100,000 (one hundred thousand) at the
                         current exchange rate of the National Bank of the
                         Republic of Kazakstan, or a real threat of that exists;
                         and/or"

          18.  To change subparagraph (g) of Article 5.1. of the Agreement and
               formulate it as follows:

                    "(g) if the Company violated any of its obligations to any
                         third parties to the amount exceeding an equivalent of
                         US$100,000 (one hundred thousand) at the current
                         exchange rate of the National Bank of the Republic of
                         Kazakstan, except for the obligations, of which the
                         Company had notified the Bank in writing by the time of
                         concluding the Agreement; and/or"

<PAGE>


          19.  To change subparagraph (i) of Article 5.1. of the Agreement and
               formulate it as follows:

                    "(i) to demand that the Company should, before the appointed
                         time (within a period named by the Bank, but not
                         earlier than 10 (ten) working days from receiving by
                         the Company the first written claim of the Bank),
                         fulfil all its obligations under the Agreement (all
                         Accessorial Agreements): to repay the full amount of
                         the Loan, to pay the compensation (interest) charged,
                         as well as any other sums of the debt under the
                         Agreement; and/or"

          20.  To change subparagraph (v) of Article 5.1. of the Agreement and
               formulate it as follows:

                    "(v) to effect withdrawal (collection) of the corresponding
                         amounts of money without acceptance and dispute by way
                         of direct debiting the Company's accounts with
                         Kazkommertsbank OJSC, and also by way of presentation,
                         to bank accounts of the Company established with any
                         banks (organizations exercising any particular types of
                         banking operations, and other credit organizations) in
                         the Republic of Kazakstan and abroad, of payment orders
                         executed without acceptance or other documents (not
                         requiring acceptance by the Company) that are necessary
                         for collection (withdrawal) of the money without
                         acceptance and/or dispute with a view to forming a
                         cover (reserve) for obligations of the Company to the
                         Bank under the Agreement and for the obligations
                         assumed to any third parties under the Accessorial
                         Agreements concluded by the Bank with the Company."

          21.  To exclude Article 5.4. of the Agreement

          22.  To exclude Article 5.5. of the Agreement

          23.  To change Article 5.6. of the Agreement and formulate it as
               follows:

               "5.6. The Security provided for the Bank by the Company and/or
               third parties shall assure fulfillment of all obligations of the
               Company under the Agreement."

          24.  To exclude Article 5.8. of the Agreement

          25.  To change Article 6.1. of the Agreement and formulate it as
               follows:

               "6.1. The Company shall effect repayment of the Loan and payment
               of the compensation (interest) and effect other payments within
               the time, in the amount, and in accordance with the procedure
               specified in the Agreement (including the corresponding
               Accessorial Agreement)."

<PAGE>


          26.  To change Article 6.2. of the Agreement and formulate it as
               follows:

               "6.2. Repayment by the Company of the debt under the Agreement
               shall be effected in the following sequence:
                    (1)  sum of the payments provided for by the Bank Tariffs
                         and/or the Agreement;
                    (2)  sum of the compensation (interest);
                    (3)  sum of the Loan [including (but not limited to the
                         amount of): credits, overdrafts, leasing received by
                         the Company; letters of credit opened by the Bank;
                         guarantees, security provided by the Bank; notes
                         guaranteed and/or accepted by the Bank; used credit
                         limit on payment cards issued by the Bank, etc.].

               In the event of occurrence of any outstanding debt on repayment
               of the Loan and/or payment of the compensation (interest) charged
               and/or the commissions, the debt of the Company under the
               Agreement shall be repaid in the following sequence:
                    (1)  sum of expenses and losses of the Bank under the
                         Agreement, including those provided for in Article 7.3.
                         of the Agreement;
                    (2)  sum of the payments provided for by the Bank Tariffs
                         and/or the Agreement;
                    (3)  sum of the forfeit (fine, penalty);
                    (4)  sum of the compensation (interest);
                    (5)  sum of the Loan [including (but not limited to the
                         amount of): credits, overdrafts, leasing received by
                         the Company; letters of credit opened by the Bank;
                         guarantees, security provided by the Bank; notes
                         guaranteed or accepted by the Bank; used credit limit
                         on payment cards issued by the Bank, etc.]. However,
                         the Bank shall be entitled to determine and apply, at
                         its own discretion, any other sequence of repayment of
                         the debt of the Company under the Agreement."

