I hereby certify this is a
true and correct copy of the original
of the document to which it purports
to be a copy.


DATED March 5, 1996

M.W. McDONALD
A Commissioner for taking
Affidavits in the Supreme
Court of South Australia





                          ACCESS AGREEMENT
                               BETWEEN
                        ANANGU PITJANTJATJARA
                                -AND-
                         JOHN LEONARD NAYLOR
                                -and-
                          PAUL BRYAN INGRAM
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                            prepared by:
                           McDONALD & CO.
                               LAWYERS
                       262 - 266 Pirie Street
                      PO Box 3216, Rundle Mall
                          ADELAIDE, SA 5000
                       Phone:    (08) 223 5088
                        Fax:   (08) 223 5290

                                    CONTENTS
CLAUSE  HEADING
   1.   Definitions                                                2
   2.   Interpretation and Other Matters                           5
   3.   Consent                                                    7
   4.   Condition Precedent                                        7
   5.   Initial survey of Licence Area By Explorers                8
   6.   Consideration given by the Explorers                       8
   7.   Notification of Operations                                 9
   8.   Land Entry and Occupation                                 11
   9.   Identification                                            11
   10.  Petroleum Operations                                      12
   11.  Scouting Team                                             13
   12.  Screening and Clearance                                   13
   13.  Effect of Operations on Environment                       17
   14.  Advisory Committee                                        18
   15.  Control of Liquor                                         20
   16.  Removal of Employees                                      20
   17.  Instruction in Aboriginal Culture                         21
   18.  Inspection                                                22
   19.  Exchange of Information                                   23
   20.  Explorers Covenants                                       23
   21.  AP Covenants                                              24
   22.  Rights of Traditional Owners                              25
   23.  Rights of Explorers                                       25
   24.  Reversion of Infrastructure                               26
   25.  Indemnity                                                 26
   26.  Field Development and Production                          27
   27.  Petroleum Production Licence                              27
   28.  Force Majeure                                             28
   29.  Assignment                                                29
   30.  Operations                                                29
   31.  Confidential Information                                  30
   32.  Termination                                               31
   33.  Termination of Activities                                 31
   34.  Consequences of Termination                               33
   35.  Costs and Payments                                        33
   36.  Disputes                                                  34
   37.  Term                                                      34
   38.  Variation                                                 34
   39.  Further Assurance                                         35
   40.  Notices                                                   35
   41.  Approval and Notification                                 35
                                  
                             Schedule 1
             Description of AP Land Pursuant to the Act
                                  
                             Schedule 2
                   Description of the Licence Area
                                  
                             Schedule 3
                Scouting Team Conditions and Payment
                                  
                             Schedule 4
               Payments to AP pursuant to Clause 6.1.4
                                  
                             Schedule 5
               Payments to AP pursuant to Clause 6.1.5
                                  
                             Schedule 6
                   Principles for Agreement re PPL
THIS AGREEMENT is made the 5th day of March, 1996

BETWEEN:

ANANGU PITJANTJATJARA a body corporate constituted under the name  by
the

Pitjantjatjara Land Rights Act 1981 of South Australia and having its
principal office at 37 Bath

Street   Alice  Springs  in  the  Northern  Territory  of   Australia
(hereinafter referred to as "AP") of

the one part

-AND-

JOHN LEONARD NAYLOR and PAUL BRYAN INGRAM both care of McDonald & Co.
262 -

266   Pirie   Street  Adelaide  in  the  State  of  South   Australia
(hereinafter referred to as "the Explorers") of the other part)

Explorers") of the other part


WHEREAS:-


A.    AP is the registered proprietor of the AP lands (as hereinafter
defined).
B.    AP  is entitled to occupation of the AP Lands, subject only  to
the  provisions  of  subsection 15 (3) of  the  Act  (as  hereinafter
defined).
C.    AP  has  under  the  Act  as  its  primary  responsibility  the
protection of the Pitjantjatjara ways of life, culture and  tradition
and in particular Areas of Significance (as hereinafter defined).
D.    AP  is under the Act authorized to negotiate on behalf  of  the
Traditional  Owners  of the Land (as hereinafter  defined)  with  the
Explorers for the use, occupation and access to the AP lands and  has
agreed  to  such  use,  occupation and  access  upon  the  terms  and
conditions set out herein.
E.   The parties agree and acknowledge that compliance with the terms
and  conditions set out hereunder is essential to the ongoing consent
by AP to the Explorers' use, occupation and access to the AP lands.
F.    The  explorers  have  lodged  an  application  with  the  South
Australian Department of Mines and Energy for a petroleum exploration
licence over the License Area (as hereinafter defined).
G.   The License Area is situated within the AP lands.
H.   The Explorers have applied under the provisions of Section 20 of
the  Act  for permission to carry out Petroleum Operations  upon  the
License Area under the terms and conditions of the Petroleum Act.
I.   AP has, in accordance with Section 20 of the Act and subject  to
the  condition precedent set out in Clause 4 herein, agreed to  grant
its permission and consent to

942031'AA0016ASD

2 -

the  Explorers carrying out Petroleum Operations on the License  Area
on and subject to the terms and conditions hereinafter set forth.
NOW THIS AGREEMENT WITNESSES as follows:-

1.   DEFINITIONS

In  this  Agreement  unless  the  context,  otherwise  requires,  the
following words and expressions shall have the following meanings:
the  Act             means the Pitjantjatjara Land Rights Act No.  20
of 1981 of South Australia as amended from time to time together with
any regulations made thereunder;

the Advisory
Committee            means  the Advisory Committee constituted  under
Clause 14 hereof;

AP   means Anangu Pitjantjatjara;

the AP lands        means those lands described in the First Schedule
to the Act a copy of which is annexed hereto as Schedule 1;

Areas of
Significance        means any site on the AP Lands that is identified
by  the  Scouting  Team  as being of cultural,  social  or  spiritual
significance  to the Traditional Owners of those areas  and  includes
any  "Aboriginal site" as defined by the Aboriginal Heritage Act 1988
(South  Australia) and any "significant Aboriginal areas" as  defined
in  the  Aboriginal  and Torres Strait Islander Protection  Act  1984
(Cwth);

the  Explorers       means the party of the second part and  includes
the  successors  and  assigns of each of them PROVIDED  that  if  the
Explorers shall incorporate a company under the Corporations  Law  at
any  time  after the execution of this Agreement, and PROVIDING  that
the shares in that company are held exclusively by the Explorers, the
Explorers may so notify AP in writing and upon such notification  the
term  "Explorers" shall be deemed to include reference to the company
so incorporated;

942031\AA0016.ASD

3 -

Licence             means,  as  the context requires,  the  petroleum
exploration licence for which the Explorers have applied to the South
Australian Department of Mines and Energy covering the area described
in Schedule 2 hereto and any petroleum production licence or pipeline
licence  issuing  therefrom and any renewals and  extensions  of  the
same;

Licence Area       means at the date of this Agreement and thereafter
until  the  grant of the petroleum exploration licence for which  the
Explorers have jointly applied to the South Australian Department  of
Mines and Energy, the area more particularly described in Schedule  2
hereto,  and  subsequent  to the grant of the  petroleum  exploration
licence,  the area for the time being the subject of the  Licence  as
defined herein;

Licence Year       means each twelve calendar month period commencing
on  the  date  of  grant of a PPL and thereafter on  each  subsequent
anniversary of the date of such grant;

the  Minister        means the Minister of Mines and Energy  for  the
State of South Australia, or his successor;

the  Operator        means  the  party of  the  second  part  or  any
additional  or  substituted operator approved by AP under  Clause  30
hereof;

Operational Area   means any part of the Licence Area upon which from
time  to time under the terms of this Agreement the Explorers propose
to carry out or carry out Petroleum Operations;

PEL   means the petroleum exploration licence for which the Explorers
have  applied to the South Australian Department of Mines and  Energy
covering the area described in Schedule 2 hereto and any renewals and
extensions of the same;

PPL   means any one or more petroleum production licence or  pipeline
licence for which the Explorers may apply and be granted covering  an
area  within the area described in Schedule 2 hereto and any renewals
and extensions of the same

Petroleum           has the same meaning assigned to that  expression
in  the Petroleum Act.  Where the term "Petroleum" is used herein  it
shall include each and all constituents thereof;

942031 \AAOC I 6.AS D

4 -

the Petroleum
Act   means  the Petroleum Act 1940 of South Australia as amended  or
any  enactment substituted therefor together with any regulations and
subordinate legislation made thereunder;

Petroleum
Operations         means operations carried out pursuant to,  or  for
the  purpose  of giving effect to, the Licence and, without  limiting
the  foregoing  shall include, drilling, geological, geophysical  and
other   exploration  activities,  and  the  development,  production,
gathering, separating, pressure maintenance, dehydrating,
heating,     treating,    processing,    handling,    transportation,
fractionation, storage and marketing of Petroleum produced or  to  be
produced  from  the Licence Area, including but not limited  to,  the
design,  capacity, installation, operation, maintenance,  repair  and
replacement of all facilities required;

Pitjantjatjara     has the same meaning as in the Act;

Scouting Team      means the persons referred to in Clause 11 hereof;

Seismic Lines/
access road
corridor           means a corridor of 1 00 metres on either side  of
a  proposed  or existing seismic line or access road which  has  been
screened and cleared in accordance with Clause 12 hereof;

to  transfer         means  to  sell,  assign,  transfer,  convey  or
otherwise dispose of; and
"transfer",  "transferred"         and  "transferring"           have
corresponding meanings;

Traditional  Owner    in relation to the Operational  Area  means  an
Aboriginal  person who has, in accordance with Aboriginal  tradition,
social, economic and spiritual affiliations with and responsibilities
for, the Operational Area or any part of it;

Work  Site            means any camp site or other living  area,  air
strip,  water bore site or drill site in the Licence Area  which  the
Explorers  pursuant to the terms of this Agreement propose to  locate
or locate in an Operational Area and includes any other area in the

942031\AA0016.ASD

5 -
Licence Area (other than the proposed or actual location of a seismic
line or access road) in which the Explorers pursuant thereto proposes
to carry out or carry out Petroleum Operations.
2.  INTERPRETATION AND OTHER MATTERS

2.1 Unless the contrary intention appears in this Agreement-


2.1.1   monetary references are references to Australian currency;

2.1.2    a  reference to an act or regulation includes any amendments
to that act or regulation for the time being in force and also to any
act or regulation passed in substitution therefor;

2.1.3    the  singular includes the plural and vice versa  and  words
importing the masculine gender include the feminine or neuter gender;

2.1.4     a   reference  to  a  person  includes  a  firm,   company,
corporation, authority or body whether incorporated or not;

2.1.5    reference  to  a Minister, Department,  authority,  body  or
person  includes the Minister, Department, authority, body or  person
for  the  time  being  performing the  functions  of  such  Minister,
Department, authority, body or person at the date of this  Agreement;
and

2.1.6     a  reference  to  the  Explorers  includes  the  employees,
servants,  agents, contractors and sub-contractors of  the  Explorers
engaged  for  the  purposes  of the Petroleum  Operations  and  their
permitted  invitees  and  any obligation or  duty  imposed  upon  the
Explorers   shall,  where  the  Explorers  have  engaged  an   agent,
contractor  or  sub-contractor to undertake any  activity  which  the
Explorers  are  required  or  authorized  to  undertake  under   this
Agreement,  be construed as an obligation or duty upon the  Explorers
to  procure that its agent, contractor or subcontractor performs that
obligation or duty.

942'031\AA0016.ASD

6 -

2.2   The headings in this Agreement shall not be deemed to be a part
of  this  Agreement  and shall not be used in its  interpretation  or
construction.

2.3   This Agreement shall be governed by and construed in accordance
with  the laws of the State of South Australia and each party  hereby
submits  to the jurisdiction of the appropriate courts of that  State
and  the  Commonwealth  and  any Courts  competent  to  hear  appeals
therefrom.

2.4    The   Clauses  in  this  Agreement  shall  prevail  over   any
inconsistent  provisions  in  any  Appendix  or  Schedule   to   this
Agreement.

2.5   No modification, variation or amendment to this Agreement shall
be of any force unless in writing and executed by each party.

2.6   No waiver by a party of any of the provisions of this Agreement
shall  be  binding unless made in writing and any such  waiver  shall
relate  only  to  the specific matter, non-compliance  or  breach  in
respect of which it is given and shall not apply to any subsequent or
other matter, non-compliance or breach.

2.7  This Agreement shall be binding upon and enure to the benefit of
the parties and their respective successors and permitted assigns.

