MEMORANDUM OF UNDERSTANDING
               RE: SUPPLY AGREEMENTS AND PACKAGE VI SALES


This Memorandum of Understanding is dated and effective as of the
27th day of October, 1995, by and among PERUSAHAAN PERTAMBANGAN
MINYAK DAN GAS BUMI NEGARA ("PERTAMINA"); TOTAL Indonesie and
Indonesia Petroleum, Ltd., (collectively referred to as the "TOTAL
Group"); Virginia Indonesia Company, LASMO Sanga Sanga Limited,
OPICOIL Houston, Inc., Union Texas East Kalimantan Limited,
Universe Gas & Oil Company, Inc., and Virginia International
Company (collectively referred to as the "VICO Group"); Indonesia
Petroleum, Ltd., in respect of its interest in a certain portion of
the Attaka Unit (referred to as "INPEX Attaka"); and Unocal
Indonesia Company (referred to as "UNOCAL") (the TOTAL Group, the
VICO Group, INPEX Attaka, and UNOCAL each referred to as an "East
Kalimantan Contractor Group" and collectively called the "East
Kalimantan Contractors").

                                WITNESSETH

WHEREAS, the parties desire to confirm their mutual intention under
supply agreements entered into heretofore and hereafter ("Supply
Agreements"), to assist the East Kalimantan Gas Reserves Management
Committee ("EKGRMC") in its task of coordinating the exploitation
of East Kalimantan gas reserves so as to achieve optimum production
rates and ultimate recovery of such gas reserves and to assist each
party in planning investment in and development of the various
fields so as to assure the most favorable economic results;

WHEREAS, PERTAMINA and the East Kalimantan Contractors desire to
agree that certain sales of natural gas are to be grouped together
for the purposes of Package VI;

WHEREAS, each East Kalimantan Contractor Group is entering into
and/or will enter into supply agreements for the supply and
delivery of natural gas from such group's respective contract area
in support of the performance by PERTAMINA of its obligations under
each Package VI sales contract (hereinafter collectively called
"Package VI Supply Agreements") which provide or will provide for
the allocation as between East Kalimantan Contractor Groups of
their rights and obligations thereunder in "Producers'
Percentages";

WHEREAS, the parties have agreed to Provisional Producers'
Percentages (as hereinafter defined) provisionally applicable under
the Package VI Supply Agreements in respect of natural gas supplied
thereunder prior to determination of the Producers' Percentages
hereunder;

WHEREAS, in determining the Producers' Percentages for the Package
VI Supply Agreements, the parties are complying with PERTAMINA'S
Gas Utilization Policy; and

WHEREAS, without prejudice to PERTAMINA's future decisions with
respect to the prioritization of associated gas in the calculation
of producers' percentages for packages subsequent to Package VI,
the parties have agreed that the Producers' Percentages shall
reflect the proportions between uncommitted net gas reserves in the
East Kalimantan Contractors' respective contract areas determined
(i) based on a new estimate by the independent petroleum consultant
firm of DeGolyer and MacNaughton (hereinafter called "D&M") of the
proved recoverable reserves of natural gas in each participating
field in each such contract area as certified by D&M (hereinafter
called the "1995 D&M Certificate"), such estimate to be based on
data available on or before April 30, 1995 (hereinafter called the
"Data Cut-Off Date"), (ii) after adjustment to take  into account
updated data in respect of the various supply sources in regard to
field and Lex shrinkages, fuel and flare, CO2 and inerts, Bontang
C5+, and such other items as set forth in PART TWO Section 2(b)
below, (iii) after adjustment to take into account the fuel
reallocation as set forth in PART TWO Section 2(c) below, and (iv)
after deduction of prior commitments of natural gas.

NOW, IT IS HEREBY AGREED AS FOLLOWS:

                                 PART ONE

1.   The provisions of PART ONE shall apply to all Supply
     Agreements under which natural gas from fields in East
     Kalimantan are committed by an East Kalimantan Contractor
     Group in support of PERTAMINA's obligations under natural gas
     sales contracts.  So that in the implementation of this PART
     ONE all of the rights and abilities conveyed to one field and
     one PSC area shall also be conveyed to all fields and to all
     PSC areas on the same or otherwise compatible basis, the
     collective terms "Attaka Contract Gas" and "Attaka Field" as
     they appear in any Supply Agreement shall hereafter be
     substituted by or otherwise mean, respectively, "INPEX
     Contract GAS and UNOCAL Contract Gas" and "INPEX Contract Area
     and UNOCAL Contract Area", individually or collectively as
     such terms apply.

