EXHIBIT 10.3

                 JOINT VENTURE AGREEMENT BETWEEN CORPORATIONS TO
            JOINTLY SEEK, CONSTRUCT, AND OPERATE OIL LEASES WITH THE
             BOUNDARIES AND GAS OF THE UINTAH AND OURAY RESERVATIONS

                  AGREEMENT  dated  this  day  of  July,  1997,  between  M  III
CORPORATION,  (hereinafter  referred to as "M III"), a native American  Company,
registered  in  the  State  of  Utah  and  ENVIRONMENTAL   REMEDIATION   HOLDING
CORPORATION,  (hereinafter  referred to as "ERHC"),  a U.S.  Public  Corporation
registered in the State of Colorado,  with offices located 420 Jericho Turnpike,
Jericho, New York 11753.

                              W I T N E S S E T H :

                  WHEREAS,  the  parties  desire to confirm the  existence  of a
Joint Venture for the purpose of complementing one another in jointly entering a
venture for the  recovery,  workover  and  operation of oil and gas wells and/or
leases  located  within the  boundaries  of the  Uintah and Ouray  Reservations,
located in the Fort Duchesne area, State of Utah; and

                  WHEREAS,   the   oil   and   gas    wells/leases belong to the
Allotted members of the Ute Tribe and/or all the members of the Ute Tribe; and

                  WHEREAS, M III and ERHC desire to operate in a joint   manner;
and

                  WHEREAS,  M III and ERHC are both  corporations duly qualified
to furnish such oil and gas services in the area of the State of Utah; and

                  WHEREAS,  it is the  intent of the joint  venture to return to
production  and operate all  available oil and gas  wells/leases  located on the
Uintah and Ouray Reservations; and

                  WHEREAS,  to enable the joint venture to perform in accordance
with this Agreement,  M III will cause to have transferred  and/or establish oil
and gas leases for the workover, commercial operation and development of oil and
gas resources located on the Uintah & Ouray Reservations, now and in the future;
and

                  WHEREAS, the parties shall develop the gas rights and
when appropriate, construct a gas refinery; and

                  WHEREAS, M III will also provide the oil and gas leases
and operation contract for the Roosevelt Unit; and

                  WHEREAS,  ERHC shall  form a wholly  owned  subsidiary  as the
joint venture partner for this project to be known as "M III/ERHC/BAPCO"; and
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                  WHEREAS,   ERHC    is   utilizing its Corporate counsel in New
York State and has prepared the within Agreement; and

                  NOW, THEREFORE,    the    parties    agree as follows:
I.       Formation of Joint Venture
                  (a) The parties  hereto have agreed and formed,  in accordance
with the  provisions of the  Agreement,  a Joint  Venture,  which is hereinafter
referred to as the "Joint Venture".

                  (b)      The Joint Venture may conduct business as
"M III/ERHC/BAPCO", or such other name as the parties shall agree.

II.      Powers and Purposes of the Joint Venture
                  The  Joint  Venture  is  formed  for the  purposes  of (1) the
recovery,  workover and operation of the oil and gas leases  located  within the
boundaries of the Uintah & Ouray Reservations  located in the State of Utah; (2)
the recovery,  workover and operation of the Roosevelt Unit; (3) borrowing money
for the  purposes of the Joint  Venture and pledging or  mortgaging  the capital
commitments  of the parties and all or any part of the Joint Venture oil and gas
leases/properties  therefor;  (4) to return all  available  oil and gas wells to
commercial  production  through the issuance  and/or transfer of the oil and gas
leases referred to herein and in the Agreement dated the 28th day of June, 1997,
including the workover of these wells and the drilling of any future  production
that may be required; (5) M III herewith grants ERHC/BAPCO  the right to perform
a full and complete evaluation and feasibility study of the oil, gas and mineral
reserves on the wells obtained under this Joint Venture; (6) selling, exchanging
or otherwise  disposing of any or all of the properties of the Joint Venture for
cash,  stock,  securities  or  any  combination  thereof  upon  such  terms  and
conditions  as the  Parties  may  determine;  and  (7)  employing  such  agents,
managers,  laborers  and other  employees  as may be  necessary to carry out the
purposes of the said Joint Venture.

III.     Properties
                  (a) The  properties  of the Joint  Venture  shall  consist  of
certain oil and gas leases and/or wells situated and all equipment necessary for
the  establishment  of said  joint  venture  together  with such  other  related
equipment as shall be  necessary to carry out the intent of this Joint  Venture,
including the easements and rights appurtenant  thereto or which may be received
in connection with the use of the land, fixtures,  machinery and equipment to be
located on such real property or used in connection  with the  operations of the
Joint  Venture in the State of Utah and all other  property,  real or  personal,
tangible or intangible, owned or acquired by the Joint Venture.

