EXHIBIT  10.4





                            JOINT OPERATING AGREEMENT

                                     BETWEEN


                    AMNI INTERNATIONAL PETROLEUM DEVELOPMENT
                                 COMPANY LIMITED



                                       AND



                         LIBERTY TECHNICAL SERVICES LTD.




                               REGARDING THE DEEP
                            ZONES OF  THE  IMA FIELD





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<TABLE>
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                                TABLE OF CONTENTS


ARTICLES                                                                            PAGE
----------------------------------------------------------------------------------  ----
<S>                                                                                 <C>

ARTICLE I - DEFINITIONS                                                                1
1.1  Definitions                                                                       1
1.2  Schedules                                                                         9
1.3  Interpretation                                                                    9

ARTICLE II - DURATION                                                                 10
2.1  Effective Date and Term                                                          10
2.2  Continuing Obligation                                                            10

ARTICLE III - SCOPE AND UNDERSTANDING                                                 10
3.1  Scope                                                                            10
3.2  Understanding                                                                    11

ARTICLE IV - PARTICIPATING INTEREST                                                   11
4.1  Participating Interest                                                           11
4.2  Ownership, Obligations and Liabilities Governed by Joint Venture Agreement       11

ARTICLE V - THE OPERATOR                                                              11
5.1  Designation of the Operator                                                      11
5.2  Resignation or Removal of the Operator                                           11
5.3  Removal of the Operator                                                          12
5.4  Appointment of Successor                                                         12
5.5  Commingling of Funds                                                             13

ARTICLE VI - AUTHORITY AND DUTIES OF THE OPERATOR                                     13
6.1  Rights                                                                           13
6.2  Responsibility                                                                   14
6.3  Liens and Encumbrances                                                           15
6.4  Employees and Contractors                                                        15
6.5  Representation of The Parties                                                    16
6.6  Records                                                                          16
6.7  Reports                                                                          16
6.8  Consultation and Information                                                     17
6.9  Joint Account Expenditures and Actions                                           17
6.10  Disposal and Abandonment                                                        18

ARTICLE VII - RIGHTS OF THE PARTIES                                                   20
7.1  Reservation of Rights                                                            20
7.2  Inspection Rights                                                                20
7.3  Access Rights                                                                    20

ARTICLE VIII - THE OPERATING COMMITTEE                                                21
8.1  Establishment and Powers                                                         21
8.2  Representation                                                                   21
8.3  Chairman                                                                         22
8.4  Meetings                                                                         22
8.5  Minutes                                                                          22
8.6  Action Without a Meeting                                                         23
8.7  Sub-Committees                                                                   23
8.8  Voting Procedure                                                                 23
8.9  Concession Provisions                                                            24
8.10  Notification to the Committee                                                   24
8.11  Costs                                                                           24

ARTICLE IX - PROJECT MANAGER                                                          25
9.1                                                                                   25

ARTICLE X - FUNDING OF THE JOINT OPERATIONS                                           25
10.1  Cash Call                                                                       25
10.2  Payments for Joint Operations Expenditures                                      26
10.3  Failure of a Party to Pay a Cash Call                                           26

ARTICLE XI - INSURANCE AND LITIGATION                                                 27
11.2  Joint Account Insurance                                                         27
11.3  Indemnity                                                                       29
11.4  Litigation                                                                      29
11.5  IMA #11 Insurance Proceeds                                                      31

ARTICLE XII - EXPLORATION WORK PROGRAMME AND BUDGET                                   31
12.1  Annual Work Programme and Budget                                                31
12.2  Authorization for Expenditure                                                   32
12.3  Amendment                                                                       32

ARTICLE XIII - APPRAISAL WORK PROGRAMME AND BUDGET                                    33
13.1  Joint Work Programme and Budget                                                 33
13.2  Authorization for Expenditure                                                   33
13.3  Review and Amendment                                                            34

ARTICLE XIV - DEVELOPMENT WORK PROGRAMME AND BUDGET                                   34
14.1  Joint Work Programme and Budget                                                 34
14.2  Authorization for Expenditure                                                   35
14.3  Review and Amendment                                                            36

ARTICLE XV - PRODUCTION WORK PROGRAMME AND BUDGET                                     37
15.1  Annual Work Programme and Budget                                                37
15.2  Authorization for Expenditure                                                   37
15.3  Amendment                                                                       38

ARTICLE XVI - SOLE RISK OPERATIONS                                                    38
16.1  Definitions                                                                     38
16.2  Sole Risk Operations                                                            39
16.3  Conditions for Sole Risk Operations                                             40
16.4  Sole Risk Notice                                                                40
16.5  Sole Risk Operation as Joint Operation                                          41
16.6  Sole Risk Operation                                                             41
16.7  Operator of Sole Risk Operation                                                 41
16.8  Commencement of Sole Risk Operation                                             41
16.9  Information Concerning Sole Risk Operation                                      42
16.10  Election to Participate in Further work                                        42
16.11  Use of Joint Property and Personnel of the Operator for Sole Risk Operation    42
16.12  Indemnification of the Non-Consenting Party                                    42
16.13  Title to The Sole Risk Operation, Production and Facilities                    42

ARTICLE XVII - ACCOUNTING PROCEDURE                                                   43
17.1                                                                                  43

ARTICLE XVIII - DEFAULT                                                               43
18.1  Failure to Pay                                                                  43
18.2  Remedy of Default                                                               44
18.3  Continuation of Default                                                         44
18.4                                                                                  45
18.5                                                                                  45
18.6  Other Remedies                                                                  45

ARTICLE XIX - DISPOSITION OF PRODUCTION                                               45
19.1  Right and Obligation to Take in Kind                                            45
19.2  Offtake Agreement for Crude Oil                                                 46
19.3  Separate Agreement for Natural Gas                                              47

ARTICLE XX - CONFIDENTIALITY                                                          47
20.1  Confidentiality Data and Information                                            47
20.2  Trading Rights                                                                  48

ARTICLE XXI - PUBLIC ANNOUNCEMENTS                                                    49
21.1                                                                                  49
21.2                                                                                  49
21.3                                                                                  49

ARTICLE XXII - OUTGOINGS AND GRANTS                                                   49
22.1  Outgoings                                                                       49
22.2  Grants                                                                          50

ARTICLE XXIII - COVENANT, UNDERTAKING, RELATIONSHIP AND TAX                           50
23.1  Covenant and Undertaking                                                        50
23.2  Relationship                                                                    50
23.3  Tax                                                                             51

ARTICLE XXIV - ASSIGNMENT AND ENCUMBRANCES                                            51
24.1  Restriction                                                                     51

ARTICLE XXV - WITHDRAWAL                                                              51
25.1  Restriction                                                                     51
25.2  Withdrawal                                                                      51
25.3  Conditions                                                                      52

ARTICLE XXVI - FORCE MAJEURE                                                          53
26.1                                                                                  53
26.2                                                                                  54

ARTICLE XXVII - NOTICES                                                               54
27.1                                                                                  54

ARTICLE XXVIII - DISPUTE RESOLUTIONS PROVISIONS                                       54
28.1                                                                                  54
28.2                                                                                  54
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<PAGE>

                            JOINT OPERATING AGREEMENT
                            -------------------------


THIS  JOINT  OPERATING  AGREEMENT is made effective the 30th  day of June, 1998.

BETWEEN:

     AMNI INTERNATIONAL  PETROLEUM  DEVELOPMENT  COMPANY LIMITED,  of Plot 1377B
     Tiamiyu  Savage  Street,  Victoria  Island,  P.O. Box 54452,  Falomo Ikoyi,
     Lagos, Nigeria (hereinafter referred to as "AMNI."

                                       and

     LIBERTY TECHNICAL SERVICES LTD., of 7th Floor, Folawiyo Plaza, 38 Warehouse
     Road, Apapa, Lagos, Nigeria (hereinafter referred to as "Liberty")

WHEREAS

1.   Pursuant to the Joint Venture  Agreement dated as of even date herewith (as
     modified from time to time, a AJoint Venture  Agreement@)  AMNI and Liberty
     entered into a joint venture for the  exploration  and  development  of the
     Deep Zones associated with the IMA Field;

2.   AMNI and Liberty each hold certain working and revenue interest in the Deep
     Zones pursuant to the provisions contained in the Joint Venture Agreement;

3.   The Joint  Venture  Agreement  contemplates  the  execution of an agreement
     providing for the joint exploration,  development and production  operation
     of the  Deep  Zones  as well as the  management  of the  Deep  Zones by the
     Operator,  all in  accordance  with the terms,  provisions  and  conditions
     hereinafter set forth;

NOW  THEREFORE,  in  consideration of the promises and covenants hereinafter set
forth,  the  Parties  hereby  agree  as  follows:

                             ARTICLE I - DEFINITIONS
                             -----------------------

1.1  DEFINITIONS

     Capitalized  terms  used  herein  but not  defined  herein  shall  have the
     meanings specified by the Joint Venture Agreement.

1.1.1     "ABANDONMENT  AGREEMENT"  means  the  proper  plugging  and abandoning
          of a well in compliance  with the  Regulations  and the restoration of
          the well site to the  satisfaction  of any  governmental  body  having
          jurisdiction  with respect thereto and to the reasonable  satisfaction
          of the owner and occupier of the surface.

<PAGE>

1.1.2     "ACCOUNTING  PROCEDURE"  means the  procedure  set out in Schedule "A"
          hereto.

1.1.3     "ACT"means  the  Petroleum Act of 1969  (Nigeria)  and its  subsidiary
          legislation, all amendments thereto and all Regulations,  policies and
          statements passed in relation thereto.

1.1.4     "AFFILIATE"  OR "AFFILIATED  COMPANY" means a company,  partnership or
          other legal  entity which  controls,  or is  controlled  by, an entity
          which controls a Party, and for the purposes  hereof,  "control" means
          the ownership  directly or indirectly of more than fifty (50%) percent
          of the shares or voting rights or privileges in a company, partnership
          or legal entity.

1.1.5     "AGREEMENT"  OR  "JOINT  OPERATING   AGREEMENT,"  "HEREOF,"  "HEREIN,"
          "HERETO" and similar expressions means this Joint Operating Agreement,
          together  with  schedules   attached   hereto  and  any  amendment  or
          amendments made between the Parties in writing from time to time.

1.1.6     "AGREED  INTEREST RATE" means interest  compounded on a monthly basis,
          at the rate per annum  equal to the one (1) month  term LIBOR rate for
          U.S. Dollar  deposits,  as published by The Wall Street Journal or, if
          not published,  then by the Financial Times of London plus two percent
          (2%)  application  on the first  Business Day prior to the due date of
          payment and  thereafter on the first  Business Day of each  succeeding
          one  (1)  month  term.  If  the  aforesaid  rate  is  contrary  to any
          applicable  usury law, the rate of interest to be charged shall be the
          maximum rate permitted by such applicable law.

1.1.7     "AMNI" means Amni International Petroleum Development Company Limited.

1.1.8     "APPRAISAL  WELL"  means  any  well  whose  purpose  at  the  time  of
          commencement of drilling such well is the  determination of the extent
          or  the  volume  of  Petroleum   reserves  contained  in  an  existing
          Discovery.

1.1.9     "ASSETS" means the fixed and moveable  assets of the Joint  Operations
          including  without  limitation  any OPL or OML  establishing  the Deep
          Zones  of  the  IMA  Field,  exploration,   development,   production,
          transportation, storage, delivery and export facilities and associated
          assets  including  but not  limited to  offices,  housing  and welfare
          facilities.

1.1.10    "AUTHORITY FOR  EXPENDITURE" OR "AFE" means a written  statement of an
          operation proposed to be conducted  pursuant to this Agreement,  which
          statement shall include:

<PAGE>
          (a)  the type,  purpose and location of such operation,  in sufficient
               detail  to enable a Party to  understand  the  nature,  scope and
               sequence of such  operation,  the proposed  time frame over which
               such  operation  will be conducted  and, if such operation is the
               drilling  or  deepening  of a well,  the  projected  total  depth
               thereof,  the proposed  surface  coordinates  of the well and, if
               they will differ  materially from the surface  coordinates of the
               well, the proposed bottomhole coordinates therefor; and

          (b)  the proposing  Party's estimate of the anticipated  costs of such
               operation, which estimate shall be in sufficient detail to enable
               a Party to identify,  in summary form, the  anticipated  costs of
               the various identifiable  segments of such operation,  including,
               if applicable,  those costs which relate to drilling,  completing
               and equipping a well.

1.1.11    "AVAILABLE  PRODUCTION"  means the quantity of Petroleum  which can be
          efficiently  and  economically  produced and saved from the  producing
          wells subject to any production  allowable within limitations  imposed
          by  the  Ministry  or  other  technical   limitations  resulting  from
          operations.

1.1.12    "BARREL"  means a quantity  consisting of forty-two (42) United States
          gallons,  corrected to a temperature of sixty (60) degrees  Fahrenheit
          under one (1) atmosphere of pressure.

1.1.13    "BUSINESS  DAY" means a day on which the banks in London,  England and
          Zurich, Switzerland are customarily open for business.

1.1.14    "CALENDAR  QUARTER"  means a period  of three (3)  consecutive  months
          commencing on January 1 and ending the following March 31, a period of
          three (3) months  commencing  on April 1 and  ending on the  following
          June 30, a period of three (3) months  commencing on July 1 and ending
          on  the  following  September  30 or a  period  of  three  (3)  months
          commencing  on  October 1 and  ending  on the  following  December  31
          according to the Gregorian Calendar.

1.1.15    "CALENDAR  YEAR" means a period of twelve (12)  months  commencing  on
          January 1 and ending on the  following  December 31  according  to the
          Gregorian Calendar.

