Exhibit 10.34


                               Amendment No. 2 to

                 International Daywork Drilling Contract - Land


THIS  AMENDMENT  No. 2 dated as of the 17 day of March,  1999,  is made  between
Challenger  Oil Services,  PLC, a company  organized  under the laws of England,
Company  Registration  No. 3449260,  with its principal office located at 72 New
Bond Street,  London W1Y9DD,  England  (hereinafter  called  "Contractor"),  and
Karakuduk-Munai, Inc., a corporation organized under the laws of the Republic of
Kazakstan,  with an office  located at  Microdistrict,  Region 3,  Building  82,
Aktau, Kazakstan,  (hereinafter called "Operator").  The Contractor and Operator
are hereinafter collectively referred to as the Parties.

WHEREAS,  the Parties entered into that certain  International  Daywork Drilling
Contract - Land dated April 7, 1998 (hereafter  called the "Drilling  Contract")
providing  for the  furnishing  by  Contractor  for drilling  operations  in the
Republic of Kazakstan of a Cabot 900 drilling rig named Challenger No. 23; and

WHEREAS,  the Parties subsequently entered into Amendment No. 1 to International
Daywork  Drilling  Contract - Land dated  October  21,  1998  (hereafter  called
"Amendment  No.  1")  amending  certain  provisions  of the  Drilling  Contract,
including,  inter  alia,  substituting  a  Kremco  900  rig,  also to be  called
Challenger  No. 23 for the Cabot 900 rig as the  Drilling  Unit in the  Drilling
Contract.

WHEREAS,  the Parties wish to further amend the Drilling  Contract as amended by
Amendment No. 1 to reflect certain changes agreed to by them;

NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  covenants  and
agreements set forth below, Operator and Contractor agree as follows:

1.   Capitalized  terms  used  herein  shall  have  the same  meaning  as in the
     Drilling  Contract unless  otherwise  specified.  In the event there is any
     conflict  between the  provisions of this  Amendment No. 2 and the Drilling
     Contract  and/or  Amendment  No.1,  the  provisions of this Amendment No. 2
     shall govern.

2.   Appendix  A to  the  Drilling  Contract  is  deleted  and  replaced  by the
     following, effective as of January 1, 1999:

                                   APPENDIX A
                                   ----------
Para Nos.:

101 (f)  Operating Area:            Karakuduk Field, Kazakstan

101 (g) Operating Base:             Karakuduk Field, Kazakstan

102  Currency:                      United States Dollars



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107  Governing Law:                     The  substantive law of the State of New
                                        York,  to the exclusion of any conflicts
                                        of  law  rules  which  would  refer  the
                                        matter   to   the   laws   of    another
                                        jurisdiction

202  Duration:                          Two (2)  years  beginning  February  14,
                                        1999;   one  (1)  year  for  the  second
                                        Drilling Unit from its spud date.

203 (b)   Termination:                  February  13,  2001  or  after  well  in
                                        progress  on that date is  completed  or
                                        plugged and abandoned.

203 (b)  Demobilization                 Operator's  last  well  location  in the
                                        Operating Location & 705 (c): Area.

204      Option Term:                   One year, by the mutual agreement of the
                                        Parties.

         Option Notice:                 Ninety (90) days before  Termination  of
                                        original term
         Deadline for Mutual
         Agreement:                     Ninety (90) days before  termination  of
                                        original term

503      Maximum Well Depth:            11,500 feet with 41/2 inch drill pipe.

601      Handling Charge:               Ten (10%) Percent

702      Mobilization Fee:              At Operator's cost

704      Demobilization Fee:            US$250,000

705      Operating Rate:                US$12,500  per day  (includes  political
                                        risk  insurance)  for one Drilling Unit;
                                        US$11,500  per day  (includes  political
                                        risk  insurance) for the second Drilling
                                        Unit.  (Note:  all rates  below  include
                                        political risk insurance)

706      Standby Rate                   US$11,250 per day for one Drilling Unit;
         With Crews                     US$10,350   per  day   for  the   second
                                        Drilling Unit.