IV.      Contributions
                  (1) M III herewith  grants  ERHC/BAPCO  the right to perform a
full and complete  evaluation and feasibility  study of the oil, gas and mineral
reserves        on          the           wells         obtained   under    this
<PAGE>
Joint Venture.  All costs of these studies will be initially borne by ERHC/BAPCO
but all costs shall be recovered from  production;  (2) M III undertakes to make
available to ERHC/BAPCO within 21 days of the signing of this Agreement, any and
all maps, data, wells runs,  production  histories  and/or  feasibility  studies
which may be utilized in the planning of the project. ERHC/BAPCO shall undertake
to  treat  such  information  and data  with  utmost  confidentially  and not to
communicate it with third parties without prior approval by M III; (3) M III, as
an Indian owned and  registered  Company with "Tribal  Preference" on the Uintah
and Ouray Reservation, shall apply for any and all available oil and gas leases,
now and in the future;  (4)  ERHC/BAPCO  shall provide M III with a Seventy-Five
Thousand  ($75,000.00)  Dollar  bond  plus  the  necessary  funds  estimated  at
Fifty-Five  Thousand  ($55,000.00)  Dollars by the Allotted Members within seven
(7) business days from the signing of the  Agreement.  The  Fifty-Five  Thousand
($55,000.00)  Dollars shall be deposited into the Attorney Trust Account of J.R.
Murray  to close on the  twenty-six  (26)  allotted  leases;  (5) M III upon the
presentation  of the funds,  will assign  twenty-six  (26)  Allotted oil and gas
leases plus M  III/ERHC/BAPCO  will select an  additional  175 oil and gas wells
from the 1995 Reserve Report,  132 oil and gas wells from the 1993 Report and 28
oil and gas wells from the Roosevelt Unit, either Allotted or Tribal, located on
the Uintah or Ouray  Reservation;  (6) M III will apply for the available leases
and operation  contract in the Roosevelt Unit; (7) ERHC/BAPCO  shall provide all
necessary         funds        for        this       project,   with   a maximum
of Eight  Million Five Hundred  Thousand  ($8,500,000.00)  Dollars.  These funds
shall be used in  accordance  with the "Use of  Funds  Statement"  attached  per
Addendum A and reimbursed from  production;  (8) M  III/ERHC/BAPCO  hereby agree
that ERHC/BAPCO shall have a priority for reimbursement of its investment as set
forth in  paragraph  IV, the term of which  shall be a maximum of ten (10) years
and a minimum of three (3) years, as cash permits from oil and gas production. M
III/ERHC/BAPCO  retain the right to prepay the loan; (9) ERHC/BAPCO shall have a
"Working  Interest" in all  wells/leases  obtained by M III,  either Allotted or
Tribal,  in addition to, a contract to operate said wells;  (10) M III agrees to
provide  ERHC/BAPCO  "Assignment of Lease" documents on all leases obtained by M
III from either members of the Allotted Land Owners or from the Tribal  Council,
with respect to all Tribal Leases.  All leases obtained shall have wells on said
property/leased  regions;  (11) M III agrees to issue any and all  property  and
appropriate UCC-1 Documentation on all trucks, tools,  equipment and any and all
surface  equipment as belonging to each  well/lease;  (12) to  compensate M III,
ERHC will issue,  upon transfer of the first 100 wells,  250,000  shares of ERHC
Rule 144 stock,  and thereafter,  an additional  250,000 shares of ERHC Rule 144
stock and  warrants  for  250,000  shares at ($0.75)  per share to be  exercised
within two (2) years upon the assignment of the following leases:  two (2) wells
each producing between one thousand (1,000) and one thousand two hundred (1,200)
barrels per day of oil  production;  two (2) wells each  producing  five hundred
(500)        barrels            per       day      of      oil        production
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and five (5) wells each  producing  One  Hundred  (100)  barrels  per day of oil
production;  and, (13) M III shall provide  ERHC/BAPCO with 26 leases to be used
as collateral for the first funds described in this Agreement.
                  Further,  it is agreed  by both  parties  that the  additional
leases  shall be  obtained  by M III  through  the use of funds as  provided  by
ERHC/BAPCO and may be used as collateral for any required funding.

V.       Allocation of Income and Losses
                  1. The joint  venture  parties agree that the Debt incurred by
ERHC/BAPCO for its investment (maximum  $8,500,000.00)  shall take priority over
all allocations for a maximum of ten (10) years and full payment of ERHC/BAPCO's
investment.  The minimum yearly amount payable to ERHC/BAPCO shall be determined
by the loan requirments.