1.1.16    "CASH CALL" means the amount in Dollars (or such other currency as the
          Operating  Committee shall  reasonably  designate) which the Operating
          Committee  requires  a Cash Call  Party to pay into the Joint  Account
          during a Cash Call Month to meet such Party's  Participating  Interest
          of  Petroleum  Costs  required  to be paid during the Cash Call Month,
          after  adjusting  for balances or deficits in such bank account or the
          Operator's  accounting  records  (as the  case  may be) as well as any
          credit receipts  anticipated during such month, all in accordance with
          Article VIII of this Agreement.

1.1.17    "CASH CALL MONTH" means the calendar month in which specific costs and
          expenditures are to be incurred for the Joint Account.

<PAGE>
 1.1.18   "CASH CALL PARTY" means a party that has an  obligation,  be it direct
          or  indirect,  to pay  for  costs  associated  with  the  exploration,
          development and production of Petroleum from the Deep Zones of the IMA
          Field.

1.1.19    "CASH  PREMIUM"  means the payment  made  pursuant to Article XVI by a
          Non-Consenting  Party to reinstate its right to  participate in a Sole
          Risk Operation.

1.1.20    "COMMERCIAL PRODUCTION QUOTA" means the quantity of Petroleum fixed or
          established by the National Petroleum Investments  Management Services
          ("NAPIMS") (or any other regulatory agency from time to time on behalf
          of the Ministry as the permissible  quantity that may be produced from
          the Deep  Zones of the IMA  Field (or a  portion  hereof),  on a crude
          stream basis for a particular month or Calendar Quarter.

1.1.21    "COMPLETION"  means an  operation  intended to complete a well through
          the  Christmas  tree as a producer of  Petroleum  in one or more Zones
          including,  but not  limited  to, the  setting of  production  casing,
          perforating,  stimulating the well and production Testing conducted in
          such operation.  "COMPLETE" and other  derivatives  shall be construed
          accordingly.

1.1.22    "CONCESSION" means a certain geographic area described and governed by
          an OPL or OML and allocated to an owner for the purpose of exploration
          and exploitation.

1.1.23    "CONCESSION  BLOCK 237" means the surface area  delineated  in OPL 237
          details of which are more  particularly  described  in the survey plan
          annexed to OPL 237, as such area may vary from time to time during the
          term of OPL  237  and any  extensions  thereto,  or Oil  Mining  Lease
          arising therefrom.

1.1.24    "CRUDE OIL" means the liquid  petroleum which has been treated but not
          refined and includes condensates but excludes water and sediments.

1.1.25    "DATA"  has  the  meaning  set  out  in  Article  20.2.1

1.1.26    "DAY(S)"  means  a  calendar  day  unless otherwise specifically
          provided.

1.1.27    "DEFAULTING  PARTY"  shall have the meaning ascribed in Article XVIII.

1.1.28    "DEEPENING"  means  an  operation  whereby  a well  is  drilled  to an
          objective zone below the deepest zone in which the well was previously
          drilled,  or below the deepest zone  proposed in the  associated  AFE,
          whichever  is the  deeper.  Deepen  and  other  derivatives  shall  be
          construed accordingly.

<PAGE>
1.1.29    ADEEP ZONES@ means 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  producing reservoir within the IMA Field, known as the AF@
          sand,  as  currently  shown on the maps  and  schematic  cross-section
          materials  covering the IMA Field,  which are attached as Schedule AD@
          to the Joint Venture  Agreement between Amni  International  Petroleum
          Company  Limited  and  Liberty  Technical  Services  Ltd, of even date
          herewith 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  boundary  of OML  112  and to the  eastern
          boundary of 550,000  meters East,  as reflected on the maps of the IMA
          Field attached to the Joint Venture Agreement.

1.1.30    "DEVELOPMENT  PLAN" means a plan for the development of Petroleum from
          an  Exploitation  Area  covering all or a portion of the Deep Zones of
          the IMA Field.

1.1.31    "DEVELOPMENT  WELL"  means  any well  drilled  for the  production  of
          Petroleum pursuant to a Development Plan.

1.1.32    "DISCOVERY"  means the discovery of an accumulation of Petroleum whose
          existence until that moment was unknown.

1.1.33    "DOLLARS" OR "US$" means dollars of the United States of America.

1.1.34    "EFFECTIVE  DATE" means the date this  Agreement  comes into effect as
          stated in Article II.

1.1.35    "ENTITLEMENT"  means a quantity of  Petroleum of which a Party has the
          right and  obligation  to take  delivery  pursuant to the terms of the
          Joint Venture Agreement or, if applicable,  an offtake agreement,  and
          shall  be  derived  from the  Party's  Participating  Interest  in the
          Petroleum produced after adjustment for overlifts and underlifts.

1.1.36    "EXPLOITATION AREA" means that part of the Deep Zones of the IMA Field
          which  is  delineated  in a  Development  Plan  approved  as  a  Joint
          Operation or as Sole Risk Operation.

1.1.37    "EXPLOITATION PERIOD" means any and all periods of exploitation during
          which the  production  and removal of Petroleum from the Deep Zones of
          the IMA Field is permitted under OML 112 or Concession Block 237.

1.1.38    "EXPLORATION  WELL"  means  any well  drilled  during  the  course  of
          exploration work other than an Appraisal Well or Development Well.

1.1.39    "G & G DATA" means any geological,  geophysical  and geochemical  data
          and other information that is not obtained through a wellbore.

1.1.40    "GOVERNMENT" means the Federal government of Nigeria as represented by
          the Ministry of Petroleum Resources.

<PAGE>
1.1.41    AIMA  FIELD@  means the area  reflected  on  Schedule D, which area is
          contained  within  Concession  Block 469 as  delineated in Nigeria Oil
          Prospecting License 469, dated August 24, 1993, subsequently converted
          to Oil Mining  License  112 on February  18, 1998 and, if  applicable,
          Concession Block 237

1.1.42    "JOINT  ACCOUNT" means those  accounts  maintained by the Operator and
          the Liberty in  accordance  with the  provisions  of the Joint Venture
          Agreement and this Agreement and of the Accounting Procedure for Joint
          Operations.

1.1.43    "JOINT  OPERATIONS" means those operations and activities  carried out
          by the  Operator  pursuant to this  Agreement,  the costs of which are
          chargeable to all Parties.

1.1.44    "JOINT PROPERTY"  means, at any point in time, all wells,  facilities,
          equipment, materials, information, funds and the property held for the
          Joint  Account and that has been  acquired  and/or will be paid for by
          the Parties based on their Participating Interests.

1.1.45    "JOINT   VENTURE   AGREEMENT"   has  the  meaning   specified  in  the
          introduction on the first page hereof.

1.1.46    "LIBERTY"  means  Liberty  Technical  Services  Ltd.

1.1.47    "MINISTRY"   means  the  Ministry  of   Petroleum   Resources  of  the
          Government.

1.1.48    "NON-CONSENTING  PARTY" means a Party who elects not to participate in
          a Sole Risk Operation.

1.1.49    "NON-OPERATOR"  means the Party or Parties to the Agreement other than
          the Operator.

1.1.50    "OIL MINING  LEASE" or "OML" means a lease  called an oil mining lease
          issued by the Ministry  following  the  fulfilment of the minimum work
          obligations or the discovery of Commercial Quantities of Petroleum.

1.1.51    "OIL  MINING  LEASE 112" or "OML 112" means the oil mining  lease that
          was issued by the  Ministry to the holder of OPL 469 on  February  18,
          1998  and  includes  (a)  all  rights,   title  and  interest  granted
          thereunder, including any extension, renewal or amendment thereof made
          in  writing,  and (b) all  schedules  and plans  attached  thereto  or
          referred  to  therein  pursuant  to which  the Amni  has  acquired  an
          interest in all  Petroleum  found and produced  within the  geographic
          area defined and  described  therein  including  the right to prospect
          for, take and remove and sell any petroleum.

<PAGE>
1.1.52    "OIL  PROSPECTING  LICENSE"  OR "OPL"  means a  license  called an oil
          prospecting  license  issued by the  Ministry  and which grants to the
          holder  exclusive  rights to explore and prospect for Petroleum within
          the area of the license.

1.1.53    "OIL  PROSPECTING  LICENSE NO. 237" OR "OPL 237" means Oil Prospecting
          License No. 237 issued by the  Minister of  Petroleum  Resource of the
          Government to the Owner on December 22, 1994,  and  includes:  (a) all
          rights, title and interest granted thereunder including any extension,
          renewal or amendment thereof made in writing and (b) all schedules and
          plans  attached  thereto or referred to therein  pursuant to which the
          Owner has  acquired an interest in all  Petroleum  found and  produced
          within Concession Block 237, including the right to prospect for, take
          and remove and sell any Petroleum.

1.1.54    "OPERATOR"  means a  Party  to this  Agreement  designated  as such in
          accordance with this Agreement.

1.1.55    "OPERATING  COMMITTEE"  means the committee  constituted in accordance
          with Article VIII.

I.1.56    "OWNER"  means  AMNI.

1.1.57    "PARTICIPATING  INTEREST"  means the  Participating  Interests  of the
          Parties as defined in the Joint Venture Agreement.

1.1.58    "PARTIES"  means  collectively  AMNI and  Liberty  and any  respective
          successor-in-title  or assigns in  accordance  with the  provisions of
          this Agreement.

1.1.59    "PARTY" means AMNI or Liberty and any  respective  successors-in-title
          or assigns in accordance with the provisions of this Agreement.

1.1.60    "PETROLEUM"  means  all  mineral  oil  (or any  related  hydrocarbons)
          natural  gas, as it exists in its natural  state in strata  (including
          condensate,   sulphur  and  any  and  all  other  liquid  and  gaseous
          hydrocarbons)  and does not include coal or bituminous states or other
          stratified  deposits  from which oil can be extracted  by  destructive
          distillation.

1.1.61    "PETROLEUM  COSTS" means those reasonable  costs,  claims and expenses
          incurred by the Operator,  from time to time on or after the Effective
          Date,  both  within  and  outside  of  Nigeria,  directly  related  to
          exploration,  development  and  production of Petroleum  from the Deep
          Zones of the IMA Field that have been  properly  incurred  pursuant to
          the terms of this Joint Operating Agreement.

1.1.62    "PETROLEUM OPERATIONS" means the entire process of exploring, drilling
          and  producing  the  Petroleum  contained in the Deep Zones of the IMA
          Field in accordance  with the  Regulations and the laws of the Federal
          Republic of Nigeria.

<PAGE>
1.1.63    "PLUGGING  BACK"  means a single  operation  whereby a deeper  Zone is
          abandoned in order to attempt a Completion in a shallower Zone.  "PLUG
          BACK" and other derivatives shall be construed accordingly.

1.1.64    "RECOMPLETION"  means  an  operation whereby  a  Completion  in  one
          Zone is abandoned in order to attempt a Completion in a different Zone
          within the existing wellbore. "RECOMPLETE" and other derivatives shall
          be construed accordingly.

1.1.65    "REGULATIONS"   means  all  rules,   orders,   policy  statements  and
          regulations  affecting Oil Prospecting  Licenses and Oil Mining Leases
          in effect from time to time and made by the  Government  in respect of
          concession blocks and operations conducted thereon.

1.1.66    "REWORKING"  means an  operation  conducted  in the wellbore of a well
          after Completion to secure,  restore,  or improve production in a Zone
          which is currently open to production in the wellbore. Such operations
          include  but  are not  limited  to well  stimulation  operations,  but
          exclude  any  routine  repair  or   maintenance   work,  or  drilling,
          Sidetracking, Deepening, Completing, Recompleting, or Plugging Back of
          a well. "REWORK" and other derivatives shall be construed accordingly.

1.1.67    "SENIOR SUPERVISORY  PERSONNEL" means any supervisory  employee of the
          Operator  who  functions  as  the  Operator=s  designated  manager  or
          supervisor  who is responsible  for, or in charge of onsite  drilling,
          construction  or production and related  operations or any other field
          operation.

1.1.68    "SIDETRACKING" means the directional control and intentional deviation
          of a well from  vertical  so as to change  the  bottom  hole  location
          unless done to straighten the hole or to drill around junk in the hole
          or to overcome other  mechanical  difficulties.  "SIDETRACK" and other
          derivatives shall be construed accordingly.

1.1.69    "SOLE RISK  OPERATOR"  means a Party who agrees to  participate in and
          pay its share of the cost of a Sole Risk Operation.

1.1.70    "SOLE RISK OPERATION"  means those  operations and activities  carried
          out by the Sole Risk Operator,  pursuant to this Agreement,  the costs
          of which are chargeable to the account of less than all the Parties.

1.1.71    "SOLE RISK  EXPLORATORY  WELL" means a well drilled pursuant to a Sole
          Risk Operation.

1.1.72    "TAX  OIL"  means  thirty  percent  (30%) of the total  production  of
          Petroleum  from the Deep  Zones of the IMA Field  which  shall be held
          pursuant to an arrangement  acceptable to the parties hereto  pursuant
          to which the Government will be paid all royalties,  petroleum profits
          taxes  and other  taxes and  governmental  levies  due and owing  with
          respect to Joint Operations

<PAGE>
1.1.73    "TESTING"  means an  operation  intended to evaluate the capacity of a
          Zone to  produce  Petroleum.  "TEST"  and other  derivatives  shall be
          construed accordingly.

1.1.74    "WORK   PROGRAMME  AND  BUDGET"  means  a  work  programme  for  Joint
          Operations  and budget thereof as described and approved in accordance
          with Articles 12, 13, 14 and 15.

1.1.75    "ZONE"  means a stratum  of earth  containing  or thought to contain a
          common accumulation of Petroleum separately  producible from any other
          common accumulation of Petroleum.

