ex10_17.htm


    
      

    

    Exhibit
10.17

    


    AMENDMENT
NO. 1

    TO

    ADMINISTRATIVE
SERVICES AGREEMENT

    


    This
Amendment No. 1 to Administrative Services Agreement (“Amendment No. 1”) amends
the Administrative Services Agreement dated January 1, 2004 (the “Agreement”)
between Apco Argentina Inc., a company organized under the laws of the Cayman
Islands and its subsidiaries (the “Company” or “Apco”) and The Williams
Companies, Inc., (“Williams”), a company organized under the laws of the State
of Delaware, USA.

    


    In
consideration of the matters set forth herein, the parties agree that the
Agreement is hereby amended in the following particulars:

    


    
      	
               
      

            	
              1.

            	
              Effective
      January 1, 2007, Subsection iii of Section 4 of the Agreement is replaced
      in its entirety as follows:

            


    

    


    The
Company will also pay Williams one hundred fifty thousand dollars ($150,000) per
year for the services of those Williams employees that hold the positions of
Chairman and Chief Executive Officer and Chief Financial Officer of Apco as
compensation for time devoted by those employees in the performance of their
duties for the Company. Such amount is based upon a percentage of such
individual’s Salary Allocation determined by using an estimate of the time
actually spent by such employees on behalf of APCO and will be periodically
reviewed and adjusted by the Parties as appropriate to more accurately reflect
the actual time spent.

    


    
      	
               
      

            	
              2.

            	
              Exhibit
      A to the Agreement is replaced in its entirety with the amended and
      restated Exhibit A attached hereto.

            


    

    


    Capitalized
terms used in this Amendment No. 1 but not defined herein shall have the meaning
ascribed to such terms in the Agreement.

    


    


    IN WITNESS WHEREOF, the
parties have executed this Amendment No. 1 on this 7th day of
March 2008.

    


    


    
      	
              APCO
      ARGENTINA INC.

            	 
      	
              THE
      WILLIAMS COMPANIES, INC.

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/  Landy L.
    Fullmer

            	 
      	
              /s/  Donald R.
      Chappel

            	 
      
	
              By:  Landy
      L. Fullmer

            	 
      	
              By:  Donald
      R. Chappel

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              CFO, CAO, & Controller
    Apco

            	 
      	
              Sr. Vice-President &
CFO

            	 
      
	
              Title

            	 
      	
              Title

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDED AND
RESTATED

    EXHIBIT
“A”

    To

    ADMINISTRATIVE
SERVICES AGREEMENT

    Between

    APCO
ARGENTINA INC.

    And

    THE WILLIAMS COMPANIES,
INC.

    


    


    Effective
January 1, 2007, unless otherwise noted, the Services of the following Williams’
positions shall be provided by Williams to Apco on the terms provided
below:

    


    
      	
              Regional
      Vice-President -  International Exploration &
      Production

            	
              80%
      of Salary Allocation

            
	 
      	 
      	 
      
	
              Director
      of E&P International Business Development

            	
              90%
      of Salary Allocation

            
	 
      	 
      	 
      
	
              Senior
      Accounting Analyst

            	
              80%
      of Salary Allocation

            
	 
      	 
      	 
      
	
              Administrative
      Assistant III

            	
              33%
      of Salary Allocation

            
	
              (75%
      of Salary Allocation beginning January 1, 2008)

            	 
      
	 
      	 
      	 
      
	
              Manager
      of International Exploration and Production

            	
              75%
      of Salary Allocation

            


    

    


    


    The terms
of this Exhibit “A” may be modified by the Parties as agreed to add or remove
positions to be provided from time to time hereunder or to adjust the
percentages without amending the terms and conditions of the Administrative
Services Agreement.