2.8   Each  party agrees to execute such deeds and documents  and  do
such further acts and things as shall be necessary to give effect  to
this Agreement.

2.9   In  this Agreement, covenants, conditions or agreements on  the
part of the Explorers apply to them jointly and severally.

2.10  If any court or other competent authority declares, or  if  any
statute or regulation renders any part of this Agreement ineffective,
void,  voidable,  illegal or unenforceable  or  if  by  reason  of  a
declaration by any Court or other competent authority or any  statute
or  regulation  this  Agreement would, if any part  hereof  were  not
omitted   herefrom,  be  ineffective,  void,  voidable,  illegal   or
unenforceable then:
7 -


2.10.1     that  part  shall,  without  in  any  way  affecting   the
effectiveness, validity,
legality  or  enforceability of the remainder of this  Agreement,  be
severable herefrom and this Agreement shall be read and construed and
take  effect  for  all purposes as if that part  were  not  contained
herein; and

2.10.2     the  parties shall attempt to renegotiate, in good  faith,
that part.

3.  CONSENT

Subject to the provisions of this Agreement and in particular  Clause
4  hereof, AP hereby grants its permission pursuant to Section 20  of
the  Act to the Explorers carrying out Petroleum Operations under and
in  accordance  with this Agreement upon that part of  the  AP  Lands
situate in the Licence Area.

4.   CONDITION PRECEDENT

4.1  Subject to Clause 4.2 hereof this Agreement:

4.1.1    is conditional upon the grant by the Minister of the PEL  to
the  Explorers within six months after the date of this Agreement  or
such later date as the parties agree in writing; and

4.1.2     has  no  force and effect if the condition referred  to  in
Clause 4.1.1 is not

satisfied.

4.2   Notwithstanding Clause 4.1, this Clause and Clauses 29  and  31
shall be operative upon and from the date of this Agreement.

4.3   If  the condition referred to in Clause 4.1.1 is not  satisfied
AP's  consent  to the grant of the PEL shall be deemed to  have  been
withdrawn and never to have been given.




942031\AA0016.ASD

8 -


5.  INITIAL SURVEY OF LICENCE AREA BY EXPLORERS

5.1  It  is  acknowledged between the parties that  at  the  date  of
execution  of this Agreement the Explorers have not been afforded  an
opportunity to enter upon AP Lands for the purposes of undertaking an
initial survey ("the Survey") of the Licence Area.

5.2  Notwithstanding  the provisions of this  Agreement  relating  to
screening and clearing of Operational Areas, AP acknowledges that, in
order  to  efficiently carry out the purposes of this  Agreement,  it
will  be  necessary for the Explorers to enter onto the AP  Lands  to
undertake a detailed Survey of the Licence Area and the parties agree
that the conditions contained in Clause 12 hereof do not apply to the
Survey.

5.3  Within twenty one days of the acceptance by the Explorers of the
grant  of  the PEL, the Explorers shall, pursuant to this  Clause  5,
provide AP with sufficient details of the proposed Survey to allow AP
to  determine  whether  a Scouting Team or Liaison  Officer  will  be
required in order for the Explorers to carry out any part or parts of
the Survey.

6.   CONSIDERATION GIVEN BY THE EXPLORERS

6.1   In  consideration for the permission hereby granted  by  AP  in
respect  of  the carrying out of Petroleum Operations in the  Licence
Area, the Explorers hereby covenant that:

6.1.1      in  the  event of an offer being made by the  Minister  to
grant  a  PEL over the Licence Area subject to reasonable conditions,
acceptable to the Explorers, they will accept such offer and take  up
and hold such PEL; and subject thereto;

6.1.2      the Explorers shall grant to AP such rights and privileges
as set out in this Agreement; and


942031\AA0016.ASD

9 -


6.1.3    subject to compliance on the part of AP with its obligations
hereunder,
the Explorers will comply with the terms and conditions on their part
herein  contained  and shall make payments to AP of  the  amounts  to
which AP is entitled from time to time as provided in this Agreement;

6.1.4    subject to Clause 6.1.3 the Explorers shall make payments to
AP  in  relation to Petroleum Operations carried out pursuant to  the
PEL in accordance with Schedule 4 hereto;

6.1.5     subject  to  Clause 6.1.3 where a PPL is  applied  for  and
granted under Clause 26 herein, the Explorers shall make payments  to
AP  in  relation to Petroleum Operations carried out pursuant to  the
PPL in accordance with Schedule 5 hereto.

7.  NOTIFICATION OF OPERATIONS

7.1 Subject to the provisions of Clause 12. 1 0 hereof, the Explorers
shall  provide  AP  at  least  one  month  in  advance  of  Petroleum
Operations  being  conducted in the Operational Area  particulars  in
writing  of the following parts of the proposed operational  program,
namely:-

7.1.1   the proposed location of seismic lines and access roads;

7.1.2   the proposed approximate location of Work Sites;

7.1.3     the  proposed  method  of  seismic  operations  and   other
consequential operations, including exploration drilling and  testing
and  the  proposed  use  of seismic lines and access  roads  in  such
operations;

7.1.4   the major items of equipment proposed to be used;

7.1.5   the proposed method of disposal of any waste material arising
out of
Petroleum Operations;



942031\AA0016.ASD

10-

7.1.6     the proposed method of minimising environmental disturbance
or pollution, including oil spills and blowouts;

7.1.7     the proposed site and nature of any buildings or structures
(including pipelines and associated facilities); and

7.1.8     any other aspect of the operational program which is likely
to  have adverse impact upon or cause substantial disturbance to  any
part  of  the AP Lands or the Pitjantjatjara people or their  way  of
life.

7.2  If  AP is not reasonably satisfied with the particulars  of  the
Petroleum  Operations given pursuant to Clause 7.1  hereof,  AP  may,
prior  to  the proposed commencement of Petroleum Operations  request
the  Explorers  to provide, and the Explorers shall provide,  further
particulars  of  such proposed operations insofar as the  particulars
relate to the impact upon or disturbance to any part of the AP  Lands
or the Pitjantjatjara people or their ways of life.

7.3  The  Explorers shall also give notice to AP if the Explorers  at
any time propose to implement a
substantial change in the existing method of Petroleum Operations.

7.4  In the event that AP has a specific objection to any part of the
particulars  of  the Petroleum Operations supplied by  the  Explorers
under  clause  7.1,  or to any substantial change  therein  of  which
notice has been given under Clause 7.3, AP shall refer such objection
to  the Advisory Committee within thirty days of being supplied  with
such particulars or given such notice, and that part of the existing,
intensified  or  changed operational program to  which  objection  is
taken  shall  not commence until the Advisory Committee  has  reached
unanimous  agreement.  Objection may only be taken where  the  matter
objected  to  is  likely  to have an adverse  impact  upon  or  cause
substantial  disturbance  to  any  part  of  the  AP  Lands  or   the
Pitjantjatjara  people or their ways of life.  If  no  such  specific
objection  is raised within the said thirty day period, AP  shall  be
deemed  to  have  consented  to  the proposed  Petroleum  Operations,
subject to Clause 12 and other relevant provisions of this Agreement.
942031\AA0016.ASD
8.   LAND ENTRY AND OCCUPATION

8.1   Upon the granting to the Explorers of a PEL in respect  to  the
Licence  Area,  and  until  the termination  of  this  Agreement  or,
(subject  to  Clause  24 hereof earlier cessation  or  completion  of
Petroleum   Operations,  the  Explorers,  their   contractors,   sub-
contractors,  employees, agents and visitors shall  be  permitted  in
accordance with the terms and conditions of this Agreement to:

8.1.1     enter upon that part of the AP Lands situate in the Licence
Area  at all times and commence and proceed with Petroleum Operations
necessary  to enable them to carry out their duties in a satisfactory
and efficient manner;

8.1.2    construct necessary access roads across AP Lands adjacent to
the Licence Area so as to gain access to the Licence Area; and

8.1.3      use  and  draw  water  from  agreed  sources  and  failing
agreement, as determined by the Advisory Committee pursuant to Clause
14.

8.2   AP  or  any  member or any authorized agent  of  AP  possessing
written  authority for such purposes from AP may specify in  writing,
upon reasonable grounds, that a person or class of persons may not be
permitted  access to the Licence Area and the Explorers shall  ensure
that,  as  far  as  is possible within their power,  such  person  or
persons shall not enter upon the Licence Area.

9.   IDENTIFICATION

9.1   The  Explorers  shall cause the Explorers,  their  contractors,
employees,  agents  and visitors to be issued with an  identification
card  or permit in a form approved by AP which approval will  not  be
withheld unreasonably, containing such reasonable conditions  as  are
specified by AP.  It will be the duty of the Explorers to ensure that
all  people who are engaged directly or indirectly by it and involved
in  work  in the Licence Area obtain and carry such an identification
card or permit.

942031\AA0016.ASD

12 -

9.2   AP,  or  any member or any authorized member of  AP  possessing
written  authority for such purposes from AP, shall  be  entitled  to
request  any  person  found upon AP Lands  to  produce  the  approved
identification card or permit.

9.3   If  a person is not able to produce the approved identification
card  or  permit  or  is otherwise unable to satisfy  AP  or  a  duly
authorized member of AP as to the legality of his or her presence  on
the AP Lands, AP shall be entitled to cause such person to be removed
therefrom.

9.4   The Explorers shall inform all of their contractors, employees,
agents  and  visitors, of the obligation upon them to  remain  within
seismic  line access corridors or Work Sites which have been screened
and  cleared  in accordance with clause 12 of this Agreement  and  to
comply  with those conditions consistent with this Agreement and  set
out on the identification cards or permits.

9.5  The  Explorers  shall  supply to AP  weekly  or  at  such  other
intervals  as  the parties may agree a list of all persons  who  have
been  issued with identification cards or permits, or have had  their
identification  cards  or permits canceled and other  details  agreed
from time to time.

10. PETROLEUM OPERATIONS

The Explorers shall at all times upon the Licence Area:

10.1      comply  with the provisions of the Petroleum  Act  and  the
licences granted to them thereunder;

10.2     conduct themselves in accordance with good and accepted  oil
field practice;

10.3       ensure  that  their  Petroleum  Operations  cause  minimum
disturbance to the AP Lands, the Pitjantjatjara people and their ways
of life;

10.4     use good and accepted oil field practice to avoid oil spills
or blowouts.


942031\AA0016.ASD
13 -

11. SCOUTING TEAM

AP,  in  consultation  with  the Explorers,  shall  arrange  for  the
formation  of  one or more Scouting Teams which shall be  constituted
and remunerated in accordance with the provisions set out in Schedule
3 hereof and shall undertake the duties of screening and clearance as
set out in Clause 12 hereof.

12. SCREENING AND CLEARANCE

12.1     The parties acknowledge that this Agreement is made for  the
purpose,   inter  alia,  of  providing  a  workable   and   effective
arrangement to avoid disputes and differences in relation to Areas of
Significance.

12.2      In  order  to protect Areas of Significance, the  Explorers
shall  with  the  particulars supplied or in the notice  given  under
Clause 7 hereof, request clearance from AP before proceeding with any
land  based  Petroleum  Operations in an  Operational  Area  or  part
thereof  which  has  not  already been screened  and  cleared  by  AP
pursuant to this Agreement or pursuant to any prior agreement entered
into between AP and a third party.

12.3      Subject  to  Clause  12.4, upon receipt  of  the  aforesaid
particulars  or notice, AP shall, in conjunction with  the  Explorers
undertake at the expense of the Explorers and in accordance with this
Agreement, the Organization and implementation of a screening program
by the Scouting Team of the Operational Area or part thereof referred
to   in  the  aforesaid  particulars  or  notice  ("the  Area  to  be
Screened").

12.4     Where AP receives a request for clearance pursuant to Clause
7 or this Clause 12 in respect of an Operational Area or part thereof
and  the  Operational Area or part thereof has been  the  subject  of
prior  screening  and  clearance in accordance  with  the  terms  and
conditions of any prior agreement entered into between AP and a third
party  pursuant to section 20 of the Petroleum Act or  in  accordance
with the terms and conditions of the Agreement dated 19 December 1992
between  AP  and the Minister of Mineral Resources, the AP  shall  by
notice

942031\AA0016.ASD

14 -
in  writing,  within  two  (2) weeks of the  request  so  notify  the
Explorers  and such Operational Area or part thereof shall be  deemed
to have been screened and cleared in accordance with the requirements
of this Agreement.

