EXHIBIT 1O (i)(A)

                               HEADS OF AGREEMENT


THIS  AGREEMENT,  dated December 20, 2001, is entered into between the following
persons (together the "Parties"):

(1)  PUMA ENERGY INC.,  a company  incorporated  under the laws of Florida,  USA
     ("PUMA"); and

(2)  H. GRUNEWALD & CO., GmbH, a company  incorporated under the laws of Germany
     ("Grunewald").

INTRODUCTION

(A)  Grunewald or its affiliate holds a 60% interest in  Azergerneft,  a limited
     liability  company formed under the legislation of the Azerbaijan  Republic
     (the  "Company"),  the  remainder of the interests in which are held by the
     State Oil Company of the Azerbaijan Republic ("SOCAR").

(B)  The Company was  incorporated  pursuant to an agreement  between  SOCAR and
     Grunewald (the "JV Contract") to carry out the  rehabilitation  of existing
     facilities in the Ramana Field Number 7 and all ancillary  activities  (the
     "Project") in accordance with its terms.

(C)  The Company is seeking funds to carry out such rehabilitation and on August
     14, 2001  Grunewald  and PUMA  signed a Letter of- Intent  under which PUMA
     agreed to investigate the possibility of investing in the Company.

(D)  The  Parties  now wish to record the  circumstances  under  which PUMA will
     agree to make  available  funds to the Offshore  Company which will in turn
     make available up to US$5 million to the Project.

IT IS NOW AGREED as follows:



                             ARTICLE I- DEFINITIONS

Article 1.01. Definitions

     Unless the context otherwise  requires,  terms used in this Agreement shall
have the following meanings:

"Affiliate"                means,  with respect to any Person,  any other Person
                           that  directly,  or  indirectly  through  one or more
                           intermediaries,  has Control, is under the Control of
                           or is under common Control with that Person.


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"Agreement"                means  this   heads  of   agreement   including   its
                           Introduction and Annex.

"Company"                  is defined in Introduction (A).

"Control"                  means in respect of any entity, the ownership of more
                           than  fifty  percent of the  participatory  interests
                           (50%) authorised to vote at a general meeting, or the
                           ability to pass or procure  the passing of a decision
                           (whether by the casting of votes of  otherwise)  at a
                           general  meeting,  or at any meeting of the executive
                           or management body of such entity.

"Governmental"             means relating to the central  government of a state,
                           including any and all instrumentalities, branches and
                           administrative  and other  subdivisions of or in such
                           government,  and any and all executive and regulatory
                           bodies,    agencies,     departments,     ministries,
                           authorities  and  officials of or in such  government
                           that have the authority to govern,  regulate, levy or
                           collect  Taxes,   duties  or  other  charges,   grant
                           licenses  or permits or approve or  otherwise  affect
                           (whether  financially  or  otherwise),   directly  or
                           indirectly,  activities of the Project or any Party's
                           rights or  obligations  in  respect  of the  Project,
                           notwithstanding  any  change at any time or from time
                           to time in structure, form or otherwise.

"JV Contract"              is defined in Introduction (B).

"JY Documents"             means the JV Contract and any charter  other  similar
                           foundation  document of the Company together with all
                           other  documents  required  by  the  jurisdiction  of
                           formation in order to create the Company.

"Information"              means the terms and  conditions of this Agreement and
                           any    confidential   or   proprietary    information
                           (including  any plans,  drawings,  reports,  records,
                           scientific  and  technical  data,   notes  and  other
                           similar  information) in written,  oral or electronic
                           form which a Party obtains pursuant to this Agreement
                           or by virtue of its interest in the Project.

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 "Offshore Company"        means a limited  liability company to be formed under
                           the laws of Nevis or other acceptable jurisdiction to
                           act as the funding  vehicle as  described  in Section
                           4.01.  Such  company  shall  be joint  venture  owned
                           equally by  Gruenewalcl  and Puma,  except  that Puma
                           shall have the  controlling  vote in the event of tie
                           vote on any matter.

"Parties"                  means the  parties to this  Agreement  together  with
                           their successors and permitted assignees.

"Person"                   means any  physical  person or any entity,  including
                           any successor or permitted assignee of such person or
                           entity.

"Project"                  is defined in Introduction (B).

"Project Agreements"       means the IV Documents, the Rehabilitation Activities
                           Plan and the IV Contract.

"Rehabilitation
Activities Plan"           means a plan for carrying out of the Project.

