Attachment 6 to the License
                                                                   MG #249 (oil)
                                                             as of June 28, 1995

                               RESOLUTION # P 65-H
                               September 18, 1996
                        Concerning Amending License Terms

LICENSE:  License MG #249 (oil) dated 28.06.95
LICENSEE:  "Karakudukmunay" Joint-Stock Company

MINISTRY OF GEOLOGY AND SUBSURFACE PROTECTION OF THE
REPUBLIC OF KAZAKSTAN
pursuant  to the  resolution  of the  Cabinet of  Ministers  of the  Republic of
Kazakstan  #882 as of  27.06.95  and  following  the  Letter #  2-03-1845  as of
10.08.96 of the  Ministry of Oil and Gas  Industry of the  Republic of Kazakstan
(Authorized Body)
Hereby introduces the following amendments to the license terms:
Clause 8.2                 Minimum Work Program:
8.2.1    Evaluation Stage:
1.       Drilling of Pilot Wells:
Between 01.09.1996 - 31.08.1997 - 2 wells 3250 m deep and re-entry of 4 
                                    exploration wells.
Between 01.09.1997 - 31.08.1998 - 6 wells 3250-3500 m deep.
3D Seismic is not recommended by the resolution of the State Reserves  Committee
and  therefore  it is  suggested  to resolve  this issue  separately  based upon
geological results of drilling of first production wells.
8.2.2             First 3 year Development Stage:
Between 01.09.1996 - 31.08.1997 - 5 000 000 US Dollars
Between 01.09.1997 - 31.08.1998 - 25 000 000 US Dollars
Between 01.09.1998 - 31.08.1999 - 12 000 000 US Dollars
Total financial obligations specified in Clause 8.2.1 and Clause 8.2.2 are:
Up to 31.08.1997 - 10 000 000 US Dollars
Up to 31.08.1998 - 34 500 000 US Dollars
Up to 31.08.1997 - 12 000 000 US Dollars

         Minister                                             S.Zh.Daukeev

Amendments to the license terms of Clauses 8.2.1 and 8.2.2.

Agreed upon by                              Licensee:         Klinchev N. D.
                                                              Director General
                                                              KarakudukmunayJSC



<PAGE>


Certificate Goes on this Page


<PAGE>


                                     LICENSE
        for the right to use the subsurface in the Republic of Kazakhstan

       Issued by the Government of the Republic of Kazakhstan to Karakuduk
           Munay Joint Stock Company Joint Venture for exploration and
                     production of hydrocarbons at Karakuduk
                          oilfield in Mangystau Oblast.



June 28, 1995



Series MG #249 (oil)



On behalf of the Government
of the Republic of Kazakhstan
First Deputy Prime Minister          [signature, seal]             V.L. Mette



<PAGE>

                                       Exhibit 1 to License Series MG #249 (oil)

To the Government of the Republic of Kazakhstan


                                   RESOLUTION
        regarding the issue of the license for the use of the subsurface

         The Ministry of Geology and  Protection of the  Subsurface has reviewed
the  application  of  Karakuduk  Munay Joint  Stock  Company  Joint  Venture for
geological  exploration and production of hydrocarbons at Karakuduk  oilfield in
Mangystau Oblast.

         Based on Claim  LTs-233  dated  04.21.95  published  on 04.28.95 in the
Legal Information Bulletin # 4 (7) 1995,  Resolution of the Cabinet of Ministers
of the Republic of Kazakhstan On the execution of the contract for  exploration,
development and oil production at Karakuduk oil field under  production  sharing
arrangements  with Karakuduk Munay Joint Stock Company Joint Venture # 498 dated
06.11.1993,  and  submitted  materials,  as  follows:  Certificate  of the State
Registration  of a Business  #23625 dated  03.01.1995;  Foundation  Agreement of
10.26.1994;  Bylaws of  Karakuduk  Munay  Joint  Stock  Company  Joint  Venture;
Contract  made by and  between the  Ministry  of Energy and Fuels and  Karakuduk
Munay Joint Stock Company Joint Venture  executed on 07.01.1993;  Certificate of
Geological   Exploration  Rights  #4  issued  by  West  Kazakhstan   Territorial
Administration  on  02.16.1995;   Certificate  of  Production  Rights  #  30  of
04.12.1995  issued by the  Ministry  of Oil and Gas  Industry;  and  Minutes  of
Interdepartmental Commission # 7 dated 05.19.1995,  Karakuduk Munay Closed Joint
Stock  Company  Joint  Venture has been granted the License for the right to use
the  subsurface for  exploration  and  production of  hydrocarbons  at Karakuduk
oilfield in Mangystau Oblast.