12.5 Subject to religious and/or ceremonial obligations of members of
AP, the tasks of the Scouting Team shall be to:

12.5.1     determine whether proposed seismic lines, access roads  or
Work Sites are likely to be in Areas of Significance;

12.5.2     give  advance  warning  to the  Explorers'  representative
attached  to  the Scouting Team to enable any representative  of  the
Explorers to relocate parts of seismic lines, access roads,  or  Work
Sites in order to avoid Areas of Significance;

12.5.3    show reasonable diligence in preparing for and carrying out
such  work,  while the Explorers meet their obligations  pursuant  to
this Agreement;

12.5.4    make every reasonable endeavor to proceed with its work  at
a  rate  that will avoid any standby of the line clearing and seismic
operations.

12.6  The  representative of the Explorers attached to  the  Scouting
Team  shall  be  responsible for marking the track  of  the  proposed
seismic  lines, access roads and Work Sites and for relocating  these
where  there is a likelihood of Areas of Significance being disturbed
by the Petroleum Operations.  The male anthropologist appointed by AP
shall   be  responsible  for  co-ordination  of  the  Scouting   Team
operations.

12.7  AP  shall  ensure that any Traditional Owners accompanying  the
Scouting  Team  shall have knowledge of the Area to be  Screened  and
shall have sole responsibility on behalf of AP in determining whether
there  are  any Areas of Significance within the Area to be  Screened
and  the  Explorers  shall ensure that the Area  to  be  Screened  is
appropriately flagged, including the track of seismic line or  access
road and the perimeter of a Work Site.
94;!031\AA0016.ASD
15 -


12.8 The Scouting Team and the Explorers will discuss the methods  by
which the

Explorers may proceed with Petroleum Operations without entering  any
Areas of Significance.

12.9  In  the  event  that it is necessary to  deviate  any  proposed
seismic line or access road, such deviation shall be made as small as
possible  and  any  deviated line or road will  be  returned  to  the
original planned line or road as soon as practicable, bearing in mind
the  proximity of any Areas of Significance and the need to  minimize
unduly  sharp  line deflections.  In the event that relocation  of  a
proposed drill site for an exploration appraisal or development  well
is being considered, any movement of the proposed drill site shall be
minimized so far as possible.

12.10       In  the  event  that the Explorers  wish  to  make  minor
modifications  or additions to any part of the program  of  Petroleum
Operations an existing cleared seismic line or access road, or to use
any existing water source, the Explorers shall immediately notify  AP
accordingly and request that the Scouting Team screens such  proposed
modifications,  additions, Work Site or water  source  in  accordance
with the provisions of this Agreement.  In such case AP shall as soon
as  possible and in any event not later than seven days after receipt
of  such  request,  either notify the Explorers  in  writing  of  its
consent  to such modifications, additions, Work Site or water source,
or  ensure the commencement by the Scouting Team of the screening  of
those areas as requested by the Explorers, or refer such notification
to the Advisory Committee for its determination and advice.

12.11       The Explorers shall follow the flagged seismic lines  and
access  roads as closely as practicable but in any event shall remain
within  the Seismic line/access road corridors.  Any deviation beyond
the  Seismic  line/  access road corridor  shall  require  a  further
scouting exercise.

12.12      Upon screening and clearance of an Operational Area or any
part thereof by the Scouting Team, the Explorers shall be entitled to
commence  Petroleum Operations without being required to  obtain  any
further clearance except as

94',!031\AA0016.ASD

16 -

otherwise provided in Clauses 12.10. Where an Operational Area or any
part thereof has been screened and cleared subject to compliance with
conditions  (if  any) specified by the Scouting Team,  the  Explorers
shall  conduct  Petroleum Operations thereon only in accordance  with
such conditions.

12.13  A representative of the Explorers shall accompany the Scouting
Team at all times during its scouting tours and within seven days  of
the completion of each scouting tour, AP will notify the Explorers in
writing of the Scouting Team's decisions concerning the acceptability
of  proposed locations of the Explorers' seismic lines, access  roads
and   Work  Sites.   Such  notification  will  specify  the  proposed
locations  which  have  been screened and  cleared  for  use  by  the
Explorers and the conditions (if any) attached to that use.

12.14  The  Explorers  shall  be  absolutely  entitled  to  rely   on
clearances  notified  by AP pursuant to Clause  12.13  and  Petroleum
Operations  conducted in accordance with such clearances as  notified
by  AP  shall  foreclose  any  future  claims  that  such  operations
interfered with any Area of Significance.

12.15  Neither AP nor any member of the Scouting Team or Teams  shall
be required to disclose to the Explorers or the Operator the location
of,  or  any  cultural  information  in  relation  to  any  area   of
significance.

12.16   During  the  term  of  this  Agreement  and  while  Petroleum
Operations are conducted within the Licence Area, the Explorers shall
engage the services of a Liaison Officer as needed to be nominated by
AP whose duties and functions shall include:

12.16.1          lialising between AP and the Traditional Owners  and
the  Explorers with respect to such matters as the parties  may  from
time to time, agree;

12.16.2          coordinating those Traditional Owners from  time  to
time forming part of the Scouting Team; and


94,?031\AA0016.ASD
17 -


12.16.3     liaising with the Explorers during tours by the  Scouting
Team.

12.17     The costs and expenses of employment of the Liaison Officer
and  the  reasonable expenses incurred by him or her in carrying  out
his or her duties shall be at the expense of the Explorers.

12.18      The  parties  acknowledge that  there  is  no  contractual
relationship of any sort whatsoever as between the Explorers and  any
person  employed or engaged by AP to form part of any Scouting  Team,
and  that nothing contained in this Agreement will be interpreted  or
deemed  to  constitute any employment or contractual relationship  as
between  such  persons and the Explorers.  AP will ensure  compliance
with  the  Workers  Rehabilitation and  Compensation  Act  1986,  the
Occupational  Health,  Safety and Welfare Act 1986,  the  Income  Tax
Assessment Act 1936 (Cwth) and any other legislation relevant to  the
terms  or  basis upon which AP engages or retains any person pursuant
to this Agreement.

13. EFFECT OF OPERATIONS ON THE ENVIRONMENT

13.1      The  parties  acknowledge that a further  purpose  of  this
Agreement is to:

13.1.1   provide a workable and effective arrangement to minimize the
physical,  ecological  and  social effects  of  Petroleum  Operations
conducted by the Explorers in Operational Areas from time to time;

13.1.2    provide that all reasonable steps are taken to  ensure  the
most  effective regeneration of the Operational Areas and  any  other
parts of the AP Land affected by Petroleum Operations; and

13.1.3    ensure  observance  of  all  governmental  requirements  in
relation to the environment.





94:2031\AA0016.ASD

18 -

13.2      In  order to achieve the objects stated in Clause 13.1  the
Explorers  undertake to comply with the requirements of the Petroleum
Act and in particular to comply with Regulation 16 of the regulations
made thereunder.

14. ADVISORY COMMITTEE

14.1     In order to provide for the smooth working of this Agreement
and  the  continuous co-operation of the parties hereto, the  parties
agree  to  form  an  Advisory Committee, consisting  of  two  members
appointed  by the Explorers and two members appointed  by  AP.   Each
member  shall have the right to appoint a proxy to attend on  his  or
her  behalf and to invite a reasonable number of nonmembers to attend
committee meetings having regard to the matters under discussion.

14.2     The Advisory Committee shall meet on a regular basis and  in
any  event  whenever any member of either party requests a  Committee
meeting  on  twenty  one days notice (or such  other  period  as  the
members  may agree) to be given, together with details of  agenda  to
the members of the Committee.

14.3      The  Committee shall meet at such place and  in  accordance
with  such  procedure as the Committee shall determine from  time  to
time  and shall keep minutes which shall be supplied to the Explorers
and AP.

14.4      Unless  otherwise specified, the majority decision  of  the
Advisory  Committee shall be the determination of the Committee.   In
the  event of a deadlock the matter will be resolved as a dispute  in
accordance with Clause 36 and the decision of the arbitrator pursuant
to   Clause  36  shall  become  the  determination  of  the  Advisory
Committee.

14.5      The Explorers shall observe and act in accordance with  the
decisions of the

Advisory Committee determined in accordance with this Clause 14.







94:2031\AA0016.ASD

19 -


14.6  Costs  and  expenses incurred by the parties  relating  to  the
attendance of their
respective  members  at  meetings of the  Committee  shall  be  borne
equally  between  the  parties  unless otherwise  determined  by  the
Committee.

14.7 The functions of the Advisory Committee shall include:-

14.7.1      maintaining liaison between the Explorers and  the  local
Pitjantjatjara people;

14.7.2      reviewing the working of this Agreement and the  progress
of Petroleum Operations hereunder;

14.7.3     making determinations under Clause 12. 1 0 hereof;

14.7.4      receiving and hearing any specific objection or complaint
relating to any part of the Petroleum Operations;

14.7.5     making recommendations to the Explorers in relation to the
employment  and  appropriate training of  Pitjantjatjara  people  and
other  people entering the Operational Areas for the purposes of  the
Petroleum Operations, and in particular, using its best endeavors  to
ensure  that no incidents occur which degrade, prejudice or  besmirch
the  customs,  lifestyle,  race or character  of  the  Pitjantjatjara
people.

14.8  The  parties agree that they will at all times use  their  best
endeavors to carry

out the provisions of this Agreement so that Petroleum Operations may
be  conducted efficiently and with adequate regard to the aspirations
and  welfare  of the Pitjantjatjara people affected by the  Petroleum
Operations.

14.9  The  Explorers shall use their best endeavors  in  consultation
with  AP to promote the training referred to in Clause 14.7.5 and  to
utilize the services of Pitjantjatjara people in connection with  the
Petroleum Operations.




94:2031\AA0016.ASD

20 -


15. CONTROL OF LIQUOR

15.1      The  Explorers note that it is an offense  for  any  person
while  on any part of the AP Lands to bring, be in possession  of  or
consume  any liquor or to give, sell or otherwise provide  or  supply
any liquor to any other person.

15.2      The  Explorers  shall  take all steps  practicable  in  the
circumstances  to  bring  the  above  mentioned  prohibition  to  the
attention of all their contractors, employees, agents and visitors.

16. REMOVAL OF EMPLOYEES

16.1      Unless  AP otherwise agrees, the Explorers shall  take  all
reasonable steps to ensure immediate removal from the Licence Area or
other AP Lands of any contractor, employee, agent, or visitor of  any
of the Explorers, who:

16.1.1    has  recklessly or willfully trespassed on or  in  any  way
interfered with any Area of Significance;

16.1.2    has  recklessly  or  willfully moved  outside  any  Seismic
line/access road corridor or Work Site;

16.1.3    has  violated  any  of  the  conditions  set  out  on   the
contractors  employee's, agent's or visitors identification  card  or
permit;

16.1.4   has brought onto or been in possession of or consumed liquor
on  the AP Lands, has acted in a drunken or disorderly manner on  the
AP  Lands,  or  has, on or outside the AP Lands, supplied  liquor  to
residents of the AP Lands otherwise than for consumption on  licensed
premises outside the AP Lands;

16.1.5    has  behaved  in  a  manner  demonstrating  disrespect  for
Pitjantjatjara culture and tradition or in a manner offensive to  the
Pitjantjatjara people,


942031\AA0016.ASD

21

in circumstances in which the person knew or ought reasonably to have
known such behavior to be disrespectful or offensive.
16.2  In  the event of a dispute between AP and the Explorers  as  to
whether a person

has  acted in a manner justifying removal from the Licence  Area  the
matter shall be referred to the Advisory Committee for determination.

17. INSTRUCTION IN ABORIGINAL CULTURE


17.1     The Explorers shall promote among non-Aborigines employed in
Petroleum

Operations, a knowledge, understanding and respect for the tradition,
language and culture of the Pitjantjatjara people.

17.2 The Explorers shall ensure that:

17.2.1     all  non-Aboriginal  employees  and  personnel  are  given
appropriate  instruction  on  aspects of  Pitjantjatjara  traditions,
history and culture by way of background and orientation;

17.2.2    all "on-site" supervisory staff are given an initial course
and  periodic refresher courses of a more comprehensive and  advanced
nature than the instructions envisaged in Clause 17.2.1 above.

17.3  The Explorers shall consult and have regard to the views of  AP
in  relation  to the formulation and presentation of the  instruction
and  courses  referred to in Clause 17.2 hereof.  AP shall,  whenever
requested  by the Explorers to do so, give all reasonable  assistance
to  the  Explorers in attaining the objectives of this Clause 17  and
shall  be  reimbursed  by the Explorers for all  reasonable  expenses
incurred by it in so doing.