"Taxes"                    duties,  customs,  imposts,  contributions  (such  as
                           social   fund  and   compulsory   medical   insurance
                           contributions),  fees,  assessments  or other similar
                           charges  payable to or imposed by any  government  or
                           Governmental authority (whether at central,  regional
                           or local level),  together with  interest,  penalties
                           and  fines   (including   financial   sanctions   and
                           administrative   penalties)  with  respect   thereto,
                           imposed by or in  Azerbaijan  on the  Project and its
                           income (whether such taxes are paid by the Company or
                           its  owners).   and  "Tax"  shall  mean  any  of  the
                           foregoing.

Article 1.02. Interpretation

          In this Agreement except where the context otherwise requires:

(a)  words denoting the singular include the plural and vice versa;

(b)  references to a specific  Article or  Introduction  shall be construed as a
reference to that specified Article or Introduction of this Agreement;

(c)  the headings and the Table of Contents  are  inserted  for  convenience  of
reference only and shall not effect the interpretation of this Agreement;


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(d)  the word "including" shall be read as including without limitation;

(e)  references to writing shall  include any method of  reproducing  words in a
legible and non transitory form;

(f)  references to any statute or statutory  provision shall include  references
to such  statute or  statutory  provision as amended,  modified,  re-enacted  or
replaced from time to time; and

(g)  references to any document or agreement  shall  include  references to such
document or agreement as amended, modified,  reenacted, or replaced from time to
time.


                   ARTICLE II- REPRESENTATIONS AND WARRANTIES

Article 2.01. Representations and Warranties of the Parties

     Each of the Parties represents and warrants to each other Party that:

(a) it is duly organized under the laws of the jurisdiction of its formation and
it has the  corporate  and  legislative  power and  authority  to enter into and
perform  its   obligations   under  this   Agreement   and  that  all  necessary
Governmental,  corporate,  shareholder  and  other  action  has  been  taken  to
authorize the execution, delivery and performance of this Agreement;

(b) the execution and delivery of, the performance of its obligations under, and
the discharge of its  liabilities  in compliance  with the  provisions  of, this
Agreement will not:

     (i)  contravene any existing  applicable law,  statute,  rule,  regulation,
     judgement, decree or permit to which it is subject;

     (ii) conflict  with,  or  result  in the  breach of any of the terms of, or
     constitute a default under,  any agreement or other  instrument to which it
     is a party or is subject or by which it or any of its property is bound;

     (iii)contravene  or  conflict   with  any   provision  of  its   foundation
     documents; or

     (iv) result in the imposition of a lien or encumbrance on any of its assets
     or property;

(c) this Agreement has been duly  authorised and executed by it and  constitutes
legal,  valid and binding  obligations  of such Party  enforceable  against such
Party in accordance with its terms;

(d) no  authorization,  approval or other  action by, and no notice to or filing
with,  any  Governmental  authority  or  regulatory  body  is  required  for the
execution, delivery or performance of this Agreement;

(e) no  approval  or  authorization  is  required  for  any  of  the  activities
contemplated  by this  Agreement by virtue of its entering  into and  performing
this Agreement;


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(f) neither it not its property enjoy any rights of immunity from suit,  set-off
or  attachment  or  execution of  judgement  in respect of its  obligations  and
liabilities under this Agreement; and

(g) there exist no  litigation  or claim which would  prohibit or impair it from
entering into or performing this Agreement.

Article 2.02. Further Representations and Warranties of the Parties.

     Each Party hereby represents and warrants to the other that all Information
which  has  been  made  available  in  connection  with  this  Agreement  or the
activities to be undertaken pursuant to this Agreement:

     (a)  is complete and accurate and all assumptions on which such Information
is based and opinions expressed in such Information are reasonable;

     (b)  does not  contain  any  untrue  or  misleading  statement  or omit any
material fact; and

     (c)  has been prepared in good faith and in a prudent and competent manner.

     Article 2.03. Inducement

     Each Party acknowledges that it has made the representations and warranties
contained in this Article II with the  intention of inducing each other Party to
enter into this  Agreement  and that each such other Party has entered into this
Agreement on the basis of, and in full reliance on, each of such representations
and warranties.

                           ARTICLE III- DUE DILIGENCE

Article 3.01. Co-operation

(a)  Grunewald  shall procure that the Company shall permit PUMA to complete its
legal,  operational,  financial  and Tax due  diligence  on the  Company and its
activities  including  the audit  described  in Exhibit  4.02(a) and render PUMA
every assistance in obtaining Information in respect of such due diligence.

