<PAGE>   1
                                                                 EXHIBIT 10.11.2

                                LETTER AGREEMENT

                      AREA: BRECLAV BLOCK - CZECH REPUBLIC

               THIS AGREEMENT made as of the 6th day of July 2000


AMONGST:

         UNIGEO a.s., a body corporate, with an office in the city of
         Ostrava-Hrabova, in the Czech Republic (Unigeo)

                                      -and-

         CESKA NAFTARSKA SPOLECNOST, a body corporate, with an office in the
         city of Hodonin in the Czech Republic (COC)

                                      -and-

         GEOCAN ENERGY INC., a body corporate, with an office in the city of
         Calgary, in the Dominion of Canada (GEOCAN)

WHEREAS the Breclav Block was acquired by COC on June 30, 2000 ("Effective
Date") on behalf of Unigeo and GEOCAN;

AND WHEREAS Unigeo and GEOCAN will pay an Assignment Fee to COC upon execution
of this Letter Agreement and conduct a certain work program on the Breclav
Block;

AND WHEREAS COC has a certain knowledge of the Breclav Block, will provide
geological and geophysical services to the said Block, and retain a convertible
gross overriding royalty, on the terms and conditions contained in this
Agreement;

AND WHEREAS the Parties wish to provide for the maintenance, exploration,
operations and the development of the Breclav Block and Title Documents on the
terms and conditions contained in this Agreement;

NOW THEREFORE, this Agreement witnesseth that, in consideration of the premises
and of the mutual covenants herein contained and the benefits to be derived
herefrom, the Parties agree as follows:

1.       DEFINITIONS

         In this agreement, including the recitals and the attached Schedules,
unless the context otherwise requires, the definitions set out in the Operating
Procedure apply and the following expressions mean:

         a)       "Abandonment" (or any derivative of Abandon) means proper
                  plugging of a well in compliance with the applicable
                  Regulations including the restoration of the
<PAGE>   2
Letter Agreement                                                          Page 2


                  wellsite to the satisfaction of any governmental body having
                  jurisdiction with respect thereto;

         b)       "Agreement" means this document and all amendments made
                  hereto;

         c)       "Cap" means to set in the well production casing and to place
                  in the well all equipment necessary for the taking of
                  production and to cap by placement of suitable wellhead
                  control equipment;

         d)       "Completion" (or any derivative of Complete) means the
                  installation in, on, or with respect to a well drilled
                  hereunder of all such production casing, tubing and wellhead
                  equipment and all such other equipment and material necessary
                  for the permanent preparation of such well for the taking of
                  Petroleum Substances therefrom up to and including the outlet
                  valve on the wellhead, including a pump and pumpjack if
                  initially required to produce the well, and includes, as
                  necessary, the perforating, stimulating, treating, fracing and
                  swabbing of such well and the conduct of such production tests
                  with respect to such well as are reasonably required to
                  establish the initial producibility of the well;

         e)       "Equipping" (or any derivative of Equip) means the acquisition
                  and installation of such equipment as is required to produce
                  Petroleum Substances from a Completed well drilled hereunder,
                  including, without restricting the generality of the
                  foregoing, a pump (or other artificial lift equipment), the
                  acquisition and installation of the flow lines and production
                  tankage serving such well and, if necessary, a heater,
                  dehydrator or the wellsite facility for the initial treatment
                  of Petroleum Substances produced from such well to prepare
                  such production for transport to market, but specifically
                  excluding costs incurred beyond the point of entry into a
                  gathering system, plant or other common facility, which will
                  be constructed and operated pursuant to a separate agreement;

         f)       "Operating Procedure" means the 1990 CAPL Operating Procedure
                  attached to and forming part of this Agreement as Schedule "B"
                  and includes the Accounting Procedure attached as Exhibit "1"
                  thereto;

         g)       "Party" or "Parties" means a person, firm or corporation which
                  is bound to this Agreement;