1.2       SCHEDULES

1.2.1     The following  Schedules are attached hereto and  incorporated in this
          Agreement:

         (a)   Schedule  "A"  which  is  the  Uniform  Accounting  Procedure
         (b)   Schedule  "B"  which  is  the  Uniform Project Implementation
               Procedure;
         (c)   Schedule  "C"  which  is  the  Uniform Nomination Scheduling 
               and Lifting Procedure;
         (d)   Schedule  "D"  which is a map showing the location of the IMA
               Field; and
         (e)   Schedule  "E"  which is a copy of the AFE that has been 
               submitted to the insurance  carriers  regarding  the  drilling
               of  IMA  #11.

1.3      INTERPRETATION

1.3.1     Save to the extent that the context or the express  provisions of this
          Agreement otherwise requires:

          (a)  Words  importing  the singular  shall include the plural and vice
               versa;

          (b)  Headings  are for  convenience  of  reference  only and shall not
               affect the construction of this Agreement;

          (c)  All  references to articles and  schedules  shall be construed as
               references to articles of and schedules to this Agreement.

          (d)  All  references  to  documents or other  instruments  include all
               amendments and replacements thereof and supplements thereto;

          (e)  All   references  to  persons  or   corporations   include  their
               successors-in-title,     transferees,     assigns    and    legal
               representatives;

<PAGE>
          (f)  All  references  to any  statute  or  statutory  provision  shall
               include  references to any statute or statutory  provisions which
               amends, extends,  consolidates or replaces the same for which has
               been amended, extended,  consolidated or replaced by the same and
               shall  include  any  orders,  Regulations,  instrument  or  other
               subordinate legislation made under the relevant statue.

                              ARTICLE II - DURATION
                              ---------------------

2.1       EFFECTIVE  DATE  AND  TERM

          This Agreement shall be deemed to have commenced on the Effective Date
          of the Joint  Venture  Agreement  and shall,  subject to Article  XXV,
          continue for so long as the Joint Venture  Agreement  remains in force
          or,  otherwise  until all materials,  equipment and personal  property
          used in  connection  with the Joint  Operations  have been removed and
          disposed of, and final  settlement  has been made among the Parties in
          accordance with their respective rights and obligations hereunder.

          For the avoidance of doubt, portions of this Agreement as described in
          (a), (b), and (c) below shall remain in effect until:

          (a)  all wells have been properly abandoned in accordance with Article
               6.10;

          (b)  all  obligations,  claims,  arbitrations  and lawsuits  have been
               settled or otherwise disposed of; and

          (c)  the time relating to the protection of  confidential  information
               and proprietary technology has expired in accordance with Article
               XX.

2.2       CONTINUING  OBLIGATION

          The provisions of this  Agreement  which for any reason require action
          or  forbearance  after the expiration of the term of this Agreement or
          the termination of this Agreement for whatever cause either  generally
          or in respect of the party by virtue of that  Party  withdrawing  from
          this Agreement or selling,  transferring or assigning the whole of its
          Participating  Interest  shall remain  operative and in full force and
          effect regardless of the expiry or termination of this Agreement.

                      ARTICLE III - SCOPE AND UNDERSTANDING
                      -------------------------------------

3.1       SCOPE

3.1.1     The scope of this Agreement  shall extend to the  exploration  for and
          the production and marketing of Petroleum in respect of the Deep Zones
          of the IMA Field.

<PAGE>
3.1.2     Notwithstanding the foregoing,  this Agreement shall not extend to any
          joint financing  arrangements or any joint marketing or joint sales of
          Petroleum.

3.2       UNDERSTANDING

          This  Agreement and the Joint Venture  Agreement  represent the entire
          understanding  of the Parties in relation to the Deep Zones of the IMA
          Field.

                       ARTICLE IV - PARTICIPATING INTEREST
                       -----------------------------------

4.1       PARTICIPATING  INTEREST

          The  Participating  Interests  of the  Parties in the  Production  and
          Petroleum Costs are as set forth in the Joint Venture Agreement.

4.2       OWNERSHIP, OBLIGATIONS  AND  LIABILITIES  GOVERNED  BY  JOINT  VENTURE
          AGREEMENT

          (a)  Unless otherwise  provided in this Agreement,  all the rights and
               interests  in and under the Joint  Venture  Agreement,  all Joint
               Property and any  Petroleum  produced  from the Deep Zones of the
               IMA Field  shall be owned by the Parties in  accordance  with the
               provisions of the Joint Venture Agreement.

          (b)  Unless otherwise  provided in this Agreement,  the obligations of
               the Parties under the Joint Venture Agreement and all liabilities
               and  expenses  incurred  in  accordance  with  the  terms of this
               Agreement by the  Operator in  connection  with Joint  Operations
               shall be  charged  to the Joint  Account  and all  credits to the
               Joint  Account   shall  be  shared  by  the  Parties,   as  among
               themselves,  in accordance  with their  respective  Participating
               Interests.

          (c)  Unless otherwise provided in this Agreement,  all liabilities and
               costs incurred by any Party in accordance  with the terms of this
               Agreement in connection with Joint  Operations  shall be borne by
               the  Parties  in  accordance  with the  provisions  of the  Joint
               Venture Agreement.

                            ARTICLE V - THE OPERATOR
                            ------------------------

5.1       DESIGNATION  OF  THE  OPERATOR

          AMNI is  hereby  designated  as the  Operator,  and  agrees  to act in
          accordance  with  the  terms  and  conditions  of  the  Joint  Venture
          Agreement, all applicable Regulations and this Agreement,  which terms
          and conditions shall also apply to any successor Operator.

5.2       RESIGNATION  OR  REMOVAL  OF  THE  OPERATOR

<PAGE>
          Subject to Article  5.3,  the  Operator  may resign as Operator at any
          time by so  notifying  the other  Parties at least one hundred  twenty
          (120) Days prior to the effective date of such resignation.

5.3       REMOVAL  OF  THE  OPERATOR

          (a)  Subject to  Article  5.3,  the  Operator  shall be  removed  upon
               receipt of notice from any Non-Operator if:

               (i)  an order is made by a court or an  effective  resolution  is
                    passed  for the  dissolution,  liquidation,  winding  up, or
                    reorganization of the Operator;

               (ii) the  Operator   dissolves,   liquidates  or  terminates  its
                    corporate existence;

               (iii)the  Operator  becomes  insolvent,   bankrupt  or  makes  an
                    assignment for the benefit of creditors;

               (iv) a  receiver  is  appointed  for a  substantial  part  of the
                    Operator's assets;

               (v)  the  Operator  commits a  substantial  breach of a  material
                    provision  of this  Agreement  and fails to cure the  breach
                    within thirty (30) Days after notice of the breach; or

               (vi) the Operator or has its rights suspended pursuant to Section
                    15.1 of the Joint Venture Agreement.

          (b)  If the  Operator  together  with any  Affiliate  of the  Operator
               ceases  to be a  holder  of a  Participating  Interest,  then the
               Operator shall be required to promptly  notify the other Parties.
               The Operating Committee shall then vote within fourteen (14) Days
               of such  notification  on  whether  or not a  successor  Operator
               should be named pursuant to Article 5.4.

5.4       APPOINTMENT  OF  SUCCESSOR

          When a change of Operator occurs pursuant to Article 5.2 or Article 
          5.3:

          (a)  The Operating Committee shall meet as soon as possible to appoint
               a successor  Operator pursuant to the voting procedure of Article
               VIII.  However,  no Party  may be  appointed  successor  Operator
               against its will.

          (b)  If an Operator is removed, neither the Operator nor any Affiliate
               of the  Operator  shall  have the right to vote for itself on the
               appointment  of a  successor  Operator,  nor be  considered  as a
               candidate for the successor Operator.

          (c)  A resigning or removed  Operator shall be compensated  out of the
               Joint Account for its reasonable expenses directly related to its
               resignation or removal.

<PAGE>
          (d)  The  Operating  Committee  shall  arrange  for the  taking  of an
               independent inventory of all Joint Property and Petroleum, and an
               audit of the books and  records  of the  removed  Operator.  Such
               inventory  and audit shall be  completed,  if possible,  no later
               than  the  effective   date  of  the  change  of  Operator.   The
               liabilities  and  expenses of such  inventory  and audit shall be
               charged to the Joint Account.

          (e)  The resignation or removal of the Operator and its replacement by
               the  successor  Operator  shall  not  become  effective  prior to
               receipt of any necessary governmental approvals.

          (f)  Upon  the  effective  date of the  resignation  or  removal,  the
               successor  Operator  shall  succeed  to all  duties,  rights  and
               authority prescribed for the Operator.  The former Operator shall
               transfer to the successor Operator custody of all Joint Property,
               books of account,  records and other documents  maintained by the
               Operator  pertaining  to the Deep Zones and to Joint  Operations.
               Upon  delivery  of the  above-described  property  and data,  the
               former  Operator  shall  be  released  and  discharged  from  all
               obligations and liabilities as Operator accruing after such date.

5.5       COMMINGLING  OF  FUNDS

          The Operator may not commingle  with its own funds the monies which it
          receives from or for the Joint  Account  pursuant to the Joint Venture
          Agreement and this Agreement.

                ARTICLE VI - AUTHORITY AND DUTIES OF THE OPERATOR
                -------------------------------------------------

6.1       RIGHTS

6.1.1     Subject to the terms and conditions of the Joint Venture Agreement and
          this Agreement,  the Operator shall have all of the rights,  functions
          and duties of the Operator under the Joint Venture Agreement and shall
          have  exclusive  charge of and shall conduct all the Joint  Operations
          under the overall supervision of the Operating Committee. The Operator
          may employ technical advisors,  independent  contractors and/or agents
          in such Joint Operations.

6.1.2     The Operator shall remain  responsible for all Joint Operations as the
          Operator as and to the extent provided under this  Agreement,  whether
          conducted by itself,  its  technical  advisers,  its  Affiliates,  its
          agents or its contractors.

<PAGE>
6.1.3     Notwithstanding  anything in this  Agreement to the contrary,  (a) the
          bottom  hole  location  for the first  well to be  drilled  under this
          Agreement shall be determined by the Operator after  consultation with
          and  consideration  of the views of Liberty and (b) all wells  drilled
          under this Agreement shall be drilled  pursuant to "turnkey"  drilling
          contracts upon such terms and with such  contractors as are reasonably
          acceptable to the Parties hereto.

6.2       RESPONSIBILITY

6.2.1     Subject to the overall  supervision  of the Operating  Committee,  the
          responsibilities of the Operator shall include but not be limited to:

          (a)  the  preparation  of Work Programme and Budget and AFE's pursuant
               to the provisions of this Agreement,

          (b)  the  implementation  of such Work  Programme  and Budget as shall
               together with relevant  AFE's have been approved by the Operating
               Committee;

          (c)  the  provision  to each  of the  Parties  of  reports,  data  and
               information  concerning  the  Joint  Operations  pursuant  to the
               provisions of this Agreement;

          (d)  the planning  for and  obtaining  of all  requisite  services and
               material;

          (e)  the direction and control of statistical and accounting services;
               and

          (f)  the provision of all technical and advisory services required for
               the efficient performance of the Joint Operations.

6.2.2     The  Operator  shall  conduct  the Joint  Operations  in a proper  and
          workmanlike   manner  in   accordance   with  methods  and   practices
          customarily  used in good and prudent oil and gas fields  practice and
          with that degree of diligence and prudence  reasonably  and ordinarily
          exercised by experienced operators engaged in a similar activity under
          similar circumstances and conditions. The Operator shall further do or
          cause to be done with due  diligence,  all such acts and things within
          its control as may be necessary to keep and maintain the Deep Zones of
          the IMA  Field in  force  and  effect  and  shall  conduct  the  Joint
          Operations in compliance with the  requirements of the Act, any OPL or
          OML  controlling  as to the Deep  Zones of the IMA Field and any other
          applicable  laws and  Regulations and in accordance with approved Work
          Programme and Budget.

6.2.3     The Operator shall only be liable for any loss or damage which results
          from:

          (a)  its  failure  to obtain or  maintain  any  insurance  which it is
               required to obtain and maintain  under Article  11.2,  unless the
               Operator has used all reasonable endeavours to obtain or maintain
               any such  insurance but has been unable to do so and has promptly
               so notified the parties participating or proposing to participate
               therein; or

<PAGE>
          (b)  its willful misconduct;

               provided  that in neither  case shall the  Operator be liable for
               any consequential loss, including but not limited to inability to
               produce  Petroleum,  production  or  loss  of  profits.  For  the
               avoidance of doubt, the Operator shall not be liable for any loss
               or damage  resulting  from the  negligence of the  Operator,  its
               servants,  agents,  contractors  or  employees.  Nothing  in this
               Article shall, however, be deemed to release the Party designated
               as Operator from any costs, expense or liability  attributable to
               its Participating Interest share of Joint Operations.

6.3       LIENS  AND  ENCUMBRANCES

          The Operator shall, insofar as it may be within its control,  keep all
          Joint  Property,  the Deep  Zones of the IMA  Field and any OPL or OML
          controlling as to the Deep Zones of the IMA Field free from all liens,
          charges and encumbrances arising out of the Joint Operations.

6.4       EMPLOYEES  AND  CONTRACTORS

6.4.1     Subject to the  provisions  of the Joint  Venture  Agreement  and this
          Agreement,  the Operator shall  determine  (based on the approved Work
          Programme and Budget) the number of  employees,  the selection of such
          employees, the hours of work and remuneration and such employees shall
          be the employees of the Operator and not of the Parties.  The Operator
          shall  employ  only such  employees,  agents  and  contractors  as are
          reasonably necessary to conduct the Joint Operations.

