EXHIBIT  10.1

                             TERMINATION, SETTLEMENT
                             -----------------------
                              AND RELEASE AGREEMENT
                              ---------------------


Between

     (1)  Amni International Petroleum Development Company Limited ("Amni")

     (2)  Liberty Technical Services Limited ("Liberty")

Dated:          30  June  1998

Whereas

     (A)  Amni and Liberty are parties to the Joint Venture and Joint  Operating
          Agreements relating to the Licences/Leases.

     (B)  Various  disputes having arisen between the parties,  the parties have
          now agreed to settle their  disputes and to terminate  their  existing
          arrangements  and  replace  them  with a new  arrangement  as set  out
          herein.

NOW  THEREFORE  it  is  agreed  as  follows:

1.     Definitions
       -----------

The  following  terms  shall  have  the  meanings respectively ascribed thereto:

DEEP  ZONE          All  geological  formations  within and around the IMA Field
that  are  north  (upthrown)  and  south  (downthrown)  of  the geological fault
dividing  the  IMA  Field, all depths below the  geological formation within the
IMA  Field  known  as the <F> sand, as currently shown on the maps and schematic
cross-section  materials covering the IMA Field annexed hereto as Schedule B1 or
a  depth  of  12,150  feet (true vertical depth), whichever is the lesser depth,
lying  within  the  geographical co-ordinates along the northern boundary of OML
112  and  OPL  237,  to  the  southern  boundary  of  OML  112,  to  the western


<PAGE>
boundary of OML 112 and to the eastern boundary of 550,000m E, annexed hereto as
Schedule  B2.

EFFECTIVE  DATE     the  30th  day  of  June  1998

JOINT  OPERATIONS   all  operations  relating  to  the  IMA  Field  under
Licences/Leases  other  than  operations commenced after the Effective Date that
relate  to  the  Deep  Zone

JOINT DEVELOPMENT
    AGREEMENTS      the  agreements  listed  in  Schedule  A  hereto


IMA  FIELD          The  oil  producing  reservoir  known as the IMA Field lying
within  the Licences/Leases as shown on the plan attached as Schedule B@ hereto.

LICENCES/LEASES     Nigeria Oil Prospecting License 237, dated  October 13, 1994
and  Nigeria  Oil  Prospecting  License 469, dated August 24, 1993, subsequently
converted  to  Oil  Mining  License  112  on  February  12,  1998


2.     Termination  of  Joint  Development  Agreements
       -----------------------------------------------

With  effect  from  the  Effective  Date  the  Joint Venture and Joint Operating
Agreements are agreed by the parties to have ceased to be of any force or effect
and  all rights, obligations and liabilities arising thereunder or in connection
therewith  (whether  in  respect  of  the  period prior to the Effective Date or
thereafter)  are  deemed  to  be  canceled.

3.     Assignment  of  Interests
       -------------------------

Subject  to  any  necessary  government  consents


                                      -2-
<PAGE>
     (a)  Liberty  in  consideration  of  the  obligations  undertaken  by  Amni
          hereunder,  hereby  surrenders  and  assigns to Amni all of its right,
          title and interest in the Licences/Leases and all associated equipment
          located on the IMA Field and  materials  including 3D seismic data and
          other  geological  and/or  geophysical  information  acquired by or on
          behalf of the joint ventures established pursuant to the Joint Venture
          and Joint  Operating  Agreements  with effect from the Effective  Date
          with the  exception of (i)  Liberty's  interest in the  Langley,  (ii)
          Liberty's  existing  rights to  production  from the IMA Field (or the
          proceeds  thereof)  produced on or prior to the May 18, 1998 and (iii)
          Liberty's rights in the insurance  proceeds relating to the blowout of
          the IMA 9 well,  which proceeds  shall be used to partially  reimberse
          the cost of the first well to be  drilled in the Deep Zone,  all as is
          provided for in the Joint Operating  Agreement  attached as an Exhibit
          to the Joint  Venture  Agreement  and  attached  hereto as Schedule C.
          Liberty shall procure that all data and information  relating to Joint
          Operations  shall  be  released  to Amni  within  60 days of the  date
          hereof.

     (b)  Amni hereby grants a 10% working  interest in the Deep Zone to Liberty
          (or its nominee) on the terms set out in the Joint  Venture  Agreement
          attached hereto as Schedule C, which Joint Venture  Agreement has been
          executed on even date herewith.

     (c)  With  respect  to the Joint  Venture  Agreement  attached  hereto  and
          documents executed in connection  therewith  (collectively,  the "Deep
          Zone  Documents"),  Amni and Liberty  shall use their best  efforts to
          obtain the necessary governmental approvals required to consummate the
          transaction  provided therein as promptly as possible.  If by December
          1, 1998 the necessary  government  approvals  have not been  obtained,
          then  Amni  and  Abacan  shall  enter  into  such  other   contractual
          agreements as are  necessary to provide  Liberty (or its nominee) with
          all of  the  rights  and  benefits  provided  for  in  the  Deep  Zone
          Documents.

