EXHIBIT 10.83









                           PRODUCTION SHARING CONTRACT

                                     BETWEEN

                        THE REPUBLIC OF EQUATORIAL GUINEA

                                       AND

                         TRITON EQUATORIAL GUINEA, INC.

                                   FOR BLOCK F











                                TABLE OF CONTENTS
                                -----------------

          PAGE
SECTION  I           SCOPE  AND  DEFINITIONS                                   1

SECTION  II          TERM,  TERMINATION,  AND  CANCELLATION                    5

SECTION  III         SURRENDER  OF  AREAS                                      9

SECTION  IV          WORK  PROGRAM  AND  EXPENDITURES                         10

SECTION  V           CONDUCT OF PETROLEUM OPERATIONS  BY  CONTRACTOR          13

SECTION  VI          RIGHTS  AND OBLIGATIONS OF THE PARTIES, DETERMINATION
                     OF PRODUCTION LEVELS                                     15

SECTION  VII  -      RECOVERY OF PETROLEUM OPERATING COSTS, SHARING OF
                     PRODUCTION,  AND  DISTRIBUTION  OF  PRODUCTION           19

SECTION  VIII        VALUATION  OF  CRUDE  OIL                                23

SECTION  IX          BONUSES  AND  SURFACE  RENTALS                           25

SECTION  X           PAYMENTS                                                 26

SECTION  XI          TITLE  TO  EQUIPMENT                                     26

SECTION  XII         UNITIZATION                                              26

SECTION  XIII        CONSULTATION  AND  ARBITRATION                           27

SECTION  XIV         BOOKS  AND  ACCOUNTS  AND  AUDITS                        28

SECTION  XV          ADDITIONAL  PROVISIONS                                   30

SECTION  XVI         LAWS  AND  REGULATIONS                                   30

SECTION  XVII        FORCE  MAJEURE                                           30

SECTION  XVIII       TEXT                                                     31

SECTION  XIX         EFFECTIVENESS                                            31

ANNEX  "A"           MAP  OF  CONTRACT  AREA

ANNEX  "B"           CONTRACT  AREA  COORDINATES

ANNEX  "C"           ACCOUNTING  PROCEDURE

ANNEX  "D"          LETTER OF PERFORMANCE GUARANTY BY PARENT FOR CONTRACT
                    AREA F, THE REPUBLIC  OF  EQUATORIAL  GUINEA

ANNEX  "E"          COORDINATES  FOR  THE  200M  ISOBATH





                           PRODUCTION SHARING CONTRACT

                                     BETWEEN

                        THE REPUBLIC OF EQUATORIAL GUINEA

                                       AND

                         TRITON EQUATORIAL GUINEA, INC.

                                   FOR BLOCK F

     THIS  CONTRACT,  made  and entered into on this ___th day of March, 199_ by
and  between  the  REPUBLIC OF EQUATORIAL GUINEA (hereinafter referred to as the
"STATE"), represented for purposes of this Contract by the MINISTRY OF MINES AND
ENERGY  of  the  REPUBLIC  OF  EQUATORIAL GUINEA (hereinafter referred to as the
"MINISTRY"),  and  TRITON  EQUATORIAL  GUINEA, INC., a corporation organized and
existing  under  the  laws  of  the  Cayman  Islands (hereinafter referred to as
"CONTRACTOR"), represented for purposes of this Contract by Thomas F. Finck, its
President.  STATE and CONTRACTOR hereinafter are referred to either individually
as  "Party"  or  collectively  as  "Parties."

                              W I T N E S S E T H:

     WHEREAS,  all Hydrocarbons existing within the territory of the Republic of
Equatorial  Guinea,  including  adjacent submerged lands, are national resources
owned  by  the  Republic  of  Equatorial  Guinea;  and

     WHEREAS,  the  STATE  wishes  to  promote  the  development  of hydrocarbon
deposits  in and throughout the Contract Area and CONTRACTOR desires to join and
assist  the  STATE  in  accelerating  the  exploration  and  development  of the
potential  resources  within  the  Contract  Area;  and

     WHEREAS,  CONTRACTOR,  has  the financial ability, technical competence and
professional  skills necessary to carry out the Petroleum Operations hereinafter
described;  and

     WHEREAS,  in  accordance  with  the  Hydrocarbons  Law  of  the Republic of
Equatorial Guinea, agreements in the form of Production Sharing Contracts may be
entered  into  between  the  STATE  and  foreign  investors;

     THEREFORE,  in  consideration  of  the  undertakings  and  covenants herein
contained,  the  Parties  hereby  agree  as  follows:

I.   SCOPE  AND  DEFINITIONS
     -----------------------

     1.1  Scope
          -----

This  Contract  is  a  Production  Sharing  Contract.  In  accordance  with  the
provisions  herein  contained,  the  MINISTRY  shall  be  responsible  for  the
supervision  of  the  Petroleum  Operations  contemplated  in  this  Contract.



CONTRACTOR  shall:
----------

(a)     be  responsible  to  the  STATE  for  the  execution  of  the  Petroleum
Operations  in  accordance  with  the provisions of this Contract, and is hereby
appointed  and constituted the exclusive company to conduct Petroleum Operations
in  the  Contract  Area  for  the  term  hereof;

(b)     provide  all  necessary  capital,  machinery,  equipment, technology and
personnel  necessary  for  the  efficient  conduct  of  Petroleum  Operations;

(c)     bear  the risk of Petroleum Operations Expenditures required in carrying
out  Petroleum  Operations  and shall therefore have an economic interest in the
rapid  development  of any commercial hydrocarbon deposits in the Contract Area.
Such  costs  shall  be  included in Petroleum Expenditures as recoverable or not
recoverable  as  provided  in  Section  VII  and  Annex  "C"  of  this Contract.

During  the  term of this Contract, the total production achieved in the conduct
of  the  Petroleum Operations shall be divided between the Parties in accordance
with  the  provisions  of  Section  VII  of  this  Contract.

     1.2          DEFINITIONS

In  this  Contract,  words  importing  the  singular include the plural and vice
versa, and except where the context otherwise indicates, shall have the meanings
set  forth  in this Section.  Words that are not defined herein, but are defined
in  the  Hydrocarbons Law, shall have the meanings set forth in the Hydrocarbons
Law.

(a)     Person  means  any  individual, corporation, partnership, joint venture,
        ------
association,  trust,  estate,  unincorporated  organization of government or any
agency  or  political  subdivision  thereof.

(b)     Affiliated  Company or Affiliate of any specified Person means any other
        --------------------------------
Person  directly controlling or controlled by or under direct or indirect common
control  with  such  specified  Person.  For  the  purposes  of this definition,
"control"  when  used  with  respect  to any specified Person means the power to
direct, administer and dictate policies of such Person, through the ownership of
fifty  percent  (50%)  or  more  of  such  Person's voting rights; and the terms
"control"  and  "controlled"  have  meanings  correlative  to  the  foregoing.

(c)     Crude  Oil  -  means  Hydrocarbons which are produced at the wellhead in
        ----------
liquid  state  at atmospheric pressure and asphalt and ozokerites and the liquid
Hydrocarbons  known  as  condensate obtained from Natural Gas by condensation or
extraction  by  means  of  field  separation  units.

(d)     Natural  Gas  - means all Hydrocarbons that at atmospheric conditions of
        ------------
temperature  and  pressure  are in a gaseous state.  Included in this definition
are  wet  mineral  gas, dry mineral gas, wet gas and residue gas remaining after
the  extraction  processing  or  separation of liquid Hydrocarbons from wet gas.

(e)     Exploration  Operations  means  works  to  include  without  limitation
        -----------------------
geological studies; geophysical studies; aerial mapping; investigations relating
to  the  subsurface  geology;  stratigraphic  test  drilling;  exploratory  and
appraisal  wells;  and  related  activities  such  as  drillsite  preparation,
surveying,  and  all  work necessarily connected therewith, that is conducted in
connection  with  exploration  for and commercial assessment of Crude Oil and/or
Natural  Gas.

(f)     Development  and  Production  Operations means all operations other than
        ----------------------------------------
Exploration  Operations,  including  those to facilitate extraction, production,
local  transportation  and storage of Crude Oil and Natural Gas produced as part
of  the  offshore  operations.

(g)     Petroleum  Operations  means  all Exploration Operations and Development
        ---------------------
and  Production  Operations.

(h)     Exploration  Expenditures  means  direct  expenditures  on  Exploration
        -------------------------
Operations  and  overhead  expenses  made  in  connection  with  exploration and
commercial  assessment  within  the  Contract Area.  These expenditures shall be
determined  in accordance with the Accounting Procedure attached hereto as Annex
"C," but expenditures made within the area of a Field after Commercial Discovery
has  been  declared  shall  be  excluded.

(i)     Development  and  Production  Expenditures  means direct expenditures on
        ------------------------------------------
Development  and  Production  Operations and general expenses made in connection
with  the development of a Field, excluding expenditures made within the area of
a Field before Commercial Discovery has been declared.  These expenditures shall
be  determined  in  accordance  with the Accounting Procedure attached hereto as
Annex  "C."

(j)     Petroleum  Operations  Expenditures  means  expenditures  made  and
        -----------------------------------
obligations  incurred in carrying out Petroleum Operations hereunder, determined
        --
in  accordance  with  the  Accounting Procedure attached hereto as Annex "C" and
made  a  part  hereof.

(k)     Barrel  means  a  quantity or unit of Crude Oil equal to 158.9874 liters
        ------
(forty-two  (42)  United  States  gallons)  at  a  temperature  of 15.56 degrees
Centigrade  (sixty  (60)  degrees  Fahrenheit) under one atmosphere of pressure.

(l)     Field  means  an  area  within  the  Contract  Area,  as  determined  in
        -----
accordance  with  Section  2.6.

(m)     Well  means  any  opening  in the ground or seabed made or being made by
        ----
drilling  or boring, or in any other manner, for the purpose of discovering, and
delineating  and/or  producing Crude Oil or Natural Gas, or for the injection of
any  fluid into an underground deposit, other than a seismic hole or a structure
test  hole  or  stratigraphic  test  hole.

(n)     Commercial  Discovery  means  a  discovery  of Hydrocarbons that, in the
        ---------------------
judgment of CONTRACTOR, can be produced commercially, based on its consideration
of  all  pertinent  operating  and  financial  data.

(o)     Work  Program means an itemized statement of the Petroleum Operations to
        -------------
be  carried  out  in  the  Contract  Area  as  set  forth  in  Section  IV.

(p)     Budget  of  Petroleum  Operations Expenditures means the estimate of the
        ----------------------------------------------
costs  of  all  items  included  in  the  Work  Program.

(q)     Calendar  Year  or Years means a period of twelve (12) months commencing
        ------------------------
January  1  and  ending on the following December 31, according to the Gregorian
Calendar.

(r)     Contract Year means a period of twelve (12) consecutive months according
        -------------
to  the Gregorian Calendar, starting from the Effective Date of this Contract or
from  the  anniversary  of  such  Effective  Date.

(s)     Gross  Receipts  means  the  sum  of all sales proceeds and the monetary
        ---------------
equivalent  value  of  other Hydrocarbons dispositions from the Contract Area in
any  given  calendar  year.

(t)     Income  Tax  means the tax levied on CONTRACTOR's net income pursuant to
        -----------
the  Tax  Law  of  the  Republic  of  Equatorial  Guinea.

(u)     Calendar  Quarter  means  a  period  of  three  (3)  consecutive  months
        -----------------
beginning  January 1, April 1, July 1 or October 1 and ending March 31, June 30,
September  30  or  December  31,  respectively.

(v)     Effective  Date means the approval date of this Contract by the STATE in
        ---------------
accordance  with  the  provisions  of  the  Hydrocarbons  Law  as  evidenced  by
publication  of  this  Contract  in  the  Official  Bulletin  of the Republic of
Equatorial  Guinea  or  in the national information media (whichever publication
occurs  first),  after approval of this Contract by the Supreme Court of Justice
of  the  Republic  of Equatorial Guinea and ratification by the President of the
Republic  of  Equatorial  Guinea.

(w)     Foreign  Exchange  means  currency  acceptable to the Parties other than
        -----------------
that  of  the  Republic  of  Equatorial  Guinea.

(x)     Hydrocarbons Law means Decree-Law No. 7/1981 of 16 June, as amended.
        ----------------

(y)     Contract  Area  means  the  geographic  territory  of  the  Republic  of
        --------------
Equatorial Guinea the subject of this Contract.  Such Contract Area is described
in  Annex  "B"  and  delineated  in  Annex  "A" attached hereto and incorporated
herein.

(z)     Royalty means for each Field, the percentages listed below corresponding
        -------
to  the cumulative production of all the Crude Oil produced, saved and sold from
the  said  Field  and  not  otherwise  utilized  in  Petroleum  Operations:

<PAGE>

                 CUMULATIVE FIELD PRODUCTION             ROYALTY
                                                         -------
              The  first  100  million  barrels            10%

             Greater than 100 million barrels to 300
             million barrels                               12.5%

             Greater  than  300  million  barrels          15%



and  ten  percent (10%) of all the Natural Gas produced, saved and sold from the
Contract  Area  and  not  otherwise  utilized  in  Petroleum  Operations.

(ab)     Maximum  Efficient  Rate  means  the  maximum  rate  of  Hydrocarbons
         ------------------------
production  in a Field, without excessive decline or loss of reservoir pressure,
and  in  accordance  with  the norms and practices of the petroleum industry and
Section  6.3  of  this  Contract.