707      Repair Rate:                   US$11,250 per day for one Drilling Unit;
                                        US$10,350   per  day   for  the   second
                                        Drilling Unit.

         Repair Time                    At  Repair  Rate for  first  twenty-four
                                        (24) hours per month,  then at zero cost
                                        to Operator.

708      Force Majeure Rate:            At  Standby  Rate With  Crews for ninety
                                        (90) days, and US$0 thereafter.

709      Moving Rate                    US$20,000  lump sum for each move of the
                                        Drilling  Unit  from  well  site to well
                                        site   within   the   Karakuduk   Field;
                                        Contractor  provides  and  pays  for all
                                        transportation and equipment,  including
                                        trucks,   required  for  all  rig  moves
                                        within the Karakuduk  Field.  (Note: see
                                        Paragraph 4 below for clarification)

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710      Standby Rate without Crews:    US$8,500

802      Interest Rate on Late
         Payments:                      One month LIBOR plus 2% per annum

803      Address for Payment            Chase  Bank of  Texas,  N.A.  as  Fiscal
                                        Agent  712  Main  Street,   3  CBB  East
                                        Houston, Texas 77002-8087

                                        Acct. No.
                                                  ----------------------------

3.   All  drill  stem  testing  operations  will  be  conducted  at the  rate of
     US$12,500 per day pro-rated for the time  actually  spent  conducting  such
     drill stem  test;  for the  second  Drilling  Unit,  such  amount  shall be
     US$11,500 per day pro-rated for the time  actually  spent  conducting  such
     drill stem test

4.   Article 709 and  Amendment  No.1 of the  Drilling  Contract  are amended to
     change  the  Moving  Rate to a  "US$20,000  lump sum for  each  move of the
     Drilling  Unit from well site to well site within the  Karakuduk  Field and
     Contractor   provides  and  pays  for  all  transportation  and  equipment,
     including  trucks,  required for all rig moves within the Karakuduk  Field;
     provided,  however, the Moving Rate for the first move of the Drilling Unit
     shall be at the  Standby  Rate With  Crews for the time  actually  spent in
     conducting  such move and KKM shall provide and pay for all  transportation
     and  equipment,  including  trucks,  required  for such  first  move of the
     Drilling Unit.  All rig moves,  including the first rig move shall commence
     during  daylight hours and only with the prior written  approval of the KKM
     Field Manager or his designee.

5.   Article  801 of the  Drilling  Contract  is amended  to  provide  that "All
     invoices  shall be  prepared  from and  based  solely  upon the IADC  Daily
     Drilling Report Form ("Daily Drilling  Report") for each day covered by the
     invoice  period.  Prior to submission to Operator and provided that the KKM
     Field  Manager  or his  designee  is on the well  location  or in the local
     company office,  all such invoices as well as the Daily Drilling Reports on
     which  they are based  shall be  approved  by the KKM Field  Manager or his
     designee and such approval shall not be unreasonably withheld."

6.   It is hereby  agreed that Article 607 of the  Drilling  Contract is deleted
     and replaced with the following:

     607. Taxes
          -----

     (a)  Contractor  shall  pay any and all tax  liabilities  or  claims  taxes
          assessed or levied on Contractor which any taxing authority (including
          any  political   subdivision   thereof)  claiming   jurisdiction  over
          Contractor  and its  performance  of this  Contract may assess or levy


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<PAGE>

          against  Contractor.  Subject to the  provisions of  subparagraph  (b)
          hereof,  Operator shall reimburse Contractor for any income or profits
          tax  liabilities  directly  and solely  attributable  to  Contractor's
          revenues under this Contract,  which are levied against  Contractor by
          any  applicable  tax  authority  in the Republic of  Kazakstan,  in an
          amount equal to (i) fifty  percent (50%) of the tax amount levied that
          is in  excess  of $425  U.S.  Dollars  per day but less than $850 U.S.
          Dollars per day, and (ii) one hundred percent (100%) of the tax amount
          levied that is in excess of $850 U.S.  Dollars per day, for the number
          of days during the term of this  Drilling  Contract  which fall within
          the applicable tax period for which such taxes are assessed.