4.     Waiver  of  Claims
       ------------------

Amni  hereby  waives  all existing claims against and debts from Liberty, Abacan
Resource Corporation ("ARC") and all of its related subsidiaries, including, but
not  limited to, Abacan Technical Services Ltd. (collectively, "Abacan") arising
under  the  terms  of  the  Joint  Venture  and Joint Operating Agreements or in
respect  of  or  in connection with Joint Operations. Liberty hereby waives (and
will  procure  that  all  of  its affiliates also waive all existing claims) all
existing  claims  against  Amni  in  respect  of or in connection with the Joint
Operation  and  the  Joint  Venture  and  Joint  Operating  Agreements.


                                      -3-
<PAGE>
5.     Governing  Law
       --------------

     (a)  This  Agreement  shall be  governed  by,  construed,  intrepreted  and
          applied in accordance with the laws of England.

     (b)  Any dispute  arising out of and relating to this  Agreement  and which
          the Parties have not settled by themselves,  shall finally be decided,
          to the exclusion of the courts,  by arbitration in accordance with the
          arbitration  rules of the  International  Chamber of  Commerce.  Three
          arbitrators shall be appointed,  each party appointing one arbitrator,
          and  the  two  arbitrators  thus  appointed   choosing  the  presiding
          arbitrator.  In reaching a  decision,  the  arbitrators  shall act (ex
          aequo et bono] and shall be guided by the terms of this  Agreement and
          international practice in similar agreements.


IN  WITNESS whereof the Parties have caused this Agreement to be executed on the
date  above  written.



/s/  Tunde  Afolabi
-------------------
for  and  on  behalf  of
AMNI  INTERNATIONAL  PETROLEUM
DEVELOPMENT  COMPANY  LIMITED



/s/  Tunde  Folawiyo
--------------------
for  and  on  behalf  of
LIBERTY  TECHNICAL  SERVICES  LIMITED


                                      -4-
<PAGE>
                                   SCHEDULE A



1.   Joint  Venture  Agreement  for OPL 237 dated  2/12/94 as  restated as at 15
     September 1995 and the following related agreements of the same date

                            Joint Operating Agreement
                          Management Committee By-Laws
                         Technical Assistance Agreement

2.   Joint  Venture  Agreement for OPL 469 dated 19 August and restated as at 15
     September 1995 and the following related agreements of the same date

                            Joint Operating Agreement
                          Management Committee By-Laws
                         Technical Assistance Agreement

3.   All other agreements entered into by and between Amni or its affiliates and
     Abacan  with  respect  to  the  foregoing  agreements  or  relating  to the
     ownership and operation of the Joint Operations.


                                      -5-
<PAGE>
                                   SCHEDULE B


                                  THE IMA FIELD
                                  -------------

Please  see Schedule AD@ of the Joint Venture Agreement filed as Exhibit 10.3 to
the  Form  10-KSB  dated  effective  March  1,  1999.


                                      -6-
<PAGE>
                                   SCHEDULE C

                          DRAFT JOINT VENTURE AGREEMENT
                          -----------------------------

The finalized Joint Venture Agreement has been filed as Exhibit 10.3 to the Form
10-KSB  dated  effective  March  1,  1999.


                                      -7-
<PAGE>
               SUPPLEMENTAL AGREEMENT TO TSRA DATED JUNE 30, 1998




Date:     June  30,  1998
----

We  refer  to the TSRA being signed today between us.  Notwithstanding the terms
of such Agreement, the parties hereby agree that the issue of termination of the
JVA/JOA  remains  outstanding.

Accordingly,  the  parties hereby undertake to negotiate a termination clause in
good  faith  as  soon  as reasonably practicable hereafter (and in any event not
later  than  seven  days  from  the date hereof) along the following principles:

1.   Termination  will be permissible if either party fails to pay any sums due,
     whether as a result of default, insolvency, liquidation or receivership.

2.   The default may be remedied  within a 60-90 day period by the  defaulter or
     someone on his behalf.

3.   If it is not remedied  within such  period,  the  non-defaulting  party may
     terminate the JVA/JOA forthwith.

4.   Upon any such termination the terminating party will be compensated for the
     value of its interest in the project net of the cost of curing the default.



Agreed:/s/  Tunde  Folawiyo            Agreed:/s/  Tunde  Afolabi
       --------------------                   -------------------
       Liberty Technical Services Ltd.        Amni International Petroleum
                                              Development Company  Limited


                                      -8-
<PAGE>