EXHIBIT 2.2

Stock Purchase and Sale Agreement, dated October 14, 1996

STOCK PURCHASE AND SALE AGREEMENT

       THIS STOCK PURCHASE AND SALE AGREEMENT (the "Agreement") is made and
entered into effective as of the 14th day of October, 1996, by and among MASON
OIL COMPANY, INC., a Utah corporation ("Buyer" or "Mason Oil"), PAUL B. INGRAM
("Ingram"), and JOHN L. NAYLOR, by and through his attorney-in-fact, Paul B.
Ingram ("Naylor").  Ingram and Naylor are collectively referred to herein as
"Sellers."

                             R E C I T A L S:

       A.     Ingram and Naylor, either individually or through affiliated
entities, own 50 shares each of the common stock of IAN Holdings, Inc., a
Cayman Islands corporation ("IAN Holdings"), which shares constitute 100% of
the issued and outstanding stock of IAN Holdings (the "IAN Holdings Shares").

       B.     IAN Holdings is the owner of all outstanding shares of Hemley
Exploration Pty. Ltd., an Australian corporation ("Hemley").  Hemley is the
beneficiary of certain petroleum exploration licenses, regarding rights to
certain petroleum exploration activities in Australia, identified as Petroleum
Exploration Licenses Nos. 61 and 63 (the "PELs"), issued by the Australia
Ministry for Mines and Energy.

       C.     Mason Oil desires to acquire and assume all of the rights and
obligations arising under, and to become the beneficiary of, the PELs, subject
to certain overriding royalty interests previously granted by Hemley to Ingram
and Naylor.

       D.     Mason Oil desires to accomplish the acquisition of rights and
interests under the PELs through an acquisition of all of the IAN Holdings
Shares.

       E.     Mason Oil is willing to issue a total of 6,000,000 shares of its
Common Stock (the "Mason Shares") to Buyers in consideration and exchange for
the IAN Holdings Shares, upon the terms and conditions set forth in this
Agreement.

       F.     Sellers are willing to sell and transfer (or to cause to be sold
or transferred) to Mason Oil the IAN Holdings Shares, in consideration and
exchange for the Mason Shares, in accordance with the terms and conditions of
this Agreement.

       NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants herein set forth, the parties agree as follows:

       1.     Purchase and Sale; Closings.

              1.1  Purchase and Sale of IAN Holdings Shares.  Subject to the
terms and conditions hereof, Sellers agree to sell, convey, transfer and
assign, or to cause to be sold, conveyed, transferred or assigned to Buyer,
and Buyer agrees to purchase, accept and acquire from Sellers, all of the IAN
Holdings Shares, at the Closing, as defined below.  The IAN Holdings Shares
will be transferred in consideration and exchange for the Mason Shares.

              1.2  Purchase and Sale of Mason Shares.  Subject to the terms
and conditions of this Agreement, Buyer agrees to issue and sell to each of
Sellers, and each of Sellers agrees to purchase, one-half of the Mason Shares,
at the Closing, in consideration and exchange for the IAN Holdings Shares. 
The Mason Shares will be newly issued, unregistered shares of the Common Stock
of Mason Oil.

              1.3  Closing.  The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of Holme
Roberts & Owen, LLP, 111 East Broadway, Suite 1100, Salt Lake City, Utah
84111, at 10:00 a.m. on Monday, October 7, 1996, or such other date and time
as Buyer and Sellers shall mutually determine (the "Closing Date").  At the
Closing:  (a) Mason Oil shall deliver to Ingram and Naylor certificates
representing the Mason Shares, with one-half of the Mason Shares registered in
the name of each of the Sellers; and (b) Sellers will deliver to Buyer
certificates representing the IAN Holdings Shares, duly endorsed for transfer
to Buyer, or accompanied by duly executed stock powers.

       2.     Restricted Securities and Legend.  The parties understand and
acknowledge that the Mason Shares have not been registered under the
Securities Act of 1933, as amended (the "Act"), and will be considered
"restricted securities" as defined in the Act.  Sellers are aware of the
restrictions on transfer applicable to restricted securities, including the
provisions of Rule 144 promulgated under the Act.  The certificates evidencing
the Mason Shares will bear a legend reading substantially as follows:

           "These securities have not been registered under the
       Securities Act of 1933, as amended.  They may not be sold or
       disposed of in the absence of a registration statement in effect
       with respect thereto or an opinion of counsel satisfactory to the
       Company that such transaction will not be in violation of
       applicable securities laws."

       The transferability of the IAN Holdings Shares will be subject to the
applicable laws of the Cayman Islands, as well as any applicable laws of the
United States.

       3.     Representations and Warranties.

              3.1  Representations and Warranties of Seller.  Ingram and
Naylor, jointly and severally, represent and warrant to Buyer the following:

              a.   Organization, Corporate Power and Good Standing of IAN
              Holdings.  IAN Holdings is a corporation duly organized, validly
              existing and in good standing under the laws of the Cayman       
              Islands and has the corporate power and authority to carry on    
              its business as now conducted and to own or lease its properties 
              and other assets as now owned or leased.

              b.   Capital Structure and Title to Shares.  The IAN
              Holdings Shares constitute all of the currently issued and
              outstanding shares of IAN Holdings.  All of the IAN Holdings
              Shares are validly issued, fully paid for and non-assessable.    
              No other securities of IAN Holdings are outstanding, and there   
              are no outstanding agreements, rights or options pursuant to     
              which IAN Holdings may be required to issue any other            
              securities.  At the Closing, good and marketable title to the    
              IAN Holdings Shares will be transferred to Buyer, free and clear 
              of all liens, claims and encumbrances.