     (b)  Anything  contained  herein  to  the  contrary  notwithstanding,   the
          Contractor is primarily  responsible for the  preparation,  filing and
          payment of all required tax returns and tax payments to the applicable
          governmental  agencies or  authorities  of the Republic of  Kazakstan.
          Contractor will furnish  Operator copies of all tax returns filed with
          any applicable  government  authority.  Operator's liability hereunder
          shall be one of  reimbursement  only for any  income  or  profits  tax
          obligations  levied against Contractor by any applicable tax authority
          in the Republic of Kazakstan,  in an amount equal to (i) fifty percent
          (50%) of the tax amount levied that is in excess of $425 U.S.  Dollars
          per day but less than $850 U.S.  Dollars per day, and (ii) one hundred
          percent  (100%)  of the tax  amount  that is in  excess  of $850  U.S.
          Dollars  per  day,  for the  number  of days  during  the term of this
          Drilling  Contract  which fall  within the  applicable  tax period for
          which  such  taxes  are  assessed.  Any  additional  tax  liabilities,
          including  penalties and interest,  resulting  from the failure of the
          Contractor  to timely file all  required tax returns and to timely pay
          all taxes due are the sole and exclusive  liability and responsibility
          of the  Contractor,  and Operator  shall have no  obligation to pay or
          reimburse Contractor therefore, provided that Operator shall reimburse
          Contractor for any additional tax liabilities,  including penalties or
          interest,   paid  by  Contractor   directly  resulting  from  Operator
          unreasonably withholding its consent described in Article 607(c).

     (c)  Contractor  shall use due care and diligence in the preparation of its
          tax returns and the calculation of its tax liabilities attributable to
          this  Drilling  Contract  so as to  minimize,  within the scope of the
          applicable  tax  law  and  regulations,  its  tax  liabilities  to the
          Republic  of  Kazakstan  for  which  Operator  has  an  obligation  to
          reimburse Contractor hereunder. Contractor shall deliver to Operator a
          copy of such tax returns prior to filing and obtain Operator's consent
          for their  filing,  which  consent will not be withheld  unreasonably.
          Contractor  shall make no audit  settlement with any  governmental tax
          authority in the Republic of Kazakstan for which  Operator  shall have
          responsibility  to  reimburse   Contractor   hereunder  without  first
          notifying  Operator and  obtaining its consent to that portion of such
          settlement  for which  Operator is obligated  to reimburse  Contractor
          hereunder.  Operator shall have the right, but not the obligation,  to
          participate  at its own cost and expense in any such audit  proceeding
          or settlement negotiations.

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     (d)  Contractor shall indemnify and hold harmless Operator from and against
          any income or other taxes which may be assessed  against  Contractor's
          personnel  based on the tax rates,  laws and regulations as they exist
          as of the date of this Amendment No. 2 to the Drilling  Contract.  If,
          after the execution of this  Amendment No. 2, such tax rates,  laws or
          regulations pertaining to personnel income taxes increase or decrease,
          then the Operator shall reimburse  Contractor for the actual amount of
          any such additional income taxes actually paid by Contractor which are
          directly  attributable to such increase in taxes, and Contractor shall
          give  Operator a credit for any  savings in tax  payments  realized by
          Contractor.

     (e)  Subject to the provisions of  subparagraph  (b) above,  Operator shall
          reimburse  Contractor  for all other taxes,  including but not limited
          to, VAT, Drilling Unit registration  fees,  property taxes, road taxes
          and other  taxes,  which  are  solely  and  directly  attributable  to
          Contractor's operations under this Drilling Contract. It is understood
          and agreed by the Parties,  that Operator  shall have no obligation to
          reimburse  Contractor for any taxes levied against attributable to any
          activity or operations of Contractor,  including  without  limitation,
          any  equipment  rental  fees,  which  are not  solely  related  to the
          Contractor's operations under this Drilling Contract.