         h)       "Paying Quantities" means the anticipated output from a well
                  of that quantity of Petroleum Substances which, considering
                  the costs of Completing the well, Equipping costs, operating
                  costs, kind and quality of production, the anticipated cost of
                  treating, processing and transporting such production, the
                  availability of markets, the price to be received thereof,
                  would warrant incurring the cost of Completion and Equipping
                  costs of the well;

         i)       "Payout" means when the aggregate of the proceeds received by
                  Unigeo and GEOCAN from the sale of Petroleum Substances
                  allocated to the Test Well spacing unit equals the costs of
                  the Assignment Fee, the Study Phase, the Seismic Phase, as
                  described in clauses 9 and 10, and the costs of drilling,
                  Completing,
<PAGE>   3
Letter Agreement                                                          Page 3


                  Equipping and operating the Test Well, including the royalty
                  payable to the Czech Republic, COC'S gross overriding royalty,
                  taxes (excluding income taxes) and any costs for reworking or
                  repairs incurred with respect to the Test Well or when the
                  Test Well is Abandoned, whichever first occurs;

         j)       "Petroleum Substances" means all substances and matters in
                  which rights are held by Unigeo under the Title Documents;

         k)       "Breclav Block" means the Breclav Oil and Gas Exploration
                  permit dated June 30, 2000, the block outline of which is more
                  fully described on the plat in Schedule "A".

         l)       "Royalty Agreement" means the form of royalty agreement as
                  completed, a copy of which is attached hereto as Schedule "C"
                  and does not require any further execution in order to be
                  effective in the manner provided in this Agreement;

         m)       "Assignment Fee" means seven hundred and fifty thousand Czech
                  Crowns (CZK 750,000) will be paid by Unigeo and GEOCAN to COC,
                  upon signing this Letter Agreement, representing past costs
                  incurred for the Breclav Block, and the participating
                  interests according to clauses 5 and 15. The Assignment Fee
                  will be shared according to the participating interests set
                  out in clause 5.

         n)       "Test Well" means the well to be drilled pursuant to Test Well
                  clause;

         o)       "Test Well spacing unit" means two hundred & fifty-six (256)
                  hectares for gas and sixty-four (64) hectares for oil.

         p)       "Title Documents" means the documents set forth and described
                  as such under the heading "Title Documents" in Schedule "A"
                  and includes all renewals, extensions, amendments or
                  continuations thereof or further documents of title issued
                  pursuant thereto insofar as they relate to the Breclav Block.

2.       SCHEDULES

         The following schedules are attached to and incorporated into this
agreement:

         a)       Schedule "A" which sets out the Breclav Block and Title
                  Documents;

         b)       Schedule "B" which is the Operating Procedure;

         c)       Schedule "C" which is the Royalty Agreement;

3.       WARRANTY

         a)       COC does not convey to GEOCAN or Unigeo any greater right on
                  title to the Breclav Block than that which it may hold by
                  virtue of the Title Documents and
<PAGE>   4
Letter Agreement                                                          Page 4


                  makes no warranty as to such right or title except that as of
                  the Effective Date COC warrants that:

                  i)       it is a registered interest holder of the Title
                           Documents as specified in Schedule "A",

                  ii)      it has paid all rentals and other payments required
                           under the terms of the Title Documents and has
                           complied with all the necessary terms and conditions
                           to the extent necessary to keep same in full force
                           and effect and has not received any notice of
                           default;

                  iii)     it has not assigned, transferred, conveyed or in any
                           other way encumbered its interest under the Title
                           Documents.

                  The costs for the rentals and other payments required under
                  the terms of the Title Documents will be shared according to
                  the participating interests in clauses 5 and 15, as the case
                  maybe.

         b)       Except as otherwise provided in this Agreement, if the
                  interest of any Party in the Breclav Block is now or in the
                  future becomes encumbered by any royalty, overriding royalty,
                  production payment or other burden payable out of production
                  attributable to its participating interest hereunder, other
                  than the royalty payable to the Czech Republic, and the gross
                  overriding royalty reserved to pursuant to this Agreement,
                  such Party will become solely responsible for the additional
                  burden and will hold the other Parties harmless from and
                  against all claims, demands and causes of action relating
                  thereto.