              c.   Subsidiaries; Assets and Liabilities.  IAN Holdings is
              the owner of all outstanding shares of Hemley, and such shares
              constitute substantially all of the assets of IAN Holdings. 
              Hemley is the beneficiary of the PELs, and such licenses
              constitute substantially all of the assets of Hemley.  The PELs
              are held by Hemley subject to a three percent (3%) overriding
              royalty interest that has been granted to Sellers or their
              affiliated entities, and such overriding royalty payment
              obligations will survive any transfer of the IAN Holdings Shares
              to Mason Oil.  Neither IAN Holdings nor Hemley currently         
              conducts any active business.  Each is a holding company,        
              holding the assets referenced above.  Neither IAN Holdings nor   
              Hemley has any material obligations or liabilities other than    
              those referenced in the PELs, the previously granted overriding  
              royalty interest with respect thereto, or as otherwise disclosed 
              by Sellers to Buyer.

              d.   Access to Information.  Sellers have had access to all
              information respecting Mason Oil and its business as they have
              requested, and are aware of Mason Oil's business affairs and
              financial condition.  They have acquired sufficient information
              about Mason Oil to reach an informed and knowledgeable decision  
              to acquire the Mason Shares in exchange for the IAN Holdings     
              Shares. Sellers have made their own determination as to the      
              relative values of the IAN Holdings Shares and the Mason Shares.

              3.2  Representations and Warranties of Mason Oil.  Mason Oil
represents and warrants to Sellers the following:

              a.   Organization, Corporate Power and Good Standing of Mason
              Oil.  Mason Oil is a corporation duly organized, validly         
              existing and in good standing under the laws of the State of     
              Utah and has the corporate power and authority to carry on its   
              business as now conducted and to own or lease its properties and 
              other assets as now owned or leased.

              b.   Authority.  Mason Oil has all requisite corporate power and
              authority to enter into this Agreement and to perform its
              obligations hereunder, and to consummate the transactions
              contemplated herein.  The execution and delivery of  this
              Agreement and the consummation of the transactions contemplated
              herein have been duly authorized by all necessary corporate      
              action on the part of Mason Oil.  This Agreement has been duly   
              executed and delivered by Mason Oil and constitutes a valid and  
              binding obligation of Mason Oil, enforceable in accordance with  
              its terms.

              c.   Title to Shares.  Upon the Closing, the Mason Shares will   
              be duly issued, fully paid for and non-assessable, and Sellers   
              will have good and marketable title with respect thereto, free   
              and clear of all liens, claims and encumbrances.

              d.   Access to Information.  Buyer has had access to all
              information respecting IAN Holdings and Hemley and their
              respective businesses, and regarding the PELs, as Buyer has
              requested, and Buyer is aware of the business affairs and
              financial condition of IAN Holdings and Hemley.  Buyer has
              acquired sufficient information about IAN Holdings and Hemley to
              reach an informed and knowledgeable decision to acquire the IAN
              Holdings Shares in exchange for the Mason Shares.  Buyer has     
              made its own determination as to the relative values of the IAN
              Holdings Shares and the Mason Shares.

       4.     Obligations of the Parties.  The parties hereto agree to take
such actions and to execute such documents or instruments as may be reasonably
requested by any party to facilitate the consummation of the transactions
contemplated herein.

       5.     Miscellaneous and General.

              5.1  Fees and Expenses.  Each party shall pay all fees and
expenses that it incurs in connection with this Agreement and the transactions
contemplated herein, including, without limitation, all professional and other
fees.

              5.2  No Third-Party Beneficiaries.  This Agreement shall not
confer any rights or remedies upon any person other than the parties to this
Agreement and their respective successors and assigns.

              5.3  Governing Law.  This Agreement shall be governed by the
laws of the State of Utah (regardless of the laws that might be applicable
under principles of conflicts of law) as to all matters, including, without
limitation, matters of validity, construction, effect and performance.

              5.4  Entire Agreement.  This Agreement embodies the entire
agreement and understanding of the parties with respect to the transactions
contemplated herein and supersedes all prior written or oral commitment,
arrangements or understandings with respect to such matters.

              5.5  Attorneys' Fees.  In the event that any action or
proceeding, including, without limitation, arbitration, is commenced by any
party for the purpose of enforcing any provision of this Agreement, the
prevailing party or parties to such action, proceeding or arbitration shall be
entitled to recover, as part of any award, judgment or other resolution of
such action, proceeding or arbitration, their related reasonable attorneys'
fees and expenses.

              5.6  Severability.  If any one or more of the provisions of this
Agreement are held to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Agreement shall
not be affected.  To the extent permitted by applicable laws, each party
waives any provision of law which renders any provision of this Agreement
invalid, illegal or unenforceable in any respect.

              5.7  Counterparts.  This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement
and each of which shall be deemed an original.

              5.8  Headings.  The Section and Subsection headings herein are
for convenience or reference only, do not constitute a part of this Agreement
and shall not limit or otherwise affect any of the Agreement's provisions.

              5.9  Successors and Assigns.  This Agreement shall be binding
upon the parties hereto and their respective successors and assigns and shall
inure to the benefit of the parties to this Agreement.  Notwithstanding the
foregoing, no party to this Agreement shall have any right to assign any of
its rights or obligations hereunder to any other person.

       IN WITNESS WHEREOF, each of the parties below have caused this Stock
Purchase and Sale Agreement to be duly executed as of the day and year first
above written.


                                MASON OIL COMPANY, INC., a Utah
                                corporation

                                By:/s/ Paul B. Ingram
                                President

                               /s/ Paul B. Ingram
                               PAUL B. INGRAM

                               /s/ John L. Naylor
                               JOHN L. NAYLOR, by and through his
                               attorney-in-fact, Paul B. Ingram