2.   In order to optimize the economic recovery of natural gas,
     each East Kalimantan Contractor Group may, subject to
     PERTAMINA's approval, deliver natural gas ("Substitute Gas")
     from any participating field(s) under the Supply Agreements
     (the "Supplying Field") in substitution for deliveries from
     another participating field(s) (the "Substituted Field");
     however, if Substitute Gas can be delivered more economically
     from field(s) other than the participating field(s), then
     PERTAMINA will decide accordingly. The details regarding any
     plans for deliverability substitution (including the period of
     time, quantity of gas and fields involved) shall be reviewed
     and studied by the EKGRMC in accordance with PERTAMINA's
     guidelines so as to optimize, on an economic basis, the
     recovery of natural gas reserves from the East Kalimantan gas
     supply area ("Gas Supply Area").  Any such substitution shall
     not affect the aggregate rates of production to be maintained
     in respect of such PSC as provided in the annual plan
     determined by the EKGRMC.

3.   Deliverability substitution under this Memorandum of
     Understanding shall not affect the requirement to supply the
     aggregate quantities of net natural gas that a field has
     contributed towards the "Contract Gas" committed under each
     Supply Agreement.  Substitute Gas shall for the purposes of
     the Supply Agreements be treated as if it had been produced
     from the Substituted Field.  The Substitute Gas shall be
     deemed to be stored in the Substituted Field on behalf of the
     Supplying Field (hereinafter referred to as "Stored Gas").

4.   In accordance with PERTAMINA's policy of production priority
     for associated gas, associated gas produced and delivered from
     a field may be treated as if such gas had been produced from
     a field or fields within the Gas Supply Area; in such event,
     the quantity of associated gas produced is deemed to be stored
     in the other field(s).  No substitution under this Memorandum
     of Understanding shall have the effect of limiting the
     production priority of associated gas as a substitute for non-
     associated gas.

5.   Stored Gas resulting from deliverability substitution and
     associated gas deemed stored as a result of production
     priority shall be available for future delivery in support of
     PERTAMINA's obligations.

6.   Notwithstanding the above, in order to optimize the economic
     recovery of natural gas, INPEX Attaka may, subject to
     PERTAMINA's approval, deliver natural gas ("INPEX Substitute
     Gas") from any participating field(s) under the Supply
     Agreements in the UNOCAL PSC area (the "UNOCAL Supplying
     Field") in substitution for deliveries from an INPEX
     participating field (the "INPEX Substituted Field").  The
     details regarding any plans for deliverability substitution
     with INPEX Substitute Gas shall be reviewed and studied by the
     EKGRMC in accordance with PERTAMINA's guidelines so as to
     optimize, on an economic basis, the recovery of natural gas
     reserves from the Gas Supply Area.  Any substitution with
     INPEX Substitute Gas shall not affect the sum of the aggregate
     rates of production to be maintained in respect of the INPEX
     Attaka PSC and UNOCAL PSC, as such rates are provided in the
     annual plan determined by the EKGRMC.  INPEX Substitute Gas
     shall for the purposes of the Supply Agreements be treated as
     if it had been produced from the INPEX Substituted Field.  The
     INPEX Substitute Gas shall be deemed to be stored in the INPEX
     Substituted Field on behalf of the UNOCAL Supplying Field
     (hereinafter referred to as "INPEX Stored Gas").  INPEX Stored
     Gas shall be available for future delivery in support of
     PERTAMINA's obligations.


                                 PART TWO

1.   Provisional Producers' Percentages

     The Provisional Producers' Percentages (and the provisional
     allocation of supply commitments as between the East
     Kalimantan Contractors under the Package VI Supply Agreements)
     are:

     - INPEX Attaka Producers' Percentage:   1.6% (one decimal six
percent)
     - TOTAL Group Producers' Percentage:    72.2% (seventy-two
decimal two percent)
     - UNOCAL Producers Percentage:     4.6% (four decimal six
percent)
     - VICO Group Producers' Percentage:     21.6% (twenty-one
decimal six percent)

     The use of the Provisional Producers Percentages is
     provisional pending determination hereunder of the Producers'
     Percentages, and the Producers' Percentages shall apply and be
     deemed to have applied with retroactive effect from the
     effective date of each Package VI Supply Agreement. 
     Accordingly, for the purposes of any Package VI Supply
     Agreement under which natural gas has been supplied before the
     determination of the Producers' Percentages, (i) the volumes
     of natural gas required to have been delivered shall be
     accordingly adjusted, and (ii) arrangements will be made for
     the parties which have been overpaid as a result of the
     interim use of the Provisional Producers Percentages to
     compensate (but such compensation shall not include interest)
     any parties which have been underpaid as a result thereof,
     such compensation to be made by cash settlement no later than
     thirty (30) calendar days after the execution of the
     Supplemental Memorandum referred to in Section 6 below.