4.       OPERATIONS

         a)       All operations conducted by the Parties pursuant to this
                  Agreement will be at the Parties' individual sole risk and
                  expense unless the contrary is specifically stated and always
                  in accordance with clauses 5 and 15.

         b)       All operations conducted by the parties pursuant to this
                  agreement will be in a lawful manner and in accordance with
                  good oilfield practice.

5.       PARTICIPATING INTERESTS FOR STUDY PHASE, SEISMIC PHASE AND TEST WELL

         The participating interest of the Parties in the Breclav Block, the
         Title Documents, the Petroleum Substances, and the operations to be
         carried out pursuant to the Study Phase, Seismic Phase and Test Well
         are as follows:

<TABLE>
<S>                                  <C>
                  Unigeo             - 17.6471% working interest
                  GEOCAN             - 82.3529% working interest
                                       --------
                                           100%
</TABLE>
<PAGE>   5
Letter Agreement                                                          Page 5


6.       CONFLICT OF PROVISIONS

         Wherever there is a conflict between this Agreement and the Operating
         Procedure, the terms and provisions of this Agreement will prevail and
         wherever there is a conflict between this Agreement and the Title
         Documents, the terms and provisions of the Title Documents will
         prevail.

7.       APPOINTMENT OF OPERATOR

         COC, subject to clause 16, is hereby appointed the initial Operator to
         conduct operations on the Breclav Block. GEOCAN, however, will be
         responsible for the supervision of all drilling, completion, equipping,
         and abandonment operations conducted on the Breclav Block.

8.       APPLICATION OF OPERATING PROCEDURE

         The Operating Procedure will apply to all operations conducted in
         respect of the maintenance, exploration and development of the Breclav
         Block for the production of petroleum substances pursuant to the Title
         Documents and the applicable regulations.

9.       STUDY PHASE

         Subject to clause 16, on or before October 31, 2000, GEOCAN will review
         and finalize with the Parties a detailed budget that outlines the work
         program and associated costs for the Study Phase on the Breclav Block.
         During the Study Phase Unigeo and GEOCAN will review all of the
         geological and geophysical data that is available including geological
         and geophysical information held by COC, over the Breclav Block, in
         order to assess the potential for drilling a Test Well, as described in
         clause 11. The costs incurred during the Study Phase will be shared in
         the participating interests described in clause 5.

         At the end of the Study Phase Unigeo and GEOCAN will elect to proceed
         to the Seismic Phase, as described in clause 10, elect to drill a Test
         Well or discontinue to do any further work on the Breclav Block.

10.      SEISMIC PHASE

         If during the Study Phase Unigeo and GEOCAN are not able to determine
         that a Test Well should be drilled and Unigeo and GEOCAN elect to
         proceed to the Seismic Phase, GEOCAN subject to clause 16, will prepare
         for approval by the Parties hereto a budget for the shooting of a
         seismic program on the Breclav Block, that will include the timing for
         shooting seismic, the size of the seismic program and the costs
         associated to shooting, processing, and interpreting the data. The
         costs incurred during the Seismic Phase will be shared in the
         participating interests described in clause 5. If only one Party elects
         to shoot the seismic program it will do so at its sole cost risk,
         expense and own the seismic data and trading rights 100%. The Party
         that elects not to participate will not receive a copy of the data or
         share in the interpretation of said data.
<PAGE>   6
Letter Agreement                                                          Page 6


         At the end of the Seismic Phase Unigeo and GEOCAN will elect to drill a
         Test Well or discontinue to do any further work on the Breclav Block.