(b)  Such due diligence shall be completed on or before March 31, 2002.

                           ARTICLE IV- FUNDING METHODS

Article 4.01. The Offshore Company

(a)  Upon  execution  of  this  Agreement,  PUMA  shall  cause  to be  formed  a
subsidiary in Azer baijan ("PUMA AZ") to acquire the Company  interest,  and the
Offshore Company.  The PUMA subsidiary shall be owned 100% by PUMA. The Offshore
Company shall be owned 50% by PUMA AZ, and 50% by Grunewald.


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(b)  Each of PUMA AZ and  Grunewald  shall  appoint  one member to the  Offshore
Company governing board. In the event of a deadlock between such member, PUMA AZ
may appoint a third member to the Board.

(c)  Upon satisfaction of all conditions to this Agreement,  there shall be held
a closing (the "Closing") at which PUMA will provide a funding commitment to the
Offshore Company equal to USD 5 million through December 31, 2004.  Drawdowns of
committed  funds shall be timed to coincide  with budgeted  expenditures  on the
Project.

(d)  All funding for the benefit of the Company shall be made by and through the
Offshore  Company,  and the shares of the Parties' revenues in the Company shall
be paid to the Offshore Company for further distribution to the Parties. PUMA AZ
shall  receive  a return  on the funds it  invests  in or loans to the  Offshore
Company,  and  Grunewald  shall  receive a return on all amounts it documents as
owed to  (Grunewald  by the  Company or as further  invested in or loaned to the
Offshore  Company.  Such  payments  shall be applied  one-third to Grunewald and
two-thirds  to Puma until all amounts have been repaid.  Such returns shall bear
interest at the rate of three month  LIBOR,  reset  monthly,  plus 5%. After all
returns  have  been  made,  revenue  shall  be  distributed  to the  Parties  in
proportion to their percentage interest in the Company.

(e)  The Offshore -Company will handle all contracting and supervise all work to
be performed on the Project for the Parties.

Article 4.02 Acquisition of Company Interest

(a)  As a condition  to  Closing,  a fair  market  valuation  of the oil and gas
reserves of the Proj - ect shall have been  conducted as of December 31, 2001 by
Gaffney Cline & Associates on the premise of the relationships  described herein
and the conditions  precedent hereto,  and such re serve values shall be carried
forward in a financial  audit of the Company as of such date to be  performed by
an  international  accounting  firm chosen by the Parties.  Fair market value is
defined as the price that would be paid by a willing buyer to a willing  seller.
The valuation of the Com pany, including the reserves,  shall determine the fair
market value of the Company.  If Gaffney Cline's  estimates are  unacceptable to
either Grunewald or Puma, an arbitration  process will be established  wherein a
third party will resolve the differences.

(b)  Based  upon  the  value  of  the  Company  so  determined,   including  all
indebtedness  payable to any party,  PUMA shall have the right to purchase  from
Grunewald an interest in the Company  equal to a minimum of a 30% Joint  Venture
Interest and a maximum of a 42% Joint Venture  Interest.  In the event Grunewald
cannot directly convey a Joint Venture Interest, PUMA shall have the right as an
alternative  to acquire  ownership of Grunewald  equal to a minimum of 50% and a
maximum of 70% of Grunewald).  The determination  whether Grunewald can convey a
direct Joint Venture interest shall be made if possible before March 31, 2002.

(c)  The purchase  price for  Grunewald's  interest in the Joint Venture (or for
Grunewald)  shall be payable in full in cash at the Closing.  Alternatively,  if
the  Parties  so  agree,  all or part of the  purchase  price may be paid in the
common stock of PUMA.

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(d)  The Parties shall  control a majority of the  governing  board of the Joint
Venture and shall comply in all respects with the Joint Venture Agreement.


                     ARTICLE V - OTHER CONDITIONS PRECEDENT

Article 5.01 Other Conditions Precedent

(a)  Legal Documentation:  each of the Project Agreements shall be in effect and
valid, legal and binding and enforceable in accordance with its terms.

(b)  Unpaid  Royalties  and Taxes:  the  Company  shall have  delivered  to PUMA
evidence,  in form and substance  satisfactory to PUMA, that any outstanding Tax
liability  (including  any fine or  penalty)  with~ any  national  ~or local Tax
authority will be included in the audited financial statements.