(ab)     Semester,  as used in Section 7.8 means a period of six (6) consecutive
         --------
months,  commencing  the first of January and the first of July of each Calendar
Year.

(ac)     Hydrocarbons  means  all natural, organic substances composed of CARBON
         ------------
and  HYDROGEN  including  crude  oil  and  natural  gas  and  all  other mineral
substances,  products,  subproducts  and  by-products encountered in association
therewith.

(ad)     Area  of  Provisional  Discovery  is  defined  in  Section  2.4
         --------------------------------

(ae)     Tax  Law means Decree Law No. 1/1986 of February 10, of the Republic of
         --------
Equatorial  Guinea,  as  amended  prior  to  the  Effective  Date.

(af)     Exploration  Well means a Well that is not a development, evaluation or
         -----------------
injection  well,  and  its  only  objective  is  to  determine  the existence of
Hydrocarbons  in  a  structure.

(ag)     Evaluation  Well  means  a  Well  drilled  following  a  discovery  of
         ----------------
Hydrocarbons  to delineate and locate the reservoir and to estimate the quantity
of  recoverable  Hydrocarbons.

II.          TERM,  TERMINATION,  AND  CANCELLATION
             --------------------------------------

2.1     CONTRACTOR  is  authorized  to  conduct Exploration Operations during an
initial  exploration period of five (5) years, starting from the Effective Date.
When  CONTRACTOR  has  fulfilled  its  obligations  hereunder  for  the  initial
exploration  period,  then  upon  application  of CONTRACTOR made not later than
ninety  (90) calendar days prior to the fifth, sixth, and seventh anniversary of
the  Effective  Date,  as  the case may be, the MINISTRY shall extend the period
when  Petroleum  Operations  may  be  conducted  as  follows:

(a)     after  the fifth (5th) Contract Year for an additional period of one (1)
Contract  Year  during  which  year  CONTRACTOR  shall drill in areas covered by
waters  less  than  two  hundred  (200) meters deep at least one (1) Exploration
Well;

(b)     after  the sixth (6th) Contract Year for an additional period of one (1)
Contract  Year  during  which  year  CONTRACTOR  shall drill in areas covered by
waters  less  than  two  hundred  (200) meters deep at least one (1) Exploration
Well;

(c)     if  after  the  fifth (5th) Contract Year CONTRACTOR commits to drill at
least  one  (1)  Exploration  Well  in  an area covered by water deeper than two
hundred  (200)  meters,  for an additional period of two (2) Contract Years; and

(d)     if  during  the seventh (7th) Contract Year CONTRACTOR encounters a show
of  Hydrocarbons  that  CONTRACTOR  believes  is  sufficient  to warrant further
evaluation  drilling,  for  a  period of one (1) Contract Year during which year
CONTRACTOR  shall  drill one (1) Evaluation Well in an area designated by mutual
agreement  of  MINISTRY  and  CONTRACTOR.

2.2     Notwithstanding  anything  contained  herein,  CONTRACTOR,  at  its sole
discretion,  after  fulfilling  its  minimum  Work Program for the first two (2)
Contract  Years  pursuant to 4.3(a), may terminate this Contract in its entirety
without  further  obligation  except  with  respect to any obligation under this
Contract due and owing at the time of said termination.  Furthermore, CONTRACTOR
shall  have the option to extend the exploration period and to conduct Petroleum
Operations  beyond  the  first  two  (2)  Contract  Years  as  indicated  below:

(a)     After  the  second  Contract Year, CONTRACTOR may elect to continue this
Contract  for an additional period of one (1) year, during which year CONTRACTOR
will  fulfill  the  minimum  Work  Program  under  Section  4.3(b)(i);

(b)     After  the  third  Contract  Year, CONTRACTOR may elect to continue this
Contract  for an additional period of one (1) year, during which year CONTRACTOR
will  fulfill  the  minimum  Work  Program  under  Section  4.3(b)(ii);

(c)     After  the  fourth Contract Year, CONTRACTOR, may elect to continue this
Contract  for an additional period of one (1) year, during which year CONTRACTOR
will  fulfill  the  minimum  Work  Program  under  Section  4.3(b)(iii);

After  fulfilling  the  minimum  Work  Program for each of the extension periods
above,  CONTRACTOR  shall  have  the  right  to  terminate  this Contract in its
entirety without further obligation except with respect to any obligations under
this  Contract  due and owing at the time of said termination.  CONTRACTOR shall
make  its  election,  if  any,  to  extend the exploration period as provided in
Sections  2.2(a),  (b)  and  (c)  above not later than ninety (90) calendar days
prior  to the second, third and fourth anniversary of the Effective Date, as the
case  may  be.

2.3     If  CONTRACTOR  has  not  elected to terminate this Contract pursuant to
Section  2.2  and  no Commercial Discovery has been made, and if CONTRACTOR does
elect  to  extend  the Contract beyond the fifth (5th) Contract Year pursuant to
Section  2.1,  then  this Contract shall terminate automatically in its entirety
except  with  respect to Areas of Provisional Discovery, which shall remain part
of the Contract Area pending final determination by the CONTRACTOR as to whether
said  Area  of  Provisional  Discovery  will be declared a Commercial Discovery.
However,  an  extension  of  one  (1)  year  may  be  granted by the MINISTRY so
CONTRACTOR  may  finish  drilling and testing any Well actually being drilled or
tested  at the end of the fifth (5th), sixth (6th), seventh (7th) or eight (8th)
Contract  Year.

2.4     Upon  encountering  indications  of  a  substantial  accumulation  of
Hydrocarbons  in  the  Contract  Area,  the  CONTRACTOR as soon as possible will
notify  the  MINISTRY  of  this  fact,  indicating  in the notice the particular
details of the location, nature and size of the accumulation.  After giving such
notification  to the MINISTRY, the CONTRACTOR as soon as practicable will submit
to the MINISTRY a report showing the results of any preliminary production tests
carried  out, including, when necessary, the estimate of the oil or gas in place
and  the  recoverable reserves of the accumulation and the approximate extension
of  said discovery in the Contract Area (hereinafter referred to as the "Area of
Provisional  Discovery").  The  decision  to  delineate  the Area of Provisional
Discovery  shall  be at CONTRACTOR's discretion taking into account a reasonable
interpretation  of  the  data  and  shall be in accordance with normal petroleum
industry  practices.

2.5     Within  each  Area  of  Provisional Discovery CONTRACTOR shall carry out
evaluation  work, including, as appropriate, seismic work and drilling.  As soon
as  possible,  CONTRACTOR  shall determine whether the discovery is a Commercial
Discovery.  Provided that if there is insufficient time to properly evaluate the
discovery within the then current exploration period, upon CONTRACTOR's request,
the  MINISTRY  shall  grant  CONTRACTOR a reasonable extension to fully evaluate
such  discovery.

2.6     When it is determined that the discovery of Hydrocarbons is a Commercial
Discovery  in accordance with Section 2.5, CONTRACTOR shall notify the MINISTRY,
and  CONTRACTOR  shall  submit  to  the  MINISTRY,  in  writing, for its written
approval,  which  approval  will  not  be  unreasonably  withheld the following:

(a)     a report including a map showing the extension of the area of Commercial
Discovery  within  the  Contract  Area; the area when said report is accepted by
MINISTRY  will  constitute  a  Field;

(b)     a  Work  Program  for development of the Field, including an estimate of
the  costs  of  Development  and  Production  Expenditures  necessary  for  the
development  of  the  Field;

(c)     the  estimated  Maximum  Efficient  Rate  of  production  (that shall be
established  in  accordance with Section 6.3) that CONTRACTOR intends to produce
the  Field;  and

(d)     the  schedule  of  the  most  accelerated  program  consistent with good
international  petroleum  industry  practice  for implementation of CONTRACTOR's
Work  Program.


Any  report  submitted  by CONTRACTOR to the MINISTRY will be deemed accepted by
the  MINISTRY  ninety  (90)  calendar  days  after CONTRACTOR's submittal unless
CONTRACTOR  is  notified  otherwise  in  such  time  period  by  the  MINISTRY.

2.7     This  Contract will continue in existence with respect to each Field for
a period of thirty (30) years with respect to Crude Oil and for forty (40) years
with  respect  to  Natural  Gas starting from the date CONTRACTOR, in accordance
with the provisions of Section 2.6, receives approval from the MINISTRY that the
discovery  of  Hydrocarbons  in such Field is a Commercial Discovery. In case of
new Commercial Discoveries as a result of new exploratory drilling on formations
that underlie or overlie each other or other deposits found within the extension
of  the  area  of  the  original  Commercial  Discovery,  such  formations  will
constitute  only one Field; and the Field will be defined or redefined as may be
necessary, to incorporate all of the underlying and overlying formations and all
deposits  located  within  the  extension of the area of the original Commercial
Discovery, and the provisions of Section 2.6 shall apply mutatis mutandis to any
                                                         ------- --------
such  new  Commercial  Discovery.

2.8     CONTRACTOR  shall  have  the right to terminate this Contract totally or
partially;

(a)     with  respect  to  any part of the Contract Area other than a Field then
producing  or  that  prior  thereto  had  produced Crude Oil or Natural Gas upon
giving  ninety  (90) calendar days written notice of its intention to do so; and

(b)     with  respect  to  any  field  then  producing or that prior thereto had
produced Crude Oil or Natural Gas, upon giving one hundred eighty (180) calendar
days  written  notice  of  its  intention  to  do  so.

2.9     Subject  to  Section 2.10, the STATE shall have the right to cancel this
Contract upon giving sixty (60) calendar days written notice of its intention to
do  so,  if  CONTRACTOR:

(a)     fails  to  make  any  monetary  payment  required  by  law or under this
Contract  for  a period of thirty (30) days after the due date for such payment;

(b)     fails  to  comply with any other material obligation that it has assumed
under  this  Contract;

(c)     fails  to  comply  with  any  regulations issued in accordance with this
Contract  by  the  MINISTRY,  or  any  governmental  department or agency of the
Republic  of  Equatorial Guinea materially affecting the Petroleum Operations or
the  interests  of  the  STATE  referred  to  in  this  Contract;

(d)     suspends  its  payments  under  this  Contract, because of insolvency or
makes  a  settlement  with  its  creditors;  or

(e)     has  not  commenced  production  from  a Field within the period of time
specified  in  the  development  plan  according  to  the  terms  and conditions
specified  in  Section  2.5  without  reasonable  justification;

provided  that  CONTRACTOR's  actions  or  inactions, as the case may be, have a
material  impact  on  the  petroleum  Operations  and are not in accordance with
industry  standards.

2.10     If  the  circumstance  or  circumstances that would otherwise result in
cancellation  under  Sections 2.9(a), (b), (c) or (d) are remedied by CONTRACTOR
or  CONTRACTOR  begins  to remedy the circumstance and proceeds with such remedy
with  due  diligence  within  the  sixty  (60) calendar day period following the
notice  of  termination  as  aforesaid,  then  such termination shall not become
effective.  If  CONTRACTOR  cannot  completely  rectify  or  remedy the cause or
causes  within  the  sixty  (60) day period, the CONTRACTOR may request from the
MINISTRY  an  extension or extensions to complete the remedies and the MINISTRY,
according  to  the  criteria  generally  accepted  in  the  industry,  shall not
unreasonably  withhold  the  approval  of  such  extensions  if  CONTRACTOR  is
diligently  pursuing  the  remedies.

2.11     The  termination or cancellation of this Contract, for whatever reason,
shall  be  without  prejudice to the obligations incurred and not carried out by
the  STATE  or  CONTRACTOR  before  the  termination  of  this  Contract.

2.12     In  the event of cancellation pursuant to Section 2.9, the MINISTRY may
require CONTRACTOR to continue for the account of the STATE Crude Oil or Natural
Gas  production  activities until the right to continue such production has been
transferred  by  the  MINISTRY  to another Person.  In this case, all provisions
relevant  to  CONTRACTOR's entitlement under this Contract will remain in force.
In  no  event  shall CONTRACTOR have any obligations under this Section for more
than  ninety  (90) calendar days after such termination, unless otherwise agreed
to  by  the  Parties.

2.13     Within  ninety  (90)  calendar  days  after  the  termination  of  this
Contract,  unless  the  MINISTRY  has  required  an  extension  of  this period,
CONTRACTOR  shall have the obligation to take any reasonably necessary action as
directed  by  the MINISTRY, including the cessation or continuation of Petroleum
Operations  to prevent pollution, environmental damage or a hazard to human life
or  third  party  property.

III.     SURRENDER  OF  AREAS
         --------------------

3.1     Subject  to Section 3.3, CONTRACTOR shall surrender thirty percent (30%)
of  the original Contract Area no later than the end of the third Contract Year.

3.2     Subject  to  Section 3.3, if CONTRACTOR elects to extend the exploration
period  pursuant  to Section 2.1 above, CONTRACTOR shall surrender an additional
area  equal to twenty percent (20%) of the remaining Contract Area no later than
the  end  of  the  fifth  Contract  Year.

3.3     CONTRACTOR  shall  not  be  obligated  to  surrender  any portion of the
original  Contract  Area  declared  an Area of Provisional Discovery or a Field.
CONTRACTOR's surrender obligations under Sections 3.1 and 3.2 shall apply to the
area remaining after excluding from the original Contract Area areas declared to
be  an Area of Provisional Discovery or a Field and areas previously surrendered
by  CONTRACTOR.