                  2. ERHC/BAPCO,  as operator of said fields,  shall receive two
dollars  and  fifty  cents  ($2.50)  per  barrel   produced  from  any  and  all
wells/leases in accordance with this Agreement.

                  3.       All sums released after the payment of ERHC/BAPCO's
Debt Service shall be as follows:

                  I.  As to all productions except the twenty-eight (28)
wells on the Roosevelt Unit:
                  (a)  20% to the Tribe;
                  (b)  10.59% to the original M III investors, until such
time as the loan is repaid or ERHC/BAPCO purchases its interest;
                  (c)  41.643% to M III;
                  (d)  27.762% to ERHC/BAPCO.

                  II.  As to the twenty-eight    (28) wells located    on    the
Roosevelt Unit:
                  (a)  16.5% to the UTE Tribe;
                  (b)  41.75% to M III; and
                  (c)  41.75% to ERHC/BAPCO.

                  4.       ERHC/BAPCO has the option   to purchase an additional
five    (5%)     percent    share    of the oil and gas leases from the original
investor.

                  5. Further,  the parties agree that until such time as natural
gas production  reaches Five Thousand  (5,000) MSCF,  such  production  shall be
gathered and injected back into the Formation.

                  6. That at such time as the natural gas production  achieves a
daily  production of Five Thousand (5,000) MSCF, M III shall with the assistance
of War Eagle  Corporation,  arrange to fund the  construction  of an oil and gas
refinery for the Uintah and Ouray Reservations.
<PAGE>
                  Further, it is agreed that once the Refinery begins operation,
ERHC/BAPCO will release a five (5%) percent working interest in the wells/leases
then in effect to M III and M III shall grant to ERHC/BAPCO a twenty-five  (25%)
percent interest in the Refinery under a separate joint venture to be formed.

VI.      Terms of Agreement
                  This Joint  Venture  shall  continue  for a period of ten (10)
years from the date of this  Agreement  and shall be  renewed  for the same time
periods as the concession continues,  unless it is sooner terminated pursuant to
the provisions herein.

VII.     Governing Committee
                  (a) The Board of  Directors  of ERHC  shall  select  three (3)
persons and M III will  select two (2)  persons,  which  three (3) persons  who,
together with two (2) persons,  shall constitute the Governing  Committee of the
Joint Venture. A vacancy in the Governing Committee caused by death, resignation
or removal shall be filled by the Board of Directors  that shall have  appointed
the departed  member to the position  which has become vacant and by both of the
said Boards of Directors if the vacancy  shall have  occurred in the office of a
member appointed by both of said Boards of Directors, as the case may be.

                  (b) The Governing Committee shall conduct the ordinary
business operations of the Joint Venture.  The Committee shall
appoint  ERHC/BAPCO  as the  Operational  Managing  Agent  who,  subject  to its
control,  shall  have the power to  execute  contracts  in the name of the Joint
Venture,  to appoint and discharge agents and employees,  and to take such other
steps as shall be necessary to carry out the day to day  operations of the Joint
Venture.

                  (c) Regular  meetings of the  Governing  Committee may be held
without call or notice at such times and places as the Governing  Committee at a
meeting of all of its members from time to time may fix;  other  meetings of the
Governing  Committee  may be  called  by any  member  thereof  either  by  oral,
telegraphic  or written  notice,  not later than the three (3) days prior to the
date set for such  meeting.  Such  notice  shall state the time and place of the
meeting  and shall be sent by  overnight  mail  and/or  Federal  Express  and by
facsimile  transmission  to each member at his address and  facsimile  number as
shown on the records of the Joint Venture.

                  (d) At any  meeting  of the  Governing  Committee,  all of the
members  shall  constitute  a quorum.  Members of the  Committee  may be present
through  telephonic  methods.  No action  of the  Governing  Committee  shall be
effective unless authorized by the affirmative vote of a majority of the members
thereof.

                  (e) Minutes    of    the   meetings of the Governing Committee
shall   be    kept by an individual designated by    the   Committee   and   the
<PAGE>
said minutes shall be presented to each  of  the  parties   hereto   for   their
information.

VIII.  Termination of Joint Venture
                  (a)      The Joint Venture shall be terminated upon:

                           (i)      the expiration of the term specified in
                                    Article VI hereof;

                      (ii)          consent of all of the parties.