6.4.2     In the case of any proposed  contract for the Joint  Operations  where
          the cost  thereof  will or is likely to exceed two  hundred  and fifty
          thousand dollars  ($250,000) or such lesser amounts as shall from time
          to time be determined by the Operating  Committee having regard (inter
          alia) to the  nature  of the Joint  Operations,  the  Operator  shall,
          unless   otherwise   agreed  by  the   Operating   Committee   in  the
          circumstances referred to in Article 6.9.2:

          (a)  obtain  competitive sealed bid tenders and consult fully with the
               Operating Committee over the preparation of a list of the persons
               to  be  invited  to  tender  (including  any  sub-contractors  or
               suppliers)  and the  preparation  of the tender  documents,  such
               consultation  to take place on a timely enough basis to allow the
               members of the Operating Committee to make recommendations;

          (b)  after the  expiration of the period  allowed for tender,  and the
               bids have been opened,  report  details of all bids  received and
               any rebids, amendments to bids and subsequent negotiations to the
               Operating Committee and make a recommendation to them;

<PAGE>
          (c)  obtain the  approval of the  Operating  Committee to the material
               terms of the  recommended bid prior to entering into any contract
               in respect thereof;

          (d)  use all  reasonable  endeavours  to ensure that any such contract
               can be freely assigned to any of the  Non-Operators  in the event
               of the  resignation  or removal of the Operator under Article 5.2
               and include  provisions whereby (a) only the Operator shall incur
               any liability to the  contractor  or supplier  under the contract
               and (b) the Operator shall be entitled to enforce the contract on
               behalf of all the  Parties  and to  recover  on behalf of all the
               Parties  any loss or  damage  caused  by them by  breach  of such
               contract  by  the   contractor   or  supplier   subject  to  such
               limitations and exceptions as may be provided in the contract;

          (e)  promptly notify the Operating Committee of each such contract and
               of any  subsequent  revisions  thereto and furnish  copies of all
               such contracts and revisions to the Operating Committee.

6.5       REPRESENTATION  OF  THE  PARTIES

          Subject to the provisions of the Joint Venture Agreement, the Operator
          shall  represent  the  Parties  in all  matters or  dealings  with the
          Ministry, any other governmental  authorities or third parties insofar
          as the same  relate to the Joint  Operations,  provided  that there is
          reserved to each Party the unfettered  right to deal with the Ministry
          or any other  governmental  authorities or third parties in respect of
          matters  relating  solely  to  its  own  Participating  Interest.  The
          Operator  shall in any event give prior  notice to the  Parties of any
          representations which it proposes to make as Operator to the Ministry,
          any other governmental  authority or third party, which may reasonably
          be  expected  to have a  material  effect  upon the  interests  of the
          Parties,  and shall also give  notice to the Parties of the results of
          any such representation.  Non-Operators shall have the right to attend
          or be represented at such meetings,  and the Operator  shall, as early
          as practicable, before such meeting, notify the other Parties, of such
          meeting. Any Non-Operator proposing to meet with the Ministry or other
          governmental  authorities shall, as early as practicable,  before such
          meeting, notify the other Parties and, so far as it may be within such
          Party's  power,  arrange  for  the  other  Parties  to  attend  or  be
          represented at such meeting.

6.6       RECORDS

          The Operator  shall  prepare and maintain  proper  books,  records and
          inventories of the Joint  Operations which shall be kept in compliance
          with the Accounting  Procedure and with due regard to the requirements
          of the Act, the Joint Venture Agreement and any OPL or OML controlling
          as to the Deep Zones of the IMA Field.

6.7       REPORTS

          The  Operator  shall:

<PAGE>
          (a)  promptly  provide  each  Party with daily  drilling  reports  (by
               telex) and monthly  production  reports of Joint  Operations  and
               such other reports as the Operating  Committee  shall decide and,
               at the sole cost of the Party  requesting  same,  such additional
               reports as such Party shall reasonably request; and

          (b)  promptly make all reports  concerning the Joint Operations to the
               appropriate  governmental  authorities  as required under the Act
               and the  Governmental  documents  governing the Deep Zones of the
               IMA Field  after  review by the Parties  concurrently  therewith,
               furnish  copies of all such reports to all the Parties  together,
               when furnishing to the Parties a copy of the quarterly  report to
               the Government with a brief commentary on exploration activity.

6.8       CONSULTATION  AND  INFORMATION

6.8.1     The  Operator  shall  freely  consult  with the  Parties and keep them
          informed  in  a  timely  manner  of  matters   concerning   the  Joint
          Operations.  In particular  the Operator shall ensure that the Parties
          are advised of circumstances  which, in the reasonable  opinion of the
          Operator, may warrant the taking out of insurance either for the Joint
          Account or by the Parties individually.

6.8.2     Without  prejudice to the  generality of Article  6.8.1,  the Operator
          shall:

          (a)  inform  each  Party of all  logging,  coring,  testing  and other
               material  Joint   Operations  with  such  advance  notice  as  is
               practicable in the circumstances, so that each Party may, subject
               to  Article  7.3  have  one or more  representatives  present  on
               location during the conduct of Joint Operations; and

          (b)  provide each Party with copies of all well logs and core analyses
               and such  engineering,  geological,  geophysical,  technical  and
               other  material  data  and  information  relating  to  the  Joint
               Operations.  Further,  Operator  shall  provide a Party with such
               additional  data and  information as such Party shall  reasonably
               request,  at the sole cost of the Party  requesting such data and
               information.

6.9       JOINT  ACCOUNT  EXPENDITURES  AND  ACTIONS

6.9.1     The  Operator  is  authorized  to make such  expenditures,  incur such
          commitments for  expenditures and take such actions as are required to
          properly  maintain and operate the Joint Operations and Joint Property
          and as shall  have  been  authorized  by the  Operating  Committee  in
          accordance with Articles XII, XIII, XIV and XV (but subject to Article
          6.4.2) or as are authorized under Article 6.9.2.


<PAGE>
6.9.2     The  Operator  is  authorized  to  make  any   expenditure   or  incur
          commitments for expenditures or take any actions it deems necessary in
          case of an emergency for the  safeguarding of lives or property or the
          prevention of mitigation of  pollution.  The Operator  shall  promptly
          notify  the  Operating  Committee  of any such  circumstances  and the
          amount of expenditures  and  commitments for  expenditures so made and
          incurred and actions so taken.

6.9.3     If necessary to carry out an approved Work  Programme and Budget,  the
          Operator  is  authorized  to make  expenditures  on a line  item of an
          approved  Work  Programme  and  Budget  item  in  excess  of the  Work
          Programme  and Budget  approved  therefore up to but no exceeding  ten
          percent (10%) of the value stated in the Work Programme and Budget for
          such  item  provided   however  that  no  cumulative   total  of  such
          expenditures  shall  exceed five percent (5%) of the total annual Work
          Programme  and  Budget.  Such  excess  expenditure  shall be  reported
          promptly to the Operating Committee by the Operator.

6.9.4     The Operator is authorized to make  expenditures  for Joint Operations
          in the Deep Zone of the IMA Field  during any year not  included in an
          approved Work  Programme and Budget or not provided for in an approved
          Work Programme and Budget, limited, however, to a total, not exceeding
          $100,000 provided that (a) such expenditures shall not be for purposes
          theretofore   rejected  by  the  Operating   Committee  and  (b)  such
          expenditures shall be reasonably  necessary for the maintenance of the
          Deep  Zones  of the IMA  Field or any  Joint  Property,  and  provided
          further that the said  expenditures  will be reported  promptly to the
          Operating  Committee  and  thereafter  the  amount  for which no prior
          Operating Committee  authorization is required shall be increased back
          to the said maximum of $100,000.

6.10      DISPOSAL  AND  ABANDONMENT

6.10.1    If the Operator  shall  consider that any item of Joint Property is no
          longer needed or suitable for the Joint Operations the Operator shall,
          subject to the provisions of the Accounting Procedure,  dispose of the
          same.  The  Operator  shall  notify the  Operating  Committee  of such
          disposal as soon as practicable thereafter.

6.10.2    If the Parties  shall  decide to abandon the Joint  Operations  or any
          part thereof, the Operator shall recover and endeavor to dispose of as
          much of the Joint  Property  as can  economically  and  reasonably  be
          recovered or as may be required to be recovered under the Act, any OPL
          or OML  controlling as to the Deep Zones of the IMA Field or any other
          applicable  law, and the net costs or net proceeds  therefrom shall be
          charged or credited to the Joint  Account for eventual  allocation  in
          proportion to the Participating Interests of the Parties.

<PAGE>
6.10.3    Without  prejudice to Article  6.10.2,  following any proposal made to
          the Operating Committee for the Operator to prepare a development Work
          Programme and Budget for a particular  Discovery,  the Parties  shall,
          before  submission  to the  Ministry  of a  programme  in  good  faith
          negotiate,  agree and execute an Abandonment Agreement relating to the
          abandonment  (which  expression  shall include  demolition and removal
          together  with  any  necessary  site  reinstatement)  of any  offshore
          installation   and  pipelines  used  in  connection   with  the  Joint
          Operations.  The terms of the Abandonment  Agreement shall be prepared
          in  all  respects  with  due  regard  to and in  accordance  with  the
          requirements of the Act and shall provide inter alia for:

          (a)  an equitable  sharing  between the Parties of their  liability to
               meet  the  costs  of  and  other  obligations   relating  to  the
               abandonment of such offshore installations and pipelines;

          (b)  the   preparation   and  periodic  review  by  the  Operator  for
               submission to the Parties of estimates of the likely costs to the
               Parties  of such  abandonment  and of the amount and value of the
               net recoverable reserves of the field in question,  provided that
               any  Party  shall  have  the  right  reasonably  to  require  the
               preparation of further reports and studies in relation thereto;

          (c)  the obligation of each party, when the estimated value of the net
               recoverable  reserves of the field in question equals one hundred
               thirty-five  percent  (135%)  of the said  estimated  abandonment
               costs, to provide to the other Parties adequate  security for its
               liability to meet such abandonment costs;

          (d)  the  determination and periodic review by the Parties (other than
               the Party proposing the creation,  or maintenance,  amendment for
               replacement of existing,  security for its said liability to meet
               such  abandonment  costs) of the adequacy of such proposal,  such
               determination to be made by the Operating Committee;

          (e)  without  prejudice to the  provisions of  paragraphs  (c) and (d)
               above,  the security to be provided by each Party may include but
               shall not be limited to: (1) an  irrevocable  guarantee from such
               Party's parent company; (2) an irrevocable guarantee or letter of
               credit from a bank or other financial institution having a credit
               rating  satisfactory  to the other Party acting  reasonably;  (3)
               security in favor of the  Parties  over assets of such party or a
               third party; or (4) the  establishment of a trust fund to receive
               proceeds from such Party's entitlement to production from the IMA
               Field;

<PAGE>
          (f)  in the event of the failure of any Party to satisfy the  relevant
               proportion  of  the  other  Parties  as to  the  adequacy  of the
               security which it proposes  pursuant to paragraph (d) above, such
               Party  shall  be  obliged  to  pay  proceeds  from  such  Party's
               entitlement  to production  from the IMA Field to the Operator or
               an  independent  third  party as trustee for the  Parties,  which
               proceeds  shall be deposited and retained in an  interest-bearing
               account;  property in the payment into such account shall pass to
               the  trustee  at the time of  their  payment  into  the  account;
               failure to make such payments shall  constitute a default for the
               purposes of Article 17; upon the liability of the Parties to meet
               their respective abandonment obligations failing to be discharged
               such  proceeds  shall be  applied  in the  discharge  of the said
               respective  liability of the Party  obliged to make such payments
               and any balance shall be returned to such Party;

          (g)  any  Party  intending  to  assign  the  whole  or any part of its
               interest in the Deep Zones in the IMA Field and in and under this
               Agreement  shall  require  the  assignee  of the  interest  to be
               assigned and novated into the  Abandonment  Agreement and assumes
               any liability thereunder corresponding to the said interest to be
               assigned to it, and no person shall acquire such  interest  until
               such obligation on the part of such Party has been discharged.


                       ARTICLE VII - RIGHTS OF THE PARTIES
                       -----------------------------------


7.1       RESERVATION  OF  RIGHTS

          Unless  otherwise  provided  in this  Agreement  or the Joint  Venture
          Agreement,  each Party reserves all its rights under the Deep Zones of
          the IMA Field.

7.2       INSPECTION  RIGHTS

          Each Party shall have the right to inspect,  at all  reasonable  times
          during usual business hours, all books, records and inventories of any
          kind or nature maintained by or on behalf of the Operator and relating
          to  the  Joint  Operations   other  than  those  books,   records  and
          inventories maintained by the Operator as the owner of a Participating
          Interest,  provided  that such Party gives the  Operator not less than
          fourteen  (14) Days' prior notice of the date upon which it desires to
          make such  inspection  and identifies the person or persons to conduct
          such inspection.

7.3       ACCESS  RIGHTS

          Each Party shall have the right,  at all  reasonable  times and at its
          sole risk and expense, of access to the areas contained within the IMA
          Field  and/or the Joint  Operations,  provided  such  Party  gives the
          Operator  reasonable  notice of the date such access is  required  and
          identifies the  representative or  representatives to whom such access
          is to be granted.  If any party wishes access to be given to more than
          one  representative  at a time the  Operator  shall not be required to
          grant such for the  additional  representatives  if, and to the extent
          that,  the granting of such access will  interfere with the conduct of
          Joint Operations.