          27.  To change Article 6.4. of the Agreement and formulate it as
               follows:

               "6.4. In the event of any change of:
                    -    financial and/or credit market; and/or
                    -    conditions and/or sources of attraction and/or
                         formation and/or placement by the Bank of credit and/or
                         deposit and/or any other financial resources
                         [including, but not limited to: (i) adoption of
                         corresponding resolutions by the legislative agencies
                         of the Republic of Kazakstan or by the Government of
                         the Republic of Kazakstan, or by the National Bank of
                         the Republic of Kazakstan, and/or (ii) any adverse for
                         the Bank change of the rate of refinancing and/or
                         exchange rate (rates) of any foreign currency
                         (currencies) to tenge, and/or indices of inflation,
                         devaluation, rise in price of the deposit and/or any
                         other financial resources attracted by the Bank, etc.]

               the Bank reserves the right to unilaterally alter any terms and
               conditions of the Agreement (all Accessorial Agreements)
               [including, but not limited to: rate of compensation (interest),
               amount of forfeit (fine), commissions] on the expiry of 10 (ten)
               days from the date of sending by the Bank a written notification
               (hereinafter "the written notification") to the Company. In this
               case the Company shall either (i) accept the new terms and
               conditions of the Agreement (all Accessorial Agreements), or (ii)
               within 10 (ten) days of the date of sending the written
               notification by the Bank to the Company fully repay to the Bank

<PAGE>

               the entire amount of the debt under the Agreement before the
               appointed date (without paying the commission for the advanced
               repayment indicated in paragraph (a), Article 7.1 of the
               Agreement); the compensation shall be paid only for the actual
               time of using the Loan. Unless the Company exercises the right to
               advanced repayment of the debt, the new terms and conditions of
               the Agreement shall come into force and become binding upon the
               Company and the Bank on the expiry of 10 (ten) days from the date
               of sending by the Bank the written notification to the Company,
               which shall be an integral part of the Agreement."

          28.  To change Article 7.1. of the Agreement and formulate it as
               follows:

               "7.1. The Company is obliged:
                    (a)  to pay to the Bank commission for prolongation of the
                         Accessorial Agreement in the amount of _____ % of the
                         prolonged sum within a ten day period of the date of
                         each prolongation;
                    (b)  to pay to the Bank commission for organization of
                         establishing the Credit Line in the amount of _____ %
                         of the sum of the Limit (subparagraph (a), Article 2.1
                         of the Agreement) within a _____ day period of
                         conclusion of the Agreement;
                    (c)  to pay to the Bank commission for obligation in the
                         amount of _____ % per year of the non-revolving part of
                         the Limit unused by the Company (subparagraph (a),
                         Article 2.1 of the Agreement), which shall be paid by
                         the Borrower not later than the _____ day of each
                         month, beginning from the date of conclusion of the
                         Agreement until the expiry of a corresponding, for the
                         non-revolving part of the Limit, Period of Availability
                         (subparagraph (c), Article 2.1. of the Agreement);"

          29.  To exclude Article 7.2. of the Agreement.

          30.  To change subparagraph (b) of Article 8.1. of the Agreement and
               formulate it as follows:

               "(b) conclusion of the Agreement by the Company for receiving the
               Credit Line does not conflict with the foundation documents of
               the Company, the current legislation of the Republic of Kazakstan
               and the legislation of the place of incorporation of the Company,
               any other transactions concluded by the Company with any third
               parties; has been approved by the bodies of the Company
               authorized by its foundation documents and also by any other
               third parties, including governmental agencies (if obtaining such
               approval is required by the law). If, subsequently, the Bank
               requires that the Company should submit the documents and/or
               perform certain actions to confirm the approvals of conclusion by
               the Company of the Agreement and the Security agreements by the
               bodies of the Company and the third parties (including
               governmental agencies), such documents will be submitted and
               actions performed by the Company within the time appointed by the
               Bank;"