2.   Determination of Producers' Percentages

     The Producers' Percentages and the allocation of supply
     commitments as between the East Kalimantan Contractors under
     each of the Package VI Supply Agreements shall be determined
     on the basis of the principles and procedures set forth in
     this Section 2.  Table 1 attached and hereby incorporated
     herewith represents the proper method of calculation of
     Initial Adjusted Net Gas Reserves of each participating field. 
     In the event of any conflict between any provision contained
     in the text of this Memorandum of Understanding and anything
     contained in Table 1, the provision contained in the text
     shall prevail.  References to specific sections or paragraphs
     shall be interpreted as referring to specific sections or
     paragraphs of this PART TWO.

     (a)  D&M Reserves

          The estimate of each fields proved initial recoverable
          wet-gas reserves expressed in billions of standard cubic
          feet ("BSCF") of wet-gas, as certified in the 1995 D&M
          Certificate (the "D&M Reserves"), shall serve as the
          basis for determination of the Producers' Percentages. 
          The field's D&M Reserves, minus its total wet-gas
          production (i.e. wellhead gas plus field condensate) as
          of December 31, 1994 ("Past Field Production"), shall be
          hereinafter referred to as its "Remaining D&M Reserves
          After Production".

     (b)  Determination of Net Gas

          The D&M Reserves for each field shall be adjusted by
          deducting the following amounts (expressed in BSCF) to
          determine the amount of net natural gas deemed available
          to each field ("Initial Net Gas Reserves").

          (1)  PAST FIELD CONDENSATE SHRINKAGE shall be the
               actual/measured amount of condensate shrinkage for
               the field during the period up to and including
               December 31, 1994, but not including any Lex
               shrinkage; the amount shall also be expressed as a
               percentage of Past Field Production.

          (2)  FUTURE FIELD CONDENSATE SHRINKAGE shall be
               calculated by determining the average annual amount
               of condensate shrinkage (excluding Lex shrinkage)
               over the shorter of (a) the period since production
               began; or (b) the last five Years, expressed as a
               percentage of wet-gas production, and applying such
               percentage to the field's Remaining D&M Reserves
               After Production; provided, however, that if data
               for at least one Year is unavailable due to
               insufficient production history of the field, or if
               based on a production plan of the remaining D&M
               Reserves the quantities of field condensate
               shrinkage would be modified, then evidence shall be
               produced to substantiate the expected condensate
               shrinkage, and calculated values, after
               substantiation, shall be deemed representative of
               the Future Field Condensate Shrinkage.  In
               particular, for the fields named in the LEMIGAS
               letter dated April 27, 1995, the calculation
               methodology described in such letter shall be
               followed.

          (3)  PAST FIELD FLARE shall be the actual/measured
               amount (or if the actual/measured amount is
               unavailable, the calculated amount) of gas flared
               by the field during the period up to and including
               December 31, 1994, but not including any Lex flare;
               the amount shall also be expressed as a percentage
               of Past Field Production.

          (4)  FUTURE FIELD FLARE shall be calculated by
               determining the lowest amount of gas flared
               (excluding Lex flare) in any one Year of the last
               five years, expressed as a percentage of wet-gas
               production, and applying that percentage to the
               field's Remaining D&M Reserves After Production;
               provided, however, that if data for at least five
               Years is unavailable due to insufficient production
               history of the field or if a Development Project is
               anticipated which would modify the quantities of
               gas flared, then evidence shall be produced to
               substantiate the expected field flare, and
               calculated values, after substantiation, shall be
               deemed representative of the Future Field Flare.

          (5)  PAST FIELD FUEL shall be the actual/measured amount
               of fuel consumed by the field during th period up
               to and including December 31, 1994, but not
               including any Lex fuel; the amount shall also be
               expressed as a percentage of Past Field Production.