                     ARTICLE VIII - THE OPERATING COMMITTEE
                     --------------------------------------

8.1       ESTABLISHMENT  AND  POWERS

<PAGE>
          To provide  for the overall  supervision  and  direction  of the Joint
          Operations,  there is hereby established an Operating  Committee which
          shall  exercise  overall   supervision  and  control  of  all  matters
          pertaining to the Joint Operations. Without limiting the generality of
          the foregoing,  but subject as otherwise provided in the Joint Venture
          Agreement  and elsewhere in this  Agreement,  the powers and duties of
          the Operating Committee shall include:

          (a)  the  consideration  and  determination of all matters relating to
               general policies, procedures and methods of operation hereunder;

          (b)  the approval of any public  announcement  or statement  regarding
               this Agreement  or  the  Joint  Operations;

          (c)  the consideration,  revision and approval or disapproval,  of all
               proposed Work Programme and Budget and AFE's, all of which are to
               be prepared in accordance with the provisions of this Agreement;

          (d)  the determination of the timing and location of all wells drilled
               under the Joint Operations and any change in the use or status of
               a well;

          (e)  the  determination  of whether the Operator  will  represent  the
               parties regarding any matters or dealings with the Ministry,  any
               other  governmental  authorities or third parties  insofar as the
               same  relate  to the Joint  Operations,  provided  that  there is
               reserved  to each  Party  the  unfettered  right to deal with the
               Ministry,  any other governmental  authorities or any third party
               in respect of matters  relating  solely to its own  Participating
               Interest;

          (f)  the consideration  and, if so required,  the determination of any
               other  matter  relating  to the  Joint  Operations  which  may be
               referred  to it by the  Parties  or any of them  (other  than any
               proposal  to  amend  this   Agreement)   or  which  is  otherwise
               designated  under the Joint Venture  Agreement and this Agreement
               for reference to it; and

          (g)  authorize and supervise  Joint  Operations  that are necessary or
               desirable  to fulfill the Joint  Venture  Agreement  and properly
               explore and exploit the Deep Zones of the IMA Field in accordance
               with  this  Agreement  and  in  the  manner  appropriate  in  the
               circumstances.

8.2        REPRESENTATION

          The Operating  Committee  shall consist of seven members  appointed by
          the Parties from time to time on the following terms.

                 AMNI          6  representatives
                 Liberty       1  representative

<PAGE>
          Each Party shall as soon as possible after the date of this Agreement,
          give notice in writing to the other  Parties  and the  Operator of the
          name  and  address  of its  initial  representatives  to  serve on the
          Operating  Committee.  Any Party may  change  its  representatives  by
          giving not less than seven (7) Days' written notice of such changes to
          the other Party.

8.3       CHAIRMAN

          One of the representatives of the Party which is the Operator shall be
          the Chairman of the Operating Committee.

8.4       MEETINGS

8.4.1     The Operating  Committee shall hold meetings every sixty (60) Days (or
          at such other  regular  intervals as shall be agreed by the  Operating
          Committee)  in  Lagos,  Nigeria,  or at such  other  place as shall be
          agreed  by the  Operating  Committee.  The  Operator  shall  call such
          meetings and shall give at least twenty-one (21) Business Days' notice
          of the time and date of each meeting,  together with an agenda and all
          available  data  and  information   relating  to  the  matters  to  be
          considered at that meeting. By notice to the other Parties,  any Party
          can  advise of  additional  matters  which  such  Party  desires to be
          considered at the meeting,  and provided such notice is given at least
          seven (7) Business Days before the date of the meeting,  those matters
          will be considered.

8.4.2     The Operating  Committee shall hold a special meeting upon the request
          of any of the Parties. Such request shall be made by notice to all the
          other  Parties and state the matters to be considered at that meeting.
          Upon  receiving  such request the Operator  shall without delay call a
          special  meeting  for a date not less than seven (7) nor more than ten
          (10) Business Days after receipt of the request.

8.4.3     For  any meeting of the Operating Committee, the period of notice
          stipulated above may be waived with the consent of all the Parties.

8.4.4     Any Party not  represented  at a meeting may vote on any matter on the
          agenda for such meeting by either:

          (a)  appointing a proxy in writing; or

          (b)  giving  notice  of  such  vote  to  the  Operator  prior  to  the
               submission of such matter for vote at such meeting.

8.5     MINUTES

<PAGE>
          The Chairman of the Operating  Committee shall appoint a secretary for
          the Operating  Committee who will record resolutions and the result of
          voting  thereon as  directed  by the meeting or any Party and who will
          prepare the minutes  and  provide  each party with a copy  thereof not
          more than  fifteen  (15)  Business  Days after the end of the meeting.
          Each Party  shall  notify all the other  Parties  of its  approval  or
          disapproval  of the minutes  within ten (10)  Business Days of receipt
          thereof.  A Party who  fails to do so will be deemed to have  approved
          the minutes.  Any minute  approved as  aforesaid  shall be prima facie
          evidence of the  decisions  taken by the  Operating  Committee  in the
          meeting to which such minutes relate. The disapproval of any minute as
          aforesaid  shall not affect the validity of any decision duly taken by
          the Operating Committee in the meeting to which such minute relates.

8.6       ACTION  WITHOUT  A  MEETING

8.6.1     The Parties may vote on and  determine  by notice to the  Operator any
          proposal  which is  submitted  to them by the  Operator  by notice and
          which  they could  validly  determine  at a meeting  of the  Operating
          Committee  if duly held for that  purpose.  Each Party  shall cast its
          vote within ten (10)  Business  Days after the proposal is received by
          it except that where the Parties are required to vote on and determine
          any  proposal  relating  to the  deepening,  plugging  back,  testing,
          suspension,  or abandonment  of a well on which drilling  equipment is
          then located or any other  situation  where the matter  presented  for
          consideration  by its nature requires  determination  in less than ten
          (10)  Business  Days and such fact and lesser  period are so stated in
          the notice submitting the proposal, the Parties shall cast their votes
          within such  lesser  period  which shall not be less than  forty-eight
          (48) hours after receipt of the  proposal.  Failure by a Party to cast
          its vote  within the  relevant  period  shall be regarded as a vote by
          that Party against the proposal.

8.6.2     The Operator shall give prompt notice of the result of any such voting
          to the  Parties  and any  decision  so taken  shall be  binding on the
          Parties  notwithstanding that any Party shall have requested a special
          meeting to discuss any such proposal under Article 8.4.2.

8.7       SUB-COMMITTEES

          The Operating Committee may establish such advisory  sub-committees as
          it considers desirable from time to time. Liberty shall be entitled to
          have a representation on any such sub-committee. Each sub-committee so
          established  shall be given  written  terms of reference  and shall be
          subject to such procedures as the Operating Committee shall determine.
          The meetings of sub-committees  will as far as possible be arranged so
          that the minutes of such  meetings  can be presented to the Parties in
          sufficient time for  consideration  before the next following  regular
          meeting of the Operating Committee.

8.8       VOTING  PROCEDURE

8.8.1    Each  member  of the Operating Committee shall be entitled to one vote.

<PAGE>
8.8.2     Save as  otherwise  provided  in  this  Agreement  including,  without
          limitation,  Article 8.8.4,  all decisions of the Operating  Committee
          shall be taken by majority vote.

8.8.3     Save as otherwise provided in this Agreement, all the Parties shall be
          bound  by  each  decision  of the  Operating  Committee  duly  made in
          accordance with the provisions of this Agreement.

8.8.4     Notwithstanding  anything  herein to the  contrary,  decisions  of the
          Operating  Committee  relating to the following  matters shall require
          the affirmative vote of all members of the Operating Committee:

          (a)  any  modification  of or amendment to this  Agreement,  the Joint
               Venture Agreement or the OPL and OML applicable to the Deep Zones
               of the IMA Field;

          (b)  the selection of a new Operator; or

          (c)  any  modification of or amendment to any approved Work Programme,
               Budget or AFE, if as a result of such  modification  or amendment
               the cost of the Work Programme, Budget or AFE would be altered by
               more than 30%.

8.9      CONCESSION  PROVISIONS

8.9.1          Working  Obligations

               In respect of the working  obligations,  the Operating  Committee
               shall, unless and to the extent that relief from such obligations
               is sought and obtained from the Ministry,  determine the location
               and the time at which such obligations are to be discharged.

8.10     NOTIFICATION  TO  THE  COMMITTEE

8.10.1         Information

               Notwithstanding  anything herein to the contrary, with respect to
               any requirement  herein that the Operator  consult with or inform
               the Operating  Committee,  the Operator  shall take all necessary
               measures to ensure that all  members of the  Operating  Committee
               timely  receive  adequate  notification  of such matters and such
               reasonable supporting information as any such member may request.

8.11     COSTS

8.11.1         Payment  of  Costs

<PAGE>
               Each Party shall be solely  responsible for the costs incurred by
               such  Party=s  representatives  with  respect  to  serving on the
               Operating Committee including,  without limitation,  all expenses
               related to attending meetings of the Operating Committee.


                          ARTICLE IX - PROJECT MANAGER
                          ----------------------------

9.1       Pursuant  to the  terms of this  Agreement  and  Article  6.1.1.,  the
          Operator  may appoint a project  manager to assist the Operator in the
          discharge  of its  technical  and  operational  functions  under  this
          Agreement.


                   ARTICLE X - FUNDING OF THE JOINT OPERATIONS
                   -------------------------------------------

10.1      CASH  CALL

          Subject  to the Joint  Venture  Agreement,  each  Party  shall pay its
          Participating  Interest  of  Petroleum  Costs  incurred  for the Joint
          Account  and  such  payment  shall  be made  in  accordance  with  the
          following procedure:

10.1.1    The Operator shall,  not later than thirty (30) Business Days prior to
          the first day of the Cash Call Month, submit to each Party:

          (a)  an itemized  estimate of such cost and expenditures  (hereinafter
               the "Estimated  Expenditures"),  as well as an itemized return of
               the actual  expenditures  for the month  (hereinafter the "Actual
               Expenditure  Month") which is two months  preceding the Cash Call
               Month (the total  expenditure in any Actual  Expenditure Month is
               hereinafter  referred  to as the  "Actual  Expenditure"  for such
               month);

          (b)  an itemization of the cash available or cash deficit in the Joint
               Account  as the case may be as of such date as well as any credit
               expected to be received in the Cash Call Month; and

          (c)  such  Party's  Cash  Call  for  that  month  which  shall  be its
               Participating  Interest share of Estimated  Expenditures adjusted
               by the case or deficits and credits in (b) above.

10.1.2    Subject to Article  10.1.3,  each party shall pay its respective  Cash
          Call into the Joint Account not later than the due date,  which is the
          first  day of the Cash Call  Month.  Liberty  shall  have the right to
          request  reasonable  documentation from Amni evidencing Amni=s deposit
          of its  portion  of the Cash Call in to the Joint  Account.  Liberty=s
          obligation  to make  payments as provided  herein  shall be  suspended
          until such time as Amni provides such reasonable documentation.

<PAGE>
10.1.3    The  Parties  may  dispute a Cash Call on the  basis  that  Operator's
          estimated  expenditure  for the Cash Call Month exceeds what costs and
          expenditure  should  reasonably  be incurred for the Joint Account for
          that month based on the approved  Work  Programme  and Budget.  In the
          event  that the  Parties so dispute  any  portion of a Cash Call,  the
          Parties shall give to the Operator a notice in writing  specifying the
          amount in dispute  and the reason  therefore  not later than eight (8)
          Days from the date of receipt of such Cash Call.  The Parties may not,
          however,  dispute  any  portion  of  a  Cash  Call  required  for  the
          protection  of life and  property or for the  prevention  of pollution
          pursuant to sub-Article 6.9.2.

10.1.4    The  undisputed  portion of the Cash Call shall be paid by the Parties
          into the Joint  Account  not later  than the due date and the  Parties
          shall use their best  endeavours to resolve the matter on the disputed
          portion  promptly.  Upon  settlement,  the disputed  portion or amount
          agreed,  as the case may be,  shall  be paid by the  Parties  into the
          Joint Account not later than ten (10) days from the date of resolution
          of the  dispute.  If the  dispute is not  settled by the date  Parties
          receive the Operator's  itemized return of actual expenditures for the
          Cash Call Month with respect to which the dispute  arose,  as included
          with the  submittal  referred to in Article  10.1.1(a),  provided such
          actual expenditures are in accordance with approved Work Programme and
          Budget  under this  Agreement,  or are expenses  incurred  pursuant to
          Article  6.9.2,  the Parties shall pay the Joint  Account,  by the due
          date of the next Cash  Call,  or shall  receive a credit  against  the
          amount of such Cash Call, as the case may be, the difference between:

          (1)  the undisputed portion of the Cash Call with respect to which the
               dispute arose and which has already been paid by Parties, and

          (2)  the actual expenditure for such Cash Call Month.

10.1.5    Unless otherwise  agreed,  each Party shall pay its Cash Call entirely
          in the currency of the Cash Call.

10.2      PAYMENTS  FOR  JOINT  OPERATIONS  EXPENDITURES

          Except as may  otherwise  be agreed by the  Parties,  all payments for
          Joint  Operations  expenditures  shall be made  solely  from the Joint
          Accounts.

10.3      FAILURE  OF  A  PARTY  TO  PAY  A  CASH  CALL

          If a Party  fails to meet its Cash Call by the due date  specified  in
          Article  10.1.2  such  Party  shall  become the  Defaulting  Party and
          Article XVIII of this Agreement shall apply.