11.      TEST WELL

         a)       If Unigeo and GEOCAN elect to drill a Test Well they will spud
                  the Test Well at a location of their choice on the Breclav
                  Block and will then diligently and continuously, at their sole
                  cost, risk and expense drill a well, log, test, and Complete
                  or Abandon the same in accordance with the terms and
                  conditions of this Agreement and the Czech Republic
                  regulations.

         b)       If the Test Well is found to be capable of production in
                  Paying Quantities, Unigeo and GEOCAN will Equip such well for
                  production by paying all Completion costs and Equipping costs.
                  If, however, the Test Well is capable of production, which is
                  primarily natural gas, and there is not an adequate market
                  immediately available therefor, Unigeo and GEOCAN may Cap such
                  well until an economic market for the gas becomes available,
                  at which time Unigeo and GEOCAN will Complete and Equip the
                  Test Well at its sole cost, risk and expense.

         c)       If the Test Well is not capable of production in Paying
                  Quantities, Unigeo and GEOCAN will, subject to the Abandonment
                  Clause, Abandon the Test Well at is sole cost, risk and
                  expense, in a manner satisfactory to the Minister of
                  Environment, and will clean up the wellsite and access road.

         d)       Unigeo and GEOCAN will share the costs of the Test Well as to
                  their participating interests described in clause 5.

12.      ABANDONMENT

         If, at anytime after drilling the Test Well, but prior to completing
         the Test Well, Unigeo and GEOCAN wish to Abandon the Test Well, the
         Parties will comply with the following provisions:

         a)       Unigeo and GEOCAN will give COC written notice that it wishes
                  to Abandon the Test Well. Provided COC is in receipt of all
                  related log, and test data, COC must respond to Unigeo and
                  GEOCAN abandonment notice within forty-eight (48) hours of
                  receipt of the notice in the case where there is a drilling
                  rig on location, or in all other cases, within thirty (30)
                  days.

         b)       If COC fails to respond or COC advises Unigeo and GEOCAN by
                  written notice that COC consents to the Abandonment of the
                  Test Well, Unigeo and GEOCAN will, at their sole cost, risk
                  and expense, Abandon the Test Well in accordance with good
                  oilfield practice and the Czech Republic regulations.

         c)       If COC advises Unigeo and GEOCAN that it does not consent to
                  the Abandonment of the Test Well, Unigeo and GEOCAN will, for
                  the purposes of this Agreement, be deemed to have Completed or
                  Abandoned the Test Well.
<PAGE>   7
Letter Agreement                                                          Page 7


                  COC will take over the Test Well and conduct all further
                  operations relating thereto at its sole cost, risk and
                  expense. The estimated costs of Abandonment and the estimated
                  net salvageable value of material and equipment will be
                  calculated. In the event the estimated Abandonment costs
                  exceed the estimated net salvageable value, the difference
                  will be paid by Unigeo and GEOCAN to COC. In the event the
                  estimated net salvageable value exceeds the estimated
                  Abandonment costs, the difference will be paid by COC to
                  Unigeo and GEOCAN. COC will then receive from Unigeo and
                  GEOCAN a surrender in a form satisfactory to COC of all Unigeo
                  and GEOCAN'S interest in and to the Test Well, and all
                  material and equipment in and on the surface rights, and all
                  other contracts relating to the Test Well and necessary for
                  COC'S further operations. If COC Completes the Test Well,
                  Unigeo and GEOCAN will also surrender to COC their interest in
                  the Test Well spacing unit insofar as it relates to the
                  Completed formation(s). Unigeo and GEOCAN will save COC
                  harmless from all costs, debts, claims, charges and damages
                  relating to the documents so assigned up to the time of take
                  over of the Test Well.

         d)       COC will be liable to Unigeo and GEOCAN for all loss, costs,
                  damages and expenses whatsoever which it may suffer, sustain,
                  pay or incur and in addition will indemnify and save harmless
                  Unigeo and GEOCAN against all actions, suits, costs, and
                  demands which may be brought against or suffered by Unigeo and
                  GEOCAN arising out or in any way attributable to the
                  operations carried on by COC on the Test Well and the Test
                  Well Spacing Unit after take over pursuant to this Clause.