          (6)  FUTURE FIELD FUEL shall be calculated by
               determining the total amount of fuel gas (excluding
               Lex fuel) required to produce the field's Remaining
               D&M Reserves After Production.  Such calculation
               shall take account of the anticipated annual fuel
               requirements based on the field facilities required
               to produce the field's Remaining D&M Reserves After
               Production and shall be consistent with the field
               abandonment pressure utilized by D&M in the 1995
               D&M Certificate.  Unless otherwise justified by
               standard petroleum engineering practices or by the
               limited amount of remaining D&M Reserves in a given
               participating field, as approved by PERTAMINA after
               consultation at the EKGRMC or its reserves sub-
               committee, such field's future fuel gas
               requirements shall be calculated on the assumption
               that such field will be maintained in production
               until the end of the Production Sharing Contract
               covering the field.  The amount shall also be
               expressed as a percentage of Remaining D&M Reserves
               After Production.  The calculated values after
               substantiation shall be deemed representative of
               Future Field Fuel.

          Wet-gas field shrinkage, flare and fuel is referred to as
          "Gas to Lex".  The numbers resulting after subtraction
          respectively of (1), (3) and (5) above from the field's
          Past Field Production, and of (2), (4) and (6) above from
          the field's Remaining D&M Reserves After Production,
          shall hereinafter be referred to respectively as the
          field's "Past Gas to Lex" and the field's "Future Gas to
          Lex".

          (7)  PAST LEX SHRINKAGE shall be the actual/measured
               amount (or if the actual/measured amount is
               unavailable, the calculated amount) of shrinkage at
               the Lex plant during the period up to and including
               December 31, 1994; the amount shall also be
               expressed as a percentage of Past Gas to Lex.

          (8)  FUTURE LEX SHRINKAGE shall be calculated by
               determining the average annual amount of Lex
               shrinkage over the shorter of (a) the period since
               production began; or (b) the last five Years,
               expressed as a percentage of Gas to Lex, and
               applying such percentage to the field's Future Gas
               to Lex; provided, however, that if a Development
               Project is anticipated which would modify the
               quantities of Lex shrinkage, then evidence shall be
               produced to substantiate the expected Lex
               shrinkage, and calculated values, after
               substantiation, shall be deemed representative of
               the Future Lex Shrinkage.

          (9)  PAST LEX FUEL shall be the actual/measured amount
               of Lex fuel gas during the period up to and
               including December 31, 1994; the amount shall also
               be expressed as a percentage of Past Gas to Lex.

          (10) FUTURE LEX FUEL shall be calculated by determining
               the average annual amount of Lex fuel gas over the
               shorter of (a) the period since production began;
               or (b) the last five Years, expressed as a
               percentage of Gas to Lex, and applying that
               percentage to the field's Future Gas to Lex;
               provided, however, that if a Development Project is
               anticipated which would modify the quantities of
               Lex fuel gas, then evidence shall be produced to
               substantiate the expected Lex fuel gas, and
               calculated values, after substantiation, shall be
               deemed representative of the Future Lex Fuel.

          (11) PAST LEX FLARE shall be the actual/measured amount
               (or if the actual/measured amount is unavailable,
               the calculated amount) of Lex flared gas during the
               period up to and including December 31, 1994; the
               amount shall also be expressed as a percentage of
               Past Gas to Lex.

          (12) FUTURE LEX FLARE shall be calculated by determining
               the lowest amount of Lex flared gas in any one Year
               of the last five Years, expressed as a percentage
               of Gas to Lex, and applying that percentage to the
               field's Future Gas to Lex; provided, however, that
               if a Development Project is anticipated which would
               modify the quantities of Lex flared gas, then
               evidence shall be produced to substantiate the
               expected Lex flared gas, and calculated values,
               after substantiation, shall be deemed
               representative of the Future Lex Flare.

          Gas to Lex less Lex shrinkage, fuel and flare is referred
          to as "Inlet Gas".  The numbers resulting after
          subtraction respectively of (7), (9) and (11) above from
          the field's Past Gas to Lex, and of (8), (10) and (12)
          above from the field's Future Gas to Lex, shall
          hereinafter be referred to respectively as the field's
          "Past Inlet Gas" and the field's "Future Inlet Gas".

          (13) PAST CO2 AND INERTS shall be the actual/measured
               amount of CO2 and inerts contained in the Inlet Gas
               (determined by Inlet Gas analysis) during the
               period up to and including December 31, 1994; the
               amount shall also be expressed as a percentage of
               Past Inlet Gas.

          (14) FUTURE CO2 AND INERTS shall be calculated by
               determining the average annual amount of CO2 and
               inerts over the shorter of (a) the period since
               production began; or (b) the last five Years,
               expressed as a percentage of Inlet Gas, and
               applying such percentage to the field's Future
               Inlet Gas; provided, however, that if data for at
               least one Year is unavailable due to insufficient
               production history of the field or if based on a
               production plan of the remaining D&M Reserves the
               quantities of CO2 and inerts would be modified
               considering the initial CO2 and inerts estimated to
               be contained in such field, then evidence shall be
               produced to substantiate the expected CO2 and
               inerts, and calculated values, after
               substantiation, shall be deemed representative of
               the Future CO2 and Inerts.