                      ARTICLE XI - INSURANCE AND LITIGATION
                      -------------------------------------

11.1      INTENTIONALLY  DELETED

<PAGE>
11.2      JOINT  ACCOUNT  INSURANCE

          The Operator shall at all times while Joint  Operations are conducted,
          subject  to  Operating   Committee=s  approval  on  policy  terms  and
          conditions,  obtain and maintain for itself and  Non-Operator  and pay
          for,  and charge to the Joint  Account all  insurance in the types and
          amounts  required by the Joint Venture  Agreement and applicable laws,
          rules and  Regulations  in  respect  of the Joint  Property  and Joint
          Operations, including but not limited to the following:

          (a)  employer's  liability insurance covering each employee engaged in
               the  Joint  Operations  when  such  employee  is not  covered  by
               workmen's compensation;

          (b)  comprehensive  general third party  liability and property damage
               insurance covering Joint Operations  endorsed to include offshore
               operations,  seepage and pollution to a limit of not less than US
               $15,000,000 or its equivalent in local currency;

          (c)  motor vehicle liabilities insurance;

          (d)  aviation  liability to a limit of not less than US $15,000,000 or
               its equivalent in local currency;

          (e)  charterer's legal liability insurance to provide coverage arising
               out of the use of any chartered barges or vessels;

          (f)  marine insurance; and

          (g)  any  insurance  required  by any  contract  entered  into  by the
               Operator   in   furtherance   of   Joint   Operations   including
               contractor's all risk insurance.

11.2.1    The  Operator  shall  obtain  and  maintain  such other  insurance  at
          competitive rates, as may be determined by the Operating Committee.

11.2.2    The insurance  carried by the Operator pursuant to Article 11.2 hereof
          shall  name  the   Non-Operator   as   additional   or  coinsured  and
          underwriters  shall waive all rights of  subrogation  in favour of the
          Non-Operator and its employees.

11.2.3    In the event that the  Operator  fails to take out and maintain any of
          the  insurance  policies  provided  for  in  Article  11.2,  being  an
          insurance  which the  Operator  is obliged to take out,  the  Operator
          shall be solely responsible for any loss,  claims,  demands or damages
          arising  therefrom,  except where the Operator has used all reasonable
          endeavours to obtain or maintain such insurance but has been unable to
          do so and has promptly notified the Non-Operator.

<PAGE>
11.2.4    The Operator shall use its best efforts to require all contractors and
          subcontractors,  if any,  to maintain  insurance  of such types and in
          such amounts required by any applicable laws, rules and Regulations or
          any  decision of the  Operating  Committee  while  performing  work in
          respect to Joint  Operations,  provided that such  insurance  policies
          shall include  waivers of all rights or recourse,  by  subrogation  or
          otherwise,  against  the  Parties  and  their  respective  Affiliates,
          directors,  servants, agents and employees. The Operator shall use its
          best  efforts to require all such  contractors  to name the Parties as
          additional insureds on the contractor's insurance policies.

11.2.5    Where applicable,  the Operator shall use reasonable efforts to ensure
          that marine drilling rigs and work boats used in Joint  Operations are
          insured by the owners of such vessels on a full form (hull, tackle and
          machinery)  or on an all risks  form,  that  adequate  protection  and
          indemnity,  collision and tower's liability insurance is maintained by
          such owners and that such insurance  policies  include  waivers of all
          rights,  by  subrogation  or otherwise,  against the Parties and their
          respective Affiliates, directors, servants, agents and employees.

11.2.6    The Operator shall in respect of all insurance to be obtained pursuant
          to this Article 11.2 from the Effective Date and thereafter before the
          end of each year:

          (a)  upon notice to the  Operating  Committee,  discuss and obtain the
               approval of the  Operating  Committee on premium rates and policy
               terms  and  conditions   including  but  without   limitation  to
               deductibles and insured value.

          (b)  promptly notify the Operating Committee of any loss.

          (c)  duly file all claims and take all  necessary  and proper steps to
               collect any proceeds and credit them to the Joint Account.

          Notwithstanding  anything  contained  in this Article  11.2.6  herein,
          Non-Operators may appoint an insurance broker or brokers to look after
          their insured interests hereunder.

11.2.7    The Operator  shall,  not later than thirty (30) Days from the date of
          the  issuance of an  Insurance  Policy or renewal of same  pursuant to
          this Agreement,  furnish Non-Operator with true copies of the Policies
          or renewal  endorsements with respect to the insurance  required under
          Article 11.2 hereof.

11.2.8    All policies and certificates of insurance  obtained and maintained in
          accordance with Articles 11.1 and 11.2 shall state:

          (a)  the types and amounts of insurance carried;

          (b)  the insurance company or companies underwriting the coverage;

          (c)  the effective and expiration dates of all policies;

<PAGE>
          (d)  that each Party  shall be given not less than  thirty  (30) Days'
               advance written notice of any material changes or cancellation of
               any policy;

          (e)  that a written waiver of subrogation endorsement in favour of the
               Party  not  carrying  the  insurance  has  been  attached  to all
               policies of insurance required under Article 11.1 hereof; and

          (f)  the territorial limits of all policies.

11.2.9    Liability of Operator under Article 11.2.3 for failure to take out the
          insurance  required  by  Article  11.2,  except  where so agreed to by
          Non-Operator  in writing,  shall not be diminished by the provision of
          the information required under Article 11.2.8.

11.2.10   The limits of insurance coverage set forth in Article 11.1 or 11.2 are
          meant to be minimum amounts only.  Insurance Policies pursuant to this
          Article XI shall be obtained and  maintained,  or extended as the case
          may be, by the relevant  Party to such further limits as the Operating
          Committee  shall  determine  and advised to the Parties,  based on the
          scope and risk of planned operations.

11.3      INDEMNITY

11.3.1    Except as otherwise  provided in this Article XI and in Article 6.2.3,
          any loss or  damage  suffered  by the  Parties  or either of them from
          third party claims arising out of the Operator's  conduct of the Joint
          Operations shall be for the Joint Account.  Any loss,  damage or costs
          suffered by the  Operator  from claims  arising out of the  Operator's
          conduct  of the  Joint  Operations  and any  recovery  from  insurance
          provided under Article 11.2 shall be for the Joint Account.

11.3.2    If any Party fails to take out and maintain any insurance policy which
          such Party is obliged to take out under Article 11.1, such Party shall
          hold  harmless  and  indemnify  the other  Party from and  against all
          claims,  actions causes of actions,  loss and damage  suffered by each
          other Party arising out of, or in connection with, such failure.

11.4      LITIGATION

11.4.1    The  Operator  shall  promptly  notify  the  Parties  of:

          (a)  any incidents, accidents or circumstances causing damage to Joint
               Property,  the cost of which may exceed  $250,000  or such lesser
               amounts as shall from time to time be determined by the Operating
               Committee; and

<PAGE>
          (b)  any claim,  litigation,  lien, demand or judgment relating to the
               Joint  Operations  where the total  amount in dispute  and/or the
               total amount of damages  together with any costs are estimated to
               exceed $100,000, or such lesser amount as shall from time to time
               be determined by the Operating Committee.

          The Operator shall have the authority to commence,  prosecute, defend,
          pursue or settle  any  claim,  litigation,  lien,  demand or  judgment
          relating to the Joint Operations (other than between the Parties) both
          on behalf of itself and, if  appropriate,  the other Parties  provided
          that:

               (i)  in the case of any litigation (irrespective of the estimated
                    amount of damages  and costs) to be pursued,  prosecuted  or
                    defended  otherwise  than  in  any  court  in  Nigeria,  the
                    Operator  shall  have no such  authority  without  the prior
                    approval of all the Parties  except such authority as may be
                    necessary:

                    (1)  to prevent judgment being given against any Party while
                         full authority of the Parties is being sought; or

                    (2)  solely to enable the  Operator to contest the  exercise
                         by the relevant  court of  jurisdiction  in the matter,
                         provided that the Operator first obtain legal advice in
                         the relevant jurisdiction from an appropriate reputable
                         legal  practitioner  that the contest  itself would not
                         constitute   submission   by  the   Operator   to  such
                         jurisdiction; and

               (ii) where the total amount in dispute and/or the total amount of
                    damages  together  with any  costs are  estimated  to exceed
                    $100,000 or such lesser amount as shall from time to time be
                    determined by the Operating  Committee,  the Operator  shall
                    have  no  authority  (subject  to  subparagraph  (i)  above)
                    without the prior approval of the Operating Committee.

11.4.2    Any Non-Operator shall promptly notify the other Parties of any claim,
          litigation,  lien,  demand or  judgment  brought  by it or  against it
          relating to, or which may affect the Joint Operations.  If such claim,
          litigation,  lien, demand or judgment would give rise to any claim for
          indemnity under Article 23.2.2,  the Operator shall have the authority
          to take over the conduct of such claim,  litigation,  lien,  demand or
          judgment and Article 11.4.1 shall apply thereto.

11.4.3    Notwithstanding  Articles 11.4.1 and 11.4.2, each party shall have the
          right  to  participate  in  any  prosecution,  defense  or  settlement
          conducted in accordance  with  Articles  11.4.1 and 11.4.2 at its sole
          cost and expense provided that such participation  shall not prejudice
          the  conduct  thereof by the  Operator or the  interests  of the Joint
          Operations.

<PAGE>
11.4.4    For the  avoidance of doubt it is hereby  declared that the conduct of
          any  litigation  involving a Sole Risk Project will be in the hands of
          the Participating Party or Parties and at the sole cost and expense of
          such Participating Party.

11.5      IMA  #11  INSURANCE  PROCEEDS

          Attached as Schedule E is the AFE that has been submitted by Abacan to
          the insurance carriers with respect the insurance claim resulting from
          the blow-out of the IMA #9 well.  The Parties agree that all insurance
          payments  received by Abacan with  respect to the  re-drill of the IMA
          #11 well (the AInsurance  Proceeds@) shall be Joint Property with each
          Party  being  deemed  to have  contributed  to the Joint  Account  its
          Participating  Interest.  Amni acknowledges that Liberty shall conduct
          all negotiations with the insurance  companies liable for payment with
          respect to the IMA #9 well  blow-out.  Liberty  shall attempt to cause
          the insurance  carriers to fund Insurance  Proceeds in such a way that
          the  contractors  drilling the IMA #11 well receive  payment  directly
          from the insurance carriers.  Amni agrees to use reasonable efforts to
          co-ordinate  its operations to facilitate  Liberty=s  efforts to cause
          such  direct  payment.  To the  extent  Liberty is unable to cause the
          insurance  carriers to pay the contractors  directly,  then each Party
          shall be responsible for its Participating Interest of Petroleum Costs
          of the costs of  drilling  the IMA #11 well and as and when  Insurance
          Proceeds  are  received,  each Party shall  receive its  Participating
          Interest of Petroleum Costs of such Insurance Proceeds.


               ARTICLE XII - EXPLORATION WORK PROGRAMME AND BUDGET
               ---------------------------------------------------

12.1      ANNUAL  WORK  PROGRAMME  AND  BUDGET

          The Operator shall, within sixty (60) Days after the execution of this
          Agreement and  thereafter on an annual basis not later than  September
          1st in each Calendar Year submit to the Parties a proposed exploration
          Work Programme and Budget for the next Calendar Year (the September 1,
          1998 delivery shall also include the Work Programme and Budget for the
          remainder of the 1998 Calendar Year), showing:

          (a)  Joint  Operations  to be  performed  in the Deep Zones of the IMA
               Field and other work to be undertaken;

          (b)  the information required under the Account Procedure; and

          (c)  such other  information  as the  Operating  Committee  shall have
               required the Operator to provide.

<PAGE>
12.1.2    The proposed exploration Work Programme and Budget shall be subject to
          consideration,  revision and approval by the  Operating  Committee and
          the Parties.  The Operating  Committee shall consider such exploration
          Work Programme and Budget and make such revisions  thereto as shall be
          agreed as soon as practicable but in any event not later than November
          30. Not later than December 31, the Operating  Committee shall approve
          an  exploration  Work  Programme and Budget and such  approval  shall,
          subject to Articles 12.2 and 12.3 authorize and oblige the Operator to
          proceed with it.

12.2      AUTHORIZATION  FOR  EXPENDITURE

12.2.1    Such as provided  in Articles  6.9.2,  6.9.3 and 6.9.4,  the  Operator
          shall,   before   entering  into  any   commitment  or  incurring  any
          expenditure  under an approved  exploration Work Programme and Budget,
          submit  to each  Non-Operator  an AFE.  An AFE  shall be  prepared  in
          accordance  with  Section  3 of  the  Uniform  Project  Implementation
          Procedure.  Subject to the approval of the AFE hereunder, the Operator
          shall be authorized  and obliged,  subject to Article 12.3, to proceed
          with such  commitment  or  expenditure.  An AFE shall be  approved  by
          affirmative  decision of a majority of the  Operating  Committee or by
          signature of the Parties  having an aggregate  Participating  Interest
          sufficient for an affirmative decision of the Operating Committee.

12.2.2    In the event that the  Operating  Committee  gives its approval to any
          exploration   Work  Programme  and  Budget  or  any  AFE  executed  in
          connection  therewith,  Liberty  may, by notice to AMNI given not more
          than  thirty  (30) Days  following  the date of  Liberty's  receipt of
          notice of such approval, elect not to proceed with such Work Programme
          and Budget or AFE as  applicable,  and the operations and work covered
          by such Work  Programme  and Budget or AFE shall be  conducted as Sole
          Risk  Operations  in  accordance  with Article XVI with AMNI being the
          Sole Risk Party.

12.3      AMENDMENT

          At any time either  Party may, by notice to the  Operating  Committee,
          propose that an approved  exploration Work Programme and Budget and/or
          an approved AFE be amended.  The Operating  Committee  shall  consider
          such  proposal  and,  if the  Operating  Committee  so  requires,  the
          Operator shall prepare and submit to the Parties a revised exploration
          Work Programme and Budget incorporating any such amendment and showing
          the matter listed in Article 12.1.1 and the information required under
          Section 3 of the  Uniform  Project  Implementation  Procedure.  To the
          extent that an amendment is approved by the Operating  Committee,  the
          approved  exploration  Work  Programme  and Budget and/or AFE shall be
          amended accordingly  provided always that any such amendment shall not
          invalidate  any  authorized  commitment  or  expenditure  made  by the
          Operator prior  thereto,  provided that any revised Work Programme and
          Budget or AFE shall be  subject  to  Liberty's  rights  under  Article
          12.2.2.