942031\AA0016.ASD

18.  INSPECTION

18.1  The  Explorers  shall, subject to AP  giving  reasonable  prior
notice to the Explorers, permit AP or its agents at reasonable  times
to  inspect  any aspect of the Petroleum Operations which  affect  an
Operational  Area or any part of it, and take all such steps  as  are
reasonably  necessary in order to establish whether  such  operations
are  being carried out in accordance with the Agreement PROVIDED THAT
AP  or  its  agents  shall observe all reasonable directions  of  the
Explorers  with  respect to health and safety whilst in  the  Licence
Area.

18.2  All  information obtained by AP pursuant to this Clause  shall,
unless  disclosed with the consent of the Explorers, be  confidential
while  the  Licence  Area or any part thereof  to  which  it  relates
remains under the PEL held by the Explorers and then for a period  of
two  years following the cessation of Petroleum Operations or for  so
long  as the Explorers are entitled to enter upon or occupy any  part
of  the Licence Area, whether pursuant to this Agreement, the PEL  or
any subsequent PPL, whichever is the later.

18.3  Subject  to prior notice being given by AP where the  Explorers
are  required  to  make any payments to AP under this  Agreement  the
Explorers shall permit an independent auditor appointed by AP at  all
reasonable  times and places to inspect and take extracts and  copies
from  the  books,  accounts,  financial  and  other  records  of  the
Explorers relating to the payments and the basis thereof.  All  costs
in  respect  of  such  audit  shall, subject  to  certain  provisions
contained in Schedule 5 hereto, be to the account of AP.  The parties
shall  take  all  reasonable  steps to ensure  that  any  information
obtained  by  an  auditor  under  this  Clause  18.3,  shall   remain
confidential.








942031\AA0016.ASD
23 -


19. EXCHANGE OF INFORMATION

19.1       The  Explorers  shall  provide  AP  with  copies  of  such
information,  data,  reports  and applications  to  any  governmental
authority  or authorization received from any governmental  authority
in   relation  to  the  Petroleum  Operations,  as  may  affect   the
Traditional  Owners or as may be required by AP to  property  fulfill
its  obligations  under  this Agreement  subject  to  Clause  27  and
Schedule 6 herein.  Provided that the Explorers shall not be required
to  provide  AP  with  geological, geophysical and  engineering  data
generated in respect of the Petroleum Operations.

19.2      AP shall provide the Explorers with such information,  data
and  reports  relating to the existence and position  of  Operational
Areas or part thereof that have been screened and cleared pursuant to
any prior agreement with any third party.

19.3     The information referred to in this Clause, unless disclosed
with the consent of the Explorers or AP as the case may be, shall  be
confidential while the Licence Area or any part thereof to which such
information relates remains under the PEL or subsequent PPL  held  by
the  Explorers  and  then  for a period of two  years  following  the
cessation of Petroleum Operations or for so long as the Explorers are
entitled  to  enter  upon or occupy any part  of  the  Licence  Area,
whether  pursuant to this Agreement, the PEL or any  subsequent  PPL,
whichever is the later.

20.  EXPLORERS COVENANTS

The Explorers covenant with AP that in connection with the conduct of
Petroleum Operations by them on the Licence Area they shall:

20.1 keep each Work Site to the minimum area considered necessary  to
conduct efficient Petroleum Operations;

20.2  take all proper precautions to reduce fire risk on the  Licence
Area;
942031\AA0016.ASD
24 -


20.3 not make any break in any of AP's fences without either promptly
installing an

adequate gate or making good the break;

20.4  ensure  all  well sites are capped or sufficiently  fenced  off
after drilling so as to

prevent injury to persons or stock.


21. AP COVENANTS


21.1      AP  covenants with the Explorers and each of them  that  AP
shall:

21.1.1
notinterferewiththeconductofPetroleum0perationsupontheLicence    Area
except  in  accordance  with this Agreement or  any  other  agreement
between the parties;

21.1.2     not  lodge or make any objections to the granting  to  the
Explorers  of the PEL for which the Explorers have applied under  the
Petroleum  Act  in respect of the Licence Area, or,  subject  to  the
Explorers complying with this Agreement, to the granting to  them  of
any renewal or extension thereof or of a PPL.

21.2  AP further covenants that it has made a full and proper  search
for  the  Traditional  Owners  of  the  Licence  Area  and  that   in
negotiating  and entering into this Agreement it has  complied  fully
with  its  obligations under the Act to act in the interests  and  on
behalf  of  all  the  Traditional Owners  of  the  Licence  Area  and
acknowledges  that the Explorers have entered into this Agreement  on
that basis and hereby indemnifies and keeps indemnified the Explorers
in  respect  of  any loss, damage or delay occasioned by  any  future
claim made, pursuant to the Native Titles Act 1993 (Cwth), and/or the
Native  Title  (South Australia) Act 1994 by a third party  or  third
parties in respect of the Licence Area.







942031\AA0016.ASD
25 -


22.  RIGHTS OF TRADITIONAL OWNERS


22.1  The Explorers acknowledge that the members of AP have the right
except
where  their presence may cause danger to health and safety, or where
their  presence may interfere with the conduct of efficient Petroleum
Operations:

22.1.1     to  move freely throughout the Operational Areas including
all roads thereon;


22.1.2    to establish residence within reasonable proximity to other
residences  in any place in the Operational Areas where other  people
reside;

22.1.3     to  pursue  customary and traditional  activities  in  the
Operational Areas.

22.2  AP,  its members and agents shall be permitted the use  of  all
roads  constructed  for the purpose of Petroleum Operations  provided
such  use  does not interfere with the conduct of efficient Petroleum
Operations.

22.3 The use of roads in accordance with this clause shall be subject
to  reasonable control by the Explorers for the purpose of safety and
to  priority  of use by the Explorers for the purposes  of  Petroleum
Operations.

23.  RIGHTS OF EXPLORERS

Subject  to  this  Agreement the Explorers shall have  the  right  to
conduct  Petroleum Operations in the Licence Area in accordance  with
the terms of this Agreement freely and in an efficient manner without
disturbance  or  interruption from AP, in order  to  discharge  their
legal  obligations and duties in respect thereof, in particular under
the  Petroleum  Act  and  the Licence and any  other  legislative  or
administrative requirements relating to the carrying out of Petroleum
Operations.






942031\AA0016.ASD
26 -


24.  REVERSION OF INFRASTRUCTURE

24.1  Within the period of twelve calendar months, or such other time
as may be agreed between the parties, after of the Explorers cease to
have  any  right to conduct operations pursuant to the PEL under  the
Petroleum  Act in the Licence Area, and they hold no other  tenements
under  the  Petroleum  Act in the Licence Area  the  Explorers  shall
remove  from  the  Licence  Area  all  infrastructure  or  facilities
constructed  for  the  purposes of Petroleum  Operations,  which  are
capable  of  removal  other than those which  AP  agrees  may  remain
thereon.

24.2   In  the  event  that  AP  agrees  that  any  or  all  of   the
infrastructure or facilities are to remain, the Explorers  shall  not
be   liable   for  any  state  or  condition  of  repair   for   such
infrastructure or facilities not removed from the Licence Area and AP
hereby waives and releases the Explorers from any claim demands costs
or  expenses made or incurred by AP in respect of such infrastructure
or  facilities  and will indemnify the Explorers against  any  claims
demands  suits or proceedings of any third party arising out  of  the
state or condition of repair of such infrastructure or facilities.

24.3 Any infrastructure or facilities AP does not agree should remain
and  are  not  removed by the Explorers within the period  of  twelve
calendar months as aforesaid shall become the property of AP  without
any payment or assumption of any mortgage, lien or charge thereof  on
the  part  of  AP  or any other Pitjantjatjara person association  or
body.

24.4 Upon acquisition by AP of such infrastructure or facilities,  AP
shall  become  responsible  for  the maintenance  thereof  and  shall
maintain  where  necessary, repair and renovate  such  facilities  as
required.   AP may charge persons using facilities a rental  for  the
use thereof.

25.  INDEMNITY

Subject  to  Clause  12.17 herein, AP and its employees,  agents  and
contractors shall be indemnified by the Explorers in respect  of  all
actions, suits, claims, demands, or

94@2031\AA0016.ASD
27 -

costs of third parties arising out of or in connection with any  work
carried  out  by  or  on  behalf of the Explorers  pursuant  to  this
Agreement  or  relating to AP's activities except where such  action,
suit,  claim, demand or cost arises out of the negligence or  willful
act or omission of AP, its employees, agents or contractors.

26.  FIELD DEVELOPMENT AND PRODUCTION

The  parties acknowledge that at any time during or after  completion
of  the  Petroleum  Operations carried out pursuant  to  a  PEL,  the
Explorers  may  wish to apply for a PPL under the  Petroleum  Act  in
respect  of the whole or any part of the Licence Area.  In the  event
of  the  Explorers  so  applying, and a  PPL  being  granted  by  the
Minister, unless the parties otherwise agree, the provisions of  this
Agreement including the Principles of Agreement contained in Schedule
6  shall apply in relation to the conduct of Petroleum Operations  on
the PPL so granted.

27.    PETROLEUM PRODUCTION LICENCE

27.1  Where the Explorers intend to make application for a PPL within
the  Licence Area pursuant to the Petroleum Act, the Explorers  shall
notify  AP of their intention to lodge such application, at least  30
days  prior  to  lodgment with the Minister and shall  at  that  time
provide  to AP technical and financial data as set out in Schedule  6
herein.

27.2  Where  notification is received by AP pursuant to  Clause  27.1
herein  AP  shall,  subject to the terms and conditions  set  out  in
Schedule  6  herein  and  in  particular upon  the  payment  of  past
exploration  expenditure  as provided for  in  that  Schedule  6,  be
entitled  to elect to take up to a maximum 10% participatory interest
in  any Joint Venture in respect of the PEL PROVIDED HOWEVER THAT  if
AP  elects  to take up any participatory interest, that participatory
interest must be not less than 1%.

27.3  Where  the Explorers make application for the grant  of  a  PPL
pursuant  to  the Petroleum Act they shall forward  a  copy  of  that
application and all relevant supporting documentation to  AP  and  AP
shall, to the extent required by the Act

942031\AA0016.ASD

28 -
consent  to  the  grant  of  the  PPL where  the  application  is  in
accordance with the terms contemplated in this Agreement.

27.4  Where the Minister grants to the Explorers a PPL the provisions
of this Agreement mutatis mutandis shall apply in respect of any work
or  activities conducted by the Explorers within the Licence Area for
so  long  as  the PPL shall exist and any obligations on the  parties
pursuant to the Act shall be deemed to have been met.

28.  FORCE MAJEURE

28.1  In  the event that the performance of this Agreement by  either
party  is  prevented or delayed in whole or in part by acts  of  God,
flood,  fire  or  damage  caused  by  lightning,  storm  or  tempest,
unseasonable   rains,   strikes,   lockouts   or   other   industrial
disturbances, dots, blowouts, laws, rules, regulations, or directions
of  a  governing  body  having jurisdiction over  the  Licence  Area,
religious  or other ceremonial activities of members of AP, inability
to  obtain  equipment or material or any other causes  which  by  the
exercise of due diligence that party is unable to prevent or overcome
("force  majeure"),  this Agreement shall nevertheless  continue  and
remain  in  force and effect but that party shall not be  in  default
hereunder  for as long as it continues to be prevented or delayed  as
aforesaid by such force majeure and the time within which such  party
is  required to perform any work to satisfy any obligation  hereunder
shall  be  extended by a period equivalent to that during which  such
prevention or delay continues provided that:

28.1.1  the  cause of the force majeure as far as possible  shall  be
remedied with all reasonable dispatch by such party;

28.1.2     neither  party  shall be required to  settle  any  strike,
lockout,  or other industrial disturbance on terms that it  does  not
regard as satisfactory.




942031\AA0016.ASD
29 -


28.2  The  party affected by any event of force majeure as  aforesaid
shall forthwith
give  notice in writing thereof to the other party of the  occurrence
of such event and the cessation thereof.

29,     ASSIGNMENT

29.1  Except  as otherwise provided in this Clause 29, the  Explorers
shall not transfer the whole or any part of its interests, rights  or
obligations under this Agreement.