3.4     After  the  mandatory  surrenders  as  set  forth  in  this Section III,
CONTRACTOR  shall  maintain  a  reasonable exploration effort with regard to the
remaining  portion  of  the  Contract  Area.

3.5     Upon  at  least thirty (30) calendar days written notice to the MINISTRY
prior  to  the  end of the first Contract Year and similarly prior to the end of
any  succeeding  Contract  Year,  CONTRACTOR  may  surrender  any portion of the
Contract  Area,  and such portion shall then be credited against that portion of
the  Contract Area CONTRACTOR is next required to surrender under the provisions
of  Sections  3.1  and  3.2  hereof.

3.6     CONTRACTOR  shall  notify the MINISTRY sixty (60) calendar days prior to
the  date  of  surrender,  the  description  of  the  portion  of the area to be
surrendered.  The  individual  portions  being  surrendered,  whenever possible,
shall be of sufficient size and convenient shape, taking into account contiguous
areas  already relinquished and not the subject of a further contract, to enable
Petroleum  Operations to be carried out thereon and the boundaries of such areas
shall  be  delineated  in  exact  degrees,  minutes and seconds of longitude and
latitude.

3.7     CONTRACTOR shall plug and abandon all Wells drilled by Contractor on the
area to be surrendered in accordance with generally accepted oilfield practices.

3.8     No  surrender  made  in  accordance  with this Section III shall relieve
CONTRACTOR  or  its  surety of the obligation to pay surface rentals accrued, or
making  payments  due  and  payable  as  a result of exploration and development
activities  conducted  through  the  date  of  surrender.

IV.          WORK  PROGRAM  AND  EXPENDITURES
             --------------------------------

4.1     CONTRACTOR  shall commence Petroleum Operations hereunder not later than
ninety  (90)  calendar  days  after  the  Effective  Date.

4.2     CONTRACTOR  shall  be  entitled  to  employ any person qualified, in the
judgment  of  CONTRACTOR,  to  undertake  on  its  behalf  such  geological  and
geophysical  surveys, drillings or similar investigations as it may decide.  Any
subcontractor  retained  by  CONTRACTOR  shall  have  the necessary professional
experience  to  perform  the  task  assigned  and  shall be required, by written
agreement  with  CONTRACTOR, to abide by all relevant terms of this Contract and
all  applicable  laws  and  regulations  of  the  Republic of Equatorial Guinea.
CONTRACTOR  within  thirty  (30) calendar years and shall advise the MINISTRY of
the  name  and  address  of  any  subcontractor  retained.

4.3     During  the  first five (5) Contract Years, CONTRACTOR agrees to perform
the  following  minimum  Work  Program:

(a)          FIRST  TWO  CONTRACT  YEARS:
             ---------------------------

(i)     Reprocess approximately one-thousand eight-hundred (1,800) kilometers of
existing  seismic  data;

(ii)          Acquire  one-thousand  (1,000)  kilometers  of  new  seismic data;

(iii)     Drill  one  (1) Well contingent upon the identification of a structure
which,  in  CONTRACTOR's  opinion,  is  a  drillable  prospect;


(b)          THIRD,  FOURTH  AND  FIFTH  CONTRACT  YEARS:
             -------------------------------------------

CONTRACTOR shall perform the following work in the event it exercises the option
to  extend  pursuant  to  Sections  2.2(a),  2.2(b)  or  2.2(c):

(i)     Drill  one  (1)  Well  in  third  Contract  Year  and conduct additional
complementary work and associated analyses of technical data as CONTRACTOR deems
appropriate;

(ii)     Drill  one  (1)  Well  in  the fourth Contract Year contingent upon the
identification  of  a  structure  that,  in CONTRACTOR's opinion, is a drillable
prospect,  and  conduct additional complementary work and associated analyses of
technical  data  as  CONTRACTOR  deems  appropriate;

(iii)     Drill  one  (1) Well in the fifth Contract Year and conduct additional
complementary  work  and  associated  analyses  of technical data, as CONTRACTOR
deems  appropriate.

4.4     In case the work completed by CONTRACTOR during any phase referred to in
Section  4.3  exceeds  the  minimum  work for that phase, the excess work may be
carried  forward  and  credited  against the minimum work obligation in the next
succeeding  phase.

4.5     As  a  condition  precedent  to  the  effectiveness  of  this  Contract,
CONTRACTOR  shall  provide  a  security by means of a parent company performance
guarantee to the MINISTRY substantially in the form of the guaranty set forth in
ANNEX  "D"  and  corresponding  to  Four  Million  United  States  Dollars (U.S.
$4,000,000)  for  each  Well  CONTRACTOR commits to drill and One Million United
States  Dollars  (U.S.  $1,000,000)  for  other  Petroleum Operations CONTRACTOR
commits  to  conduct  during  the  first  two (2) Contract Years.  If CONTRACTOR
extends  the  period  for Exploration Operations pursuant to Section 2.1 or 2.2,
then CONTRACTOR on or before the date any such extension becomes effective shall
provide  an  additional  parent  company  performance  guarantee  as  security
substantially  in  the  form  of  the  guaranty  set  forth  in  Annex  "D"  and
corresponding  to an amount to be determined at the time of the extension by the
MINISTRY  and  CONTRACTOR for Petroleum Operations CONTRACTOR commits to conduct
during  the  period  of  any such extension.  If at the end of the period of the
phases for Exploration Operations, including any extension thereof made pursuant
to  Sections  2.1  and  2.2  hereof,  or  upon  the  date of termination of this
Contract,  whichever  first occurs, CONTRACTOR has not performed the obligations
described in the minimum Work Program, the balance of the security corresponding
to  the  minimum  expenditures  for Petroleum Operations and the entirety of the
security  corresponding  to the Well shall be paid automatically to the STATE in
accordance  with  the  provisions  of  Annex  "D."

4.6     One  hundred  twenty  (120) calendar days prior to the beginning of each
Calendar Year or at such other time as otherwise mutually agreed by the parties,
CONTRACTOR  shall prepare and submit for approval to the MINISTRY a Work Program
and  Budget  of  Petroleum Operations Expenditures for the Contract Area setting
forth  the  Petroleum  Operations  CONTRACTOR  proposes  to carry out during the
ensuing  Calendar  Year.  After thirty (30) calendar days and within a period of
ninety  (90)  calendar  days  of  its  submission,  the  MINISTRY  may  ask  for
clarification  of  the  Work  Program  and  Budget  of  Petroleum  Operations
Expenditures and/or submit proposals for consideration by the Contractor for the
revision of specific features thereof relating to the type and cost of the works
and  operations.  In  the  absence  of  such  proposals  or  a  request  for
clarification,  the Work Program and Budget of Petroleum Operations Expenditures
shall be deemed to have been approved by the Ministry.  Approval by the MINISTRY
of  the  proposed  Work  Program and Budget of Petroleum Operations Expenditures
will  not  be  unreasonably withheld or delayed.  If the Parties cannot agree on
the  Work Program and Budget of Petroleum Operations Expenditures, CONTRACTOR is
hereby authorized to begin work necessary to carry out its proposed Work Program
in  a  timely and practical manner until the Parties reach a mutually acceptable
Work  Program  and  Budget  of  Petroleum Operations Expenditures.  The MINISTRY
shall  give  a  letter  to  CONTRACTOR  authorizing  in a provisional manner the
beginning  of  said  provisional Work Program and Budget of Petroleum Operations
Expenditures  until  the  MINISTRY approves the final Work Program and Budget of
Petroleum  Operations  Expenditures.  The  Parties shall meet within a period of
fifteen  (15)  days  from  date  of issuance of the provisional Work Program and
Budget  of  Petroleum  Operations  Expenditures  from  the  MINISTRY and use all
diligence  to  reach  a  mutually  acceptable  agreement.

4.7     It  is  recognized by the Parties that the details of a Work Program may
require  changes  in  the  light  of unforeseen circumstances and nothing herein
contained  shall  limit  the  right of CONTRACTOR to make such changes, provided
such  changes  do  not  alter  the  general  objectives  of  the  Work  Program.

4.8     The  Parties  further  recognize  that  in  the event of an emergency or
extraordinary  circumstances  requiring  immediate action, either Party may take
actions  it  deems proper or advisable to protect its interests and those of its
employees  and  any  costs  so  incurred  by CONTRACTOR shall be included in the
Petroleum  Operations  Expenditures.  Costs  incurred  by  CONTRACTOR related to
measures  of  prevention  and  protection  related  to  the environment shall be
included  as  costs  of  Petroleum  Operations Expenditures as cost recoverable.
Costs  incurred  by CONTRACTOR related to cleaning up pollution or damage to the
environment  caused  by CONTRACTOR shall not be included in Petroleum Operations
Expenditures  and  shall  not  be  cost recoverable except the first Two Hundred
Thousand  United  State  Dollars  (U.S. $200,000) per occurrence related to such
cleanup  or  damages  per  incident  shall  be  included  as  costs of Petroleum
Operations  Expenditures  and  shall  be  cost  recoverable.

4.9     Within  ninety  (90)  calendar  days  after the expiration of a Calendar
Year,  CONTRACTOR  shall  submit  to  the MINISTRY detailed accounts showing the
Exploration  and/or  Development  and  Production  Expenditures  CONTRACTOR  has
incurred  during  the past Calendar Year.  The accounts shall be certified by an
independent  outside  accountant  acceptable  to both Parties.  It is understood
that  the  MINISTRY  retains  the  authority  to  review  and audit occasionally
CONTRACTOR's  books  with  respect  to Petroleum Operations conducted hereunder.
Such  audit  right  will  terminate  two  (2) years after closure of the subject
year's  accounts.  Any  exceptions  to  Contractor's accounts must be officially
communicated  to  the  CONTRACTOR  within  three (3) years of the closure of the
subject  year's  accounts.

4.10     During  the  term  of this Contract, CONTRACTOR in accordance with good
petroleum  industry  practice  shall  be  responsible  for  carrying out all the
necessary  work  in  connection  with  abandonment  (which includes the removal,
proper  disposal,  alternative innovative recycling or salvage) of any Petroleum
Operations  Facilities,  including,  but  not  limited to, platforms, artificial
structures,  wellhead  equipment, tubulars, and flowlines deemed by the MINISTRY
to  be  unusable  or no longer required for future operations.  CONTRACTOR shall
submit  for  the  MINISTRY's  approval  detailed  work  plans  for such removal,
disposal  or  salvage.  All  costs  incurred by CONTRACTOR to remove, dispose or
salvage  such  facilities shall be cost recoverable.  For the purpose of setting
up  a  financial mechanism to recover such costs earlier in the life of a Field,
CONTRACTOR  and the MINISTRY shall agree on a mechanism and modality for setting
aside  a  reserve  on  CONTRACTOR's  books  as  part  of  Petroleum  Operations
Expenditures, subject to cost recovery, to be used for such removal, disposal or
salvage  operations,  no  later  than  two years after commencement of the first
commercial  production.

V.          CONDUCT  OF  PETROLEUM  OPERATIONS  BY  CONTRACTOR
            --------------------------------------------------

5.1     CONTRACTOR  shall  conduct  the  Petroleum  Operations diligently and in
accordance  with generally accepted standards of the petroleum industry designed
to enable production at the Maximum Efficient Rate of Crude Oil and at the level
of  production of Natural Gas specified in Section 6.3.  CONTRACTOR shall ensure
that  all  equipment,  plant  and  installations  used  by  CONTRACTOR  or  its
subcontractors  comply  with  generally  accepted  engineering  norms and are of
proper  and  accepted  construction  and  are  kept  in  optimal  working order.

5.2     CONTRACTOR  shall  in  particular take all reasonable steps necessary in
accordance  with  generally  accepted  standards  of  the petroleum industry to:

(a)     without  prejudice  to Section 5.3, ensure that Crude Oil or Natural Gas
discovered  and  produced  within the Contract Area does not escape or is not in
any  other  way  wasted;

(b)     prevent damage to under or over Crude Oil or Natural Gas-bearing strata;

(c)     prevent  the nonintentional entrance of water through Wells to Crude Oil
or  Natural  Gas-bearing  strata;

(d)          Prevent  damage  to  under  or  over  water-bearing  strata;

(e)     Conduct  all Petroleum Operations under this Contract in accordance with
applicable  law  and  regulations  and  in  a manner that does not conflict with
obligations  imposed  on the Republic of Equatorial Guinea by international law;

(f)     Take  necessary precautions for protection of navigation and fishing and
to  prevent  pollution  of  the  sea  or  rivers;

(g)     Indemnify, defend and save the STATE harmless against all claims, losses
and  damage  of  any  nature, whatever, including without limitation, claims for
loss  or  damage  to property or injury to persons caused by, or resulting from,
any  operation  conducted  by  or  on  behalf  of  CONTRACTOR; provided that the
CONTRACTOR  shall not be held responsible to the STATE under this subsection for
any  loss,  claim,  damage, or injury caused by, or resulting from any negligent
action  of  personnel of the STATE including, but not limited to, subcontractors
of  the  STATE,  other  than  CONTRACTOR,  and  employees  of  the  State;

(h)     Subject  to  Section  2.4,  drill  and produce a Field without regard to
CONTRACTOR's  contractual  interest,  if  any,  in  an  adjacent  contract area.