     (f)  Contractor  shall  invoice  Operator  for any  taxes  reimbursable  to
          Contractor hereunder. Such invoice shall be accompanied by evidence of
          actual payment of such taxes by  Contractor,  as well as copies of any
          tax return,  notice,  demand,  assessment  or any other  document upon
          which such payment was made.

     (g)  Operator shall have the right, upon ten (10) days prior written notice
          to Contractor,  to audit and inspect  Contractor's  books and records,
          including  without  limitation,  Contractor's  tax returns,  which are
          related to  Operator's  tax  reimbursement  obligations  to Contractor
          hereunder.  This provision  shall survive  termination of the Drilling
          Contract.

7. It is agreed that Article 712 shall be deleted and replaced by the following:

     712. Variation of Rates
          ------------------

     The rates set forth  above  shall be revised  by the  actual  amount of any
     increase or  decrease  in  Contractor's  cost if an event  described  below
     occurs,  or if  the  cost  of any of the  items  hereinafter  listed  shall
     increase or decrease from  Contractor's  cost thereof on the effective date
     of this Amendment No.2 to the Drilling Contract:

     (a)  local labor costs,  including  amounts  actually paid by Contractor to
          its employees to maintain salaries consistent with applicable industry
          scale (local and ex-pat),  and all payroll taxes and benefits actually
          paid by Contractor  for its  employees,  as a result of any changes in
          the laws or regulations of the Republic of Kazakstan;
     (b)  if Operator requires  Contractor to increase or decrease the number of
          Contractor's Personnel;

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     (c)  if it becomes  necessary for Contractor to change the work schedule of
          its personnel as a result of any change in the laws or  regulations of
          the Republic of  Kazakstan,  or if the Parties  agree upon a change in
          the location of the Operating Base or Operating Area;
     (d)  in the case of an event described in Section 1102;
     (e)  if the cost of  insurance  premiums  increases  or  decreases  by five
          percent (5%) or more;
     (f)  if there is any change in law,  rules,  regulations,  or  legislation,
          including the enforcement or interpretation thereof, that increases or
          decreases Contractor's financial burden.

     Without  limiting the effect of the  obligations  and rights created above,
     upon the  occurrence  of one or more of the  events  described  above,  the
     Parties  agree to meet and discuss in good faith the amount of any increase
     or decrease in the rates that result from, and are directly attributable to
     the occurrence of such event.

8.   If KKM requires a second drilling rig to work in Kazakstan  during the term
     of the  Drilling  Contract,  as amended,  then KKM agrees to contract  with
     Challenger for the addition of a second  Drilling Unit,  provided that such
     Drilling Unit must be acceptable  to Operator in its sole  discretion.  The
     Parties hereto agree that the terms and conditions of the drilling contract
     for such second  Drilling  Unit shall be  substantially  the same terms and
     conditions  as are  contained in the Drilling  Contract,  provided that the
     operating  rate shall be  US$11,500  per day,  the standby  rate with crews
     shall be  US$10,350  per day,  the repair rate shall be  US$10,350  per day
     (applicable  for the first  twenty four (24) hours per month,  then at zero
     cost to the  Operator),  the force  majeure rate shall be US$10,350 per day
     for  ninety  (90)  days and  US$0  thereafter,  the  moving  rate  shall be
     US$20,000  lump sum for each  move of the  drilling  unit from well site to
     well site within the Karakuduk  Field, the standby rate without crews shall
     be US$8,500  and the term shall be one (1) year from such  Drilling  Unit's
     spud  date.  In  addition,  Contractor  shall  mobilize  three rig  trucks,
     comparable to those  supplied by Contractor  for  Challenger Rig No. 23 and
     one twenty ton fork lift, all as more fully  described in an appendix to be
     added to the Drilling Contract.