29.2  The  Explorers  may transfer the whole or  any  part  of  their
interests, rights or obligations under this Agreement subject to  the
conditions  hereinafter  specified, to  any  financially  responsible
person or persons or corporation (having regard to the extent of  the
financial  obligations  to  be assumed by  the  proposed  transferee)
selected by the Explorers.  The conditions of such transfer are:

29.2.1    AP has given its consent in writing to such transfer, which
consent  shall  not be unreasonably withheld, and  if  there  are  no
grounds  for  reasonably withholding such consent, then such  consent
shall be given as expeditiously as possible and in any event not more
than  30 days from the date of notification of the proposed transfer.
If  AP withholds its consent, such withholding must be accompanied by
a  written  notice  stating in detail the reasons therefor  and  such
notice  shall be given as expeditiously as possible and in any  event
not  more  than 30 days from the date of notification of the proposed
transfer;

29.2.2     the proposed transferee shall execute in favour of  AP  an
agreement of covenant undertaking to observe and comply with all  the
obligations of the Explorer to this agreement.

30.  OPERATIONS

30.1  For  the  purposes  of fulfilling their obligations  under  the
Licence, the Explorers may exercise all their rights and perform  all
their  obligations  under this Agreement through  an  Operator.   The
Explorers may from time to time request

94@2031\kAO016.ASD

30 -

the  approval  of  AP  to the appointment of  an  Operator  and  such
approval  shall  not be unreasonably withheld.  AP shall  notify  its
approval or disapproval of such an Operator within 28 days of receipt
of  such request (and no such appointment shall take place until such
approval  is given).  AP shall be entitled to deal with the  Operator
as though AP were dealing with the Explorers.
30.2      AP  shall  be  entitled  to  select  and  engage  all  such
employees,  agents and independent contractors as are  necessary  and
desirable for the carrying out of any or all of its obligations under
this Agreement

31. CONFIDENTIAL INFORMATION

31.1      Neither  AP nor the Explorers shall advertise,  publish  or
release to anyone other than a party any information concerning  this
Agreement or any matter or thing done or required to be done pursuant
thereto.  All information supplied pursuant to this Agreement by  one
party  to  this  Agreement  to  the other  party  to  this  Agreement
(including  all information relating to Areas of Significance)  shall
be confidential and shall not be released by either party without the
other party's written consent PROVIDED HOWEVER THAT:

31.  1.1 the Explorers shall be free to make -such reports as may  be
required  either by the rules of any Stock Exchange in  Australia  or
elsewhere on which the shares of such Explorer are listed or  by  the
laws  and regulations of any government or governmental agency having
jurisdiction over such matter or Explorer;

31.1.2     the   Explorers  may  disclose  such  information   except
information  identifying Areas of Significance to a  third  party  in
connection  with bona fide discussions regarding a proposed  sale  of
all  or part of such Explorers' interest in the Licence to that third
party or when necessary in connection with efforts to obtain funds to
carry  out  such Explorers' responsibilities hereunder but  all  such
disclosures shall be made on a confidential basis; and


942031\AA0016.ASD

31 -

31.1.3    AP or the Explorers may disclose such information to any of
its  bona  fide consultants subject to their agreeing to be bound  by
the provisions of this Clause 31.

32. TERMINATION

32.1      AP  may terminate this Agreement by giving to the Explorers
three months notice in writing only on the following conditions:

32.1.1    in the event that the Explorers fail to pay any monies  due
to  AP and such default continues for more than 30 days after receipt
of  notice  of failure to pay, except in the case where a  bona  fide
dispute as to the liability or amount of monies payable has arisen;

32.1.2    if the Explorers are in breach of any term or condition  of
this Agreement and, if such breach is capable of being remedied, fail
to  remedy  or  commence to remedy such breach within 30  days  after
receipt of notice given by AP in writing of such breach.

32.2  It  is  specifically agreed and understood that this  Agreement
shall not terminate

because  of  any change or reduction of AP,s entitlements to  payment
under  any PEL or PPL covering the Licence Area or any part  thereof,
so long as the Explorers are in compliance with the terms hereof.

33.  TERMINATION OF ACTIVITIES

33.1  The  Explorers  shall notify the AP  one  month  prior  to  any
surrender of the PEL (or PPL) pursuant to the Petroleum Act.

33.2  A surrender under Clause 33.1 is effective on and from the date
the PEL (or PPL) is effectively surrendered pursuant to the Petroleum
Act.





942031\AA0016.ASD

32 -

33.3 In the event of such surrender by the Explorers, the consent  of
AP  to  the grant of the PEL (or PPL) shall be deemed to be withdrawn
and to be of no effect as of the effective date of surrender.

33.4  The Explorers shall cease Petroleum Operations immediately  the
PEL  (or  PPL)  expires  or  is surrendered,  withdrawn,  revoked  or
canceled.

33.5 Upon the surrender withdrawal revocation or cancellation of  the
PEL (or the PPL) as the case may be:

33.5.1      the Explorers shall pay to AP all monies then payable  or
accrued which are due to it pursuant to this Agreement;

33.5.2      except to the extent that entry or occupation is required
for  the  purposes  of  Clause  24 the  Explorers,  their  employees,
servants, agents contractors and/or sub-contractors shall immediately
and permanently leave the Licence Area; and

33.5.3      each  party  shall remain liable to the  other  party  in
respect of any liability it has to the other as a consequence of  any
prior breach of this Agreement;

33.5.4      nothing in this Agreement shall be construed as  imposing
an obligation on the Explorers to carry out or complete the Petroleum
Operations;

33.5.5      except  as  provided in Clause 34  this  Agreement  shall
terminate when the parties have complied with Clause 33, the PEL  (or
PPL)  has  terminated  or has been surrendered,  withdrawn,  revoked,
canceled, as the case may be, whichever occurs earlier;

33.5.6      the  parties obligations under Clauses 13.2,  18.2,  19.3
shall  to  the extent referred to therein survive any termination  of
this Agreement.



94,?031\AA0016.ASD
33 -

34. CONSEQUENCES OF TERMINATION

Upon termination of this Agreement pursuant to Clause 33 hereof:
34.1      the  rights  of the Explorers hereunder,  unless  otherwise
provided  in this Agreement, shall thereupon cease without  prejudice
to any liability in respect of any antecedent breach or default under
this Agreement;

34.2      the Explorers shall, without prejudice to their obligations
under Clauses 13 and

24.1  hereof,  be  relieved of all obligations under  this  Agreement
except  those  obligations which arose prior  to  the  date  of  such
termination.

35.  COSTS AND PAYMENTS

35.1  The Explorers shall not be liable to pay the wages and expenses
of persons employed by AP, to the extent that such wages and expenses
are already funded by a State or Commonwealth Government.

35.2 AP shall prepare and provide to the Explorers on a monthly basis
or at such other times as may be agreed between the parties, detailed
accounts in respect of scouting activities undertaken by the Scouting
Team  at the request of the Explorers in accordance with the schedule
of  fees  set  out in Schedule 3 hereto and, in the  absence  of  any
dispute  as  the amount so claimed by AP, the Explorers shall  within
thirty days of receipt of such invoice, pay to AP the amount claimed.

35.3 The Explorers shall make payment to AP of amounts in respect of:

35.3.1            Exploration   payments  in  accordance   with   the
provisions of Schedule 4 herein;

35.3.2            Compensation  payments  in  accordance   with   the
provisions of Schedule 5 herein;


942031\AA0016.ASD

34 -

35.3.3     Annual  advance  payments  and/or  dividends  payments  in
accordance with the provisions of Schedule 6 herein.

35.4      In  the  event  of a dispute as to the  amount  or  amounts
claimed  or  payable pursuant to Clauses 35.2 and  35.3  herein,  the
matter shall be referred to the Advisory Committee for resolution and
in  the  absence  of  agreement  the matter  shall  be  referred  for
arbitration in accordance with Clause 36 hereof.

36. DISPUTES

36.1      Subject  to  the Act, if any dispute or  difference  arises
between  the  Explorers and AP in connection with this Agreement,  or
the rights, duties or obligations of any party hereunder, the parties
shall  meet  to  discuss the dispute or difference  and  endeavor  to
amicably resolve such dispute or difference by themselves.

36.2      If after discussions the parties are unable to resolve such
dispute  or  difference, the matter shall be referred to arbitration.
The  arbitrator shall be agreed upon between the parties  hereto  and
failing  agreement  within one month of one party  giving  notice  of
intention  to  arbitrate  to the other, shall  be  nominated  by  the
President for the time being of the Law Society of South Australia.

37.  TERM

This Agreement shall commence on the date first appearing herein  and
shall  continue for the duration of any PEL held by the Explorers  in
respect  of the Licence Area or, in the event of application  by  the
Explorers for, and grant to the Explorers of, a PPL or PPLS, for  the
duration  of  the  PPL, PPLs or until terminated in  accordance  with
Clauses 32 and 33 herein.

38.  VARIATION

The  parties  may from time to time by agreement in writing  add  to,
substitute  for,  cancel  or  vary any  of  the  provisions  of  this
Agreement  for  the  purpose  of more efficiently  or  satisfactorily
implementing or facilitating any of the objects of this Agreement.

94:2031\AA0016.ASD

35 -

39. FURTHER ASSURANCE

Each  of the parties hereto will sign, execute, make and do all  such
assurances,  documents,  acts and things  as  may  be  necessary  for
effectually carrying out the terms of this Agreement.
40. NOTICES

Any  notice, request or other demand or writing required or permitted
to  be  given  hereunder may be duly served or at the option  of  the
party giving the notice may be validly and sufficiently given if sent
by telex, telegram, facsimile or post addressed to:

40.1     In the Case of the Explorers to: Messrs. Naylor & Ingram
c/- McDonald & Co
262-266 Pirie Street
PO Box 3216 Rundle Mall
ADELAIDE SA 5000
Fax (08) 223 5290

40.2     In the case of AP to:
Anangu Pitjantjatjara
PO Box 2584
ALICE SPRINGS NT 5750
Fax:     (089) 526 371

41.  APPROVAL AND NOTIFICATION

The  parties agree to notify the Minister of the terms and conditions
of this Agreement forthwith.

WITNESS WHEREOF the parties hereto have set their hands and seals the
day and year first hereinbefore written.


36 -

THE COMMON SEAL of
ANANGU PITJANTJATJARA
was hereunto affixed with the
authority  of  the executive Board in the presence  of  five  members
thereof, who hereby certify that this act is done in conformity  with
a  resolution  of  Anangu Pitiantjatjara and the  provisions  of  the
Pitjantjatjara Land Rights
Act 1981:




SIGNED by the said
JOHN LEONARD NAYLOR
and PAUL BRYAN INGRAM
in the presence of:

/s/ John Leonard Naylor
/s/ Paul Bryan Ingram


Witness

37



Schedule I


Description of the AP Lands as contained in the First Schedule to the
Act:

(a)   The North West Reserve, blocks 915, 948, 953, 964, 1018,  1019,
1031, 1032 and 1217, Out of Hundreds;

(b)  Section 462, Out of Hundreds;

(c)   Pastoral blocks 1033, 1058, 1060 and 1074 and Section 1280, Out
of Hundreds;

(d)  Pastoral blocks 863, 900, 907, 908 and 1165, Out of Hundreds;

(e)  Pastoral blocks 1034 and 1202, Out of Hundreds;
(f)  Pastoral blocks 1036, 1037, 1038 and 1077, Out of Hundreds;
(g)   The land in respect of which partial surrender No. 4603197  and
partial  surrender  No. 4603198 were registered in  the  Register  of
Crown Leases.








38

Schedule 2

Description of Licence Area
All that part of the State of South Australia bounded as follows -

Commencing at a point being the intersection of latitude 27000'S  and
longitude  133000'E  thence  east to  the  eastern  boundary  of  the
Pitjantjatjara  Lands, thence generally southerly and westerly  along
the  boundary of the said Lands to longitude 133000'E, and  north  to
the  point  of commencement, all the within latitudes and  longitudes
being  geodetic  and  expressed in terms of the  Australian  Geodetic
Datum  as  defined on page 4984 of Commonwealth Gazette No. 84  dated
October 6, 1966.



AIREA:        6258 square kilometers approximately.








39

Schedule 3

1.    AP will provide a Scouting Team or Teams to undertake screening
and  clearing of Petroleum Operations within the Licence Area if  and
when  the  requirement arises in accordance with  Clause  7  of  this
Agreement.   The composition of the Scouting Team or Teams  may  vary
from  time  to  time  as  determined by AP in consultation  with  the
Explorers  provided that the Scouting Team or Teams will at  no  time
comprise more than four male and four female members of AP.

2.    AP  will ensure that both a male and/or a female anthropologist
are  available to join the Scouting Team depending on the part of the
Licence  Area under consideration at any given time and the  Area  or
Areas of Significance that may be therein.

