EXHIBIT 4.13

                [Letterhead of Canneft International Inc. [LOGO]]

THIS JOINT VENTURE AGREEMENT is entered into and made effective this 1st day of
June 2002

BETWEEN:            Canneft International Inc., a company incorporated and
                    existing under the Laws of the State of Texas, USA
                    (hereinafter called "CNI" which expression shall include the
                    permitted successors in title transferees and assigns of
                    CNI)

AND:                Tracer Petroleum Corporation, a federally incorporated
                    company in Canada (hereinafter called "TPC" which expression
                    shall include the permitted successors in title transferees
                    and assigns of TPC)

WHEREAS:

(A)   CNI has exclusive negotiation rights and has a protocol, signed March 26,
      2001, with Turkmengeologia to complete a Joint Operating Agreement and
      form a Joint Operating Company for the purposes of securing a Production
      Sharing Agreement ("PSA") for the Adzhiyap project in southwest
      Turkmenistan (the "Project").

(B)   The parties herein agree to hereby form a mutually beneficial Joint
      Venture for the development of the Project. This Joint Venture refers
      solely to the combined working interests of CNI and TPC in the Project, as
      well as whatever additional non-Turkmenistan parties join the Project.

(C)   For a six (6) month exclusive right to participate in this Joint Venture,
      TPC agrees to advance to the Joint Venture US $30,000.00 per month for 5
      months (US$150,000.00), beginning 1 June 2002 to cover the remaining
      estimated costs to secure the PSA. This six (6) month exclusive right will
      continue from 1 June 2002 through and including 30 November 2002. Upon
      acquisition of a PSA TPC will exercise its option to continue this
      agreement; however, said agreement can be terminated or extended at the
      end of said six (6) month exclusive period if TPC and CNI have not
      acquired a Production Sharing Agreement with the Turkmenistan government
      with a 30 day written notice of intention by either party.

(D)   TPC and CNI will use their best efforts to secure a competent technical
      partner to join the Project as Operator. This Operator may or may not wish
      to invest in the Project as a part of the Joint Venture with CNI and TPC.
      If this Operator does not invest in the Project, then it will act solely
      as a contracted Operator. The involvement of a technically competent
      Operator is crucial to securing a PSA for the Project, and the choice of
      Operator will be subject to approval of the Competent Body of
      Turkmenistan.

(E)   If the Operator chooses not to invest in the Project as a working interest
      holder in the Joint Venture, then TPC will have the option to earn a 60%
      interest in the Joint Venture by investing 100% of the capital required to
      develop the Project. The amount of capital required is subject to
      completion of a Joint Operating Agreement, which will require approval of
      CNI and TPC. It is currently estimated that up to US $25 million of
      outside capital (i.e., net cash flow) will be required for the Project.
      For providing 100% of the capital, TPC will receive 90% of the
      distributable cash flow from the Joint Venture until achievement of
      invested fund payout, and 60% thereafter.

(F)   TPC will provide the necessary financial documents required by the
      Turkmenistan government showing its ability to fund said US $25 million.


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Joint Venture Agreement
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(G)   If the Operator chooses to invest in the Project as a partner in the Joint
      Venture, TPC will have the option to earn a minimum 20% in the Joint
      Venture by providing its pro-rata share of the required capital for the
      Project (i.e., 20/60 equals 1/3 of the required capital), and will earn
      its pro-rata share of distributable cash flow as in (E) above. TPC will
      also have the option of earning whatever remaining interest in the Joint
      Venture between 20% and 60% that is not taken up by the Operator.

(H)   CNI and TPC agree to use their best efforts to secure a PSA for the
      Project as soon as is practicable.

(I)   CNI and TPC will work on a timely-basis to complete the necessary formal
      Joint Operating Agreement and other agreements that will guide the Joint
      Venture between CNI and TPC.

(J)   TPCs involvement in the Project may be subject to approval of the
      Competent Body in Turkmenistan.

(K)   This agreement is subject to the consent of the Board of Directors of
      both, CNI and TPC, and shall be governed and construed solely according to
      the Laws of the Province of Alberta, Canada.

      IN WITNESS WHEREOF Canneft International Inc., has caused its Corporate
      Seal to be hereunto affixed and agrees to the terms of this Joint Venture
      Agreement as indicated by the duly authorized signature below executed on
      the day and year first above written.

THE CORPORATE SEAL of
Canneft International Inc., was hereunto


Affixed by Henk Jelsma                         Per:
                                                    ----------------------------
                                                         President and CEO


and by Richard Trosclair                       Per:
                                                    ----------------------------
                                                         Director

AND Tracer Petroleum Corporation does hereby agree to the terms of this Joint
Venture Agreement as indicated by the duly authorized signatures below executed
on the day and year first above written.


Per:
    --------------------------------------------
    David Robinson, President, CEO & Director


Per:
    --------------------------------------------
    Larry Youell, Chairman & Director


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