          (15) PAST BONTANG C5+ shall be the actual/measured
               amount of Bontang C5+ contained in the Inlet Gas
               (determined by Inlet Gas analysis) during the
               period up to and including December 31, 1994; the
               amount shall also be expressed as a percentage of
               Past Inlet Gas.

          (16) FUTURE BONTANG C5+ shall be calculated by
               determining the average annual amount of Bontang
               C5+ contained in the Inlet Gas (determined by Inlet
               Gas analysis) over the shorter of (a) the period
               since production began; or (b) the last five Years,
               expressed as a percentage of Inlet Gas, and
               applying such percentage to the field's Future
               Inlet Gas; provided, however, that if data for at
               least one Year is unavailable due to insufficient
               production history of the field or if a Development
               Project is anticipated which would modify the
               quantities of C5+, then evidence shall be produced
               to substantiate the expected C5+, and calculated
               values, after substantiation, shall be deemed
               representative of the Future Bontang C5+.

          For the purposes of (1) to (16) above:

          (i)  A "Year" is a calendar year during all or
               substantially all of which the field was in
               production; references to the last five Years are
               to the five Years ending December 31, 1994.

          (ii) A "Development Project" shall be based on the 1995
               D&M Certificate and shall include the following
               projects:

               (1)  Tambora/Tunu Fields Development Project;
               (2)  Peciko Field Development Project;
               (3)  Sisi Field Development Project;
               (4)  Pamaguan Field Development Project;
               (5)  Mutiara Field Additional Compression Project;
               (6)  Santan Field Development Project;
               (7)  Melahin/Kerindingan Fields Development
                    Projects;
               (8)  Serang Field Development Project;
               (9)  Nubi Field Development Project;
               (10) Lampake Field Development Project; and
               (11) Any other project for which a project proposal
                    has been approved by PERTAMINA no later than
                    October 31, 1995.

          (iii)     For any particular field, where future
                    deductions are to be based on a period of time
                    shorter than five Years or are to be based in
                    substantiated expected values, such deductions
                    shall be made on a consistent basis using,
                    where appropriate, comparable periods of time,
                    and shall exclude any unreliable data (i.e.
                    data which is outside the range of normal
                    technical practice or which cannot be
                    demonstrated to be reproduced regularly in the
                    future).  In particular, Future Field Flare
                    and Future Lex Flare will be calculated on the
                    basis of the same Year.

          (iv) In the calculation of Future Lex Shrinkage, Fuel
               and Flare, PERTAMINA's decision (ref:
               4081/LOD30/93-S1) dated September 9, 1993 set out
               in Section A shall apply with the exception of the
               last sentence referring to "actual data" and in
               lieu thereof, the most up-to-date relevant data
               shall be utilized.  The calculation shall recognize
               that Lex comprises: the Santan Terminal Lex Plant
               ("STLP"), the Santan Compressor Station ("SCS") and
               the Santan Terminal Oil Processing Facilities
               ("STOPF").  Further, gas may only bypass the STLP
               if the maximum processing capacity of the STLP is
               utilized ("Bypass Gas"); STLP shrinkage shall only
               apply to gas that is processed in the STLP;
               shrinkage in respect of Bypass Gas shall be
               accounted for in the SCS and the STOPF (if
               applicable) only; and all future fuel and flare
               amounts (excluding future field fuel and flare
               already accounted for) which are expected to be
               utilized to produce the Future Gas to Lex,
               including the gas to be processed through the Lex
               and Bypass Gas, are to be accounted for in the
               Future Lex Fuel and the Future Lex Flare.

          Wet-gas less (when applicable): field shrinkage, flare
          and fuel; Lex shrinkage, flare and fuel; CO2 and inerts;
          and Bontang C5+ is referred to as "Net Gas".  The number
          resulting after subtraction of (1) to (16) from the
          field's D&M Reserves  shall be the field's Initial Net
          Gas Reserves".

     (c)  Santan/Bontang Fuel

          (1)  The field's Initial Net Gas Reserves shall be
               adjusted for past and future Santan fuel gas.  Past
               and future Santan fuel gas attributable to the
               operations in respect of the hydrocarbons received
               from Badak Central and handled at the Santan
               Terminal shall be allocated to the VICO Group
               fields and Total Group fields in the same amounts
               as determined in Package IV for Santan fuel gas
               reallocation.