3.    The  male  anthropologist appointed by AP will  coordinate  the
Scouting Teams provided for in Clause 11 of the Agreement and will be
responsible  for  conveying  the  results  of  the  Scouting   Team's
determinations and assessments of the Explorers Petroleum  Operations
under the terms of this Agreement.

4.   Subject to this Agreement, AP will ensure that the Scouting Team
is  available  to undertake additional anthropological assessment  in
respect  of  campsites  and bore sites as and  when  such  sites  are
required by the Explorers in the course of carrying out the Petroleum
Operations.   Where  such  additional anthropological  assessment  is
required, AP will ensure that the Scouting Team operates on a regular
work schedule that coincides with the work schedule of the Explorers.

5.    AP  will  arrange suitable camping facilities for the  Scouting
Team.

6.    AP  will ensure that a Traditional Owner or Owners (but in  any
event not exceeding three persons) with first hand knowledge of Areas
of Significance in the particular Operational Area, together with the
appropriate support equipment, are available for Scouting purposes.



942031\AA0017.ASD

40

7.    AP will provide an all terrain four-wheel drive vehicle for use
by  the  Scouting  Team while it is undertaking  the  anthropological
assessment and thereafter for use by the Liaison Officer in  carrying
out  his  or her duties pursuant to this Agreement.  Provided however
that in the event that the Scouting Team and the Liaison Officer  are
both  doing work associated with the Scouting Operations at the  same
time, they will share the use of the vehicle.

8.    The said vehicle will be insured by AP and equipped by AP  with
sufficient spare parts.

9.    AP  will cause a log-book to be kept and will ensure  that  the
following information is recorded in the log book in relation to  the
use of the 4 WD vehicle:
(a)     date;

(b)  place of departure;

(c)  destination;

(d)  reason for the journey;

(e)  name of driver; and number of kilometres traveled in respect  of
each occasion that the 4 WD vehicle is used for or incidental to  the
carrying  our  of the Scouting Operations and will make the  log-book
available to the Explorers upon request.

10. The Explorers will reimburse AP for its costs in:

(a)  employing  the services of the persons comprising  the  Scouting
Team;

(b) providing food to the Scouting Team; and

(c) providing a 4 Wheel drive vehicle for use by the Scouting Team in
accordance with the scale set out in paragraph 12 herein.

11.  In  the  event  that  there are at  any  time  more  than  three
Traditional  Owners forming part of the Scouting Team  the  Explorers
shall not be responsible for the expense of the additional persons in
such group, unless otherwise agreed between the parties.




942031\AA0017.ASD

41



12. Remuneration

12.1     Scouting Team Members:

12.1.1     Consultant   fully  qualified   anthropologists   -   Duty
rate$320.00 per day

12.1.2   AP Member (max. four male and four female at any one time)
Duty rate                                             $135.00 per day

12.2 Food for Scouting Team:
The  Explorers will pay AP the sum of $30.00 Per day by way  of  food
allowance in respect of each member of the Scouting Team for each day
that  such member is on duty in the Licence Area or traveling  to  or
from the Licence Area.

12.3 Four Wheel Drive Vehicle:

The  Explorers  will pay to AP the sum of 55 cents per  kilometer  in
respect of the total number of kilometers recorded in the log-book as
having  been traveled by the 4 wheel drive vehicle where the  vehicle
was  being  used by the Scouting Team or the Liaison Officer  for  or
incidental to the carrying out of the Petroleum Operations,  provided
that  the  Explorers  will not be required to pay the  abovementioned
rate  per kilometer in respect of kilometers recorded in the log-book
unless  the  information referred to in paragraph 9 hereof  has  been
recorded to the satisfaction of the Explorers.








942031\AA0017.ASD

42 -



Schedule 4

Payments  to AP pursuant to Clause 6.1.4 of the Agreement in  respect
of
Petroleum Operations under the PEL

1.  The Explorers agree to pay to AP an amount equal to the following
percentages   of  Annual  Exploration  Expenditure  (as   hereinafter
defined) ("AEE");

1.1  2.5%  of  such  amount of AEE which is less  than  or  equal  to
$500,000.00 per annum; and

1.2 1.5% of such amount of AEE which exceeds $500,000.00 per annum.

"Annual    Exploration Expenditure" means:

all  expenses  incurred  in any one year in  respect  of  exploration
carried out on the Licence Area as are required to be reported to the
Minister pursuant to Subsections 18(d) and (e) of the Petroleum  Act,
save  and  excluding such expenses as may reasonably  be  defined  as
administrative  or  managerial in nature;  legal,  accounting  and/or
consultants  fees; off-site traveling costs together with  any  other
expenses  which may reasonably be characterised as off-site  expenses
whether  or not such costs may be, or may be required to be, included
in any report of exploration expenditure provided to the Minister.

2.    Notwithstanding the above provision, the Explorers will make  a
guaranteed  minimum payment of $20,000.00 in respect  of  a  calendar
year  in  which on-site Petroleum Operations are carried out pursuant
to the PEL.

3.    Subject  to the terms and conditions set out in the  Agreement,
the Explorers shall:

3.1   within ninety days of receipt of notification from the Minister
that  the  PEL  is  to be granted, and thereafter  annually  for  the
duration  of each term of the PEL, make payment to AP of  the  amount
set out in paragraph 2 herein;




942031\AA0017.ASD

43 -

3.2  within ninety days of the end of each calendar year make payment
to  AP of the amount or amounts set out in paragraph 1 herein less an
amount  in  respect of any minimum payment pursuant  to  paragraph  2
herein already made.
If  the  report  pursuant to Sections 18(d) and 18(e)  has  not  been
forwarded to the Minister for Mines & Energy within ninety (90)  days
of  the  end  of each calendar year, the Explorers are to make  their
best  estimate of AEE and make any payment due on the basis  of  that
estimate, adjustments shall be made within one month after the  final
report to the Minister is submitted.

4.    For  the purposes of this Schedule each calendar year shall  be
deemed  to  commence  as  at  the  date  of  grant  of  the  PEL  and
subsequently on the anniversary of the date of such grant.








942031\AA0017.ASD
44 -



Schedule 6

Payments  to AP pursuant to Clause 6.1.5 of the Agreement in  respect
of
Petroleum Operations under the PPL

1.  Application of Schedule 5

Save  as  otherwise provided in the Agreement and  in  particular  as
provided  in Schedule 6 hereto, this Schedule shall apply to payments
to AP in the event that AP elects not to exercise or is deemed not to
have exercised its rights pursuant to Clause 27.1 of the Agreement.

2.   Compensation Payments

Subject  to  paragraph 4 the Explorers shall pay to AP in respect  of
the  production  of all Petroleum, the following amounts  by  way  of
compensation:

2.1   in  respect of production up to and including 8,000,000 barrels
of  oil  (or barrels of oil equivalent), 1% of the value at the  well
head of Petroleum produced and sold;

2.2  in respect of production from 8,000,001 to 14,000,000 barrels of
oil  (or  barrels of oil equivalent), 1.5% of the value at  the  well
head of Petroleum produced and sold;

2.3   in  respect of production from 14,000,001 to 20,000,000 barrels
of  oil  (or barrels of oil equivalent), 2% of the value at the  well
head of Petroleum produced and sold;

2.4   in  respect of production from 20,000,001 to 30,000,000 barrels
of  oil (or barrels of oil equivalent), 2.5% of the value at the well
head of Petroleum produced and sold;
942031\AA0017.ASD
45 -

2.5  in respect of production in excess of 30,000,001 barrels of  oil
(or  barrels of oil equivalent), 3% of the value at the well head  of
Petroleum produced and sold.

3.  Calculation of Payments

The  payments referred to in paragraph 2 herein are to be  calculated
as follows:

3.1  Value at the well head of Petroleum produced and sold is  to  be
calculated in the same way that "value at the well head of Petroleum"
is  calculated pursuant to section 35,(6) of the Petroleum Act  where
the  sale price is bona fide and to an arms length purchaser PROVIDED
that  the  "Guidelines  for  Payment  of  Royalty  and  Provision  of
Information"  issued by the Department of Mines and Energy  of  South
Australia,  a copy of which is annexed to this Schedule 5,  shall  be
applied  mutatis mutandis as if the reference to the royalty rate  of
10%  therein in were a reference to the relevant percentage  rate  of
compensation referred to in paragraph 2 herein;

3.2  subject only to paragraphs 3.3 and 3.4 herein, the minimum  sale
price  of  oil  shall be deemed to be $24.00 per barrel  (the  "floor
price");

3.3  in  the event of an increase in the sale price of oil per barrel
of  $2.00  or  more  above  the floor price, which  increase  remains
constant  for a minimum period of 30 consecutive days, then for  each
such increase of $2.00 the percentage production payments set out  in
paragraph  2  herein shall increase correspondingly by an  amount  of
0.125%;

3.4  subject to paragraph 3.2 herein, where the sale price of oil per
barrel  decreases  by $2.00 or more, which decrease remains  constant
for  a minimum period of thirty consecutive days then, for each  such
decrease  of  $2.00  the percentage production payments  set  out  in
paragraph  2  herein shall decrease correspondingly by an  amount  of
0.125%;
942031\AA0017.ASD
46 -

3.5  a ceiling sale price of $45.00 per barrel of oil shall apply  to
the  percentage increases referred to in paragraph 3.3 herein and  no
percentage increase shall apply to sale price increases in excess  of
$45.00 per barrel.

4.   Conversion rates from Oil to other Petroleum products

For  the  purposes  of  the  determination  of  the  barrels  of  oil
equivalent  as  referred  to in paragraph  2  herein,  the  following
conversion table shall apply:

<TABLE>
<CAPTION>
             Petroleum Product     Volume         Equivalent to
<S>                <C>               <C>                <C>
             Crude Oil             1 barrel       1 B.O.E.
             Sales gas             1 Petajoule    171.937 B.O.E.* 103
             Condensate/Naphtha    1 Barrel       0.935 B.O.E.
             LPG                   1 tonne        8.458 B.O.E.
</TABLE>

5.   Identification of Field Size

5.1   The Explorers shall within a reasonable time period and in  any
event  within  5 years from the date of grant of the PPL,  prepare  a
reserves  assessment report of the producible field, subject  of  the
PPL and shall provide to AP a copy of the report.

5.2  AP shall, within a period of six months from the date of receipt
of  the  report referred to in paragraph 5.1 herein, be  entitled  to
dispute the finding made therein.



942031\AA0017.ASD
47 -



5.3   In the event that AP disputes the assessment in accordance with
paragraph

5.2        herein,  it  shall provide to the Explorers  a  notice  of
dispute  in  writing setting out detailed reasons  for  such  dispute
within the said six month period.

5.4   Where  AP  does  not notify the Explorers  in  accordance  with
paragraph  5.3  herein,  AP  shall be deemed  to  have  accepted  the
Explorers  report and the Explorers shall be entitled to  base  their
calculations  in respect of adjustment of compensation  payments  set
out in paragraph 6 herein on that assessment.

5.5  Where AP notifies the Explorers pursuant to paragraph 5.2 herein
and an agreement as to the volume of reserves assessed in respect  of
the relevant producible field cannot be reached, the matter shall  be
resolved  by  reference  to an independent expert  appointed  by  the
parties  who shall determine the extent of reserves and whose opinion
shall be final and
binding on the parties.  Costs in respect of the appointment  of  the
independent expert shall become equally as between the parties.

6.   Adjustment of Compensation Payments - Field Decline

6.1  If in the Operates opinion the relevant field has gone or is  to
go  into  decline, the Operator shall give AP notice to that  effect,
and:

6.1.1      the  parties shall meet and negotiate and use  their  best
endeavors  to  agree upon the date on and as from which the  relevant
field has gone or is to go into decline (the "Relevant Date").

6.1.2      the Relevant Date shall be determined on the basis of  the
field  reserves assessment report referred to in paragraph 5.1 herein
which  shall set out the estimated remaining reserves as a percentage
of the total estimated field and shall further set out the

942031'AA0017.ASD

48

point  at  which the field shall be deemed to have gone or is  to  go
into  decline  as  a  percentage of the total  estimated  field  (the
"Relevant  Percentage") PROVIDED HOWEVER that the Relevant Percentage
shall be no less than 50% and no more than 70% of the total estimated
field;

6.1.3     if within 60 days from the giving of the notice referred to
in  paragraph 6.1 herein, the parties are unable to agree, the  Chief
Executive  Officer of Mines & Energy South Australia  shall  nominate
and  appoint  an independent qualified reservoir engineer  who  shall
carry out a study to determine the Relevant Date on and as from which
the  relevant field has gone or is to go into decline and who  in  so
doing  shall  act as an expert and whose opinion and study  shall  be
final and binding on the parties.