5.3     The Natural Gas CONTRACTOR does not utilize in its own operations in the
Contract Area, or sell, shall be reinjected into the subsurface structure.  When
the  existing  technical  and  financial  circumstances  require  the flaring of
Natural  Gas,  the  MINISTRY  may  authorize  such flaring.  The MINISTRY shall,
nevertheless,  authorize  the  flaring  of Natural Gas for periods of relatively
short  duration  during  production  tests,  and  in  cases  when the flaring of
relatively  small  quantities  of  Natural  Gas is a necessary part of Crude Oil
production  and  is  in  accordance  with  good  practice  within  the petroleum
industry.

5.4     If  any  works  or installations erected by CONTRACTOR or any operations
undertaken  by  CONTRACTOR  endanger  Persons  or  third-party property or cause
pollution  or  harm  marine  life  to an unacceptable degree, the CONTRACTOR, in
consensus  with  the  MINISTRY,  shall take opportune remedial measures within a
reasonable  period  established by the MINISTRY and the CONTRACTOR to repair any
damage  to  the  environment.  CONTRACTOR  shall,  if required by the nature and
severity  of  the  damage, suspend the Petroleum Operations in whole or in part,
until  CONTRACTOR  has  taken such remedial measures or has repaired the damage.


5.5     To ensure that CONTRACTOR shall meet its obligations to third parties or
to  government  agencies  that  might  arise  in  the  event of damage or injury
(including  environmental  damage  or  injury  ) caused by Petroleum Operations,
notwithstanding  its  accidental  nature,  CONTRACTOR  shall maintain in force a
third  party  liability  insurance  policy  covering  its  Petroleum Operations.
CONTRACTOR shall provide to the MINISTRY, within thirty (30) calendar days after
the Effective Date, documents that prove the effectiveness of CONTRACTOR's third
party liability insurance covering its Petroleum Operations.  To the extent such
third  party liability insurance is unavailable, or is not obtained, or does not
cover  part  or all of any claim or damage caused by or resulting from Petroleum
Operations,  including  damage  to  the environment as mentioned in Section 4.8,
CONTRACTOR  shall remain wholly responsible and shall defend, indemnify and hold
harmless  the  MINISTRY  and  the  State  against all claims or loss, except for
claims  arising  from the negligence of the MINISTRY or STATE to their employees
or  their  subcontractors  other  than  CONTRACTOR.

5.6     If,  after  the  Effective  Date  of  this  Contract, others are granted
permits  or  licenses within the Contract Area for exploration/production of any
minerals  other  than  Crude  Oil  or Natural Gas, CONTRACTOR shall use his best
efforts  to  avoid  obstruction  or interference with such licensees' operations
within  the  Contract  Area.  The  MINISTRY shall use its best efforts to ensure
that  operations  of  third  parties  do  not  obstruct  CONTRACTOR's  Petroleum
Operations  within  the  Contract  Area.

5.7     CONTRACTOR  shall  provide  acceptable  working  conditions,  living
accommodations on offshore installations, and access to medical attention and an
infirmary  for all personnel employed by CONTRACTOR or its subcontractors in its
Petroleum  Operations.

5.8     CONTRACTOR's  Well  design  and drilling, including, but not limited to,
CONTRACTOR's casing, cementing and drilling programs shall be in accordance with
generally  accepted  industry  practice.

5.9     Every  Well shall be identified by a number, and shall be shown on maps,
plans and similar records CONTRACTOR is required to keep.  The MINISTRY shall at
once  be  notified  of  any  change  on  the  identification  numbers.

5.10     No  Well shall be drilled through any vertical boundary of the Contract
Area.  A directional Well drilled to an objective under the Contract Area from a
nearby  surface location not covered by the Contract shall be deemed to have the
same  effect  for  all purposes of the Contract as a Well drilled from a surface
location  on  the Contract Area.  In such circumstances and for purposes of this
Contract,  production of Crude Oil or Natural Gas from the Contract Area through
a  directional  Well  surfaced  nearby,  or  drilling  or  reworking of any such
directional  Well,  shall  be  considered  production  or  drilling or reworking
operations  (as  the  case may be) on the Contract Area for all purposes of this
Contract.  Nothing contained in this paragraph is intended or shall be construed
as  granting  to the CONTRACTOR any leasehold interests, licenses, easements, or
other  rights the CONTRACTOR may have to acquire lawfully under the Hydrocarbons
Law  or  from  the  MINISTRY  or  third  parties.

5.11     Before  commencing  any  work on drilling of any Well covered by a Work
Program and Budget of Operating Expenditures or recommencing work on any Well on
which  work has been discontinued for more than six (6) months, CONTRACTOR shall
give  the  MINISTRY  seven  (7)  calendar  days  written notice; however, if the
estimated  amount  to  be  spent  on said work is less than One Hundred Thousand
United  States  Dollars  (U.S.  $100,000),  notice  shall  not  be  required.

5.12     Before abandoning any Field, CONTRACTOR shall give ninety (90) calendar
days  notice  to the MINISTRY of its intention to abandon.  Upon receipt of such
notice, the MINISTRY may elect to assume operation of the Well or Wells proposed
for  abandonment;  however, MINISTRY's operations shall not interfere with those
of  CONTRACTOR.  The MINISTRY's failure to so elect, by notice to the CONTRACTOR
in  writing  within  the  aforementioned ninety (90) day period, shall be deemed
approval  of  the  CONTRACTOR's  proposal  to  abandon.

5.13     CONTRACTOR  shall  securely plug any Well that it intends to abandon to
prevent  pollution,  damage  to  the  environment,  and  possible damages to the
reservoir.

VI.     RIGHTS  AND  OBLIGATIONS  OF  THE  PARTIES,  DETERMINATION OF PRODUCTION
        ------------------------------------------------------------------------
        LEVELS
        ------

6.1     Subject to the provisions of paragraphs (e) and (f) of this Section 6.1,
CONTRACTOR  shall  have  the  following  rights  and  obligations:

(a)     advance  all  necessary  funds  and  purchase  or  lease  all  material,
equipment  and  supplies  required  in connection with the Petroleum Operations;

(b)     furnish all technical aid, including foreign personnel, required for the
performance  of  the  Petroleum  Operations;

(c)     furnish  all  such  other  funds  for  the  performance of the Petroleum
Operations  as may be required, including payment to foreign entities performing
services  as  subcontractors;

(d)     retain control to all leased property paid for with Foreign Exchange and
brought  into  the  Republic  of  Equatorial Guinea under the rules of temporary
importation,  and  as  such, shall have the right to freely export same from the
Republic  of  Equatorial  Guinea  in  accordance  with  the  Hydrocarbons  Law;

(e)     have  the  right  prior  notification  to  the Ministry to sell, assign,
transfer,  convey  or  otherwise  dispose  of  any part or all of the rights and
interests  and  obligations  under  this  Contract  to  any  Affiliated Company;

(f)     have the right to sell, assign, transfer, convey or otherwise dispose of
all  or any part of its rights and interests and obligations under this Contract
to parties other than Affiliated Companies with the prior written consent of the
MINISTRY,  such  consent shall not be unreasonably withheld, and shall be deemed
granted  if  the  MINISTRY  does  not  respond  to  CONTRACTOR within sixty (60)
calendar  days  of  CONTRACTOR's  written  request  for  consent;

(g)     have  the right at all times to enter and exit the Contract Area and any
facilities  used  in  the  Petroleum  Operations,  wherever  located;

(h)     have  the  right  to use and have access to all geological, geophysical,
drilling,  Well, production and other information held by the MINISTRY or by any
other  governmental  agency  or  enterprise,  or  enterprise  in which the STATE
participates,  relating to the Contract Area, including Well location maps.  The
MINISTRY  must  supply  the  same  to  the  CONTRACTOR;

(i)     submit  in  an  appropriate  form  to  the  MINISTRY  copies of all such
geological,  geophysical,  drilling,  Well,  production and other data, reports,
interpretations and maps, and cuttings of all samples that have been obtained or
compiled  during  the  term  hereof;

(j)     include  in  the  Work  Program  and  Budget  of  Petroleum  Operations
Expenditures  the  following  sums  to  be  spent  on  training personnel of the
MINISTRY  and  citizens  of  the Republic of Equatorial Guinea for professional,
skilled and technical jobs in CONTRACTOR's Petroleum Operations.  In conjunction
with  the preparation of the annual Budget of Petroleum Operations Expenditures,
CONTRACTOR  and  MINISTRY  will  jointly agree on a training program where these
sums  will  be  expended.  CONTRACTOR  agrees  to  be  responsible  for  the
implementation  and  direct funding of the referenced training programs, and the
expenditures  will  be  included as cost recoverable in its Petroleum Operations
Expenditures:

(i)     Fifty Thousand United States Dollars (U.S. $50,000) in each of the first
and  second  Contract  Years;

(ii)     Seventy-Five Thousand United States Dollars (U.S. $75,000) in the third
Contract  Year  and  in  every  year  thereafter until a Commercial Discovery is
determined  in  accordance  with  Section  2.5.  For  the  year  when Commercial
Discovery  is determined, the training obligation to be spent under this Section
6.1(j)(ii)  will  be  prorated  from  January 1 of that year through the date on
which  Commercial  Delivery  is  determined;

(iii)     One  Hundred  Thousand  United States Dollars (U.S. $100,000) per year
from  the  time  of  determination  of Commercial Discovery to the date of first
commercial  production.  For  the  year  when the training obligation under this
Section  6.1(j)(iii)  takes effect, the amount to be spent will be prorated from
the  date  of  determination of Commercial Discovery through December 31 of that
year;  and

(iv)     Two  Hundred  Thousand  United  States Dollars (U.S. $200,000) per year
from  the time of first commercial production and for each year thereafter until
termination  of  the  Contract.  For the year when the training obligation under
this  Section  6.1(j)(iv)  takes effect, the amount to be spent will be prorated
from  the  date of first commercial production through December 31 of that year.

CONTRACTOR shall make all reasonable efforts to employ and train citizens of the
Republic  of  Equatorial  Guinea in Petroleum Operations.  CONTRACTOR may employ
non-citizens, if in the opinion of CONTRACTOR and not contested by the MINISTRY,
no  Equatorial Guinean citizens can be found with sufficient skill and technical
qualifications.  CONTRACTOR  shall  make  similar  requirements  of  any
subcontractor.  At  intervals  of not more than one year CONTRACTOR shall submit
to  the  MINISTRY  reports  detailing the personnel employed and their residence
when  employed.  CONTRACTOR  shall  provide,  as  CONTRACTOR  deems  necessary,
on-the-job  training  for  citizens  of  the  Republic  of  Equatorial Guinea to
undertake  skilled  and  technical  jobs in the Petroleum Operations.  Costs and
expenses of training citizens of Equatorial Guinea as well as costs and expenses
for  a  program  of  training for the MINISTRY's personnel, shall be included in
Petroleum  Operation  Expenditures;

(k)     appoint  an  authorized  representative  for  the Republic of Equatorial
Guinea  with  respect  to  this Contract, who shall have an office in Equatorial
Guinea;

(l)     give  preference to goods and services that are produced in the Republic
of  Equatorial  Guinea  or  rendered  by  citizens of the Republic of Equatorial
Guinea,  provided  such  goods  and services are offered at equally advantageous
conditions  with  regard  to  quality,  price, and immediate availability in the
quantities  and  to  the  specifications  required;

(m)     pay to the STATE the corresponding taxes in accordance with the Tax Law;

(n)     pay  to  the  STATE  the corresponding Royalty pursuant to the terms and
conditions  of  this  Contract;

(o)     except  as  provided  in  Section 7.10 hereof, have the right during the
term  hereof  to  freely lift, dispose of and export its share of Crude Oil, and
retain  abroad  the  Foreign  Exchange  proceeds  obtained  therefrom;

(p)     notify  the  MINISTRY  at  least  forty-eight  (48)  hours  before  the
abandonment  of  any  Well.