13.      GROSS OVERRIDING ROYALTY

         Upon Unigeo and GEOCAN drilling the Test Well pursuant to this
         Agreement, the Royalty Agreement will be deemed to have been executed
         and delivered with respect to the Test Well spacing unit. COC will
         receive a gross overriding royalty, as described in the Royalty
         Agreement, subject to the right of conversion of the gross overriding
         royalty described in clause 14.

14.      CONVERSION OF GROSS OVERRIDING ROYALTY

         a)       Unigeo and GEOCAN will, in addition to the other required Test
                  Well information, furnish to COC every three (3) months
                  following Completion of the Test Well an accurate and itemized
                  record of all production secured from the Test Well and any
                  other information with respect to the operation of and
                  production from the Test Well as may be requested by COC.

         b)       Upon Payout, Unigeo and GEOCAN will send written notice of
                  Payout to COC. COC will have a period of thirty (30) days from
                  receipt of such notice to elect to convert its gross
                  overriding royalty interest to a 15% working interest in the
                  Test Well spacing unit. Failure to make an election will be
                  deemed an election not to convert. If COC elects to convert
                  its gross overriding royalty interest to a working interest,
                  then after the effective date of election as provided in sub
                  clause (c) COC
<PAGE>   8
Letter Agreement                                                          Page 8


                  will own said working interest in the Test Well spacing unit,
                  the Test Well, all equipment therein and thereon and all
                  production therefrom. The provisions of Schedule "B" will then
                  apply to govern the relationship of Unigeo and GEOCAN and COC
                  with respect to all operations on the Test Well spacing unit.

         c)       The effective date of an election to convert under sub clause
                  (b) by the COC will be the first day of the calendar month
                  following the calendar month in which Payout occurs.

         d)       In the event the Test Well is Abandoned prior to Payout, COC'S
                  gross overriding royalty interest as set out in the Royalty
                  Agreement will automatically convert to a 15% working interest
                  in the Test Well spacing unit. The effective date of such
                  conversion will be the date of Abandonment of the Test Well.

15.      PARTICIPATING INTERESTS AFTER STUDY PHASE, SEISMIC PHASE AND TEST WELL.

         The participating interests of the Parties in the Breclav Block, the
         Title Documents, the Petroleum Substances and the operations to be
         carried out after the Study Phase, Seismic Phase and Test Well,
         excluding the Test Well spacing unit, are as follows:

<TABLE>
<S>                                       <C>
                       Unigeo             - 15%
                       COC                - 15%
                       GEOCAN             - 70%
                                          ----
                                           100%
</TABLE>

16.      OPERATING COMMITTEE

         a)       To provide for the orderly supervision and direction of all
                  operations under this Agreement, there shall be an Operating
                  Committee set up which is comprised of representatives of each
                  Party to this Agreement; each Party is to appoint one
                  representative and one alternate to serve thereon. Operator's
                  representative shall be chairman of the Operating Committee.
                  The alternate appointed by a Party shall only act in the event
                  the representative appointed by such Party is not available.
                  Each Party shall have the right to change its representative
                  and alternate at any time by notifying the other Parties to
                  that effect. Each Party shall be entitled to vote through its
                  representative or alternate in proportion to its participating
                  interest from time to time. Other personnel including
                  consultants (to a maximum of two) of a Party may attend
                  Operating Committee meetings as observers. Except as otherwise
                  provided elsewhere in this Agreement and subject to Article X
                  of the Operating Procedure, the decisions of the Operating
                  Committee on all matters coming before it shall be made by a
                  vote of a total participating interest, as provided for in
                  Clauses 5 and 15, of at least eighty - five percent (85.0%).