                  (b) Upon the  termination of the Joint Venture for any reason,
its liabilities and obligations to creditors shall be paid from cash on hand, or
if such cash on hand is  insufficient,  then first from the proceeds of the sale
of  personal  property  of the Joint  Venture,  including  automobiles,  trucks,
machinery and equipment and next, from the sale of other properties of the Joint
Venture.  Any liabilities still remaining shall then be borne in the portion set
forth herein,  by the parties in accordance with paragraph V hereof.  Or, if any
assets remain after payment of all  liabilities,  they shall then be distributed
in the  following  manner,  but not to any  party  who  shall be  deemed to have
abandoned all of its rights in the Joint Venture, to wit:

                           (i)      All    cash    on    hand   shall   first be
                                    distributed to each party  in    an   amount
                                    equal to the   unliquidated   balance of its
                                    capital   account   plus   the amount of the
                                    credit balance of  its  income   account and
                                    the     remainder   if    any,   shall    be
                                    distributed    to    the     said   party in
                                    accordance with Article V hereof; and

                      (ii)          All tangible personal  property    of    the
                                    Joint Venture   shall   be    segregated and
                                    either be  distributed  in  accordance  with
                                    subparagraph (i) above, or shall be sold and
                                    the proceeds thereof shall be distributed in
                                    the manner  described  in  subparagraph  (i)
                                    above; and

                     (iii)          All  real   property   and  all   intangible
                                    personal property of the Joint Venture shall
                                    be  distributed  in the manner  described in
                                    subparagraph (i) above.

                  (c) In the event that a  distribution  under the terms of this
Article shall be other than cash,  then the value to be applied to such property
shall be its market value as of the termination date, provided, that in the case
of  real  property  such  market  value  shall  be  determined  by  a  competent
professional  appraiser of real  property to be selected by the parties or their
legal representatives, as the case may be.

IX.      Fiscal Year; Accounting Basis; Income and Capital
         Account

                  The fiscal year of the Joint  Venture shall be the fiscal year
of ERHC/BAPCO,  a public company. The Joint Venture's books and records shall be
kept in the same  manner  and  fashion  as  ERHC/BAPCO  and in  accordance  with
standard  accounting  procedures.  The  priority  of income  distribution  under
Article V shall be after payment of the necessary and ordinary business expenses
and satisfaction of the capital  contribution/loan  provided by ERHC/BAPCO under
Article IV. Thereafter,  the income account of each party shall be credited with
its share,  if any, of the net income of the Joint  Venture for each fiscal year
and shall be
<PAGE>
charged  with (i) its share,  if any,  of the net loss of the Joint  Venture for
each fiscal year,  and (ii) any amounts  distributed to it by the Joint Venture,
but only to the  extent of the  credit  balance  of its  income  account  before
charging such distributions. The capital account of each party shall be credited
with the capital  contributions,  if any, made by it under Article IV above, and
such account shall be charged with any amounts  distributed to it, if any, which
pursuant to the preceding  sentence,  are not properly  chargeable to its income
account.  The balance in a party's capital account at any time shall be referred
to as its undistributed capital account.

X.       Banking
                  (a) The funds of the Joint Venture shall be kept in an account
designated, or in any other manner which may be agreed upon between the parties,
on deposit in a bank designated by the Joint Venture  Governing  Committee to be
drawn upon checks jointly signed by the designees of the Governing  Committee or
any other duly authorized officer (or representative) of each party.

                  (b) A separate account entitled the ERHC/BAPCO Working Account
may be  established  by the  parties,  at such place and in such  manner as they
shall  determine,  to be used in the day to day operation of the Joint  Venture.
All funds in such  account  shall be  subject to the  control  of the  Governing
Committee  and may be drawn upon checks  signed by any two of the members of the
Governing     Committee or by the Operational  Managing Agent acting alone if so
authorized by the Governing Committee.

XI.      Transfer Restrictions
                  Without the written  consent of the other party, a party shall
not  sell,  assign  or  transfer  all or any part of its  interest  in the Joint
Venture except in accordance with the following procedures:

                  (a)      Initial Offer:
                  The selling  party  shall  first  deliver to the other party a
written Notice of Intention to sell, offering all (but not less that all) of the
interest of the selling party in the Joint Venture at the purchase  price and on
the terms specified therein,  whereupon the other party shall have the right and
option for a period of sixty (60) days  following  receipt  of such  Notice,  to
accept  the  offer  made in such  Notice,  to all of the  said  interest  at the
purchase price and upon the terms stated therein.  Such acceptance shall be made
by  delivering a written  Notice of  Acceptance to the selling party within said
sixty (60) day period.