6.2          THE  MINISTRY  SHALL:
             --------------------

(a)     except  with  respect  to  CONTRACTOR's obligations to pay the taxes set
forth  at  paragraph  6.1(m)  of this Section VI, assume and discharge all other
taxes  CONTRACTOR would otherwise be subject, including transfer tax, import and
export  duties on materials, equipment and supplies brought into the Republic of
Equatorial  Guinea  by CONTRACTOR, its contractors and subcontractors; likewise,
it  will  comply  with  all taxes required with regard to property, capital, net
worth,  operations,  remittances or transactions (whether exacted directly or by
the  requirement  of  stamp  taxes  on  documents  or  the use of sealed paper),
including  any  tax  or  levy  on  or  in  connection  with operations performed
hereunder  by  CONTRACTOR  in accordance with this Contract.  The MINISTRY shall
not be obligated to pay CONTRACTOR's Royalty, Income Tax, nor taxes on tobaccos,
liquor  and personal income tax; nor shall it be obligated to pay the Income Tax
and  other taxes not listed in the preceding sentence payable by contractors and
subcontractors.  The  obligations  of  the MINISTRY hereunder shall be deemed to
have  been  complied  with  by the delivery to CONTRACTOR within one hundred and
twenty  (120)  calendar days after the end of each Calendar Year, of documentary
proof  in  accordance with fiscal laws of the Republic of Equatorial Guinea that
liability  for  the  above-mentioned  taxes has been satisfied, except that with
respect  to  any  of  such  liabilities  that CONTRACTOR may be obligated to pay
directly,  the MINISTRY shall reimburse it within sixty (60) calendar days after
receipt  of  invoice.  The  MINISTRY shall be consulted prior to payment of such
taxes  by  CONTRACTOR  or  by  any  other  party  on  CONTRACTOR's  behalf;

(b)     otherwise assist and expedite CONTRACTOR's execution of the Work Program
by  supplying  or  otherwise making available all necessary visas, work permits,
import  licenses,  and  rights  of  way  and  easements  as  may  be required by
CONTRACTOR or its subcontractors and made available from the resources under the
MINISTRY's  control;

(c)     have  title to all original data resulting from the Petroleum Operations
including,  but  not  limited  to,  geological,  geophysical,  petrophysical,
engineering,  well  logs  and  completion, status reports, samples and any other
data  CONTRACTOR  may  compile  or  obtain  during  the  term  of this Contract;
provided,  however,  that  CONTRACTOR may retain copies of such data and further
provided  that such data shall not be disclosed to third parties by the MINISTRY
without  the  consent  of  CONTRACTOR  while  this  Contract  remains in effect.
However,  for  the  purpose  of  obtaining new offers, the MINISTRY may show any
third  party  geophysical and geological data with respect to that part or parts
of the Contract Area acquired by CONTRACTOR and adjacent to the area of such new
offers, provided that no such data shall be disclosed that was in the possession
of  the  MINISTRY  for  less  than  eleven  (11)  months.  Notwithstanding  the
foregoing,  the  MINISTRY  may  show  data  to  advisors  and consultants of the
MINISTRY  that  agree  to  keep  the  data  confidential;

(d)     have the right at all reasonable times to inspect CONTRACTOR's Petroleum
Operations,  Hydrocarbon  measuring  devices,  logs,  plans,  maps,  and records
relating to Petroleum Operations and surveys or investigations on or with regard
to the Contract Area.  MINISTRY shall make every effort to coordinate inspection
activities  to  avoid  interference  with  Petroleum  Operations.

6.3     CONTRACTOR shall produce Crude Oil from the Contract Area at the Maximum
Efficient  Rate.  CONTRACTOR and MINISTRY shall conduct a review of CONTRACTOR's
production  programs  prior to the commencement of production from any Field and
establish  at  that  time  by  agreement  the  Maximum  Efficient  Rate  and the
production rate for Natural Gas and the dates the Maximum Efficient Rate and the
production  rate for Natural Gas will be reviewed and established in the future.
In  the  case  of  Natural  Gas, the production rate shall not be less than that
required to satisfy any contracts then in existence for the sale of Natural Gas.

6.4     Subject  to  Section  5.2(b), the Crude Oil production rate shall not be
less  than  that  required  to satisfy any contract in existence for the sale of
Crude  Oil.  In  no  case  the  production  rate  shall  damage the reservoir or
reservoirs.

VII.     RECOVERY  OF  PETROLEUM  OPERATING  COSTS,  SHARING  OF PRODUCTION, AND
         -----------------------------------------------------------------------
         DISTRIBUTION  OF  PRODUCTION
         -----------------------

CRUDE  OIL:
----------

7.1     The  respective  production  shares  of  the STATE and the CONTRACTOR of
Crude  Oil  produced  and  saved  shall  be  determined  in  accordance with the
definitions  and  procedures  set  forth  in  this  Section  VII.

7.2     After making Royalty payments to the STATE, CONTRACTOR shall be entitled
to  recover  all  Petroleum Operations Expenditures out of the sales proceeds or
other  disposition  of  Crude  Oil  produced and saved hereunder and not used in
Petroleum Operations.  Any Crude Oil remaining after making the Royalty payments
to  the  STATE  and after all Petroleum Operations Expenditures are recovered by
CONTRACTOR  shall  be  referred  hereinafter  as "Net Crude Oil."  Net Crude Oil
shall  be  shared  between  the  STATE and the CONTRACTOR in accordance with the
procedures outlined below, designed to ensure total cost recovery by CONTRACTOR,
followed  by  an  escalation  of  the  STATE's  share  based on increases in the
CONTRACTOR's  pre-tax  rate  of  return:


<PAGE>

                                  TOTAL                    TOTAL
     CONTRACTOR'S PRE-TAX     STATE SHARE             CONTRACTOR SHARE
        RATE OF RETURN     (% OF NET CRUDE OIL)     (% OF NET CRUDE OIL)
        --------------     --------------------     --------------------
  Less than 18%                    0%                        100%

  Greater or equal to 18% and
  less than 25%                   10%                         90%

  Greater or equal to 25% and
  less than 40%                   35%                         65%

  Equal or Greater than 40%       55%                         45%


7.3     To determine STATE's share of Net Crude Oil, it shall first be necessary
to  calculate  Net  Cash  Flow from Petroleum Operations ("Net Cash Flow").  Net
Cash Flow for any given Calendar Year shall be determined by subtracting Royalty
and  Petroleum  Operations  Expenditures  from  Gross  Receipts.

7.4     To  calculate  the  STATE's  Share  of  Net  Crude Oil produced from the
Contract  Area,  there  are  hereby established three (3) accounts:  First Share
Account  ("FSA"); Second Share Account ("SSA"); and Third Share Account ("TSA").

7.4.1          First  Share  Account:
               ---------------------

a.     For  purposes  of  calculating  the  First  Share  Account, the following
formula  shall  be  used:

                FSA(Y)  =  FSA(Y-1)(1  +  .18  +  i)  +  NCF(Y)

                Where:     FSA  =  First  Share  Account

                           Y  =  the  Calendar  Year  in  question

                           NCF  =  Net  Cash  Flow

                           i  =  the  percentage  change  for  the calendar year
                                 in question in the index  of  U.S. Consumer
                                 prices  as reported for the first time in the
                                 monthly publication,"International Financial
                                 Statistics" of the International Monetary Fund.

b.     In  any  Calendar  Year when FSA(Y) is negative, the STATE's share of Net
Crude  Oil  determined  with reference to the First Share Account shall be zero.

c.     In  any  Calendar  Year  when FSA(Y) becomes positive, the CONTRACTOR for
purposes of this section shall be deemed to have earned a pre-tax rate of return
that  is  equal to or greater than eighteen percent (18%), and the STATE's share
of  Net  Crude Oil determined with reference to the First Share Account shall be
valued  at  an  amount  of  Net  Crude Oil equal to ten percent (10%) of FSA(Y).

d.     In  any  Calendar  Year  immediately  subsequent  to a Calendar Year when
FSA(Y) is positive, for purposes of applying the formula set forth in subsection
(a)  of  this  Section  7.4.1,  FSA(Y-1)  shall  be  equal  to  zero.

7.4.2          Second  Share  Account
               ----------------------

a.     For  purposes  of  calculating  the  Second  Share Account, the following
formula  shall  be  used:

                SSA(Y)  =  SSA(Y-1)(1  +  .25  +  i)  +  (NCF(Y)  -  GS  I(Y))

                Where:     SSA  =  Second  Share  Account

                           Y  =  the  Calendar  Year  in  question

                           NCF  =  Net  Cash  Flow

                           GS I  = STATE  share of Net Crude Oil determined with
                                   reference to the First  Share  Account

                           i  =    the  percentage  change  for  the Calendar
                                   Year in question in the index  of  U.S.
                                   consumer prices  as reported for the first
                                   time in the monthly publication
                                   "International  Financial Statistics" of
                                   the International Monetary Fund.

b.     In  any  Calendar  Year when SSA(Y) is negative, the STATE's share of Net
Crude  Oil  determined with reference to the Second Share Account shall be zero.

c.     In  any  Calendar  Year  when SSA(Y) becomes positive, the CONTRACTOR for
purposes of this section shall be deemed to have earned a pre-tax rate of return
that  is  equal  to  or  greater than twenty-five percent (25%), and the STATE's
share  of  Net  Crude  Oil determined with reference to the Second Share Account
shall be valued at an amount of Net Crude Oil equal to twenty-seven and 778/1000
percent  (27.778%)  of  SSA(Y).

d.     In  any  Calendar  Year  immediately  subsequent  to a Calendar Year when
SSA(Y) is positive, for purposes of applying the formula set forth in subsection
(a)  of  this  Section  7.4.2,  SSA(Y-1)  shall  be  equal  to  zero.

7.4.3          Third  Share  Account
-----          ---------------------

a.     For  purposes  of  calculating  the  Third  Share  Account, the following
formula  shall  be  used:

                TSA(Y) =   TSA(Y-1)(1 + .40 + i) + (NCF(Y) - GS I(A) - GS II(Y))

                Where:     TSA =  Third  Share  Account

                           Y  =   the  Calendar  Year  in  question

                           NCF =  Net  Cash  Flow

                           GS I = STATE  share of Net Crude Oil determined with
                                  reference to the First  Share  Account

                           GS II = STATE share of Net Crude Oil determined with
                                  reference to the Second  Share  Account

                           i  =   the  percentage  change  for  the Calendar
                                  Year in question in theindex  of  U.S.
                                  consumer  prices  as reported for the first
                                  time in the monthlypublication  "International
                                  Financial Statistics" of the International
                                  Monetary Fund.

b.     In  any  Calendar  Year when TSA(Y) is negative, the STATE's share of Net
Crude  Oil  determined  with reference to the Third Share Account shall be zero.

c.     In  any  Calendar  Year  when TSA(Y) becomes positive, the CONTRACTOR for
purposes of this section shall be deemed to have earned a pre-tax rate of return
that  is  at  least  forty percent (40%), and the STATE's share of Net Crude Oil
determined  with  reference  to  the  Third  Share Account shall be valued at an
amount  of  Net  Crude  Oil  equal  to  thirty and 769/1000 percent (30.769%) of
TSA(Y).

d.     In  any  Calendar  Year  immediately  subsequent  to a Calendar Year when
TSA(Y) is positive, for purposes of applying the formula set forth in subsection
(a)  of  this  Section  7.4.3,  TSA(Y-1)  shall  be  equal  to  zero.

7.4.4          Total  STATE  Share
               -------------------

The  total STATE Share of Net Crude Oil in any Calendar Year shall be the sum of
the  STATE  Share  of Net Crude Oil determined with reference to the First Share
Account,  the Second Share Account and the Third Share Account for such calendar
year.

7.5     CONTRACTOR,  if  so  directed by the STATE, shall be obligated to market
all  crude  Oil  produced  and  saved  from  the  Contract  Area  subject to the
provisions  hereinafter  set  forth.

7.6     Except  as  provided  in paragraph 7.10, CONTRACTOR shall be entitled to
take and receive and freely export Crude Oil allocated for recovery of Petroleum
Operations  Expenditures  as  well  as  its  share  of  Net  Crude  Oil.

7.7     Title to the CONTRACTOR's share of Net Crude Oil under this Section VII,
as  well  as to that portion of Crude Oil exported and sold to recover Petroleum
Operations  Expenditures,  shall  pass  to  CONTRACTOR  at  the  wellhead.

7.8     If the MINISTRY elects to take any of the STATE's share of Net Crude Oil
in  kind,  it  shall  so  notify CONTRACTOR in writing not less than ninety (90)
calendar  days  prior to the commencement of each Semester of each Calendar Year
specifying  the  quantity  that  it  elects  to  take in kind, such notice to be
effective  for  the  ensuing  Semester of that Calendar Year (provided, however,
that  such election shall not interfere with the proper performance of any Crude
Oil  sales  agreement  for  Crude  Oil  produced  within  the Contract Area that
CONTRACTOR  has executed prior to the notice of such election).  Failure to give
such  notice  shall  be  conclusively deemed to evidence the STATE elects not to
take in kind.  Any sale of the STATE's portion of Net Crude Oil shall not be for
a  term  of  more  than  one  Calendar  Year  without  the  STATE's  consent.

7.9     If the MINISTRY elects not to receive in kind the STATE's share of Crude
Oil,  then  the  MINISTRY may direct the CONTRACTOR to market or buy the STATE's
share  of production, whichever CONTRACTOR shall elect to do; provided, however,
the  price paid to the MINISTRY for the STATE's share of production shall not be
less  than  the  market price determined in accordance with Section VIII hereof.
CONTRACTOR  shall pay the STATE for the STATE's share of the production produced
and  saved  for  each Calendar Quarter; such payment shall be made within thirty
(30)  calendar  days  after  the end of the Calendar Quarter when the production
occurred.

7.10     In  addition  to  the  State's  production share in accordance with the
terms of this Contract, CONTRACTOR is obligated to sell to the STATE at not less
than  the  market  price in accordance with Section VIII hereof, if requested in
writing,  a  portion  of  CONTRACTOR's  share  of  Crude  Oil  for  the internal
consumption  of  the  country  in accordance with Section 15 of the Hydrocarbons
Law; provided that CONTRACTOR's obligation hereunder does not interfere with any
of  CONTRACTOR's  contracts  with  third  parties.

7.11     Should  the  STATE  and  CONTRACTOR  consider  that  the processing and
utilization  of  Natural  Gas  is  economical  and  choose to participate in the
processing  and  utilization  thereof,  in  addition  to  that used in secondary
recovery  operations,  then  the construction and installation of facilities for
such  processing  and  utilization  shall be carried out pursuant to an approved
Work  Program.  The  recovery of costs of operations, sharing of production, and
handling of production shall be effected according to the same general framework
as  that  utilized  for  Crude  Oil.

7.12     In  the  event that CONTRACTOR considers the processing and utilization
of  Natural Gas is not economical, the STATE may choose to take and utilize such
Natural  Gas that would otherwise be flared in accordance with the provisions of
Section  5.3;  all costs of taking and handling will be for the sole account and
risk  of  the  STATE.