          (2)  In recognition that the EKGRMC has determined that
               it is not appropriate from a technical standpoint
               to adjust the field's reserves for past and future
               gas consumed at the Bontang Plant, for the removal
               of the CO2 component and for the removal, handling
               and transportation to Badak Central of the C5+
               components, no such adjustment shall be made to the
               field's Initial Net Gas Reserves in determining the
               Producers' Percentages hereunder.

          For each field, the number resulting after adjustment for
          Santan fuel gas reallocation under Section 2(c)(1) shall
          be the field's "Initial Adjusted Net Gas Reserves".

     (d)  Determination of Net Gas Requirement for Prior Sales
          Commitments

          The Net Gas requirement (expressed in BSCF) for the sales
          commitment of each "Package" (groupings of gas sales
          supply commitments, i.e., Packages I, II, III, KCO, IV
          and V) shall be comprised of the following:

          (1)  the LNG and LPG component;
          (2)  the KFP component; and
          (3)  the KMI component.

          The amount of the LNG and LPG component for each Package
          shall be determined on the basis of the calculated Net
          Gas Bontang Plant efficiency (for LNG and LPG sales),
          considering the average hydrocarbon heating value ("HHV")
          of the Net Gas at the Bontang Plant.  The commitments for
          each Package will be further adjusted based on an
          estimated HHV of the corresponding Net Gas of each
          Package.  The applicable Bontang Plant efficiency shall
          be (i) for each year up to and including December 31,
          1994, the actual observed efficiency based on gas
          delivered from the fields and BTU's of LNG and LPG
          produced by the Bontang Plant for that year, and (ii)
          from January 1, 1995 onwards, the average of the Bontang
          Plant efficiencies for the five years to December 31,
          1994 as determined under (i).

          The amount of the KFP component shall be determined by
          adding (i) the gas received and paid for at KFP adjusted
          for past fuel and flare at the SKG Compressor Station up
          to December 31, 1994, and (ii) the remaining contractual
          amounts from January 1, 1995 to the end of each contract
          adjusted for future fuel and flare at the SKG Compressor
          Station.  The future fuel and flare at the SKG Compressor
          Station will be determined using the average of the last
          five years of the past fuel and flare.

          The amount of the KMI component shall be determined on
          the basis of the contractual amounts of gas to be
          supplied to KMI.

     (e)  Deduction of Prior Commitments

          Each field's Initial Adjusted Net Gas Reserves shall
          serve as the basis for determining the amount of natural
          gas remaining unallocated and thus available to be
          allocated to meet the supply commitments of the east
          Kalimantan Contractors under the Package VI Supply
          Agreements.

          The following supply contributions shall be calculated
          for each field:

          (1)  NET GAS ALLOCABLE TO PACKAGE I
          (2)  NET GAS ALLOCABLE TO PACKAGE II
          (3)  NET GAS ALLOCABLE TO PACKAGE III
          (4)  NET GAS ALLOCABLE TO KCO
          (5)  NET GAS ALLOCABLE TO PACKAGE IV
          (6)  NET GAS ALLOCABLE TO PACKAGE V

          using the percentages as set forth in Table 2 attached
          and hereby incorporated herewith.  Such contributions
          shall be hereinafter referred to as the "Prior Net Gas
          Commitment" for each East Kalimantan Contractor Group's
          fields.

          For each East Kalimantan Contractor Group's fields, the
          figures resulting after deducting its Prior Net Gas
          Commitment from its Initial Adjusted Net Gas Reserves
          shall be deemed its "Uncommitted Net Gas Reserves".

     (f)  Package VI Sales

          It is agreed that the following are to be grouped
          together (hereinafter called "Package VI Sales"):

          1.   All quantities of LNG sold pursuant to the
               Memorandum of Agreement dated October 6, 1994 Re:
               1981 LNG Sales Contract Extension in respect of the
               period April 1, 2003 to March 31, 2008;
          2.   All quantities of LNG sold pursuant to the
               Memorandum of Mutual Intent with Korea Gas
               Corporation dated July 22, 1994 for Purchase and
               Sale of LNG, in respect of the period 2000 to 2017;
          3.   All quantities of LNG sold pursuant to the
               Memorandum of Understanding with CPC dated December
               6, 1994 for Purchase and Sale of LNG, in respect of
               the period 2000 to 2017;
          4.   Any natural gas quantities sold under new domestic
               sales contracts entered into before January 1,
               2000, provided that the first delivery of Natural
               Gas pursuant to such contract is scheduled to
               commence, at the time such contract is entered
               into, before January 1, 2000 (but not including:
               a.   any Bontang LPG sales; and
               b.   any quantities sold under sales contracts not
                    supported by the reserves from each PSC area
                    as certified by the 1995 D&M Certificate).