<PAGE>
               ARTICLE XIII - APPRAISAL WORK PROGRAMME AND BUDGET
               --------------------------------------------------

13.1      JOINT  WORK  PROGRAMME  AND  BUDGET

13.1.1    In the event of a Discovery,  the  Operator  shall,  if the  Operating
          Committee so decides and as soon as  Practicable  after such decision,
          submit to each  Non-Operator  a proposed  appraisal Work Programme and
          Budget for such Discovery showing:

(a)       the  wells to be drilled and other projects and work to be undertaken;

(b)       the  information  required  under  the  Accounting  Procedure;

(c)       details  of  the  number of employees and contract personnel required;
          and

(d)       such  other information as the Operating Committee shall have required
          the  Operator  to  provide.

13.1.2    The proposed  appraisal  Work Programme and Budget shall be subject to
          consideration,  revision and approval by the Operating Committee.  The
          Operating  Committee  shall  as  soon  as  practicable  consider  such
          appraisal Work Programme and Budget and make such revisions thereto as
          shall be agreed. If the Operating Committee approves an appraisal Work
          Programme and Budget,  such approval shall be subject to Articles 13.2
          and 13.3, authorize and oblige the Operator to proceed with it.

13.2      AUTHORIZATION  FOR  EXPENDITURE

13.2.1    Save as provided  in Articles  6.9.2,  6.9.3 and 6.9.4,  the  Operator
          shall,   before   entering  into  any   commitment  or  incurring  any
          expenditure  under an approved  appraisal  Work  Programme and Budget,
          submit to the  Operating  Committee an AFE  therefor.  An AFE shall be
          prepared  in  accordance   with  Section  3  of  the  Uniform  Project
          Implementation  Procedure.   Subject  to  the  approval  of  such  AFE
          hereunder,  the Operator shall be authorized  and obliged,  subject to
          Article 13.3, to proceed with such commitment or  expenditure.  An AFE
          shall be approved by affirmative decision of the Operating Committee.

13.2.2    In the event that the  Operating  Committee  gives its approval to any
          appraisal  Work Programme and Budget or any AFE executed in connection
          therewith,  Liberty  may, by notice to AMNI given not more than twenty
          (20) Days  following  the date of Liberty's  receipt of notice of such
          approval or of such AFE, elect not to proceed with such Work Programme
          and Budget or AFE as  applicable,  and the operations and work covered
          by such Work  Programme  and Budget or AFE shall be  conducted as Sole
          Risk  Operations  in  accordance  with Article XVI with AMNI being the
          Sole Risk Party.

<PAGE>
13.3     REVIEW  AND  AMENDMENT

13.3.1    The Operator shall,  as and when required by the Operating  Committee,
          review the approved  appraisal Work Programme and Budget and submit to
          the Parties a report thereon.

13.3.2    At any time either  party may,  by notice to the other  Party  propose
          that an  approved  appraisal  Work  Programme  and  Budget  and/or  an
          approved AFE be amended.  The Operating  Committee shall consider such
          proposal  and, if the  Operating  Committee so requires,  the Operator
          shall  prepare  and  submit to the  Parties a revised  appraisal  Work
          Programme and Budget  incorporating any such amendment and showing the
          matter listed in Article  13.1.1 and the  information  required  under
          Section 3 of the  Uniform  Project  Implementation  Procedure.  To the
          extent that any such amendment or revised appraisal Work Programme and
          Budget is approved by the Operating Committee,  the approved appraisal
          Work  Programme  and Budget  and/or AFE shall be amended  accordingly,
          provided  always  that any such  amendment  shall not  invalidate  any
          authorized  commitment  or  expenditure  made  by the  Operator  prior
          thereto,  and further  provided  that any revised Work  Programme  and
          Budget or AFE shall be  subject  to  Liberty's  rights  under  Article
          13.2.2.

               ARTICLE XIV - DEVELOPMENT WORK PROGRAMME AND BUDGET
               ---------------------------------------------------

14.1      JOINT  WORK  PROGRAMME  AND  BUDGET

14.1.1    The Operator shall, if the Operating  Committee so decides and as soon
          as practicable  after such  decision,  submit to the  Non-Operators  a
          proposed  development  Work  Programme  and  Budget  for  a  Discovery
          showing:

(a)       the  projects  and  other  work  to  be  undertaken;

(b)       the  information  required  under  the  Accounting  Procedure;

(c)       the  manner in  which the development is to be managed with details of
          the  number  of  employees  and  contract  personnel  required;

(d)       the  estimate  of  the  date  of commencement of production and of the
          annual  rates  of  production;  and

(e)       such  other information as the Operating Committee shall have required
          the  Operator  to  provide.

<PAGE>
14.1.2    The proposed development Work Programme and Budget shall be subject to
          consideration,  revision and approval by the Operating Committee.  The
          Operating  Committee  shall meet to  consider  such  development  Work
          Programme and Budget as soon as practicable and to make such revisions
          thereto as shall be agreed.  Unless the Operating  Committee otherwise
          agrees to an earlier date,  the Operating  Committee  shall approve or
          reject the  development  Work  Programme and Budget within thirty (30)
          Days of its  submission by the Operator to the Parties  provided that,
          within the said period of thirty (30) Days any Party  wishing to carry
          out further work or studies in connection  with the development of the
          Discovery  may,  by notice to the other Party  specifying  the further
          work or  studies,  require  that the said  period be  extended up to a
          maximum total period of:

(a)       in the  case of  the carrying out of further appraisal drilling of the
          Discovery,  ninety  (90)  Days;  and

(b)       in  all  other  cases,  sixty  (60)  Days;

and  in  such  event the said period shall be so extended.  A Party proposing to
carry  out further appraisal drilling of the Discovery shall, in its said notice
to  the  other  Party,  inform  them  of  its  intention  and:

(i)       the  Operator  shall  carry out such  drilling  at the risk,  cost and
          expense of such Party and the  provisions  of Article  XVI (other than
          the first  sentence of Article 16.3) shall apply as if such Party were
          a Sole Risk Party and such  drilling  were Sole Risk  Operation  under
          that Article;

(ii)      such Party shall not be entitled to any  reimbursement  from the other
          Party of the costs and  expenses  thereof,  unless as a result of such
          drilling all the Parties decide not to proceed with the development of
          the  Discovery  in which event the other Party shall pay to such Party
          within  twenty-eight (28) Days of the decision not to proceed with the
          development  an amount equal to the lesser of the amount it would have
          contributed to the Joint Account had such additional  drilling or work
          been carried out as part of the Joint  Operations  or its share of the
          additional  costs  incurred;  such amount  shall be paid in Dollars or
          other approved currencies as approved by the Parties applicable to the
          costs and expenses; and

(iii)     all data and information  obtained from such  additional  drilling and
          work shall promptly be made available to, and be owned jointly by, all
          the Parties.

14.2      AUTHORIZATION  FOR  EXPENDITURE

<PAGE>
14.2.1    Save as provided  in Articles  6.9.2,  6.9.3 and 6.9.4,  the  Operator
          shall,   before   entering  into  any   commitment  or  incurring  any
          expenditure  with respect to the  preparation  of a  development  Work
          Programme and Budget or under an approved  development  Work Programme
          and Budget,  submit to the Operating Committee an AFE therefor. An AFE
          shall be prepared in accordance  with Section 3 of the Uniform Project
          Implementation  Procedure.   Subject  to  the  approval  of  such  AFE
          hereunder,  the Operator shall be authorized  and obliged,  subject to
          Article 14.3, to proceed with such commitment or expenditure  provided
          always that an AFE within an approved  development  Work Programme and
          Budget  shall  be  deemed  to  have  been  approved  by the  Operating
          Committee unless,  within fourteen (14) Days (or such longer period as
          shall  have  been  agreed by the  Parties)  of its  submission  to the
          Parties, any Party gives notice to the Operator that they require such
          AFE to be formally approved by the Operating Committee.

14.2.2    In the event that the  Operating  Committee  gives its approval to any
          development   Work  Programme  and  Budget  or  any  AFE  executed  in
          connection  therewith,  Liberty  may, by notice to AMNI given not more
          than  thirty  (30) Days  following  the date of  Liberty's  receipt of
          notice of such approval of such Work  Programme,  Budget or AFE, elect
          not to proceed with such Work Programme,  Budget or AFE as applicable,
          and the operations and work covered by such Work Programme,  Budget or
          AFE shall be  conducted as Sole Risk  Operations  in  accordance  with
          Article XVI with AMNI being the Sole Risk Party.

14.3      REVIEW  AND  AMENDMENT

14.3.1    The Operator shall, in each Year, review the approved development Work
          Programme and Budget and submit to the  Operating  Committee not later
          than  September 1st a report  thereon  together with an update of such
          development Work Programme and Budget dealing separately with the next
          Year  and  the  remaining  phase  of  the  approved  development  Work
          Programme and Budget and showing the matters  listed in Article 14.1.1
          and the  information  required under Section 3 of the Uniform  Project
          Implementation Procedure.

14.3.2    At any time either  Party may,  by notice to the other  Party  propose
          that an  approved  development  Work  Programme  and Budget  and/or an
          approved AFE be amended.  The Operating  Committee shall consider such
          proposal and, if the Operating  Committee agrees to such an amendment,
          the Operator  shall  prepare and submit to the  Operating  Committee a
          revised  development Work Programme and Budget  incorporating any such
          amendment  and showing the  matters  listed in Article  14.1.1 and the
          information  under  Section 3 of the  Uniform  Project  Implementation
          Procedure.   To  the  extent  that  any  such   amendment  or  revised
          development  Work  Programme  and Budget is approved by the  Operating
          Committee,  the approved  development Work Programme and Budget and/or
          AFE shall,  subject to obtaining any necessary  consent or approval of
          the Ministry,  be deemed amended accordingly  provided always that any
          such  amendment  shall not  invalidate  any  authorized  commitment or
          expenditure  made by the Operator prior thereto,  and further provided
          that any revised Work  Programme and Budget or AFE shall be subject to
          Liberty's rights under Article 14.2.2.

                ARTICLE XV - PRODUCTION WORK PROGRAMME AND BUDGET
                -------------------------------------------------

<PAGE>
15.1      ANNUAL  WORK  PROGRAMME  AND  BUDGET

15.1.1    The Operator  shall not later than  September 1st in the year prior to
          the commencement of production and each subsequent Year, submit to the
          Operating  Committee a proposed  production  Work Programme and Budget
          for the Year showing:

          (a)  the projects and other work to be undertaken;

          (b)  the information required under the Accounting Procedure:

          (c)  an  estimate  of the  date  of  commencement  of  production  (if
               approximate)  and of the total  production  by  Quarters  and the
               maximum daily rate to be achieved in each Quarter;

          (d)  details  of  the  number  of  employees  and  contract  personnel
               required; and

          (e)  such other  information  as the  Operating  Committee  shall have
               required the Operator to provide.

15.1.2    The proposed  production Work Programme and Budget shall be subject to
          consideration,  revision and approval by the Operating Committee.  The
          Operating  Committee shall consider such production Work Programme and
          Budget and make such  revisions  thereto as shall be agreed as soon as
          practicable  but in any event not later than  October  1st.  Not later
          than December 31st the Operating  Committee shall approve a production
          Work  Programme and Budget and such approval shall subject to Articles
          15.2 and 15.3 authorize and oblige the Operator to proceed with it.

15.2 AUTHORIZATION  FOR  EXPENDITURE

15.2.1    Save as provided  in Articles  6.9.2,  6.9.3 and 6.9.4,  the  Operator
          shall,   before   entering  into  any   commitment  or  incurring  any
          expenditure under an approved Work Programme and Budget, submit to the
          Operating  Committee  an AFE  therefor.  An AFE shall be  prepared  in
          accordance  with  Section  3 of  the  Uniform  Project  Implementation
          Procedure.  Subject to the approval of the AFE hereunder, the Operator
          shall be authorized  and obliged,  subject to Article 15.3, to proceed
          with  such  commitment  or  expenditure.  An AFE  may be  approved  by
          affirmative  decision of the  Operating  Committee  or by signature by
          Parties having an aggregate  Participating  Interest sufficient for an
          affirmative decision of the Operating Committee.

<PAGE>
15.2.2    In the event that the  Operating  Committee  gives its approval to any
          production Work Programme and Budget or any AFE executed in connection
          therewith,  Liberty  may, by notice to AMNI given not more than thirty
          (30) Days  following  the date of Liberty's  receipt of notice of such
          approval or of such AFE, elect not to proceed with such Work Programme
          and Budget or AFE as  applicable,  and the operations and work covered
          by such Work  Programme  and Budget or AFE shall be  conducted as Sole
          Risk  Operations  in  accordance  with Article XVI with AMNI being the
          Sole Risk Party.

15.3 AMENDMENT

     At any time either Party may, by notice to the Operating Committee, propose
     that an approved  production  Work  Programme and Budget and/or an approved
     AFE be  amended.  To the  extent  that  an  amendment  is  approved  by the
     Operating  Committee,  the approved  production  Work  Programme and Budget
     and/or AFE shall be deemed  amended  accordingly  provided  always that any
     such  amendment   shall  not   invalidate  any  authorized   commitment  or
     expenditure  made by the Operator prior thereto,  and further provided that
     any revised Work  Programme and Budget or AFE shall be subject to Liberty's
     rights under Article 15.2.2.

