AGREEMENT

               Agreement  (the  "Agreement") dated    September  20 ,  1994
          between  Churchill U.S.A., Inc., a Colorado corporation ("CUSA"),
          Summit   Overseas  Exploration,   Inc.,   a  Nevada   corporation
          ("Summit"),  and Villiers  Group  plc, a  public limited  company
          organized under the laws of Northern Ireland ("Villiers").

                                       RECITALS

               The boards of directors  of CUSA, Summit, and Villiers  have
          determined  that it  is advisable  and in  the best  interests of
          their respective stockholders to capitalize CSV Holdings, Inc., a
          Colorado corporation ( CSV ).

               The purpose of CSV  is to administer the Nukern  holdings to
          maximize and crystallize  its value  for the benefit  of the  CSV
          shareholders.

               THEREFORE, in consideration of the foregoing, the parties to
          this Agreement hereby agree as follows:

               1.  Each party will transfer their Nukern holdings to CSV on
          or before September 30, 1994.  Those holdings are:

                    a.  Churchill U.S.A., Inc.  = 24.47% working interest
                    b.  Summit Overseas Exploration, Inc. = 42.22% working 
                        interest
                    c.  Villiers Group plc  = 19.83% working interest

               2.   Upon completion of Items 1, 5, and 6 of this Agreement,
          each party will  receive a  loan note  the value  of which  shall
          equal  60% of  the  independent engineering  evaluation of  their
          Nukern  holdings.  The  value assigned to  the loan note  will be
          adjusted annually to reflect current engineering evaluations.

               3.  Each  party will  also receive the  following number  of
          common shares in CSV upon completion of Items 1, 5, and 6 of this
          Agreement.  Those share amounts are:

                    a.  Churchill U.S.A., Inc.  =  244.7 shares 
                    b.  Summit Overseas Exploration, Inc. =  422.2 shares  
                    c.  Villiers Group plc  =  198.3 shares          

               4.   No party shall transfer either the loan note receivable
          from CSV or the common shares without the written consent of each
          of the shareholders.

               5.  Each party will  bring their accounts payable as of  May
          31, 1994,  current with Churchill  Energy, Inc., the  Operator of
          the  Nukern  Lease,  via wire  transfer  of  funds  on or  before
          September 30, 1994.  Those accounts payable are:




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                    a.  Churchill U.S.A., Inc.  =   $10,884.10
                    b.  Summit Overseas Exploration, Inc. =   $60,241.04
                    c.  Villiers Group plc  =  $25,757.84  

                   Churchill Energy, Inc. shall continue to act as operator
          unless a successor  operator is appointed in accordance  with the
          Operating Agreement.

               6.  Each party will  make a working capital loan to  CSV via
          wire transfer of  funds on  or before  September 30,  1994.   The
          amounts of the loans are:

                    a.  Churchill U.S.A., Inc.  =   $24,465
                    b.  Summit Overseas Exploration, Inc. =  $42,223   
                    c.  Villiers Group plc  =  $19,832     

               The  working capital  loan will  be used  for the  following
          purposes:

                    a.   Maintenance of the Nukern Lease
                    b.   Steam flood expansion

               7.   Each  party hereby  agrees that  should CSV  direct the
          Operator of the Nukern Lease to place said lease in a maintenance
          mode CSV  will, if  necessary, issue  notice to the  shareholders
          hereunder to make additional  capital available in the form  of a
          loan to CSV to meet  maintenance costs which are estimated to  be
          approximately   $10,000  per  month.     CSV  shareholders  shall
          contribute and  pay such additional capital within thirty days of
          the date of the notice in pro-rata amounts based on the number of
          shares owned by each shareholder.


               8.   Upon failure of any  shareholder to pay such additional
          capital  as required  pursuant to  paragraph 7  above, CSV  shall
          issue a notice of default in payment.  The notice of default will
          be sent via registered  delivery.  Failure to pay  the additional
          capital  and bring  all accounts  with CSV current  within ninety
          (90) days  after notice of  default shall result  in cancellation
          and forfeiture of all  of such shareholder's shares in  CSV.  CSV
          shall  hold the share certificates of  each shareholder to effect
          the provisions of this paragraph in the event of a failure to pay
          expenses as agreed.