(c)  Oil Sales:  Grunewald  shall have delivered to PUMA  evidence,  in form and
substance  satisfactory to PUMA, that the status of all executed petroleum sales
with the Azerbaijan Repub lic, including  reaching an appropriate  agreement for
'making  up'  approximately  40,000  tonnes of 'World  Market  Share'  petroleum
previously  classified as 'Local Market Share'  petroleum,  shall be resolved in
the valuation.

(d)  Accounting and Administrative Procedures: the Company shall have introduced
and  be   implementing   through  the  Offshore   Company  the   accounting  and
administrative  procedures  specified in the JV Contract to the  satisfaction of
PUMA and PUMA shall be satisfied with the level of commitment to such procedures
demonstrated by the Company and its owners.

(e)  Rehabilitation  Activities  Plan: the Offshore  Company shall have prepared
and  decided  to  introduce  the  Rehabilitation  Activities  Plan in  form  and
substance satisfactory to PUMA.

(f)  No Adverse Change:  until the date of initial funding of PUMA's commitment,
nothing shall have occurred which:

     (i)  is likely to have a material  adverse effect on the rights or remedies
     of PUMA or on the  ability of the  Company,  Grunewald  or SOCAR to perform
     their respective obli gations under any of the Project Agreements; and

     (ii) in the  opinion of PUMA,  may have an adverse  material  effect on the
     business,   condition   (financial  or  other),   results  of   operations,
     operations,  property,  assets,  liabilities or prospects of the Company or
     the Guarantors.


                              ARTICLE VI- EXPENSES

Article 6.01 Responsibility

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     Each of the Parties shall be responsible for all expenses incurred by it in
connection with entry into and performance of this Agreement  including,  legal,
travel and other  out-of-pocket  expenses.  The Parties shall equally divide the
costs of the audit and will negotiate in good faith regarding the sharing of the
costs of the  valuation,  giving  credit  to work  previously  commis  sioned by
Grunewald  and  delivered to Gaffney,  Cline &  Associates,  all as described in
Article 4.02(a).

                           ARTICLE VII- MISCELLANEOUS

Article 7.01 Assignment

     No Party shall assign or  otherwise  transfer all or any part of its rights
or  obligations  under this Agreement  without the prior written  consent of the
other Parties except that Puma and its permitted  assignees shall have the right
to assign or otherwise transfer to an Affiliate without consent.

Article 7.02 Notices

     Any notice or other  communication to be given or made under this Agreement
shall be in writing.  Such notice or other communication shall be deemed to have
been duly given or made when it is  delivered  by hand,  airmail,  or fax to the
Party to which it is required or  permitted  to be given or made at such Party's
address specified below:

     For: Puma Energy, Inc.
     Attention:              Mr. Edward Blessing
                             1600 Three Lincoln Centre
                             5430 LBJ Freeway
                             Dallas, Texas
                             USA 75240-2605

     Tel:                    +1 972 663-9400
     Fax:                    +1 972 663-9395

     For: Grunewald
     Attention:              Heinrich Grunewald
                             Grosse Elbstrasse 131
                             D-2276 Hamburg, Germany

     Tel:                    +49 40 3068000
     Fax:                    +49 40 388745

Article 7.03 Illegality

     Each of the provisions  contained in this Agreement  shall be severable and
distinct from one another and if at any time any one or more such  provisions is
or becomes  invalid,  illegal  or  unenforceable,  the  validity,  legality  and
enforceability  of each of the remaining  provisions of this Agreement shall not
in any way be affected prejudiced or impaired thereby.

<PAGE>

Article 7.04 Amendments

     No amendment or waiver of any provision of this  Agreement,  and no consent
to any departure by any Party from the provisions of the Agreement, shall in any
event be  effective  unless  the same  shall be in  writing  and  signed  by the
Parties, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it is given.

Article 7.05 English language

     All documents to be furnished or  communications  to be given or made under
this  Agreement  shall be in the English  language  or, if in another  language,
shall be accompanied by a translation into English certified by a representative
of the relevant Party.

Article 7.06 Arbitration and Jurisdiction

(a)  All Disputes which cannot be amicably  settled,  shall be  exclusively  and
finally settled by arbitration.  In the event that an amicable settlement is not
achieved  within thirty (30) days after receipt of written  notice of Dispute by
any Party from any other  Party,  then any  disputant  may submit the Dispute to
arbitration by notice to the other Parties to the Dispute.