VIII.          VALUATION  OF  CRUDE  OIL
               -------------------------

8.1          Crude  Oil  sold  to  third  parties  shall  be  valued as follows:

(a)     All  Crude Oil taken by CONTRACTOR including its share and the share for
the  recovery  of  Petroleum  Operations Expenditures, and sold to third parties
shall  be valued at the net realized price received by CONTRACTOR for such Crude
Oil  F.O.B.  the  Republic  of  Equatorial  Guinea at the point Crude Oil passes
through  the  inlet  flange  of  the  export  tanker.

(b)     Except for the Royalty, all of the STATE's Crude Oil taken by CONTRACTOR
and  sold to third parties shall be valued at the net realized price received by
CONTRACTOR  for  such  Crude Oil F.O.B. the Republic of Equatorial Guinea at the
point Crude Oil passes through the inlet flange of the export tanker, less costs
incurred  by  CONTRACTOR  related  to  the  sale  of  STATE's  Crude  Oil.

(c)     The  MINISTRY  shall  be  duly  advised  before the sales referred to in
paragraph  (b)  of  this  subsection  are  made.

(d)     Subject  to  any existing Crude Oil sales agreement, if a more favorable
net  realized  price  is available to the STATE for the Crude Oil referred to in
paragraph  (b)  of this subsection, then the MINISTRY shall so advise CONTRACTOR
in  writing not less than ninety (90) calendar days prior to the commencement of
the  deliveries  under  the  State's  proposed  sales contract.  Forty-five (45)
calendar days prior to the start of such deliveries, CONTRACTOR shall notify the
MINISTRY  regarding  CONTRACTOR's  intention  to  meet  the  more  favorable net
realized  price  in  relation to the quantity and period of delivery pursuant to
said  proposed  sales  contract.  In  the absence of such notice the STATE shall
market  its  Crude  Oil.

(e)     The  STATE's marketing of such Crude Oil as referred to in paragraph (d)
of  this subsection shall continue until forty-five (45) calendar days after the
STATE's  net  realized  price  on  said  Crude  Oil  becomes  less  favorable.
CONTRACTOR's obligation to market said Crude Oil shall not apply until after the
STATE has given CONTRACTOR at least sixty (60) calendar days advance notice that
the  STATE  does  not  desire  to  continue such sales.  As long as the STATE is
marketing  the  Crude  Oil  referred to above, it shall notify CONTRACTOR of the
more  favorable  net  realized  price.

8.2       Crude Oil sold to other than third parties shall be valued as follows:

(a)     By  using the weighted average per unit price received by CONTRACTOR and
the  STATE  from  sales  to  third  parties F.O.B. at the point Crude Oil passes
through  the  inlet  flange  of  the export tanker in the Republic of Equatorial
Guinea,  net  of commissions and brokerages paid in relation to such third party
sales,  during  the  three (3) months preceding such sale, adjusted as necessary
for  quality,  grade  and  gravity,  and  taking  into consideration any special
circumstances  with  respect  to  such  sales;

(b)     If  no such third party sales have been made during such period of time,
then  on the basis used to value Crude Oil of similar quality, grade and gravity
and taking into consideration any special circumstances with respect to sales of
such  similar  Crude  Oil.

8.3     Third  party  sales  referred  to  in  this  section shall mean sales by
CONTRACTOR  to  independent  purchasers  of CONTRACTOR, entered into in an arm's
length  transaction  between  a  willing  seller  and  a  willing  purchaser  on
commercial  terms  reflecting  current  international  open  market  conditions.

8.4     Commissions  or  brokerages  incurred  in connection with sales to third
parties,  if  any,  shall  not  exceed  the  customary  and  prevailing  rate.

8.5     During  any  given  Calendar Year, the handling of production (i.e., the
implementation of the provisions of Section VII hereof) and the proceeds thereof
shall  be provisionally dealt with on the basis of the relevant Work Program and
Budget  of  Petroleum Operations Expenditures based upon estimates of quantities
of  Crude  Oil  to  be  produced,  of  internal  consumption  in the Republic of
Equatorial  Guinea,  of  marketing  possibilities,  of  prices  and  other  sale
conditions  as  well  as  of  any  other  relevant  factors.  Within thirty (30)
calendar  days  after the end of said given Calendar Year and to comply with the
provisions  of  this  Contract,  adjustments  and  cash  settlements between the
Parties  shall be made on the basis of the actual quantities, amounts and prices
involved.

8.6     In  the  event the Petroleum Operations require the segregation of Crude
Oils  of  different  quality  and/or  grade  and if the Parties do not otherwise
mutually  agree:

(a)     any  and  all  provisions of this Contract concerning valuation of Crude
Oil  shall  apply  individually  to  each  segregated  Crude  Oil;

(b)       Crude Oil produced and segregated in a given year shall contribute to:

(i)     the  "required  quantity"  allotted  in such year to the recovery of all
Petroleum  Operations  Expenditures  pursuant  to  Section  VII;

(ii)     the  "required  quantity" of Crude Oil a Party is entitled in such Year
pursuant  to  Section  VII.

with  quantities  that  bear  the  same  proportion  to the respective "required
quantity"  (referred  to in (i) or (ii) above) as the quantity of such Crude Oil
produced  and segregated in such given Year bears to the total quantity of Crude
Oil  produced  in  such  Year  from  the  Contract  Area.

IX.  BONUSES  AND  SURFACE  RENTALS
     ------------------------------

9.1     On  the  Effective Date, CONTRACTOR shall pay the STATE the sum of Seven
Hundred  Fifty  Thousand  United  States  Dollars (U.S. $750,000) as a signature
bonus.

9.2     On  the  date  CONTRACTOR  notifies  MINISTRY  it  has made a Commercial
Discovery,  CONTRACTOR  shall  pay  the  STATE  the  sum  of Seven Hundred Fifty
Thousand  United  States  Dollars  (U.S.  $750,000).

9.3     CONTRACTOR  shall  pay  the STATE a one-time payment of One Million Five
Hundred  Thousand United States Dollars (U.S. $1,000,000) after daily production
from  the  Contract  Area  averages  for the first time twenty thousand (20,000)
barrels  per day for a period of sixty (60) calendar days; CONTRACTOR shall also
pay  the  STATE  a  one-time payment of Two Million Five Hundred Thousand United
States  Dollars  (U.S. $2,500,000) after daily production from the Contract Area
averages  for  the  first  time  thirty  thousand (30,000) barrels per day for a
period  of  sixty (60) calendar days.  Such payments shall be made within thirty
(30)  calendar days following the last day of the respective sixty (60) calendar
day  period.

9.4     From  the  Effective  Date  and  throughout  the  period  CONTRACTOR  is
conducting  Exploration  Operations,  CONTRACTOR  shall  pay  to STATE an annual
surface  rental  of  One  United  States Dollar (U.S. $1.00) per hectare for all
parts  of  the  Contract  Area  covered by less than two hundred (200) meters of
water and Fifty United States Cents (U.S. $.50) per hectare for all parts of the
Contract  Area  covered  by  two  hundred  (200)  meters  or more of water where
CONTRACTOR is authorized to conduct Exploration Operations.  From the expiration
of  the  Exploration  Operations  until termination of this Contract, CONTRACTOR
shall  pay  to  the  STATE an annual surface rental of Two United States Dollars
(U.S.$2.00)  per  hectare  for  all  parts  of the remaining Contract Area.  The
MINISTRY  and  CONTRACTOR agree that the coordinates shown in Annex "E" attached
hereto represent the boundary where the two hundred (200) meter depth occurs and
the  basis  for  calculating the rental payments.  For the year this Contract is
signed,  the  surface  rentals shall be prorated from the Effective Date through
December  31 of that year, and shall be paid thirty (30) calendar days after the
Effective  Date.  For  succeeding  years  the  surface  rentals shall be paid in
advance,  thirty  (30) calendar days before the beginning of each Calendar Year.

9.5     (a)     The  production  bonus  payments  required by Section 9.3 hereof
shall  be  included  in  Petroleum  Operations Expenditures as cost recoverable.

(b)     The  signature  bonus,  Commercial  Discovery  bonus and surface rentals
required  by  Sections  9.1,  and  9.2,  and  9.4  of this Contract shall not be
included  as  cost  recoverable  in  Petroleum  Operations  Expenditures.

X.      PAYMENTS
        --------

10.1     All  payments  to  be  made by CONTRACTOR to the STATE pursuant to this
Contract  shall  be made to the Treasury of the STATE in United States currency,
or  at  CONTRACTOR's  election,  in  other  currency  acceptable  to  the STATE.

10.2     All  payments due CONTRACTOR shall be made in United States Dollars, or
at  the  STATE's election, in other currency acceptable to CONTRACTOR, at a bank
to  be  designated  by  CONTRACTOR.

10.3     Unless otherwise specifically provided herein, any payments required to
be made pursuant to this Contract shall be made within thirty (30) calendar days
following the end of the month when the obligation to make such payments occurs.

10.4     At  the  end  of  each  accounting  period  any  gain  or  loss  on the
CONTRACTOR's  books  caused by variations in the exchange rates will be deducted
or  added,  as  the case may be, from its costs and expenses for that period, in
case  CONTRACTOR's  accounting  is  done  in  FCFA  (French Africa Confederation
Francs)  or  in  any  other  currency agreed to by the Parties other than United
States  Dollars.

XI.    TITLE  TO  EQUIPMENT
       --------------------

11.1     The  equipment  and fixed installations purchased by CONTRACTOR for use
in  Development and Production Operations becomes the Property of the STATE when
the  term  of  this  Contract  expires.  Nevertheless,  the  equipment and fixed
installations  amortized before the expiration of the Contract, could be used by
the  STATE  providing  such use does not interfere with CONTRACTOR's activities.

11.2     The  provisions  of  Section 11.1 of this Section XI shall not apply to
the  equipment  of  CONTRACTOR  or  any of its subcontractors that constitute an
indispensable  element  in the production of Hydrocarbons; such equipment may be
freely  exported  from  the  Republic  of  Equatorial Guinea, if it has not been
amortized.

XII.    UNITIZATION
        -----------

12.1     If  a  Field  is  designated within the Contract Area and it extends to
other  parts  of  the  Republic  of  Equatorial  Guinea where other parties have
obtained  a Contract for exploration and production of Crude Oil or Natural Gas,
or  where  another Contract has been granted to the CONTRACTOR, the MINISTRY may
demand  the  production  of  Crude  Oil  and  Natural  Gas  be  carried  out  in
collaboration  with the other contractors.  The same rule shall be applicable if
deposits of Crude Oil or Natural Gas, within the Contract Area, not commercially
recoverable  are  deemed  as commercially exploitable if the production includes
those  parts of the deposits extending to areas controlled by other contractors.
12.2     If  the  MINISTRY  so  orders,  CONTRACTOR shall collaborate with other
contractors  in preparing a collective proposal for approval by the MINISTRY for
common  production  of  the  deposits  of  Crude  Oil  or  Natural  Gas.

12.3     If the proposal for common production has not been presented within the
time period established, or if the MINISTRY does not approve that proposal (such
approval  shall not be unreasonably denied or delayed), the MINISTRY may prepare
or  cause  to  be  prepared  for the account of the parties involved, a plan for
common  production.  If  the  MINISTRY  adopts  such  plan, the CONTRACTOR shall
comply  with  all  the  conditions  established  in  such  plan.

12.4     This Section XII shall also be applicable to discoveries of deposits of
Crude  Oil  or  Natural  Gas  within  the Contract Area that extend to areas not
within  the  dominion  of  the Republic of Equatorial Guinea; provided that with
respect  to  the  production  of  such deposits of Crude Oil or Natural Gas, the
MINISTRY  is  empowered  to impose the special rules and conditions necessary to
satisfy  obligations  under  agreements  with  international  organizations  or
adjacent  states.

12.5     Within  one  hundred  eighty (180) calendar days following a request by
the  MINISTRY,  CONTRACTOR  shall  agree  and  proceed  to  operate  under  any
cooperative or unitary plan for the development and operation of the area, Field
or  pool,  or  a part of the same, including areas covered by this Contract, the
MINISTRY deems feasible and necessary or advisable for purposes of conservation.
If  a  clause  of  a  cooperative  or  unitary  development plan approved by the
MINISTRY  that  by  its terms affects the Contract Area or a part of the same or
contradicts  a clause of this Contract, the clause of the cooperative or unitary
plan  shall  prevail.

12.6     Notwithstanding  Section  12.5,  in  the  event  of conflicting clauses
between  the  terms  of  the  Contract  and  the  cooperative  or  unitary plan,
CONTRACTOR  shall retain the right to conciliation and arbitration under Section
XIII.

XI      CONSULTATION  AND  ARBITRATION
        ------------------------------

13.1     The  STATE  and CONTRACTOR hereby consent to submit to the jurisdiction
of  the  International Centre for Settlement of Investment Disputes (hereinafter
the  "Centre")  for  any  dispute arising out of or relating to this Contract or
relating  to  any  investment  made  under  it,  for  settlement by conciliation
followed,  if  the  dispute  remains  unresolved  within three (3) months of the
communication  of  the  report of the Conciliation Commission to the parties, by
arbitration, pursuant to the Convention of the Settlement of Investment Disputes
between  States  and  Nationals  of Other States (hereinafter the "Convention").