         b)       In matters relating to operations pursuant to Article X of the
                  Operating Procedure only participating Parties shall be
                  entitled to vote.
<PAGE>   9
Letter Agreement                                                          Page 9


         c)       The Operating Committee shall meet whenever requested by the
                  giving of at least thirty (30) days prior written notice by
                  Operator (who shall give such notice when requested by any
                  Party) and shall meet at least once in each six months
                  commencing with January 1, or July 1, of each calendar year
                  (calendar semester), to consider a work program and budget. At
                  the time of providing notice, Operator shall also supply a
                  reasonably detailed agenda for the meeting and a matter not
                  appearing on said agenda may not be proposed for a vote at the
                  meeting unless all the Parties otherwise agree or unless any
                  Party wishing to propose a matter for a vote notifies all
                  other Parties in writing at least five (5) days prior to the
                  date of such meeting of a matter or matters it intends to
                  propose for a vote at the meeting. However, by the unanimous
                  agreement of all Parties any such calendar semester meeting
                  may be cancelled in the event it is unnecessary. Except as
                  herein otherwise provided, the decisions of the Operating
                  Committee shall be binding on all Parties. Meetings of the
                  Operating Committee shall be held in Ostrava-Hrabova, Czech
                  Republic at the offices of Operator or at such place as the
                  Parties may unanimously agree. Parties not in attendance at a
                  meeting of the Operating Committee may, if entitled to vote at
                  that meeting, nonetheless cast a written vote or vote by proxy
                  concerning any matter referred for such meeting, provided that
                  written notice of such vote or proxy is received by the
                  Operator prior to the vote taken by the Operating Committee on
                  such matter at the meeting. At the commencement of the
                  meeting, Operator shall supply to all the Parties present, for
                  their approval, a written summary record of all proposals
                  formally tabled for vote. This record shall include the
                  identity of the proposing Party or Parties. Minutes of each
                  meeting shall be prepared by Operator and copies thereof shall
                  be provided promptly to the Parties. Such minutes shall be
                  deemed approved thirty (30) days after receipt by all Parties
                  unless prior thereto a Party has given notice of objection.

         d)       Subject to the terms of this Agreement the Operating Committee
                  shall have the sole and exclusive right to exercise overall
                  supervision of and to determine, and control the maintenance,
                  exploration operations and development of the Breclav Block
                  and the production, storage and transport of Petroleum
                  Substances produced and saved therefrom.

         e)       Not withstanding anything to the contrary in this clause, each
                  of the Parties shall be entitled to have direct representation
                  on the Operating Committee and be entitled to vote in
                  proportion to its participating interest, as provided for in
                  clauses 5 and 15, at the time of voting on any proposal or
                  matters which may be submitted to the Operating Committee in
                  accordance with this Agreement if and for so long as such
                  Party holds a participating interest of not less than ten
                  percent (10%). Any Party whose participating interest is less
                  than ten percent (10%) shall not be entitled to direct
                  representation on the Operating Committee, provided, however,
                  any two or more Parties holding a participating interest of
                  ten (10%) or more in the aggregate may designate a
                  representative to serve on the Operating Committee and
                  represent them jointly and vote uniformly in respect of their
                  combined participating interests. No Party holding a
                  participating interest of less
<PAGE>   10
Letter Agreement                                                         Page 10


                  than ten percent (10%) shall contact the Operator or the
                  Operating Committee except through its designated
                  representative.

17.      RENTALS

         COC will continue to pay all rentals falling due on behalf of the
         working interest owners in respect of the Breclav Block and do all
         things necessary to maintain the Title Documents in good standing and
         in full force and effect.

         The costs for the rentals and other payments required under the terms
         of the Title Documents will be shared according to the participating
         interests in clauses 5 and 15, as the case maybe.

18.      CONFIDENTIAL INFORMATION

         The Parties will, in accordance with Article XVIII of the Operating
         Procedure, keep confidential from third Parties, all information
         obtained in the course of or as a result of operations on the Breclav
         Block and will take such measures in connection with operations and
         internal securities as will be advisable under the circumstances.