(b)  Except  as  otherwise  provided  in  this  Article  7.06,  the  arbitration
proceedings  shall be conducted by three (3)  arbitrators in accordance with the
Arbitration  Rules of the United Nations  Commission on International  Trade Law
(IJ7NCITRAL),  as  in  existence  on  the  effective  date  of  this  Agreement.
Notwithstanding  the foregoing  provisions  of this Article  7.06,  only one (1)
arbitrator shall be used if all disputants unanimously agree to use only one (1)
arbitrator.

(c)  Unless otherwise expressly agreed by the disputants,  the arbitrators shall
be appointed in accordance with the procedure set forth in the Arbitration Rules
specified in Article 8.06(b);  provided,  however, that the appointing authority
under the said Rules is hereby agreed to be the then  President of the Stockholm
Chamber of Commerce.

(d)  Unless otherwise expressly agreed in writing by all disputants:

     (i)  the arbitration  proceedings shall be held in Stockholm,  Sweden,  and
     shall be conducted in the English language;

     (ii) the  arbitrator(s)  shall be fluent in the English  language and shall
     remain  at  all  times  wholly  independent,   impartial,  and  financially
     disinterested;

     (iii)only the English  language text of this Agreement shall be used by the
     arbitrators;

     (iv) the costs of the  arbitration  proceedings  (including the disputants'
     legal  fees and  costs)  shall be borne  in the  manner  determined  by the
     arbitrator(s);

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     (v)  the  decision  of the  sole  arbitrator  or all or a  majority  of the
     arbitrators,  as the case may be,  shall be  reduced to  writing;  shall be
     final  and  binding  without  the  right of  application  or  appeal on any
     question of law or otherwise,  or the  necessity of being  confirmed by any
     court;  shall  be the sole  and  exclusive  remedy  regarding  any  Dispute
     presented  to the  arbitrators;  shall  be  made  and  promptly  paid in US
     Dollars,  free of any  deductions  or  offsets;  and  any  costs  and  fees
     incidental to enforcing the award shall,  to the maximum extent  permitted,
     be  charged  to the Party or Parties  (as the case may be)  resisting  such
     enforcement;

     (vi) judgement   upon  the  award  may  be  entered  in  any  court  having
     jurisdiction  over the  person  or assets of any Party (as the case may be)
     owing  the  judgement,  or  application  may be made to  such  court  for a
     judicial  acceptance of the award and an order of enforcement,  as the case
     may be;

     (vii)each Party for the  Purposes  of  allowing  such  arbitration  and the
     enforcement and execution of any arbitration  decision,  award, issuance of
     any attachment, provisional remedy or other pre-award remedy, hereby waives
     any and all claims to or defenses of immunity, including claims or defenses
     of sovereign immunity;

     (viii) the arbitrators  shall not have the power to award any consequential
     loss or damage, punitive damages or exemplary damages;

     (ix) the  award  shall  include  interest  from the date of any  breach  or
     violation of this Agreement,  as determined by the arbitral award, and from
     the date of the award until paid in full, at the interest  rate  determined
     by the arbitrator(s) or at the maximum rate permitted by law,  whichever is
     lesser;

     (x)  whenever the disputants are of more than one  citizenship,  the single
     arbitrator or the presiding arbitrator, as the case may be, shall not be of
     the same citizenship as any of the disputants;

     (xi) the  arbitration  shall proceed in the absence of any  disputant  who,
     after due  notice,  fails to answer or appear.  An award  shall not be made
     solely by reason of a disputant's  absence or failure to participate in the
     arbitration,  but the  arbitrator(s)  shall require the disputant(s) who is
     present to submit such evidence as the arbitrator(s) may reasonably require
     to make an award;

     (xii)if an arbitrator should die,  withdraw,  or otherwise become incapable
     of serving,  or refuse to serve, a successor  arbitrator  shall be selected
     and appointed in the same manner as the original arbitrator; and

     (xiii) each Party waives any and all  requirements  of any applicable  laws
     relating to notice of demand for  interest or damage for the loss of use of
     funds.

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Article 7.07. Governing Law

     This  Agreement  shall be governed by and construed in accordance  with the
substantive  laws of  England  and  Wales,  without  reference  to choice of law
principles.

Article 7.08. Confidentiality

(e)  No Party  shall,  until (5) years  after  this  Agreement  has  expired  or
terminated, without prior written consent of each of the other Parties, disclose
any Information to any Person.