          Notwithstanding the above, in no event shall Package VI
          Sales include any quantities allocated to prior gas
          commitments (i.e. Packages I, II, III, KCO, IV and V). 
          For the avoidance of doubt:  Package IV prior gas supply
          commitments shall be those quantities defined as Package
          IV Sales under section 2(f) of the Memorandum of
          Understanding Re: Supply Agreements and Package IV Sales
          dated August 12, 1991 ("Package IV MOU"); and Package V
          prior gas supply commitments shall be those quantities
          defined as Package V Sales under section 2(f) of the
          Memorandum of Understanding Re: Supply Agreements and
          Package V Sales dated October 5, 1994 ("Package V MOU")
          which quantities shall represent the best estimate, as of
          October 31, 1995, of Package IV Sales and Package V
          Sales.

          It is agreed that the Producers' Percentages as
          determined herein shall apply to Package VI Sales.

     (g)  Determination of Producers' Percentages

          Each East Kalimantan Contractor Group s Producers 
          Percentage shall be equal to the ratio that the volume of
          the Uncommitted Net Gas Reserves of such group's fields
          bears to the aggregate volume of the Uncommitted Net Gas
          Reserves from all fields.  The aggregate Net Gas
          requirement for Package VI Sales shall be supplied by
          each East Kalimantan Contractor Group in proportion to
          such group's Producers' Percentage.

3.   Participating Fields

     For the purposes of PART TWO of this Memorandum of
     Understanding, a participating field shall mean a field within
     the Gas Supply Area which is included in the 1995 D&M
     Certificate and either:

     (a)  is a participating field pursuant to the Package V MOU as
          supplemented on May 31, 1995; or

     (b)  has received an approval in principle from PERTAMINA for
          a Plan Of Development no later than October 31, 1995.

4.   Lemigas Mass Balance Study

     Unless otherwise agreed between the East Kalimantan
     Contractors, the data to be utilized for the purposes of
     Section 2 above shall be based on the data included in a new
     Lemigas study of Mass Balance for East Kalimantan
     participating fields (hereinafter called the "Lemigas Mass
     Balance Study Package VI").  Therefore, each of TOTAL
     Indonesie, Virginia Indonesia Company, and UNOCAL (in its
     capacity as operator of its respective group) shall use its
     best efforts to assist Lemigas to prepare the Lemigas Mass
     Balance Study Package VI based on accurate production data up
     to December 31, 1994.  In this regard, TOTAL Indonesie,
     Virginia Indonesia Company, and UNOCAL shall promptly furnish
     Lemigas with all information needed by Lemigas to prepare the
     Lemigas Mass Balance Study Package VI.  Each operator shall
     use its best efforts to ensure that the lemigas Mass Balance
     Study Package VI includes accurate data up to December 31,
     1994 on its production sharing contract area and to ensure
     that the Lemigas Mass Balance Study Package VI is available
     for use by the parties as soon as possible.

5.   EKGRMC

     To ensure a timely and accurate determination of Producers'
     Percentages, the parties hereto instruct the EKGRMC to monitor
     and, when considered prudent, to verify the accuracy of any
     and all data supporting the calculation of Producers
     Percentages.

6.   Supplemental Memorandum

     The determination of Producers' Percentages shall be completed
     as soon as practicable and the parties hereto shall thereupon
     execute a memorandum supplemental ("Supplemental Memorandum")
     to this Memorandum of Understanding confirming the
     participating fields and the Producers' Percentages.  Such
     Supplemental Memorandum shall be executed no later that twelve
     (12) months after the Data Cut-Off Date.

IN WITNESS WHEREOF, the parties have caused this Memorandum of
Understanding to be executed by their duly authorized
representatives as of the date first above written.


PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA
(PERTAMINA)

By           /S/               <PAGE>
VIRGINIA INDONESIA COMPANY



By           /S/               <PAGE>
TOTAL INDONESIE

By           /S/               <PAGE>
UNOCAL INDONESIA COMPANY

By           /S/               <PAGE>
OPICOIL HOUSTON INC.

By           /S/               <PAGE>
INDONESIA PETROLEUM, LTD.