6.2 On and as from the Relevant Date, compensation payments to AP  as
set  out in paragraph 2 herein shall be reduced by an amount of  0.5%
of the value at the well head of petroleum produced and sold for each
additional 10% of the total estimated field produced in excess of the
Relevant Percentage, PROVIDED HOWEVER that the minimum percentage  of
compensation payable to AP pursuant to this paragraph shall  be  1.5%
of the value at the well head of petroleum produced and sold.

7.  Time for Payment

Payments due to AP as calculated in accordance with paragraphs 2  and
3 herein shall be made by the Explorers and/or the Operator within 30
days after the last day of each calendar month in which the Petroleum
in  respect of which such compensation applies was sold, or within 30
days  after  the last day of the calendar month in which  payment  is
actually  received  by  the  party selling  the  Petroleum  or  Other
Product, whichever is the earlier date.


942031\AA0017.ASD
49 -



8.  Adjustment of Compensation payments

8.1  The  Explorers shall at the Explorers' expense  provide  to  AP,
within 90 days after the end of each Licence Year commencing with the
Licence  Year in which production of Petroleum first occurs from  the
Licence  Area, a report setting out the amount of Petroleum  produced
and  sold  during  the  preceding Licence Year, calculations  of  the
proceeds  attributable to AP in accordance with this Schedule  5  for
such   year,  and  providing  such  other  information  as  AP  shall
reasonably request.

8.2  If any such report indicates that payments actually made  to  AP
were  less than the amount reflected as being payable, the amount  of
the  difference plus interest at 2 percentage points above  the  then
prevailing  interest rate as charged by the ANZ bank for  loans  less
than  $100,000.00  shall  be  promptly  adjusted  by  an  appropriate
balancing payment to AP.

8.3  If any such report indicates that payments actually made  to  AP
were  greater than the amount reflected as being payable, the  amount
of  the  difference  shall  be promptly adjusted  by  an  appropriate
deduction from the first month or months, as appropriate, payment  to
AP of its due entitlements pursuant to this Schedule 5.

9.   Auditing

9.1   The  Explorers  shall cause to be kept and maintained  complete
books  and records in respect of AP's entitlements pursuant  to  this
Schedule 5 and shall retain such books and records for at least  five
years.

9.2   AP,  upon  at least thirty days advance written notice  to  the
Explorers  and/or  any interested third party or third  parties  (the
"Third  Party"), shall have the right, at its sole expense  to  audit
the books and related records for any


942031\AA0017.ASD

50 -

Licence  Year  or  proportion  thereof within  the  12  month  period
following the end of the Licence Year to which they relate.

9.3   All bills and statements rendered to AP by the Explorers and/or
the  Third  Party  during  any  Licence Year  shall  conclusively  be
presumed to be true and correct after 12 months following the end  of
any such Licence Year unless within the said 12 month period AP takes
written exception thereto and make claim for adjustment.

9.4   the  conducting of an audit shall not extend the time  for  the
taking  of  written exception to and the adjustment  of  accounts  as
provided above.

9.5   If  any such audit demonstrates that amounts owing to  AP  have
been underpaid by more than 10% then, provided AP protests within six
months from the close of the calendar year being audited, in addition
to  promptly  making  a balancing payment with interest  to  AP,  the
Explorers  and/or  the  Third Party, shall in accordance  with  their
respective  participation interests reimburse AP for the  expense  of
the audit.








942031\AA0017.ASD
PPL

GUI]DELINES FOR PAYMIENT OF ROYALTY
AND PROVISION OF INFORMATION

(1)   Payment of Royalty

The Licensees shall pay royalty in respect of all petroleum recovered
from
Petroleum  Production  Licence  other  than  petroleum  described  in
Section 35(2) of the Petroleum Act, 1940 (The Act').


(2)  Calculation of Royalty

The  Licensees shall pay royalty at a rate of ten (10)  percentum  of
the  value at the wellhead of the petroleum, which shall be an amount
calculated  by  taking the amount the petroleum might  reasonably  be
expected to obtain upon sale to a bonafide purchaser ("bona  @  sales
value") (as defined in clause (3)(a)(i) and subtracting therefrom all
expenses  actually  incurred or to be incurred by  the  licensees  in
treating,  processing or refining the petroleum prior to delivery  or
in conveying the petroleum to the point of delivery to the purchaser,
which expenses shall be the following sums:

(a)   a  sum  calculated  by writing off on  a  straight  line  basis
together with interest on the written down value at the rate provided
in  clause (3Xc), over a period of ten (10) years commencing from the
month  the  expense was incurred (or such lesser  period  as  may  be
determined  as  being  the  life of the  field)  the  actual  capital
expenditure incurred by the licensees or some one or more of them  in
respect of all plant used for the purposes of treating, processing or
refining of the petroleum prior to delivery (but not upstream of  the
wellhead)  or in conveying the petroleum to the point of delivery  to
the purchaser provided however that if any item of such plant is sold
prior to being fully depreciated, the amount obtained upon such  sale
shall  be deducted from the written down value of such item  for  the
purposes  of calculating the deduction, but not so as to  reduce  the
written down value below zero;

(b)   a  sum  being expenditure actually incurred by the Operator  in
respect of
persons  not  employed  on site in Petroleum Production  Licence  but
whose employment functions directly relate to treating, processing or
refining of the petroleum prior to delivery (but not upstream of  the
wellhead)  or in conveying the petroleum to the point of delivery  to
the purchaser,

(c)   a sum being expenditure (other than expenditure upstream of the
wellhead)  actually incurred by the Licences or some one or  more  of
them in respect of operating costs related to treating, processing or
refining  of  the  petroleum prior to delivery or  in  conveying  the
petroleum  to  the point of delivery to the purchaser, including  but
not  limited to the amount of any licence fees payable in respect  of
any pipeline licence, provided however that:

     (i)   the amount of such deduction will be reduced by the amount
obtained  upon  the  sale of any item of plant  which  has  not  been
depreciated  or which has been fully depreciated, but not  so  as  to
reduce the deduction below zero,

2

      (ii)  if  any  such  expenditure is incurred  pursuant  to  any
agreement  which  is not bona @ or arms length, such expenditure  (or
part thereof) shall not be deducted and

(iii)     any  expenditure allowed as a deduction under  clause  2(c)
shall  not  include any expenditure provided for in clause  (2Xa)  or
(2Xb)
or (2Xd),

(d)   a sum being expenditure (other than expenditure upstream of the
wellhead)  actually incurred by the Licences or some one or  more  of
them pursuant to a bona fide arms length agreement to lease any plant
used  for  the  purposes of treating, processing or refining  of  the
petroleum  prior  to delivery or in conveying the  petroleum  to  the
point  of  delivery to the purchaser provided however that  any  such
expenditure in any one calendar year which is in excess of.--

(A)      in the calendar year 199 - the sum of $        thousand; or

(B)        in   all  subsequent  calendar  years,  the   sum   of   $
thousand  increased by the same percentage as the percentage increase
in  the  Consumer  Price Index (AU Groups) for the City  of  Adelaide
('CPI")  from  the CPI in the calendar year 199 to  the  CPI  in  the
relevant year

shall not be deductible,

(e)   a  sum  being  the actual expenditure (other  than  expenditure
upstream of
the  wellhead) incurred by the Lice or some one or more  of  them  in
rehabilitating  the ground surface and site of plant and  the  actual
expenditure  incurred in dismantling removing or abandoning  of  such
plant less any salvage obtained thereon where such plant is used  for
the  purposes  of  treating processing or refining of  the  petroleum
prior  to  delivery or in conveying the petroleum  to  the  point  of
delivery  to  the  purchaser and the actual expenditure  incurred  in
rehabilitating the ground surface and site of a well of the  type  de
in  clause  (3)(b) and the actual expenditure incurred in  abandoning
such  well  but not including any costs incurred as a result  of  the
loss of control of any well

(3) Further provisions regarding calculation of Royalty

(a) For the purposes of clause (2):-

(i)      in  each  month the bona fide sales value of  the  petroleum
means  the  value  of the actual sales in respect  of  the  petroleum
described  in clause (1) in that month provided however that  if  any
petroleum  is  not  supplied to a bona fide sales value  arms  length
purchaser,  not sold for full market value, or returned to  the  POOL
destroy4  dissipated or used by the licensees not in accordance  with
Section  3b(2)  of the Act, the gross sales value of  such  petroleum
shall be the amount which would have been received in respect of such
petroleum  from  a bona fide arms length purchaser  for  full  market
value;





F02761

3

(ii) the term 'plant" includes but is not limited to:

(A)          any  machinery,  equipment,  vehicle,  Implement   tool,
article, vessel, pit, building, structure, improvement or other  such
property  used  in,  or  in connection with, treating  processing  or
refining  of the petroleum prior to the delivery or in conveying  the
petroleum to the point of delivery to the purchaser; or

(B)    any pipeline;
and

(iii)      "wellhead" means the casing head and includes  any  casing
hanger or spool, or tubing hanger, and any flow control equipment  up
to and including the wing valves.

(b) Non Producing Wells

The  capital expenditure referred to in clause (2Xa) may include  the
actual  capital expenditure incurred by the Licensees or some one  or
more  of  them  in respect of wells used solely for  the  purpose  of
assisting or enhancing the recovery of the petroleum from other wells
or  for the purposes of storing the petroleum or for the recovery  or
disposal  of  water  used in connection with treating  processing  or
refining  of  the  petroleum prior to delivery  or  for  any  similar
purpose  other  than  the production of the petroleum  and  may  also
include  the actual capital expenditure incurred by the Licensees  or
some one or more of them in converting a well used for the production
of the petroleum to a well used for such other purposes.

(c) Interest Rate

For  the purpose of clause (2Xa) the interest rate shall be one  half
of  the long term Australian Government Bond Rate for bonds of  a  10
year  term as published at the end of the month in which the  capital
expenditure  was made.  If no such rate is in existence or  published
at  the end of such period then the interest rate for the purposes of
clause  (2Xa)  shall  be one half of the average  of  the  long  term
Australian  Government  Bond  Rate  for  bonds  of  a  10  year  term
prevailing during the period of 5 years preceding the date  on  which
such rate ceased to exist or be published.

(d) Apportionment of Expenses

Where  an  item of plant is used partly for the purposes of treating,
processing or refining of petroleum prior to delivery or in conveying
petroleum  to the point of delivery to the purchaser, and partly  for
some  other purpose, the amount of the deduction (whether for capital
or  operating expenditure) which shall be allowed shall  not  include
the  proportion  of  the  actual  capital  or  operating  expenditure
applicable to that other purpose.





F02'751

4

(e) Sale of Plant

Notwithstanding the provisions of clause (2), if an item of plant  is
sold by a Licensee ("the second Licensee") to another Licensee, or to
a company that becomes a successor or assign of the @t Licensee ("the
second Licensee"), the second Licensee may only depreciate the  plant
to the extent to which the first Licensee was, immediately before the
time of sale, entitled to depreciate the plant.

(f) Take or Pay

For  the  purposes of this clause and of calculating the gross  sales
value  of  the petroleum, where the Licensees or any one or  more  of
them  enter  into  an  agreement commonly known  as  a  take  or  pay
agreement, any payment received by the Licensees or any one  or  more
of  them in respect of petroleum which has been paid for but not been
taken  shall  be  treated as part of the gross  sales  value  of  the
petroleum  at  the  time of receipt of payment by  such  Licensee  or
licensees and not at any other time.

(g) Tolling

(i)  If  the Licensees or any one or more of them receive any revenue
from  the  use  of  any  plant downstream of the  wellhead  used  for
treating  processing  or  refining petroleum  sourced  from  anywhere
within the area from time to time comprised in Petroleum

Exploration Licences or any Petroleum Production Licence

issued  from  an  area  which was comprised in Petroleum  Exploration
Licences  immediately  prior to the time  such  Petroleum  Production
Licence  was issued, or in conveying such petroleum to the  point  of
delivery to the purchaser such revenue shall be deemed to be part  of
the bona fide sales value of the petroleum to the intent that royalty
shall be payable thereon.

(ii)      Any sums, being sums deemed under clause (3XgXi) to be part
of the bona @ value of the petroleum, paid by the Licensee or any one
or  more  of  them in respect of the use of such plant  for  treating
processing or refining such petroleum or in conveying such  petroleum
to  the point of delivery to the purchaser shall be deemed to  be  an
expense under clause (2Xc).