(f)  For the  purposes  of the  provisions  of this  Article  7.08,  the consent
specified by Article 7.08(a) shall not be required for disclosure of Information
to:

     (i)  the  directors,  officers and employees or the  shareholder,  owner or
     Affiliate of the Party concerned;

     (ii) the Persons professionally engaged by the Party concerned; and

     (iii)the relevant  Governmental,  legislative,  administrative  or judicial
     authorities  of the Parties or their  Affiliates  concerned or any relevant
     stock  exchange  authority  to the extent the  Information  is  required or
     requested to be disclosed; and

     (iv) relevant  financing  institutions,  investors or potential  assignees,
     provided that:

          (A)  any  disclosure  of  Information  by the  relevant  Party must be
          justified by a reasonable  need-to-know on the part of any such Person
          to whom the disclosure is made;

          (B)  in the case of Article  7.08(b)(i)  the relevant  Party shall use

          (C)  Persons  referred  to in  Article  7.08(b)(ii)  and (iv) shall be
               required by such Party to first agree in writing  with such Party
               to be  bound  by  confidentiality  provisions  that  are no  less
               stringent than those  contained in this Article 8.08 and provided
               further  that such Party shall use  reasonable  efforts to secure
               compliance with such undertaking.

(g)  No Party shall be  required to obtain the prior  consent of any other Party
in respect of the disclosure to another Person of Information which:

     (i)  becomes  generally  available  to the public other than by reason of a
      breach of this Agreement;

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     (ii) is already  known by the relevant  Party at the time of its receipt or
     acquisition  pursuant to this  Agreement or is  subsequently  independently
     developed by the relevant Party; or

     (iii)subsequently  lawfully  acquired  by the  relevant  Party  without any
     obligation  to maintain the  confidential  nature of the  Information  to a
     Person who is not a Party to this Agreement.

(h)  No Party shall issue or make any public announcement or statement regarding
this  Agreement or the Project  unless prior to such  announcement  or statement
such Party furnishes to each of the other Parties a copy of such announcement or
statement  and  obtains  the prior  approval  of each other Party as provided in
Article 7.08(a).

(i)  With  respect to matters that have been  previously  disclosed by any other
Party,  each Party may make  disclosures  in securities  analysts  meetings,  in
annual reports, employee and stockholder newsletters,  magazines and the like of
summarizations of a general nature relating to the Project which are customarily
or routinely described or reported in such analysts meeting or publications.

(j)  Nothing in this  Agreement  shall be deemed to grant to any Party a license
or other rights under any existing or future intellectual  property rights owned
or  controlled  by any other Party or the right to use any patents,  copyrights,
and other intellectual property of any other Party in any operations,  including
joint venture operations in which such Party or any Affiliate has an interest.

Article 7.09. Obligations Several

     The rights, duties,  obligations and liabilities of the Parties are several
and not joint or  collective.  It is not the intention of the Parties to create,
nor shall this Agreement create, any partnership,  trust, or association,  or to
authorize any Party to act as an agent, servant, or employee for any other Party
for any purpose whatsoever except as may be expressly set out in this Agreement.
In their  relations with each other under this  Agreement,  the Parties are not,
and are not to be considered, fiduciaries.

Article 7.10. Entirety of the Agreement

     This Agreement supersedes all prior agreements,  written or oral, among the
Parties with respect to the subject matter of this Agreement.

Article 7.11. No Third Party Rights

     This  Agreement is not  intended to, and does not,  create any right of any
person  and is not  enforceable  by any  person  who  is  not a  party  to  this
Agreement.  This Article is intended to exclude,  without  limitation,  all such
rights  as may  otherwise  arise  pursuant  to the  Contracts  (Rights  of Third
Parties) Act of 1999.

                            ARTICLE VIII -TERMINATION

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Article 8.01 Date

(a)  This  Agreement  shall  terminate on June 30, 2002, if all  conditions  set
forth herein have not been satisfied,  and shall be superceded by the provisions
of the IV Documents and the Off shore Company governing documents, provided that
the provisions of Articles V, VI, 7.06 7.07 and 7.08 shall survive termination.



                          * * * SIGNATURES FOLLOW* * *



THE PARTIES,  acting through duly authorised  representatives,  have caused this
Agreement  to be  signed  in their  respective  names on the  date  first  above
written.

                                                H. Grunewald & Co. GmbH



                                                By:  /s/ H. Grunewald
                                                   ------------------
                                                   Heinrich Grunewald


                                                PUMA ENERGY, INC.



                                                By: /s/ Edward W. Blessing
                                                   ------------------------
                                                   Edward W. Blessing, President