Exhibit 10.33

                               Amendment No. 1 to
          International Daywork Exploration Drilling Services Contract


THIS  AMENDMENT  NO. 1 dated  the 21st day of  October,  1998,  is made  between
Challenger Oil Services,  PLC, a company organized under the lays of England and
formally  registered  to  conduct  business  under the laws of the  Republic  of
Kazakstan   (hereinafter  called   "Contractor"),   and  Karakudukmunay  JSC,  a
joint-stock company organized under the laws of the Republic of Kazakstan,  with
an office  located at District 3,  Building 82,  Aktau,  Kazakstan  (hereinafter
called "Operator").

WHEREAS, Operator and contractor entered into that certain International Daywork
Exploration Drilling Services contract - Land dated April 7, 1998,  (hereinafter
called the  "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,  at Operator's request Contractor has agreed to make certain changes in
the Drilling  Contract and Operator and Contractor with to amend the Contract to
reflect these changes;

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

1.   References in the Contract to the "Drilling  Unit" shall no longer mean the
     Cabot 900 rig named  Challenger  No.  23,  but shall  instead  refer to the
     Kremco 900 rig, also to be called Challenger No. 23.

2.   Art.  606 of the  Contract  is hereby  amended to change the words "Port of
     Houston" to read instead "Railway Station in Wola Baranowska, Poland". Ant.
     606 is further  amended  to add the  following  sentence  to the end of the
     present Art. 606:

                  "From and after  the date and time that the  Drilling  Unit is
                  ready  to  depart  the  railway  Station  at Wola  Baranowska,
                  Poland, and both Parties agree in writing,  the Operator shall
                  pay the  Contractor  the sum of $4,000  per day up to the date
                  and  time the  Drilling  Unit  actually  departs  the  Railway
                  Station at Wola Baranowska, Poland."


3.   Art.  709 and  Appendix A of the  Contract are amended to change the Moving
     Rate to a lump sum amount of $30,112 per move within the  Karakuduk  field.
     Any delays  beyond 48 hours,  which are due to  circumstances  outside  the
     control of the Contractor shall be charged to the Operator on a daily basis
     at the Stand-By Rate With Crew.

4.   Contractor's  dayrates are based on a cost build up for personnel  assuming
     the use of some North American expatriates by Contractor. It is agreed that
     if Contractor uses non-North American personnel at any time in any position
     in which Contractor had originally planned to use North American personnel,
     and if Contractor thereby realizes a cost reduction,  then one half of such
     cost reduction shall be credited to Operator  against  dayrates  payable by
     Operator under the drilling Contract.

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5.   It is hereby  agreed  that  Appendix B attached  to the  Contract  shall be
     replaced  for all  purposed  by the  Appendix  B, which is attached to this
     Amendment.

6.   Art. 710 of the Contract is hereby amended to read as follows:

     "710 Standby Rate without Crews

     The Standby Rate  without  Crews shall be the rate so stated in Appendix A.
     If thirty (30) days shall  elapse  after the  Drilling  Unit has arrived at
     Kazakstan  without  Operator having given the two weeks notice provided for
     in Art. 101 (a) hereof,  then beginning on the thirty-first  (31st) day and
     continuing  until the Drilling Rig has arrived at Operator's first drilling
     location  and is ready to commence  the rigging up,  Operator  shall pay to
     Contractor the Standby Rate without Crews."

7.   The Contractor,  with the written  approval of the Operator,  has the right
     under the  Contract,  to import  into or  acquire  within the  Republic  of
     Kazakstan,  any  and all  additional  machinery,  spare  parts,  and  other
     equipment required to properly fulfill the Contractor's  obligations to the
     Operator under the Contract, as amended.  Operator shall be responsible for
     obtaining  permits and licenses and clearing  customs for such items in the
     country in which the  Operating  Area is  located,  as well as all  related
     charges such as customs  duties,  excise duties,  sales taxes,  value added
     taxes,  clearing  agent's fees, port  clearances,  pilotage,  other similar
     fees, handling charges and port duties.

8.   Challanger Oil Services,  PLC, in executing the terms of the Contract, will
     be acting as a subcontractor  to  Karakudukmunay,  JSC (KKM), in accordance
     with  Clause  9.2   (Customs)  of  KKM's   "Agreements   for   Exploration,
     Development,  and  Production  of Oil in  Karakuduk  Oil Field in Mangistau
     Oblast of the Republic of Kazakstan  Between the Government of the Republic
     of Kazakstan and Karakuduk Munai, Joint Stock Company."

9.   At the end of the  Contract  term,  the  Operator  shall have the option to
     purchase the  Challenger  No. 23 rig at a price  mutually  agreed upon,  in
     writing, by both the Contractor and the Operator. Notwithstanding any other
     provision  included in the Contract,  the purchase  price of the Challenger
     No. 23 rig shall not be subject to or determined by any form of arbitration
     proceedings,  but must be agreed upon solely by the Contractor and Operator
     in writing.

     IN WITNESS  WHEREOF THE PARTIES HAVE EXECUTED  THIS  AMENDMENT NO. 1 ON THE
DAY AND YEAR FIRST ABOVE WRITTEN.

Karakudukmunay, Inc.

By: /s/  N.D. Klinchev                          By: /s/ Jay McGee
    ------------------------------                  ----------------------------
Title: General Director                         Title: General Director

On behalf of CONTRACTOR
Challenger Oil Services, PLC

By:  /s/ Y.S. Tatanaki
----------------------------------
Title: General Manager