9.   Contractor has agreed to undertake the following:

     (a)  Contractor   will  assume  full   responsibility   for  the  immediate
          mobilization  and  delivery,  via air freight,  of the power tongs and
          elevators for the Drilling Unit to the  Karakuduk  Field.  The cost of
          such mobilization and delivery shall be paid for by Operator, provided
          that prior to mobilization  and delivery,  Contractor shall furnish to
          Operator  two  or  more  written   estimates  for  the  cost  of  such
          mobilization and delivery. If Operator does not agree with such costs,
          it may elect to arrange for the mobilization and delivery of the power
          tongs  and  elevators,  wherein  Contractor  shall  reasonably  assist
          Operator in such mobilization and delivery.

     (b)  No later than 8:00 a.m. CST on March 20, 1999,  provide all applicable
          specifications  and dimensions of the three (3) Kenworth  trucks,  the
          three (3) Toyota  Land  Cruisers  and the three (3)  trailers in Egypt
          that are available to be shipped to the Karakuduk Field, together with

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          three (3) bids from  reputable  transporters/common  carriers  for the
          time  and cost to move  such  equipment  from the port of  Alexandria,
          Egypt to the  Karakuduk  Field.  No such  equipment  shall be  shipped
          without the prior written authorization of Operator.

     (c)  [INTENTIONALLY BLANK]

     (d)  Within thirty (30) days after receipt of the information  described in
          subparagraph (b) above,  Operator will notify Contractor in writing of
          its decision as to which  transporter/common  carrier it wishes to use
          to transport the trucks and other equipment  described in subparagraph
          (b) above from the port of Alexandria,  Egypt to the Karakuduk  Field.
          At such time,  Operator  shall  contract with such  transporter/common
          carrier for the  immediate  transport of such trucks and  equipment to
          the Karakuduk Field.

     (e)  Contractor will be responsible for the  mobilization of the trucks and
          equipment  referred  to in  subparagraph  (b)  above to the  Karakuduk
          Field,  however the  transport  routing of such  trucks and  equipment
          shall be at Operator's option. The costs of mobilization of the trucks
          and equipment  referred to in subparagraph (b) above shall be borne by
          Operator,  provided that  Contractor  shall pay all costs and expenses
          relating to or arising from the  transport of the trucks and equipment
          to the port of Alexandria,  Egypt.  In addition,  Contractor  shall be
          responsible  for, and shall pay all expenses related to, obtaining and
          providing   to  the   transporter/common   carrier   referred   to  in
          subparagraph   (d)  above   all   documentation   requested   by  such
          transporter/common   carrier  pertaining  to  (i)   transporter/common
          carrier's  receipt  and/or  acceptance of the trucks and equipment and
          (ii) the transport of the trucks and equipment to the Karakuduk Field.
          Operator shall be responsible  for obtaining  permits and licenses and
          clearing  customs  for the trucks and  equipment  in the  Republic  of
          Kazakstan. Contractor will assist Operator in obtaining such licenses,
          permits and clearing customs, but such licenses,  permits and clearing
          customs are Operator's primary obligation and responsibility.

10.  It is hereby  agreed  that any and all  invoices  issued by  Contractor  to
     Operator on and after the date of execution of this  Amendment  No. 2 shall
     charge the work,  services and  equipment  set forth on such invoice at the
     new rates contained herein, regardless that such invoice period may predate
     the execution of this Amendment No. 2.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AMENDMENT NO. 2 ON THE DAY AND
YEAR FIRST ABOVE WRITTEN.

On behalf of OPERATOR,
Karakuduk-Munai, Inc. by
Chaparral Resources Inc.



BY: /s/ N. Klinchev
    ---------------------------------
TITLE: General Director

On behalf of CONTRACTOR,
Challenger Oil Services, PLC



BY: /s/ J. Paine
    --------------------------------------------------
TITLE: General Manager of Challenger Oils Services PLC,
signing as P.O.A. for Challenger Oil Services PLC.

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