19.      RIGHTS OF ASSIGNMENT

         The Parties will, in accordance with Article XXIV of the Operating
         Procedure, have the right to assign, provided each Party abides by the
         terms of clause 2401B of the Operating Procedure.

20.      NOTICES

         All notices and communication hereunder shall be in writing and shall
         be deemed to have been properly received when delivered by courier and
         in lieu of courier service may be given or made by facsimile or e-mail
         to the parties at the following addresses or facsimile numbers:

                                             Jiri Mukarovsky
                                             Unigeo a.s.
                                             Mistecka 258,
                                             720 02 Ostrava-Hrabova
                                             Czech Republic
                                             Facsimile 011-420-696-721-197
                                             e-mail: mukarovsky.jiri@unigeo.cz
<PAGE>   11
Letter Agreement                                                         Page 11


                                             Zdenek Svoboda
                                             Ceska Naftarska Spolecnost
                                             Palackeho 54,
                                             695 01 Hodonin
                                             Czech Republic
                                             Facsimile 011-420-628-340-792
                                             e-mail: coc_hodonin@iol.cz


                                             Garry Lohuis
                                             GEOCAN Energy Inc.
                                             Suite 800, 717 - 7th Ave. SW
                                             Calgary, AB
                                             Canada T2P 0Z3
                                             Facsimile 001-403-261-3834
                                             e-mail: geocan@home.com

                  Notices and communications shall be deemed to have been
                  received one (1) day after the date of sending in the case of
                  facsimile, or e-mail and three (3) days after the date of
                  sending by courier, excluding in either case Saturdays,
                  Sundays and statutory holidays. Any Party may change its
                  address facsimile number or e-mail by notice to the other
                  Parties of that change

                  This notice clause supersedes Article XXII of the Operating
Procedure.

21.      MISCELLANEOUS

         a)       This Agreement will be to the benefit of and be binding on the
                  Parties hereto and their respective successors and permitted
                  assigns and upon the heirs, executors, administrators and
                  assigns of natural persons who are or become Parties hereto.

         b)       The Parties agree that this Agreement will be construed and
                  interpreted according to the laws of the Czech Republic and
                  that the courts having jurisdiction with respect to matters
                  relating to this Agreement will be courts of The Czech
                  Republic, to the jurisdiction of which courts the Parties by
                  their execution of this Agreement do hereby submit.

         c)       The terms of this Agreement express and constitute the entire
                  agreement between the Parties insofar as the specific subject
                  matter contained in this Agreement. No implied covenant or
                  implied liability of any kind on the part of the Parties is
                  created or will arise by reason of these presents or anything
                  contained in this Agreement.

         d)       The headings of the clauses of this Agreement are inserted for
                  convenience of reference and will not affect the meaning or
                  construction thereof.
<PAGE>   12
Letter Agreement                                                         Page 12


         e)       Whenever the plural or masculine or neuter is used in this
                  Agreement, the same will be construed as meaning singular of
                  feminine or body politic or corporate and vice versa where the
                  context so requires.

         f)       Time is of the essence of this Agreement.

         g)       This Agreement may be executed in counterpart and when each
                  Party has executed a counterpart, all counterparts taken
                  together will constitute one agreement.
<PAGE>   13
Letter Agreement                                                         Page 13


         IN WITNESS WHEREOF the Parties have executed and delivered this
Agreement as of the day and year first above written.




         UNIGEO a.s.


         Per:    Jiri Mukarovsky
             -----------------------

         Per:
             -----------------------



         CESKA NAFTARSKA SPOLECNOST


         Per:    Zdenek Svoboda
             -----------------------

         Per:
             -----------------------



         GEOCAN ENERGY INC.


         Per:     Wayne Wadley
             -----------------------

         Per:     Garry Lahuis
             -----------------------




   This is a Counterpart Execution page to Letter Agreement dated July 6, 2000