         The  License  is  forwarded  to  the  Government  of  the  Republic  of
Kazakhstan for ratification.



     [seal, signature]                                     S.Zh. Daukeev



<PAGE>

                                        Exhibit 2 to License series MG#249 (oil)

         Hereby the Government of the Republic of Kazakhstan  grants the License
series  MG  #249  (oil)  for the  right  to use the  subsurface  for  geological
exploration and production of hydrocarbons.

CONTENTS OF THE LICENSE

1.       License holder data

1.1  Name: Karakuduk Munay Closed Joint Stock Company Joint Venture (SP AO KKM).
1.2  Address:  466200 Republic of Kazakhstan,  Mangystau Oblast,  City of Aktau,
     4th district, building 10, unit A.
1.3  Type of ownership: mixed
1.4  Founders:   Munaygaz  State  Holding  Company,  Zharkyn  Limited  Liability
     Company,  Mangystau Terra International  Corporation,  Guernsey LTD Central
     Asian Oil Company.
1.5  Date of Incorporation:  Government  Registration  Certificate # 23625 dated
     03.01.1995 issued by Oblast Finance Administration.
1.6  Management:       Interim General Director -         Khairov U.B.
                       Deputy General Director -          Rza Yurttutan
1.7  Main   line  of   business:   exploration,   production,   processing   and
     transportation of hydrocarbons and processed products.
1.8  Types of performed petroleum  operations:  Petroleum  operations related to
     develop- ment and operation of oil and gas fields.
2.   Purpose  of  operations  pertaining  to  certain  types  of the  use of the
     subsurface.
2.1  Purpose of operations:  Geological  exploration and production of hydrocar-
     bons.
2.2  Hydrocarbons  deposits:  Karakuduk  oilfield with the following reserves by
     categories as of 01.01.1995:

         A+B+C                      25,547,000 tonnes - in place
                                     9,774,000 tonnes - recoverable
         C2                          9,593,000 tonnes - in place
                                     3,265,000 tonnes - recoverable

         and average recovery factor of 0.33.

3.   Spatial coordinates of the allotted area of the subsurface

3.1  Geographical coordinates: Shown in Geological Allotment (Exhibit 3).



<PAGE>


3.2  Depth of stratigraphic range. Down to absolute elevation of minus 3,320 m.

4.   Effective date of the License: Date issued.

5.   Term of the License: 25 years.

5.1  Evaluation stage: 3 years.

5.2  Development stage: Pursuant to development plan.

5.3  Production stage: 22 years including construction stage.

6.   Conditions  for extension of the License:  The License may be extended only
     by the resolution of the Licensor.

7.   Authorized agency to enter into an Agreement on behalf of the Government of
     the  Republic  of  Kazakhstan.  The  Contract  is made by and  between  the
     Ministry of Energy and Fuels of the Republic of  Kazakhstan  and  Karakuduk
     Munay Joint Stock Company Joint Venture and executed on 07.01.1993.

8.   Mandatory pre-requisites

8.1  Timing of Contract execution and registration with the Ministry of Geology.
     The  contract  must be  registered  no  later  than  within  30 days of the
     issuance of the License.

8.2  Minimum work program.

8.2.1    Evaluation stage:
         1.       3D Sesmics
                  1996, 15 km with processing = 500,000 US dollars.

         2.       Drilling of pilot production wells:
                  1996 - 3 wells, 3,250 m deep = 4,500,000 US dollars.
                  1997 - 6 wells, 3,250 to 3,500 m deep = 9,500,000 US dollars

8.2.2    Development stage, first 3 years
                  1996 = 5,000,000 US dollars
                  1997 = 25,000,000 US dollars
                  1998 = 12,000,000 US dollars

8.2.3.   Production stage:  Pursuant to field development plan.

8.3      Land release:  Shown in Geological allotment (Exhibit 3).

<PAGE>

8.4      Timing for field development plan approval: Within 6 months of the date
         of approval of  Karakuduk  field  reserves by the State  Commission  on
         Mineral Reserves (GKZ) of the Ministry of Geology and Protection of the
         Subsurface of the Republic of Kazakhstan.