(iii)      If  any  such  plant is used for  treating  processing  or
refining  of petroleum sourced from outside of the areas referred  to
in  clause  (3XgXi) or in conveying such petroleum to  the  point  of
delivery  to  the  purchaser any amounts  which  may  be  claimed  as
deductions under this clause (whether such deductions be  by  way  of
operating  expenditure or capital expenditure)  in  respect  of  such
plant  shall be reduced by the proportion which would be obtained  by
the  method of apportioning costs used by the Licensees to  ascertain
the tolling fee, but any revenue received by the Licensees or any one
or more of them for the use of such plant for the treating processing
or  refining of such petroleum prior to delivery or in conveying  the
petroleum  to  the point of delivery to the purchaser  shall  not  be
deemed to be part of the gross sales value of the petroleum




F'02761

5

(4) Royalty Returns

(a)  Not  later  than thirty (30) days after the conclusion  of  each
calendar month the party appointed from time to time as Operator will
calculate  and notify to the after the royalty, calculated by  taking
the  bona  fide sales value of the petroleum sold in that month,  and
deducting  therefrom  the most recent estimated  monthly  expenditure
provided  under clause (4Xc), payable by each Licensee.  The Operator
shall  with  each  such  notification provide  the  Minister  with  a
statement,  in  a  form  approved by the Minister,  advising  of  the
quantity of the petroleum sold and the amount realized upon such sale
during the last preceding month, together with such other information
as the Minister may require.

(b)  The  Licensees shall not later than thirty (30) days  after  the
conclusion of each calendar month pay to the Minister the  amount  of
royalty  specified  in  the notice referred to  in  clause  (4Xa)  as
payable.

(c)  On  or before each 15th April (in respect of the next succeeding
twelve  (12)  month period commencing 1st July), the  Operator  shall
bona  fide  estimate the bona fide sales value of the petroleum,  the
allowable  deductions  and  hence  calculate  the  estimated  royalty
payable  for the next succeeding twelve (12) month period  and  shall
provide   the   after   with  such  estimates,  together   with   the
apportionment thereof on a monthly basis.

(d)  Not  later  than thirty (30) days after the completion  of  each
twelve  month period concluding on each 30th June the Operator  shall
reconcile  the estimated expenditure with the actual expenditure  and
reconcile  all  calculations  of  royalties  and  shall  provide  the
Minister  within  the  said period of 30 days  with  copies  of  such
reconciliations, together with a notice advising the Minister of  any
additional  royalty calculated in accordance with the reconciliations
as  payable  by  each  Licensee.          If any such  reconciliation
shows  that the total of the amounts of royalty paid during the  last
preceding  12  months was in excess of the amount  of  royalty  which
should have been paid for that period, the difference may be set  off
against  royalty  payable  in  the next  succeeding  months  provided
however  that  any  expenditure allowed as a deduction  under  clause
(2Xb)  to clause (2Xe) inclusive shall not be carried forward  for  a
period of greater than 12 months from the month of expenditure.   'Me
Operator  shall provide such reconciliation in respect of the  period
concluding 30th June 199 on or before 30th July 199 .

(e)  Each  Licensee shall not later than thirty (30) days  after  the
completion of each twelve month period concluding on each  30th  June
pay  to  the Minister the additional royalty calculated in accordance
with the reconciliation referred to in. clause 4(d) as payable by the
Licensee.

(f)  The  Licensees shall at their co6t cause the royalty calculation
reconciliations  submitted  by the Operator  to  be  audited  by  the
auditor appointed by the Operator to audit its own accounts (provided
that such auditor must be a duly registered auditor in Australia) and
the  Operator shall forward a copy of the auditor's report in respect
of a particular reconciliation within 3 months of the receipt of such
reconciliation  by the Minister, such report to be accompanied  by  a
certificate  by the auditor that the reconciliation is in  accordance
with these guidelines.


F'02751
6

(g)  The  Minister shall annually determine the value at the wellhead
of  the  petroleum  produced by the Licensees  and  may  require  the
Licensees  to  pay  within 30 days of the  date  of  notice  of  such
determination  the additional royalty determined by the  Minister  as
payable.








F02751

51 -



Schedule 6


Principles  for  Agreement  on the grant of  a  Petroleum  Production
Licence

1.  Definitions

Unless  otherwise defined in this Schedule, the Definitions of Clause
1 of the Principal Agreement apply to this schedule.
1.1       "Principal Agreement" means the Agreement signed by AP  and
    the Explorers on ____ day of 1996;

1.2       "Petroleum  Operations"  means I  the  operations  for  the
    exploration  and recovery of Petroleum, by the Explorers  on  the
    Licence Area and any production therefrom;

1.3   "Petroleum Operations Area" means the area of land required for
  the purpose of the Petroleum Operations, including any access roads
  and airstrips on AP Lands;

1.4   "Joint Venture Agreement"  means any agreement entered into  by
  the Explorers and a third party or third parties and/or AP in respect
  of joint exploration and/or production within the Licence Area (the
  "JVA");

1.5   "Joint  Venture  Participants"    means all parties  (excluding
  AP) to the JVA (the "JV Participants").




942031\AA0017.ASD

52



2.   Principles of Agreement

2.1  Subject to the Act and the terms and conditions of the Principal
Agreement  the parties wish to record certain principles of agreement
setting  out terms and conditions as to payments and other terms  and
conditions for the purposes of Clause 26 of the Principal Agreement.

2.2   It is acknowledged that at the date these principles have  been
agreed the location, quantity of reserves and characteristics of  any
Petroleum  deposits which may be discovered are entirely unknown  and
that, between the date hereof and the dates of an application for and
the  grant of a PPL, economic conditions (including government levies
and  taxes) affecting the development of Petroleum wells and the sale
of Petroleum products may alter considerably.

2.3   The parties have agreed that any agreement entered into by  the
parties  pursuant  to  Clause  26 of the  Principal  Agreement  shall
contain terms and conditions incorporating the principles set out  in
this Schedule and where the matter is not specifically dealt with  in
this Schedule, as agreed.

3.   option to Take up Participatory Interest

The  election  right  afforded to AP in Clause 27  of  the  Principal
Agreement shall be exercised as follows:

3.1  The Explorers shall by notice in writing advise AP 30 days prior
to  lodging an application for grant of a PPL within the Licence Area
with the Minister, of their intention to lodge such application ("the
Date of Notification").

3.2.  The  notification  referred to in paragraph  3.1  herein  shall
include  such  technical and financial information  as  necessary  to
enable AP to make an informed decision whether or not to take up  its
participatory interest pursuant


942031\AA0017.ASD
53 -

to  Clause  27  of  the Principal Agreement and  in  particular  such
information shall include details of past exploration expenditure,  a
copy  of the PPL application, and an assessment of anticipated future
expenditure in relation to the PEL and PPL.

3.3  AP may, within 30 days of the date the Date of Notification,  by
notice  given  in writing to the Explorers and/or the JV Participants
(as  the  case  may  be),  make a once only election  to  take  up  a
participatory interest of up to 10% but in any event no less than 1 %
in  the  JVA  and failure to so notify the Explorers  and/or  the  JV
Participants  within the said time period shall be  deemed  to  be  a
forfeiture  on  the  part of AP of its election  rights  pursuant  to
Clause 27.1 of the Principal Agreement.

In  the  event  that  at the time of the election  there  is  no  JVA
applicable in respect of the Licence Area, the Explorers and  the  AP
agree  to enter into an agreement with each other for the conduct  of
Petroleum Operations within the Licence Area and such agreement shall
be deemed a JVA as that term is defined in this Schedule 6.

3.4   AP's  election to take up its participatory interest  shall  be
conditional upon AP entering into an undertaking to bear 100% of  the
costs  and  obligation  of its participatory interest  and  AP  shall
within 30 days of the Date of Notification, pay to the Explorers  and
or  the  JV  Participants an amount in respect  of  past  exploration
expenditure  proportional to AP's elected participatory interest  and
failure  to  make such payment within the said time period  shall  be
deemed  to  be a forfeiture on the part of AP of lst election  rights
pursuant to Clause 27 of the Principal Agreement, notwithstanding any
notice which may have been given pursuant to paragraph 3.4 herein.

For the purposes of this paragraph 3.4 "past exploration expenditure"
shall  include  all  costs  charges  and  expenses  related  to   the
operation,


942031\AA0017.ASD
54 -

administration and management of the PEL up to the date  of  election
by AP as provided for in Clause 27 of the Principal Agreement.

3.5   Subject to paragraphs 3.3 and 3.4 herein, AP shall be  entitled
to  take  up its participatory interest in any existing or subsequent
JVA  in respect of the Licence Area and the Explorers covenant  that,
in  the event that the Explorers enter into a JVA with a third  party
or third parties prior to the Date of Notification, the terms of such
agreement   will   be  such  as  to  protect  the   possible   future
participatory  interest  of  AP  and  will  provide  an   appropriate
mechanism whereby AP is guaranteed the opportunity to elect  to  take
up an interest in such JVA of up to 10%;

3.6  3.6.1 Where a JVA applies in respect of the whole of the Licence
Area,
AP's  election right relates only to the first PPL applied for within
the  Licence Area and once exercised or forfeited cannot subsequently
be  exercised  in respect of additional PPLs applied for  or  granted
within the Licence Area.

3.6.2      However,  should the Licence Areas be  divided  into  sub-
blocks  or sub-areas then AP shall have an election right in  respect
of  the  first PPL applied for within each relevant sub-area or  sub-
block.  Once exercised or forfeited in respect of any particular sub-
block or sub-area the election right cannot subsequently be exercised
in  respect  of  additional PPLs applied for or granted  within  that
particular  sub-area or sub-block but may be exercised in respect  of
the  first PPL applied for within any other sub-area or sub-block  in
respect  of  which  the  election right has  not  been  exercised  or
forfeited.

3.7   Subject  to  the  anticipated production  from  the  PPL  being
sustainable  at  the rate of 2500 barrels of oil (or oil  equivalent)
per  day  which decision shall be made by the Explorers and where  AP
elects  to  take up its participatory interest, the Explorers  and/or
the JV Participants shall cause to be made to

942031\AA0017.ASD

55 -

AP,  upon commencement of actual production following the grant of  a
PPL  an  annual advance payment of the following sums to be  deducted
from compensation payments payable to AP in any one production year:

3.7.1     where annual production is less than or equal to 10,000,000
barrels
of oil (or barrels of oil equivalent), the sum of $100,000.00;

3.7.2    where annual production is greater than 1 0,000,000 but less
than  or  equal  to  20,000,000 barrels of oil  (or  barrels  of  oil
equivalent), the sum of $150,000.00;

3.7.3     where annual production is greater than 20,000,000  barrels
of oil (or barrels of oil equivalent), the sum of $200,000.00.

3.8   AP  agrees to comply with all of its obligations under the  JVA
and in particular agrees:

3.8.1    to satisfy any shortfall between annual advance payments and
obligations   in   respect   of  its  participatory   interest   (the
"shortfall") from predicted production compensation payments; and

3.8.2     where  compensation payments are insufficient to  meet  the
shortfall,  from  any  dividend payable  to  AP  in  respect  of  its
participatory interest in any one Licence Year.

4.    Application  of  Schedules  4 and  5  to  these  Principles  of
Agreement

Whether  or  not AP elects to take up its participatory interest  (or
fails  to exercise its right to do so), compensation payments  to  AP
shall  be  made in accordance with the terms of payment  set  out  in
Schedule 4 of the Principal Agreement, and where AP elects to take up
its  participatory interest, the payments referred to in Schedules  4
and 5 of the Principal Agreement shall be in addition to any dividend
to  which AP may be entitled in respect of its participatory interest
in the JVA.
942031\AA0017.ASD
- 57

9.   Arbitration

In  the  event  that  the  parties cannot  agree  on  the  terms  and
conditions  of a renewal of the JVA then either the Explorers  or  AP
may  serve notice upon the other requiring that they or it submit  to
arbitration  to determine the terms and conditions for a  renewal  of
the JVA and the arbitrator's decision will be binding on the parties.

10.  Additional Terms and Conditions

In  addition to the foregoing, the JVA shall contain such  terms  and
conditions as may reasonably relate to the Production Operations  and
to the use and occupation of AP Lands, including terms and conditions
dealing  with  matters  specifically  dealt  with  in  the  Principal
Agreement which may be applied mutatis mutandis or otherwise  amended
to fit the circumstances of the JVA.








942031\AA0017.ASD