By           /S/               <PAGE>
VIRGINIA INTERNATIONAL COMPANY

By           /S/               <PAGE>
LASMO SANGA SANGA LIMITED


By           /S/               <PAGE>
UNION TEXAS EAST KALIMANTAN
LIMITED

By           /S/               <PAGE>
UNIVERSE GAS & OIL COMPANY,
INC.

By           /S/               
<PAGE>
<PAGE>
<TABLE>TABLE 1
         UNCOMMITTED NET GAS RESERV                                     ES
_______________ FIELD (BSC                                     F)



<CAPTION>                                              Status as at 31/12/94              Future
                                                  
                                                  Percent   Amount                   Percent   Amount 
                                                    (%)     BSCF                       (%)      BSCF

<S>                                                 <C>     <C>                        <C>      <C>
1.    D&M Initial Reserves* (BSCF)                
2.    Past Field Production (BSCF)
3.    Remaining Reserves (BSCF)                   
4.    Field Shrinkage (% of 2 or 3, BSCF)                   
5.    Field Flare (% of 2 or 3, BSCF)                  
6.    Field Fuel (% of 2 or 3, BSCF)                   
7.    Gas to LEX (BSCF)                 
8.    LEX Shrinkage (% of 7, BSCF)                
9.    LEX Fuel (% of 7, BSCF)                
10.   LEX to Flare (% of 7, BSCF)                 
11.   Inlet Gas Available (BSCF)                  
11.a  CO2 + Inerts (% of 11, BSCF)                
11.b  Bontang Condensate C5+ (% of 11, BSCF)                
12.   Net Gas Produced (BSCF)                
13.   Net Gas Remaining (BSCF)                    
14.   Initial Net Gas Reserves (BSCF)                        ______                            
15.   Santan Fuel Gas Reallocation (BSCF)              ______                                       _____
16.   Initial Adjusted Net Gas Reserves (BSCF)               ______      
17.   Prior Net Gas Commitments (BSCF)                       ______   
18.   Uncommitted Net Gas Reserves (BSCF)                    ______


* Reserves from 1995 D&M Certificate.
/TABLE
<PAGE>
<TABLE>
TABLE 2
                            FIELD'S CONTRIBUTION PERCENTAGES
                    
<CAPTION>
FIELD               PACKAGE I           PACKAGE II     PACKAGE III         KCO       PACKAGE IV          PACKAGE V
<S>                 <C>                <C>            <C>            <C>           <C>                  <C>        
Badak               100.0000%          30.2840%         2.3594%        3.0500%       6.7978%             7.2911%
Nilam                      -           45.1713%        20.1902%       29.9933%      13.2347%             9.2893%
Mutiara                    -                  -         5.6098%       12.0394%       3.8824%             2.8781%
Semberah                   -                  -         5.2399%       10.5511%       5.6929%             3.3058%
Pamaguan                   -                  -               -              -       0.1990%             0.0990%
Lampake                    -                  -               -              -            -              0.6105%
HDL/BKP                    -           20.1619%        22.9595%       13.5315%       0.4194%             0.9260%
Tambora                    -                  -         9.9829%        8.2966%       8.9426%             4.1118%
Tunu                       -                  -         8.8424%        7.5381%      27.7561%            34.8886%
Sisi                       -                  -               -              -       6.7013%             2.9807%
Nubi                       -                  -               -              -            -              2.4223%
Peciko                     -                  -               -              -      14.2948%            25.0499%
Attaka                     -                      4.3828%    24.8159% 15.0000%       9.0326%             3.1320%
Melahin                    -                  -               -              -       0.4455%             0.0426%
Kerindingan                -                  -               -              -       0.2033%             0.1004%
Serang                     -                  -               -              -       1.4621%             2.3612%
Santan                     -                  -               -              -       0.9355%             0.5107%
SUM                 100.0000%         100.0000%       100.0000%      100.0000%     100.0000%           100.0000%
</TABLE>

<TABLE>
<CAPTION>
PSC GROUP            PACKAGE I          PACKAGE II     PACKAGE III         KCO       PACKAGE IV          PACKAGE V
<S>                 <C>                <C>             <C>            <C>           <C>                 <C>
VICO                 97.9000%          66.4310%        29.6004%       50.0000%      27.2064%            21.5956%
TOTAL                 2.1000%          29.1862%        45.5837%       35.0000%      60.7146%            72.2575%
UNOCAL                0.0000%           2.1914%        12.4048%        7.5000%       7.5627%             4.5809%
INPEX ATTAKA          0.0000%           2.1914%        12.4080%        7.5000%       4.5163%             1.5660%
SUM                 100.0000%         100.0000%       100.0000%      100.0000%     100.0000%           100.0000%

</TABLE>