8.5      Commencement  of  operations  at the  oilfield:  Within 3 months of the
         date the License is issued.

8.6      Property  rights  pertaining  to  data  on  the  subsurface:  Available
         information  will  be  transferred  under  a  separate  agreement  with
         Geoinform  department.  Rights of ownership  pertaining to mineral data
         acquired  in the  course  of  petroleum  operations  shall  be  held by
         Karakuduk Munay Joint Stock Company Joint Venture.

         Upon expiration of the License term all original geological-geophysical
         data shall be  transferred  to the  Republic  of  Kazakhstan  and shall
         become its property.

8.7      Submission of geological information.  Copies of geological information
         shall  be  transferred  annually  to the  Geoinform  Department  of the
         Ministry  of  Geology  and  Protection  of the  Subsurface.  Reports on
         completion of work programs and budgets shall be submitted quarterly to
         the Authorized  Agency and the Main Department of Mineral  Resources of
         the  Ministry of  Geology.  Reports on reserve  variations  (Form 6-GR)
         shall be sent to the Ministry of Geology on February 15 of each year.

9.       Contract terms.

9.1      Use of Kazakhstan  contractors:   Only Kazakhstan  contractors shall be
         used. Foreign subcontractors will be employed, if necessary.

9.2      Use of local labor.        Local labor shall be used.

9.3      Training  of  Kazakhstan  specialists:   No less than 1% of the  annual
         oilfield  budget  shall  be allocated  for the  training of  Kazakhstan
         specialists.

9.4      Payments related to the use of subsurface and land plots: 
         Pursuant to the
         Laws of the Republic of Kazakhstan and the Contract.

9.5      Production or profit sharing:      Pursuant to the Contract.

10.      Obligations   pertaining  to  the  rational  use  of  the   subsurface,
         protection of the subsurface and the environment,  and safe operations,
         including the study of technogenic  earthquakes.  Work plans related to
         the use of the  subsurface  must provide  measures for rational use and
         protection of the subsurface and the environment,  safe operations,  as
         well as forecast of technogenic earthquakes.

<PAGE>

11.      Control  procedures.  The  use of the subsurface shall be controlled by
         state  regulatory  agencies  pursuant  to  the Laws of the  Republic of
         Kazakhstan.

12.      Other  terms.  License  terms shall be  strictly  adhered to  and shall
         apply to all modifications and addenda to the Contract.


The License may be revoked for violation of License terms.


<PAGE>

                                       Exhibit 3 to License series MG #249 (oil)

               KAZAKHSTAN MINISTRY OF GEOLOGY - CENTRAL DEPARTMENT
                              OF MINERAL RESOURCES

                              GEOLOGICAL ALLOTMENT

         Granted to Karakuduk  Munay Joint Stock  Company  Joint Venture for the
use of the subsurface for the purpose of geological  exploration  and production
within Karakuduk oilfield.

         Geological  allotment is located within  Mangystau  Region of Mangystau
Oblast and has corner point coordinates shown on attached topographic map:

1.       44o 51'43" N, 53o 52'30" E
2.       44o 52'20" N, 53o 54'08" E
3.       44o 52'10" N, 53o 59'10" E
4.       44o 49'10" N, 54o 02'50" E
5.       44o 48'13" N, 53o 57'10" E
6.       44o 49'48" N, 53o 53'17" E

and extends vertically down to minus 3,320 m absolute elevation.

         The  surface  area of the  geological  allotment  marked by the  corner
points  on  the  topographic  map is  68.4  km2  (sixty  eight  thousand  square
kilometers [Translator's note: as in the original].

Land return

         Upon  completion  of the  evaluation  stage,  100% of the land  located
outside  the  oilfield  boundary,  in the  sanitary  protection  zone,  shall be
returned.  If the oil  field  is found to have no  commercial  importance,  then
Karakuduk oilfield shall be returned to the Republic of Kazakhstan.

June 28, 1995

Director,
Central Department of Mineral Resources,
Kazakhstan Ministry of Geology                                    O. M. Tyugay

                                            [signature, seal]

                                             City of Almaty


<PAGE>


Karakuduk Oilfield Map Goes on this Page