               9.   The   following   actions   require  100%   shareholder
          approval:

                    a.   Issuance of additional shares
                    b.   Modifications of shareholder rights
                    c.   Purchase, sale or hypothecation of assets
                    d.   Joint venture agreements
                    e.   Borrowings
                    f.   Any action that is not in concourse with the



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                         purpose for which the corporation was established

               10.  Each shareholder will receive  a quarterly statement of
          cash flow and quarterly summaries of production and of income and
          expenditures.

               11.  CUSA, Summit, and Villiers each represents and warrants
          that each  is a corporation duly  incorporated, validly existing,
          and   in  good  standing   under  the  laws   of  its  respective
          jurisdiction.

                    CUSA, Summit, and Villiers each represents and warrants
          that  it  has  the requisite  corporate  power  and authority  to
          execute, deliver and perform the Agreement.

                    Neither the execution, delivery, and performance of the
          Agreement by  CUSA, Summit, or  Villiers nor the  consummation of
          the transactions  contemplated by the Agreement  will (i) violate
          or conflict  with the  charter  documents or  bylaws, or  similar
          governing instruments of CUSA, Summit, and Villiers; (ii) violate
          or  conflict with  any law,  regulation, order,  judgment, award,
          administrative  interpretation,  injunction,   writ,  or   decree
          applicable to CUSA,  Summit, or Villiers or by  which any of them
          are  bound,  or  any   agreement  or  understanding  between  any
          administrative  or regulatory  authority,  on the  one hand,  and
          CUSA, Summit, or Villiers on the  other hand; or (iii) violate or
          conflict  with, result in  a breach of,  result in  or permit the
          acceleration or termination of,  or constitute a default (whether
          with  notice  or  lapse of  time,  or  both)  under any  material
          agreement, instrument, note, indenture, mortgage, lien, lease, or
          other  contract, arrangement,  or  understanding  to which  CUSA,
          Summit, or Villiers is party.

               12.  All  disputes  arising  out  of  or  relating  to  this
          Agreement shall  be finally settled by  arbitration in accordance
          with the rules of the American Arbitration Association in Denver,
          Colorado.

               13.  For purposes  of this Agreement notice  shall be deemed
          complete upon completion of facsimile transmission to the numbers
          listed for each party below (all such facsimile  transmissions to
          be  confirmed  in  writing   by  registered  delivery),  or  upon
          depositing notice for delivery by courier under items calling for
          delivery within three business days to the addresses listed below
          for each party:

                    Churchill U.S.A., Inc.
                    Irongate 3, Suite 200
                    777 S. Wadsworth Blvd.
                    Lakewood, CO  80226
                    303-987-1480
                    303-987-0464 (Fax)




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                    Summit Overseas Exploration, Inc.
                    Irongate 3, Suite 201
                    777 S. Wadsworth Blvd.
                    Lakewood, CO  80226
                    303-987-0925
                    303-987-0464 (Fax)





















































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                    Villiers Group plc
                    Empress Works
                    16 Empress Street
                    Cornbrook
                    Manchester M16 9EN
                    44-61-872-3333
                    44-61-872-7092 (Fax)

               14.  This Agreement  will terminate September  30, 1994,  if
          the conditions  set forth in Items  1, 5, and 6  in the Agreement
          are  not completed.    If  this  Agreement  is  terminated,  such
          termination  will  be without  liability  of  any party  (or  any
          stockholder, director, officer,  employee, agent, consultant,  or
          representative of  such  party)  to  the other  parties  to  this
          Agreement.

               IN WITNESS WHEREOF, Churchill  U.S.A., Inc., Summit Overseas
          Exploration,  Inc.  and Villiers  Group  plc  have executed  this
          Agreement.

          ATTEST                             CHURCHILL U.S.A., INC.




          By:/s/ John Webb                   By:/s/ Wendy A. Cribari       

               99 Charterhouse Street             President
               London EC1



          ATTEST                             SUMMIT  OVERSEAS  EXPLORATION,
          INC




          By:/s/ John Webb                   By:/s/  Anthony J. Carroll    
                                                  President


          WITNESS                            VILLIERS GROUP PLC




          By:/s/ John Webb                   By:/s/ R. Luetchford          

                                                  Chairman






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