13.2     The  MINISTRY  is  a  governmental agency of the Republic of Equatorial
Guinea  that has been designated to the Centre by the STATE pursuant to Articles
25(1)  and  25(3)  of  the  Convention and the Republic of Equatorial Guinea has
notified  the Centre that the agreements executed by the MINISTRY do not require
approval  (the  Government  has  approved  said  Consent  Agreement  by  decree
______________________________)

13.3     It  is  agreed  by  the  Parties  to this Contract that CONTRACTOR is a
citizen  of  the  Cayman  Islands.

13.4     It  is  hereby  agree  by  the Parties that the consent to the Centre's
Jurisdiction  stipulated  above, shall equally bind any successor in interest to
the  Government  of  Republic  of Equatorial Guinea and CONTRACTOR to the extent
that Centre can assume jurisdiction over a dispute between the successor and the
other  Party.

13.5     It  is  hereby  agreed  that  the  right  of  CONTRACTOR to request the
settlement  of  a  dispute  by  the  Centre  or to take any step as a party to a
proceeding  in  accordance  with this clause shall not be affected by CONTRACTOR
receiving  partial  compensation,  conditional or absolute, from any Third Party
(whether  a  private  person,  a  state,  a  government agency or an intentional
organization) with respect to any material loss or injury that is the subject of
the  dispute;  provided  that  the  Republic  of  Equatorial  Guinea may require
evidence  that  such  third  party  agrees  to  the  exercise of those rights by
CONTRACTOR.

13.6     Since  the  Republic  of  Equatorial  Guinea  is not a signatory to the
Convention,  it  is  hereby  agreed  that  Section XIII shall be in force on the
effective  date  of the convention as regards this STATE, and that date shall be
considered  as  the date the Parties consented to submit disputes to the Centre.
Until  thirty (30) days after the ratification of the Convention by the Republic
of  Equatorial  Guinea of the procedures for settlement of disputes provided for
in  this  Section,  all disputes shall be settled by procedures similar to those
applicable  under the Convention, except that the proceedings shall be initiated
by  direct  communication  between  the  Parties,  and  if  the  Tribunal is not
constituted  within  ninety  (90)  calendar  days  following the receipt of such
communication,  either  party  may  request  the  Centre's  Secretary General to
appoint  any  arbitrators  not  yet  appointed.

Any Tribunal constituted regarding a dispute submitted to the Centre pursuant to
this  Section  shall  consist  of one arbitrator appointed by each Party, and an
arbitrator  appointed by the Centre's Chairman of the Administrative Council who
shall  be  President  of  the  Tribunal.

13.7     Any  Tribunal constituted pursuant to this Contract shall apply the law
of  the  Republic  of  Equatorial Guinea.  Such Tribunal constituted pursuant to
this  Contract  shall  have  the  power  to  decide  a dispute ex aequo et bono.

13.8     Notwithstanding  Section 13.6, if conciliation or arbitration under the
Convention  are  unavailable  because  the  jurisdictional  requirements ratione
personae of Article 25 of the Convention is unfulfilled at the time a proceeding
is  instituted  pursuant to this Section XIII, the Parties agree to conciliation
or  arbitration, as the case may be pursuant to Section 13.1, in accordance with
the  Arbitration  (Additional  Facility)  Rules  of  the  Centre.

13.9     The  place  of  arbitration shall be Washington, D.C., United States of
America,  and  the  arbitration  shall  be  held at the seat of the Centre.  The
language  of  the  proceedings  shall  be  Spanish.

XIV.    BOOKS  AND  ACCOUNTS  AND  AUDITS
        ---------------------------------

14.1    BOOKS  AND  ACCOUNTS
        --------------------

CONTRACTOR  shall  be  responsible for keeping books and accounts reflecting all
Petroleum  Operations  Expenditures as well as revenue received from the sale of
Crude  Oil  and Natural Gas, consistent with modern petroleum industry practices
and  proceedings  as  described  in  Annex  "C" attached hereto.  Such books and
accounts  shall  be  maintained  in  United States Dollars.  Should there be any
inconsistency  between  the  provisions  of  this Contract and the provisions of
Annex  "C,"  the  provisions  of  this  Contract  shall  prevail.

14.2    AUDITS
        ------

The  STATE  shall  have  the  right  to inspect and audit CONTRACTOR's books and
accounts  relating  to  this  Contract  in  accordance  with  Section  4.9  If
CONTRACTOR's books and accounts are not available for inspection in the Republic
of  Equatorial  Guinea, the STATE shall have the right to audit the CONTRACTOR's
books  and accounts at the CONTRACTOR's headquarters; in this case, the expenses
of  the audit shall be paid by the CONTRACTOR.  Moreover, the STATE will require
CONTRACTOR  to  engage  independent  accountants  to examine, in accordance with
generally  accepted auditing standards, CONTRACTOR's books and accounts relating
to  this Contract for any Calendar Year or perform auditing procedures as deemed
appropriate  by the STATE.  A copy of the independent accountant's report or any
exceptions  shall  be  forwarded  to  the  STATE within sixty (60) calendar days
following  the  completion  of  such  audit.  Any cost incurred by CONTRACTOR in
complying  with  this  requirement  by  the STATE shall be included in Petroleum
Operations  Expenditures  and shall be cost recoverable.  CONTRACTOR's books and
accounts shall be deemed accepted by the STATE twenty-four (24) months after the
end  of  the  Calendar  Year  when  the  cost  was incurred, unless the MINISTRY
notifies  CONTRACTOR  otherwise  within  such  time.

XV.   ADDITIONAL  PROVISIONS
      ----------------------

15.1          NOTICES
              -------

Any  notices  required or given by either Party to the other, shall be deemed to
have  been  delivered  when  properly  acknowledged for receipt by the receiving
Party.    All  such  notices  shall  be  in  Spanish and shall be addressed to :


<PAGE>
          MINISTRY  OF  MINES  AND  ENERGY
          --------------------------------

          Malabo-Bioko  Norte
          Republica  de  Guinea  Ecuatorial
          Telephone:  (240)-9-3567,  -3405,  -2086
          Facsimile:  (240)-9-3353
          Telex:  GBNOM  5405  EG

          CONTRACTOR
          ----------

          Triton  Equatorial  Guinea,  Inc.
          Wellington  House,  5th  Floor
          125  Strand  Street
          London,  WC2R  0AP
          United  Kingdom
          Attn:  Project  Coordinator
          Telephone:  44-171-533-7000
          Facsimile:  44-171-533-9000
          Telex:  None

Either  party may substitute or change such address on written notice thereof to
the  other.

XVI.     LAWS  AND  REGULATIONS
         ----------------------

16.1     For  purposes  of this Contract, the laws of the Republic of Equatorial
Guinea  shall  govern  in  accordance  with  generally  accepted  principals  of
international  law.

16.2     In  the  event  of  changes  in  the  legislation  regarding  Petroleum
Operations, and if as a consequence of their implementation, said changes cause,
to  the  detriment of any of the Parties, the reduction of rights or an increase
in  the  economic obligations contained in this Contract, the Parties shall meet
and  take the suitable measures to achieve the necessary economic balance at any
time  during  the  Effectiveness  of  this  Contract.

XVII.    FORCE  MAJEURE
         --------------

17.1     Except  as otherwise provided in this Subsection 17.1, each Party shall
be  excused  from  complying  with  the  terms  of this Contract, except for the
payment  of  monies then due, if any, for so long as such compliance is hindered
or  prevented  by irresistible circumstances or beyond the reasonable control of
the  Party  concerned,  including,  but  not  limited  to, change of government,
violent  storms,  cyclones,  thunderstorms,  navigation  dangers, destruction of
machinery  or whatever kind of installations, hostilities, blockades, embargoes,
criminal  disturbances, national emergencies, the inability to obtain, import or
use  any  of the required materials, equipment or services, and the inability to
obtain  the  necessary  rights  of  passage,  riots,  strikes, wars (declared or
undeclared),  insurrections,  rebellions,  terrorist  acts,  civil disturbances,
dispositions  or  orders  of  governmental  authority, whether such authority be
actual or assumed, acts of God, such circumstances being herein sometimes called
"Force  Majeure";  provided, however, inability to obtain equipment, supplies or
fuel  shall not be a cause of Force Majeure, unless caused by one of the factors
described  in this Subsection 17.1.  If any failure to comply is occasioned by a
governmental  law,  rule,  regulation, disposition or order of the Government of
the  Republic  of  Equatorial  Guinea  as  aforesaid  and  the affected Party is
operating  in  accordance  with good petroleum industry practice in the Contract
Area and is making reasonable efforts to comply with such law, rule, regulation,
disposition  or  order,  the  matter  shall  be deemed beyond the control of the
affected  Party.  In  the  event  that  either  Party hereto is rendered unable,
wholly  or  in  part,  by any of these causes to carry out its obligations under
this  Contract,  it  is  agreed that such Party shall give notice and details of
Force Majeure in writing to the other Party within seven (7) calendar days after
its  occurrence.  In  such cases, the obligations of the Party giving the notice
shall  be  suspended  during the continuance of any inability so caused, and the
term  of  the  Contract  shall  be extended to coincide with the duration of the
condition  of  Force  Majeure.  Both  Parties shall do all within their power to
remove  such  cause.

XVIII.   TEXT
         ----

18.1     This  Contract is written in the Spanish and English languages.  In the
event  of  a  controversy between the two texts, the Spanish text shall prevail.

XIX.     EFFECTIVENESS
         -------------

19.1          This  Contract  shall  come  into  effect  on  the Effective Date.

19.2     This  Contract  shall  not  be  annulled,  amended  or  modified in any
respect,  except  by  the  mutual  consent  in  writing  of the Parties or their
successors  hereto.  Nevertheless,  the  MINISTRY  when requested by CONTRACTOR,
once  all  works  described  in  Section 4.3(i)(ii) are completed, shall approve
within  sixty  (60)  calendar  days  from  said request an amendment authorizing
CONTRACTOR  to transfer the minimum drilling obligation described in Section 4.3
from this Block to Block "G" including all the obligations and rights associated
with  said  drilling.  CONTRACTOR  shall  be  entitled  to  recover  the  costs
associated with drilling on the Block where the well is drilled.  Any amendments
or  modifications agreed to in writing by the Parties shall not require approval
by  the  Supreme  Court  of  Justice  of  the  Republic  of Equatorial Guinea or
ratification  by  the  President  of  the  Republic  of  Equatorial  Guinea.


<PAGE>
    IN WITNESS WHEREOF, the Parties hereto have executed  this  Contract,  in
triplicate  and  in  the  Spanish  language,  as of the day and year first above
written.

                                           THE  REPUBLIC  OF  EQUATORIAL  GUINEA
                                           REPRESENTED  BY  THE  MINISTRY  OF
                                           MINES  AND  ENERGY  OF THE REPUBLIC
                                           OF  EQUATORIAL  GUINEA



                                           By: ________________________________
                                               Minister  of  Mines  and  Energy


                                           TRITON  EQUATORIAL  GUINEA,  INC.



                                           By: ________________________________
                                               Thomas  G.  Finck,  President





                                    ANNEX "B"

                          DESCRIPTION OF CONTRACT AREA

                                     BLOCK F




               CORNER POINTS     LATITUDE NORTH     LONGITUDE EAST

                      A             1 41' 05"         9 37' 34"

                      B             1 41' 07"         9 25' 37"

                      C             1 40' 15"         9 25' 37"

                      D             1 40' 15"         9 17' 41"

                      E             1 34' 38"         9 17' 41"

                      F             1 34' 34"         9 01' 56"

                      G             2 00' 00"         9 13' 39"

                      H             2 00' 00"         9 47' 41"

From  corner  point  H  the  Block is defined by the coast in low tide until the
intersection  with  corner  point  A  at  latitude North 1 41' 05" and 9 37' 34"
longitude  East


                                    ANNEX "C"

                              ACCOUNTING PROCEDURE

     Attached  to  and  made an integral part of the Production Sharing Contract
(the  "Contract")  for  Block  F  between  the  REPUBLIC  OF  EQUATORIAL GUINEA,
represented  for  purposes of this Contract by the Ministry of Mines and Energy,
and  TRITON  EQUATORIAL  GUINEA,  INC., CONTRACTOR, dated the 26th day of March,
1997.

                                    Article I
                               General Provisions

1.     Purpose.  The  accounting  procedure  herein provided and attached to the
       -------
Contract  is  to  be  followed and observed in the performance of either Party's
obligations  under  the  Contract.

2.     Accounts  and Statements.  CONTRACTOR's accounting records and books will
       ------------------------
be kept in accordance with generally accepted and recognized accounting systems,
consistent  with  modern  petroleum industry practices and procedures. Books and
reports  will  be maintained and prepared in accordance with methods established
by  the  MINISTRY. The chart of accounts and related account definitions will be
prescribed  by  the  MINISTRY.  Reports  will  be  organized  for the use of the
MINISTRY  in  carrying  out  its management responsibilities under the Contract.

                                   Article II
                        Petroleum Operations Expenditures

     1.     Definition  for Purposes of the Recovery of Costs and Calculation of
            --------------------------------------------------------------------
the  Income  Taxes.  For  any  year when commercial production occurs, Petroleum
------------------
Operations Expenditures shall consist of a) current year's non-capital costs, b)
current  year's  capital  costs,  and  c) current year allowed recovery of prior
year's  unrecovered  Petroleum  Operations  Expenditures.