          31.  To change subparagraph (d) of Article 8.1. of the Agreement and
               formulate it as follows:

               "(d) the Company is not involved into any legal proceedings as a
               defendant (co-defendant) on any claims for a total amount
               exceeding 100,000 (one hundred thousand) US Dollars at the
               current exchange rate of the National Bank of the Republic of
               Kazakstan;"

<PAGE>


          32.  To change subparagraph (e) of Article 8.1. of the Agreement and
               formulate it as follows:

               "(e) that the debt of the Company on taxes and any other
               obligatory payments to the budget does not exceed and will not
               exceed in the future 5,000,000 (five million) tenge;"

          33.  To change subparagraph (h) of Article 8.1. of the Agreement and
               formulate it as follows:

               "(h) that the Security provided by the Company and/or the third
               parties properly exists, executed in accordance with the
               requirements of the legislation, and that there is no threat of
               its losing, destruction, or annulment. The third parties
               providing the Security comply with all the provisions specified
               in Article 8 of the Agreement, except for paragraphs (d), (e),
               (f), (g), (j), (k);"

          34.  To change subparagraph (i) of Article 8.1. of the Agreement and
               formulate it as follows:

               "(i) fulfillment of the Obligations under the Agreement will be
               effected by the Company prior to any other obligations to any
               third parties (except for the obligations on payments to the
               budget), and the Company will not assume any obligations to any
               third parties that can negatively affect its capacity to fulfill
               its obligations under the Agreement properly and promptly, or
               otherwise infringe upon the Bank's interests under the
               Agreement;"

          35.  To change subparagraph (j) of Article 8.1. of the Agreement and
               formulate it as follows:

               "(j) there are no violations by the Company of any obligations to
               any third parties on any transactions to the amount exceeding an
               equivalent of $100,000 (one hundred thousand) US Dollars at the
               current exchange rate of the National Bank of the Republic of
               Kazakstan, except for the violation, of which the Company had
               notified the Bank in writing by the time of concluding the
               Agreement;"

          36.  To change Article 9.3. of the Agreement and formulate it as
               follows:

               "9.3. All disputes and disagreements that arise with regard to
               the Agreement shall be resolved in accordance with the procedure
               provided for by the current legislation of the Republic of
               Kazakstan."

          37.  To change Article 10.3. of the Agreement and formulate it as
               follows:

               "10.3. All alterations and/or amendments to the Agreement shall
               be executed as additional agreements to it to be signed by
               representatives of the Bank and the Company."

<PAGE>


          38.  To change Article 10.4. of the Agreement and formulate it as
               follows:

               "10.4. All notifications relating to the terms and conditions of
               the Agreement shall be sent by the Bank to the Company at the
               address indicated in the Agreement, or any other address
               indicated by the Company."

          39.  To change Article 10.5. of the Agreement and formulate it as
               follows:

               "10.5. All notifications relating to the terms and conditions of
               any particular Accessorial Agreement shall be sent by the Bank to
               the Company at the address indicated in the Agreement, or any
               other address indicated by the Company."

          40.  To exclude Appendix # 1 to the Agreement.

          41.  To change the second line of the second column in the table in
               Appendix # 2 to the Agreement and formulate it as follows:

               "Title of the executive officer or details of the power of
               attorney, signature of the representative"

          42.  This Additional agreement shall be an integral part of the
               Agreement and shall be valid upon signing by authorized
               representatives of the Parties.

          43.  This Additional agreement is executed in three copies having
               equal legal force, two for the Bank, one for the Company.


               LEGAL ADDRESSES AND BANKING DETAILS OF THE PARTIES:
               ---------------------------------------------------

BANK: Kazkommertsbank OJSC - Republic of Kazakstan, Almaty, 480060, 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;

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


                           BANK                       BORROWER

                       A. L. Dautov                   U. B. Khairov
                       --------------------           --------------------
                       A. L. DAUTOV                   U. B. KHAIROV