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                                                                   Exhibit 10.16

                                 ASSIGNMENT OF

                       INTERNATIONAL CONSULTING AGREEMENT




         This Assignment of International Consulting Agreement is entered into
as of this 2nd day of November, 1995 by and among YPF Sociedad Anonima, a
sociedad anonima organized under the laws of the Republic of Argentina ("YPF"),
Maxus Energy Corporation, a Delaware corporation ("Maxus"), and C. L. Blackburn
("Blackburn").

         WHEREAS, YPF and Blackburn have heretofore entered into an
International Consulting Agreement (the "Consulting Agreement") effective as of
May 1, 1995; and

         WHEREAS, YPF owns all of the issued and outstanding common stock of
Maxus; and

         WHEREAS, YPF has determined that Maxus will be its principal
international oil and gas exploration and production subsidiary, responsible
for substantially all oil and gas exploration and production activities outside
Argentina; and

         WHEREAS, consistent with Maxus' role as YPF's principal international
oil and gas exploration and production subsidiary, YPF has transferred or
intends to transfer certain rights to explore for and produce oil and gas in
Bolivia, Peru, Ecuador, the United States and other countries; and

         WHEREAS, the parties hereto have agreed that in view of Maxus' role as
YPF's principal international oil and gas exploration and production subsidiary
it is appropriate and in the parties'  interests for YPF to assign its rights
and obligations under the Consulting Agreement to Maxus;

         NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

         1.  YPF hereby assigns, and Maxus hereby accepts and agrees to perform
on the terms and conditions set forth herein, all of YPF's rights and
obligations under the Consulting Agreement effective as of May 1, 1995.

         2.  Blackburn hereby consents to the assignment of YPF's rights and
obligations under the Consulting Agreement to Maxus on the terms and conditions
set forth herein and that the "Consulting Services" (as defined in the
Consulting Agreement) will be performed for Maxus.
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         3.  Any provision in this Agreement or the Consulting Agreement to the
contrary notwithstanding, the parties hereto agree as follows:

                 a.  In lieu of the access contemplated by Section 1 of the
         Consulting Agreement, Blackburn shall have direct access to Nells
         Leon, the Chief Executive Officer of YPF and a director of Maxus, and
         Roberto Monti, the President and Chief Executive Officer of Maxus, or
         their successors.

                 b.  Blackburn shall send any invoices for or in connection
         with Consulting Services or expense reimbursement as contemplated by
         Sections 3 and 4 of the Consulting Agreement, respectively, to Maxus
         Energy Corporation, 717 N. Harwood Street, Suite 3300, Dallas, Texas
         75201, Attn: Controller, or such other address as may be specified in
         writing by Maxus.

                 c.  Maxus shall provide Blackburn office space, parking,
         supplies and support services in Maxus' headquarters' offices in
         Dallas on an as needed basis if and when Blackburn determines to
         perform Consulting Services at such offices, and YPF shall provide
         Blackburn office space, parking, supplies and support services in
         YPF's headquarters' offices in Buenos Aires, Argentina on an as needed
         basis if and when Blackburn determines to perform Consulting Services
         at such offices.

         4.  Maxus and Blackburn agree that the Consulting Agreement remains in
full force and effect as modified hereby.

         THIS Assignment of International Consulting Agreement may be signed in
any number of counterparts and shall be effective when executed by all three
parties identified below.

                                        YPF SOCIEDAD ANoNIMA

Date:

November 7, 1995                        By /s/ CEDRIC BRIDGER
                                           ------------------------------------


                                        MAXUS ENERGY CORPORATION

Date:

November 9, 1995                        By /s/ W. MARK MILLER   
                                           ------------------------------------


Date:

November 2, 1995                        By /s/ C. L. BLACKBURN
                                           -----------------------------------
                                           C. L. BLACKBURN


bcc w/enc:       L. Englebrecht
                 R. Clabiorne