February 6, 1999


Eduardo  Sagarnaga
President
Centenary  International  Corp.
1200  Westheimer  -  Suite  215
Houston,  TX  77077

Hector  Patron  Costas
Director
Centenary  S.A.
Beunos  Aires,  Argentina

Dear  Hector  &  Eduardo,

     This  letter  confirms  the terms of our agreement under which John Tonelli
(Tonelli)  will be engaged by Centenary International Corporation, including its
successors,  subsidiaries  or  its  affiliates  (Centenary).

     Tonelli's  principle  responsibility  will  be  to  represent  Centenary's
interests  in  the  United States, to establish, develop and execute a ling term
financing  strategy  for  Centenary and to address Centenary's immediate capital
funding  needs.  Tonelli  shall  also  use  best  efforts to promote Centenary's
corporate  goals  and  increase  its  global  market  share.

     Tonelli  shall  direct  Centenary's  day-to-day operations and maintain the
company  in  good  standing.  Tonelli  shall  report  directly  to  the board of
directors  and  provide periodic accounts of Centenary's activities to its board
of  directors.  The  offices of Centenary shall be located at 692 Madison Avenue
and  shall  be  shared  with International Venture Partners, LLC.  Tonelli shall
establish  and  maintain  a bank account for Centenary.  Centenary S.A. shall be
responsible  for  funding  such  account  as  stipulated  below.

     The  term  of  this agreement shall be six (6) months from the date hereof,
unless extended by manual agreement of the parties hereto.  This agreement shall
be  governed  by  the  laws  of  the  State  of  New  York.

Centenary  shall  pay  Tonelli  a  compensation  $15,000 for the first month and
$10,000  for  each  month  thereafter,  by  wire  transfer  to  the  account  of
International Venture Partners, LLC on the first business day of the month.  The
first  payment  of  $15,000  shall  be  made  upon  execution of this agreement.
Centenary  S.A.  shall deposit sufficient funds into Centenary's bank account to
pay  Tonelli's  compensation and all expenses related to Centenary's operations,
other  than  expenses  for  the use of office space, local telephone charges and
utilities,  provided  that  such  expenses  are  agreed  to  in  advance by you.

<PAGE>
     In addition to the compensation mentioned above Centenary shall pay Tonelli
a  performance  fee equivalent to ten percent (10%) of the amount of any capital
raised  by  Centenary  from  the  date hereof until April 30, 1999.  Thereafter,
Centenary  shall  pay  Tonelli  a performance fee of 9% on any capital raised by
Centenary  from  June  1,  1999  until  June  30, 1999, 5% of any capital raised
Centenary from July 1, 1999 to July 31, 1999, net of reasonable transaction fees
and  expenses.  Such  performance fee shall be paid to Tonelli at closing in the
form  of  equity  securities  in Centenary.  The value of such equity securities
paid  to  Tonelli  hereunder  shall be calculated at 50% of the average price of
Centenary's  shares  as quoted in The Wall Street Journal over the previous five
(5)  business  days.  Tonelli  may  elect  to  receive  up to fifty (50%) of his
performance  fee  in  cash.

     If  within  twenty-four (24) months following the termination or expiration
of  this agreement a financing transaction is closed Centenary shall pay Tonelli
a  performance  fee equivalent to five percent (5%) of the amount of any capital
raised  by Centenary.  Tonelli will not be entitled to receive a performance fee
from  the  funding  Centenary  expects  to  receive  from  Richard  Johnson.

Centenary  and  Centenary  S.A.  agree  to  indemnify  and hold Tonelli harmless
against  any and all claims that may arise in connection with the performance of
his  duties  hereunder,  provided, however, that neither Centenary nor Centenary
S.A.  shall be responsible for Tonelli's gross negligence or willful misconduct.

     If  the  above  correctly  sets  forth  our understanding please sign where
indicated  below.

Sincerely  yours,



John  Tonelli                    AGREED  AND  ACCEPTED

                                 Centenary  S.A.



                                 /s/  Hector  Patron  Costas
                                 ---------------------------
                                      Hector  Patron  Costas



                                 Centenary  International  Corp.



                                 /s/  Eduardo  Sagarnaga
                                 -----------------------
                                      Eduardo  Sagarnaga