                  (b)      Sale to Outside Purchaser:
                  If an effective  acceptance shall not be received  pursuant to
paragraph (a) above, then the selling party may sell all (but not less than all)
of its interest to any outside purchaser,  at a price not less than and on terms
not         more          favorable           than            the          price
<PAGE>
and terms stated in the original Notice of Intention to sell, at any time during
the  period of sixty  (60) days next  following  the  expiration  of the  offers
required by said paragraph (a); provided, that such transferee shall agree to be
bound by the terms of this Article XI.

                  (c)      Failure to Sell to an Outside Purchaser:
                  If    the     selling    party   shall fail to sell all of its
interest  as  contemplated  by  paragraph  (b) above  within  the sixty (60) day
period,  then the provisions of the said Article shall continue to apply to such
interest  as if no  Notice of  Intention  to sell had been  originally  given in
connection therewith.

XII.     Definition
                  For the purposes of this  Agreement,  the terms net income and
net loss shall mean the income  (including the gain, if any,  resulting from the
sale of all or any part of the  properties of the Joint  Venture) or loss of the
Joint  Venture  as  reflected  in its  books as  audited  by the  accountant  or
accounting firm servicing the Joint Venture.

XIII.  General Provisions, Miscellaneous
                  (a) All notices,  requests,  consents and statements hereunder
shall be deemed to have been properly  given if mailed from by Federal  Express,
Express Mail or by certified U.S.   mail,   postage    prepaid,   or if sent  by
prepaid telegram, addressed in each case as follows:

                           (i)      If to ERHC/BAPCO, care of:

                                    James A. Griffin, Esq.
                                    420 Jericho Turnpike,
                                    Suite 321
                                    Jericho, New York 11753

                      (ii)          If to M III, care of:

                                    J.R. Murray
                                    c/o



                  (b) This  Agreement  shall be deemed a contract made under the
laws of the State of New York and together  with the rights and  obligations  of
the parties  hereunder  shall be construed and enforced in  accordance  with and
governed by the laws of such State.

                  (c)  Each  party   agrees  to   execute   and  file  all  such
certificates, counterparts, amendments, instruments or other documents as may be
required  by the laws of the  State  of New  York  and by the laws of any  other
state,  county or  municipality,  to comply with any  fictitious or assumed name
statutes,  and to qualify  the Joint  Venture  for the  transaction  of business
therein.

                  (d) The parties  hereto agree to take such  further  action as
shall be necessary to carry out the  intention of this  Agreement  including the
execution and filing of such  documents and taking such steps as may be required
by any appropriate statute or regulation.
<PAGE>
                  (e) This  Agreement  shall be binding  upon and shall inure to
the   benefit  of  the   respective   heirs,   successors,   assigns  and  legal
representatives of the parties hereto.

                  (f)      This Agreement may be executed  simultaneously in two
or   more    counterparts,     all   of  which   together   shall constitute one
and the same instrument.

                  (g) The headings of Articles are solely for the convenience of
reference  and if there be any conflict  between  such  headings and the text of
this Agreement, the text shall control.

XIV.     MANAGEMENT, DUTIES AND RESTRICTIONS
                  Both parties to the joint  venture  shall  participate  in the
business of the  company's  affairs and each party shall devote a portion of his
time thereto. The managing partner shall be ERHC/BAPCO. Neither of the companies
in this joint  venture,  M III and  ERHC/BAPCO,  shall  directly or  indirectly,
engage in any other  business  without  the consent of the other  partners,  but
nothing  herein  contained  shall  prohibit the activity of either joint venture
company from investing in any forms of investment for their own benefit provided
such investments do not infringe on the running of the joint venture.

XV.      EXPENSES
                  No person shall charge  through the joint venture any expenses
for  automobiles,  entertainment,  professional  dues,  conventions,  charitable
contribution, or any item connected with the operation and maintenance of his or
her home or personal affairs unless agreed upon by all the parties.

IN WITNESS WHEREOF,

ENVIRONMENTAL REMEDIATION HOLDING CORPORATION

Dated:  July  28, 1997

/s/ Sam L. Bass
------------------------------------
          SAM L. BASS, CEO

/s/ James A. Griffin
------------------------------------
    JAMES A. GRIFFIN, SECRETARY



BASS AMERICA PETROLEUM COMPANY

Dated:  July 28, 1997

/s/ Noreen Wilson
------------------------------------
 NOREEN WILSON, VICE PRESIDENT

/s/ James A. Griffin
------------------------------------
   JAMES A. GRIFFIN, SECRETARY



M III

Dated:  July 28,   1997

/s/ J. R. Murray
------------------------------------
    J. R. MURRAY, ESQ.

business.ven\miii.jv
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