     2.     Non-Capital  Expenditures.  Non-capital  expenditures  means  those
            -------------------------
Petroleum  Operations Expenditures, whether related to Crude Oil or Natural Gas.
or  relating  to  current  year's operations. Moreover, non-capital expenditures
shall also include the sums agreed and designated by the MINISTRY and CONTRACTOR
for  the  abandonment of the Petroleum Operations. In addition to costs relating
only  to  current operations, U.S. $93,000 spent by CONTRACTOR for data acquired
prior  to  the  Effective  Date  shall be classified as non-capital expenditures
authorized  in  writing  by  the  MINISTRY,  and  the  costs  of surveys and the
intangible  costs of drilling exploratory and development wells, as described in
paragraph  (c),  (d)  and  (e)  below,  will be classified as non-capital costs.
Non-capital  expenditures  include,  but  are  not  limited  to  the  following:

(a)     Labor,  materials  and  services  used  in  day  to  day  crude oil well
operations, crude oil field production facilities operations, secondary recovery
operations,  natural  gas  well  storage, handling, transportation, and delivery
operations,  natural  gas  field  production  facilities operations, natural gas
transportation  and  delivery operations, natural gas processing auxiliaries and
utilities,  cleaning up pollution or related damages as set forth in Section 4.8
of  this Contract, and other operating activities, including maintenance, all of
which  comprise  Petroleum  Operations.

(b)     Office, services and general administration - General services including
overhead  allocation,  insurance  premiums,  technical  and  related  services,
material  services,  transportation, rental of heavy engineering equipment, site
rentals  and  other rentals of services and property, personnel expenses, public
relations,  and  other  expenses  abroad.

(c)     Development and production drilling - Labor, materials and services used
in  drilling  wells with the object of penetrating a proven reservoir, including
the  drilling  of  delineation  wells  as  well  as  redrilling,  deepening  or
recompleting  wells,  and  access  roads,  if  any,  leading  directly to wells.

(d)     Exploratory  drilling  -  Labor,  materials  and  services  used  in the
drilling  of  wells  with the object of finding unproven reservoirs of crude oil
and  natural  gas,  and  access  roads,  if  any,  leading  directly  to  wells.

(e)     Surveys  -  Labor,  materials  and  services used in aerial, geological,
topographical,  geophysical  and  seismic  surveys,  and  core  hole  drilling.

(f)     Other  exploration  expenditures  -  Auxiliary  or  temporary facilities
having  useful  lives  of  one  year  or  less used in exploration and purchased
geological  and  geophysical  information.

(f)     The  bonus  payments  payable  in  accordance  with  Section  9.3 of the
Contract.  All  payments made in accordance with Section 9 of the Contract shall
be  deductible  for  purposes  of  calculation  of  Income  Tax.

(h)     Interest  on  loans shall be considered non-capital expenditures for tax
purposes;  however,  three  percent (3%) shall be cost recoverable in accordance
with  Article  III.3  of  this  Annex  "C".

3.     Capital  Expenditures.  Capital  expenditures means expenditures made for
       ---------------------
items  that  normally  have  a  useful  life  beyond  the year incurred. Capital
expenditures  include,  but  are  not  limited  to,  the  following:

(a)     Construction  utilities  and  auxiliaries  - Work shops, power and water
facilities, warehouses, and field roads other than the access roads mentioned in
paragraphs  2(c)  and  2(d)  above. Cost of oil jetties and anchorages, treating
plants  and  equipment, secondary recovery systems, gas plant and steam systems.

(b)     Construction  housing and welfare - Housing, recreational facilities and
other  tangible  property  incidental  to  construction.

(c)     Production  facilities  -  Offshore  platforms  (including  the costs of
labor,  fuel,  hauling, and supplies for both the offsite fabrication and onsite
installation  of  platforms,  and other construction costs in erecting platforms
and  installing  submarine  pipelines),  wellhead  equipment, subsurface lifting
equipment,  production tubing, sucker rods, surface pumps, flow lines, gathering
equipment,  delivery  lines  and  storage  facilities.

(d)     Movables  -  Surface  and  subsurface  drilling  and  production  tools,
equipment  and  instruments,  barges,  floating  craft,  automotive  equipment,
aircraft,  construction  equipment,  furniture  and  office  equipment  and
miscellaneous  equipment.

<PAGE>


                                   Article III
               Accounting Methods To Be Used to Calculate Recovery
              of Petroleum Operations Expenditures and Income Taxes

     As  indicated  below,  the  following  accounting  methods shall be used to
calculate  the  recovery  of Petroleum Operations Expenditures and Income Taxes.

1.     Depreciation.   Depreciation  will  be  calculated from the year in which
       ------------
the  asset  is  placed into service, with a full year's depreciation allowed the
initial  year.  Depreciation  of  Capital  Costs,  for  purposes  of  Income Tax
calculation  and  cost  recovery,  will  be calculated over a period of four (4)
years  using  the  straight  line  method.

     The  lives to be used for items for which Capital Expenditures are incurred
shall  be  four  (4)  years.  The  undepreciated  balance of assets taken out of
service  will  not  be  charged  to  Petroleum  Operations Expenditures but will
continue  to  depreciate based upon the lives described above, except where such
assets have been subjected to unanticipated destruction, for example, by fire or
accident.

     2.     Overhead Allocation.  General and administrative expenditures, other
            -------------------
than  direct  charges,  allocable  to  this  operation should be determined by a
detailed  study,  and  the method determined by such study shall be applied each
year  consistently. The method selected must be approved by the MINISTRY. Either
the  MINISTRY  or CONTRACTOR may request by notification of the other Party that
the  method  selected  be changed; provided, however that only one change to the
method  be  allowed  in  any  given  Calendar  Year.

     3.     Interest  Recovery.  Interest  on  loans  obtained  by  a Party from
            ------------------
Affiliated  Companies, or parent companies, or from third parties non-affiliated
may  not  be  recoverable  as  Petroleum Operations Expenditures, except for the
three  percent (3%) interest, but the interest may be deductible from income for
the  purposes of calculating CONTRACTOR's Income Tax. The interest on said loans
cannot  be  over  the  prevalent  commercial  rates  for  Petroleum  Operations
investments. Details of any sums to be financed shall be included in each year's
Budget  of  Petroleum  Operations  Expenditures  for the review of the MINISTRY.
Notwithstanding  anything  to  the  contrary  contained  herein  or  in  any law
regulation  rule order or decree of the STATE, non-resident lenders shall not be
subject  to  withholding  tax  or  other  income  tax.

     4.     Natural  Gas  Costs.  Petroleum  Operations  Expenditures  directly
            -------------------
associated  with  the  production  of  Natural  Gas  will be directly chargeable
against  Natural  Gas  revenues  in  the manner agreed by the Parties. Petroleum
Operations  Expenditures  incurred  for production of both Natural Gas and Crude
Oil  will  be  allocated to Natural Gas and Crude Oil as agreed by both Parties.

     5.     Inventory Accounting.   The costs of non-capital items purchased for
            --------------------
inventory  will  be  recoverable  in  the year the items have been landed in the
Republic  of  Equatorial  Guinea.  The  CONTRACTOR  shall  present  two types of
inventories,  one  for  non-capital  assets  or articles and another for capital
assets  or  articles.

     6.     Insurance  and  Claims.   Petroleum  Operations  Expenditures  shall
            ----------------------
include  premiums  paid  for  insurance  normally required to be carried for the
operations relating to CONTRACTOR's obligations conducted under the Contract and
shall also include expenditures incurred and paid by CONTRACTOR in settlement of
any  and  all  losses, claims, damages, judgments, and other expenses, including
monies  relating  to  CONTRACTOR's  obligations  under  the  Contract.  Any sums
CONTRACTOR  receives  for  settlements from insurance carried for the benefit of
the  Petroleum  Operations  shall  be  deducted  from  Petroleum  Operations
Expenditures  for  the  year  any  such  settlement  is  received.



                                    ANNEX "D"
                    LETTER OF PERFORMANCE GUARANTY BY PARENT
             FOR CONTRACT AREA F, THE REPUBLIC OF EQUATORIAL GUINEA


     WHEREAS,  Triton  Energy Limited, a company validly existing under the laws
of  the  Cayman  Islands  ("Parent"),  with  its principal place of business c/o
Caledonian  House,  Mary Street, Post Office Box 1043, Georgetown, Grand Cayman,
Cayman  Islands;  and

     WHEREAS, Triton Equatorial Guinea, Inc., a company validly constituted
under the laws  of  the  Cayman  Islands  ("Company"), is a wholly owned
subsidiary of the Parent;  and

     WHEREAS,  Company  has  contemporaneously  herewith  entered  into  that
certain Production  Sharing  Contract  (the  "Contract") with the Republic of
Equatorial Guinea  (the  "STATE")  for  Contract  Area  F;  and

     WHEREAS,  Company holds the participating interest as specified in the
Contract; and

     WHEREAS, the STATE desires that the performance by Company under the
Contract be guaranteed;  and

     WHEREAS,  the  Parent  accepts  that  it fully understands and assumes
the legal contractual  undertakings  of  the  Company  under  the  Contract;
and

     NOW  THEREFORE,  it  is  hereby  agreed  and  stipulated  as  follows:

1.     Parent  shall  be  bound  as  Guarantor  by  virtue  of  this  Letter  of
Performance  Guaranty  by  Parent  (this  "Guaranty")  to  the  STATE  for  the
fulfillment of the obligations assumed by the Company in accordance with Section
4.3(a)  of  the  Contract.

     2.     In  accordance  with  Section 4.5 of the Contract, the amount of any
guaranty by Parent hereunder in the then Contract Year phase shall be discharged
of  the  minimum  expenditure  obligation  for such Contract Year phase when the
minimum expenditure obligation for such phase has been satisfied. If at the end,
the  Exploration Expenditures incurred by Company during the two (2) first years
of  the  Contract  is  less than the minimum expenditure obligation described in
Section  4.5  of  the  Contract, then Parent agrees it shall pay to the STATE on
first  demand  without  proof  or  conditions  the  balance  of  the amounts not
incurred.  The  STATE's  first demand shall be given within thirty (30) calendar
days  from  the  end  of  the related initial exploration period. Failure by the
STATE  to make a timely demand as provided above shall discharge Parent from its
liabilities  under this Guaranty. Demand shall be made by an original written or
faxed  statement  from  the  Ministry  of  Energy  and  Mines of the Republic of
Equatorial  Guinea  ("Ministry") certifying that "Triton Equatorial Guinea, Inc.
did  not  comply  with  the  work program in the Contract covering Block F." The
Ministry  shall  state  specifically  how Triton failed to comply with such work
commitment.  The  Minister  shall  deliver  the  demand to the Parent at 6688 N.
Central  Expressway,  Dallas, Texas, 75206 U,S.A.; or fax number 1-214-691-0198.

3.     This  Guaranty  shall be governed by and construed in accordance with the
laws  of  Equatorial  Guinea.

     4.     This  Guaranty  shall  expire  at  the  earlier of two (2) years and
thirty (30) consecutive days from the Effective Date of the Contract or the date
when  Company  and/or its permitted assignee has been recognized by the Ministry
of  Mines  and Energy of the Republic of Equatorial Guinea to have fulfilled its
minimum  expenditure  obligations for the initial exploration period pursuant to
the  Contract.

     5.     Said  act to be effective in the Republic of Equatorial Guinea shall
be previously elevated to a public deed by a notary or other competent authority
named  by  the  Principal,  and  said  public  deed  shall comply with all legal
requisites.  The  costs incurred for said process shall be the responsibility of
the  Company,  and  shall  not  be  recoverable.

     IN  WITNESS WHEREOF, Parent and Company have signed this Guaranty on ______
day  of  _______,  1997.

                                              PARENT:
                                              TRITON  ENERGY  LIMITED



                                              By:_________________________
                                                 Name:____________________
                                                 Title:___________________


                                              COMPANY
                                              TRITON  EQUATORIAL  GUINEA,  INC.




                                              By:_________________________
                                                 Name:____________________
                                                 Title:___________________




STATE  OF  TEXAS

COUNTY  OF  DALLAS


     BEFORE  ME, the undersigned Notary Public in and for the State of Texas, on
this  day personally appeared _________________________, ____________________ of
TRITON  ENERGY  LIMITED,  and  acknowledged to me that he executed the foregoing
instrument  for the purposes and consideration therein expressed, as the act and
deed  of  TRITON  ENERGY  LIMITED,  and  that  he  has the capacity to make such
authorization.

     WITNESS  MY  HAND  AND SEAL OF OFFICE this ____ day of ____________, 19___.


                                     ___________________________________________
                                     Notary Public in and for the State of Texas

                                     ___________________________________________
                                     Printed  Name

My  Commission  Expires:    _______________




STATE  OF  TEXAS

COUNTY  OF  DALLAS


     BEFORE  ME, the undersigned Notary Public in and for the State of Texas, on
this  day personally appeared _________________________, ____________________ of
TRITON  EQUATORIAL  GUINEA,  INC.,  and  acknowledged to me that he executed the
foregoing  instrument  for  the purposes and consideration therein expressed, as
the act and deed of TRITON EQUATORIAL GUINEA, Inc., and that he has the capacity
to  make  such  authorization.

     WITNESS  MY  HAND  AND SEAL OF OFFICE this ____ day of ____________, 19___.


                                     ___________________________________________
                                     Notary Public in and for the State of Texas

                                     ___________________________________________
                                     Printed  Name

My  Commission  Expires:    _______________