EXHIBIT  10.17

                            PROJECT MANAGER AGREEMENT


THIS  AGREEMENT is made and entered into effective the 8th day of March, 1992 by
and  between:

                        YINKA FOLAWIYO PETROLEUM CO. LTD.
                  (hereinafter referred to as "Owner/Operator")

                                       AND

                         LIBERTY TECHNICAL SERVICES LTD.
                (hereinafter referred to as "Technical Partner")

                                       and

                  ABACAN INTERNATIONAL RESOURCE MANAGEMENT INC.
                      (hereinafter referred to as "Abacan")

WHEREAS Technical Partner and Yinka Folawiyo Petroleum Company Limited ("Owner")
are  parties to that certain Joint Venture Agreement dated March 8, 1992 ("Joint
Venture  Agreement")  and the Joint Operating Agreement and Accounting Procedure
attached  thereto  as  Schedule  "B"  ("JOA")  relating  to  the  exploration,
development  and  production  sharing  of Oil Prospecting Licence No. 309 in the
Benin  Basin,  Nigeria  ("Concession");

WHEREAS  Owner  is  designated  as  Operator  under  the  JOA;

WHEREAS  Owner  and  Technical  Partner entered into an agreement dated March 8,
1992  wherein  Technical  Partner agreed to provide Owner certain administrative
and  technical  assistance  in  carrying  out its duties and responsibilities as
Operator  under  the  JOA  ("Technical  Assistance  Agreement");

WHEREAS  Technical Partner wishes to contract the services of Abacan who has the
necessary  qualified  administrative,  technical,  and professional personnel to
carry  out  the  duties of Project Manager pursuant to the JOA and the Technical
Assistance  Agreement;

NOW  THEREFORE,  in consideration of the premises and mutual covenants contained
herein,  the  Parties  hereby  agree  as  follows:

1.   Abacan  is  designated   Project  Manager  as  outlined  in  the  Technical
     Assistance  Agreement for the  Concession  and Abacan agrees to perform the
     responsibilities and duties set out in the JOA in accordance with the terms
     of this Agreement, the Technical Assistance Agreement and the JOA.


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2.   As Project Manager, Abacan will have the general responsibility of carrying
     out the duties and responsibilities as Operator of the Concession under the
     terms of the JOA and without  restricting  the generality of the foregoing,
     Project Manager will:

(i)  establish an Operating Committee  comprised of representatives  from Owner,
     Technical Partner and Abacan;

(ii) prepare Work Programs,  Budgets and  Authorizations  for  Expenditures  for
     approval by the Operating Committee;

(iii)prepare  and issue  Cash Calls for  operations  approved  by the  Operating
     Committee;

(iv) carry out operations on the Concession in accordance with the Work Programs
     and Authorizations for Expenditures approved the Operating Committee;

(v)  prepare  and  issue  statements,   billing  and  adjustments   relating  to
     operations carried out on the Concession.

3.   Abacan will be compensated for its duties  hereunder in accordance with the
     provisions of the  Accounting  Procedure  attached as an Exhibit to the JOA
     and the management agreement attached hereto.

4.   The  terms of this  Agreement  will be in  effect  for a period of five (5)
     years from the date hereof and may be renewed for a further  period of five
     (5) years with the  approval  of the  parties  hereto.  These  periods  are
     however  subject  to  earlier  termination  if in the  opinion of the Joint
     Operating  Committee the  Owner/Operator is deemed  technically  capable of
     performing its function as Operator.


IN  WITNESS  WHEREOF  the  Parties  have caused this Agreement to be executed in
duplicate  by  their authorized representatives effective as of the day and year
first  above  written.


LIBERTY  TECHNICAL  SERVICES  LTD.


Per:  /s/  Wade  Cherwayko
    ----------------------


ABACAN  INTERNATIONAL  RESOURCE  MANAGEMENT  INC.



<PAGE>
Per:  /s/  Wade  Cherwayko
    ----------------------


YINKA  FOLAWIYO  PETROLEUM  COMPANY  LTD.


Per:  /s/  Tunde  Folawiyo
    ----------------------