                       ARTICLE XVI - SOLE RISK OPERATIONS
                       ----------------------------------

16.1 DEFINITIONS

     For  the  purpose  of  this  Article  XVI:

16.1.1    "Common  Costs" means  overhead  expenses in respect of operating  and
          maintenance  charges and  depreciation on common user assets which are
          shared by Sole Risk Operations and Joint Operations.

16.1.2    "Exploratory  Well"  means:

          (a)  a well  drilled  in the Deep  Zones  of the IMA  Field in an area
               lying  outside  the  interpreted  closure  of any  structural  or
               stratigraphic trap on which closure a well has been drilled which
               is capable of producing Petroleum, or

          (b)  a well in the  Deep  Zones of the IMA  Field  in any  area  lying
               inside the interpreted closure of any structural or stratigraphic
               trap,  to the extent to which it is deepened or plugged back to a
               stratigraphic   level   different  from  that  to  which  it  had
               previously been drilled and found capable of producing Petroleum;
               or

          (c)  any well that has been agreed by the Parties to be an Exploratory
               Well.

16.1.3    "Non-Proposing  Party/ies"  means the Parties not giving  notice of an
          intention to conduct a Sole Risk Operation.

16.1.4    "Non-Sole Risk  Party/ies"  means the parties not  participating  in a
          Sole Risk Operation.

<PAGE>
16.1.5    "Production  Facilities" means drilling and/or  production,  platforms
          and/or petroleum  storage and  transportation  facilities  required to
          produce and  deliver  any  Petroleum  that may be  discovered  from an
          Exploratory Well within the Deep Zones of the IMA Field.

16.1.6    "Proposing Party/ies" means the Parties giving notice of its intention
          to conduct a Sole Risk Operation as hereinafter defined.

16.1.7    "Sole Risk  Exploratory  Well" means an Exploratory  Well drilled by a
          Sole Risk Party/ies pursuant to this Article XVI.

16.1.8    "Sole Risk Notice" means a notice given  pursuant to Article 16.4 of a
          Party's intention to conduct a Sole risk Operation.

16.1.9    "Sole Risk Operation" means an operation conducted for only one of the
          Parties in accordance with the provisions of this Article XVI.

16.1.10   "Sole Risk Party/ies"  means the Party/ies who undertakes to conduct a
          Sole Risk Operation pursuant to this Article XVI.

16.2 SOLE  RISK  OPERATIONS

     Subject to Article  16.3,  Sole Risk  Operations  shall only include and be
     undertaken in respect of any one or more of the following activities:

     (a)  the deepening, side tracking or plugging back of an Exploratory Well;

     (b)  the  drilling  of an  Exploratory  Well  including  testing and coring
          programmes;

     (c)  the drilling of appraisal and development  wells and the  installation
          of Production  Facilities  to develop a discovery  made by a Sole Risk
          Exploratory  Well,  provided  the purchase of such  Facilities  is not
          otherwise  to increase or  accelerate  production  of  Petroleum  from
          geological  structures  in the Deep Zones of the IMA Field  other than
          the geological  structure on which such Sole Risk Exploratory Well was
          Drilled;

     (d)  any other  activity or project  agreed by the Parties to be undertaken
          as a Sole Risk Operation; and

     (e)  any operation  governed by a Work  Programme and Budget or an AFE made
          pursuant  to  Articles  XII,  XIII,  XIV or XV for which  Liberty  has
          elected not to participate in pursuant to the terms of such Articles.

16.3 CONDITIONS  FOR  SOLE  RISK  OPERATIONS

<PAGE>
     (a)  No Sole Risk Operation may be conducted if it would  adversely  affect
          Joint  Operations or conflict with all or any part of any current Work
          Programme and Budget.

     (b)  No Sole Risk Operation shall be undertaken until:

          (i)  The operations  comprising  the Sole Risk  Operation  shall first
               have been  proposed  in writing  to the  Operating  Committee  in
               complete  form. The  appropriate  proposal to be in complete form
               shall  specify as Joint  Operations  such as location of proposed
               well,  scope of geological and geophysical  programmes,  proposed
               depth, itemized estimate of the costs thereof, economic analysis,
               expected   date  of   commencement   and  the  expected  date  of
               completion.

          (ii) The Operating  Committee  shall have  disapproved or be deemed to
               have disapproved the proposal,  in accordance with the procedures
               set forth in Article VIII.

     (c)  A  Sole  Risk  Operation  for  the  deepening  or  sidetracking  of an
          Exploratory  Well in course of drilling  may be proposed  only if such
          well has not  encountered  a Discovery and the Parties have decided to
          abandon the well  following  their  receipt of all  drilling  and Test
          results.

16.4 SOLE  RISK  NOTICE

     Within 6 months after the Operating Committee disagrees with a proposal for
     Joint  Operations  or, in the case of Article  16.3 (c) within  forty-eight
     (48) hours after notice from the Operator  recommending  abandonment  of an
     Exploratory Well, any Party may give to the other Party a Sole Risk Notice,
     in writing.  The Non-Proposing Party shall have ninety (90) Days, after the
     receipt of the sole Risk  Notice,  within  which to notify the Party giving
     the Sole Risk Notice,  whether or not to  participate  in the costs of such
     Sole Risk Operation  ("Participation Notice");  provided,  however, that in
     the case of a Sole Risk activity  pursuant to Article 16.3(c) the period in
     which to give Participation Notice shall be forty-eight (48) hours.

16.5 SOLE  RISK  OPERATION  AS  JOINT  OPERATION

     If the  Non-Proposing  Party elects to participate in the proposal which is
     the subject of a Sole Risk Notice within the applicable period specified in
     Article 16.4, such Sole Risk Operation shall be carried out by the Operator
     as Joint  Operation  and the current  Work  Programme  and Budget  shall be
     deemed to be amended accordingly.

16.6 SOLE  RISK  OPERATION

<PAGE>
     In the event the Non-Proposing  Party does not elect, within the applicable
     period  specified in Article 16.4 to  participate  in a proposed  Sole Risk
     Operation, the Proposing Party shall be entitled to carry out the Sole Risk
     Operation at its Sole Risk, cost and expenditure. Costs and expenses of the
     Sole Risk  Operation  incurred  by the Sole Risk Party shall be computed in
     accordance with the Accounting Procedure.

16.7 OPERATOR  OF  SOLE  RISK  OPERATION

     Notwithstanding  that the Operator may not be the Sole Risk Party, the Sole
     Risk  Operation  shall,  subject to Article  16.7.3 and  Article  16.8,  be
     carried out promptly and  diligently by the Sole Risk Operator for the sole
     account and benefit of the Sole Risk Party.

16.7.1    Any Sole Risk  Operation  shall be carried out at the sole risk,  cost
          and expense of, and under the overall  supervision and control, of the
          Sole Risk Party but otherwise pursuant to this Agreement.

16.7.2    The Sole Risk Operator shall keep and maintain separate books, records
          and accounts  (including  bank accounts) with respect to the Sole Risk
          Operations,   including  Sole  Risk  share  of  all  Common  Costs  in
          connection  therewith,   which  shall  be  subject  to  the  right  of
          examination and audit by the Sole Risk Party and Non-Consenting Party.

16.7.3    The Sole Risk  Party  shall be  obligated  to  advance  the  estimated
          expenditure for the Sole Risk Operation to the Operator within fifteen
          (15) Days  after  receipt  of the  Operator's  request  therefor.  The
          Operator  shall not use, or be required to use, Joint Account funds or
          its own funds for the purpose of paying the costs and  expenses of the
          Sole Risk Operation.

16.8 COMMENCEMENT  OF  SOLE  RISK  OPERATION

     It is hereby  understood  and agreed  that the Sole Risk Party shall do all
     things  necessary to enable the Operator on its behalf to commence the Sole
     Risk  Operation  within  ninety  (90) Days after  expiration  of the period
     specified in Article 16.4 for giving a Participation  Notice in the case of
     a Sole Risk Operation  under Articles  16.2(a),  (b), (c) or (e); or within
     one hundred eighty (180) Days after  expiration of the period  specified in
     Article 16.4 for giving a  Participation  Notice in case of projects  under
     Article 16.2(d); or within 48 hours after expiry of the period specified in
     Article 16.4 for giving a  Participation  Notice in case of projects  under
     Article  16.3(c).  If the Sole Risk  Operation  specified  in the Sole Risk
     Notice is not  commenced  within the period  specified in this Article 16.8
     for reasons  attributable  to the  Proposing  Party,  then the right of the
     Proposing Party to carry out the Sole Risk Operation shall lapse.

16.9 INFORMATION  CONCERNING  SOLE  RISK  OPERATION

     The Operator shall, in relation to the Sole Risk Operation,  furnish to the
     Parties all  information  and data which the  Operator is obligated to give
     the Non-Operators under the terms of this Agreement.

<PAGE>
16.10 ELECTION  TO  PARTICIPATE  IN  FURTHER  WORK

     A Non-Consenting Party may at any time, elect to participate in a Sole Risk
     Operation  by  paying  to  the  other   Party,   an  amount  equal  to  its
     Participating  Interest of Petroleum Costs share of the cumulative cost and
     expenditure  of the Sole Risk  Operation,  incurred  as of the date of such
     election plus 250% thereof ("Re-entry  Penalty").  The whole or any part of
     the  Re-entry  Penalty  shall be paid in cash in the  currency in which the
     Sole Risk costs have been  incurred  or in kind or both as may be  mutually
     agreed by the Parties. Following an election and payment as aforesaid, such
     operations shall be carried out as Joint Operations.

16.11  USE  OF  JOINT  PROPERTY  AND PERSONNEL  OF  THE  OPERATOR FOR SOLE RISK 
       OPERATION

     A Sole Risk Party shall be entitled to use Joint  Property and personnel of
     the Operator for the Sole Risk Operation  upon terms and conditions  agreed
     by the Parties,  provided however that it is understood that, at all times,
     the Joint  Operations shall take precedence over the Sole Risk Operation in
     such use of Joint Property and personnel.

16.12 INDEMNIFICATION  OF  THE  NON-CONSENTING  PARTY

     The Sole Risk Party shall  indemnify and hold  harmless the  Non-Consenting
     Party from all suits, claims, liens,  liabilities,  damages,  costs, losses
     and expenses  whatsoever  directly or indirectly caused to third parties or
     incurred  by the  Non-Consenting  Party as a  result  of  anything  done or
     omitted to be done in the course of carrying out the Sole Risk Operation.

16.13 TITLE  TO  THE  SOLE  RISK  OPERATION,  PRODUCTION  AND  FACILITIES

16.13.1   Subject to Article 16.10,  all property  acquired  through a Sole Risk
          Operation,  including data and  information,  shall be wholly owned by
          the Sole Risk Party.

16.13.2   In case of a Sole Risk  Operation  under Article  16.2(d) the relevant
          facilities as well as any Petroleum  produced therefrom shall be owned
          by the Sole Risk Party until such time as the Non-Consenting Party has
          elected to  participate  in further work under the Sole Risk Operation
          pursuant to Article 16.10.

16.13.3   Notwithstanding the election of a Non-Consenting  Party to participate
          in a Sole Risk Operation involving  production of Petroleum discovered
          as the result of a Sole Risk Exploratory  Well, and the payment by the
          Non-Consenting  Party of the  amount of money  referred  to in Article
          16.10, the  Non-Consenting  Party shall not be entitled to receive any
          payment in kind of cash or credit for any Petroleum which was produced
          as a result of a  discovery  from such  Exploratory  Well prior to the
          date of such  election  and  payment.  Upon such  election and payment
          however   the   Non-Consenting   Party   shall  be   entitled  to  its
          Participating  Interest  of  Petroleum  produced  as  a  result  of  a
          discovery  from such  Exploratory  Well  following  such  election and
          payment.

<PAGE>
                       ARTICLE XVII - ACCOUNTING PROCEDURE
                       -----------------------------------

17.1      The Accounting Procedure is hereby made part of this Agreement. In the
          event of any conflict  between any  provision in the main body of this
          Agreement and any provision in the Accounting Procedure, the provision
          in the main body shall prevail.

                             ARTICLE XVIII - DEFAULT
                             -----------------------

18.1     FAILURE  TO  PAY

          If any Party  ("Defaulting  Party")  fails to pay in full its share of
          any Cash Call or Advance by the due date as  provided  in Article X or
          elsewhere in this Agreement  (including  all schedules  thereto) (such
          date being hereinafter the "Default Date"):

          (i)  the  Operator  shall  notify  by telex  all the  Parties  of such
               default  as soon as  practicable  after  the  occurrence  of such
               default;

          (ii) after the  occurrence of such failure to pay, the Operator  shall
               serve  on the  Defaulting  Party  a  formal  notice  (a  "Default
               Notice")  declaring that the Defaulting  Party is in default from
               and including the Default Date;

          (iii)each  Non-Defaulting  Party  shall  contribute,   as  hereinafter
               provided, a share of the amount of default in the proportion that
               its   Participating   Interest   bears   to  the   total  of  the
               Participating   Interests  of  the  Non-Defaulting  Parties,  and
               pending  receipt of such  additional  contributions  the Operator
               shall make  arrangements to meet any  commitments  falling due by
               borrowing the necessary finance from outside sources or by making
               the necessary  finance available itself and all costs of any such
               finance shall be charged to the Non-Defaulting  Parties;  finance
               made available to the Operator shall bear interest  calculated on
               a day to day basis at the Agreed Interest Rate;

          (iv) within five (5) Working Days  following the date of  notification
               by the Operator under Article 18.1(i),  the Operator shall notify
               all the Parties of the  liability  of each of the  Non-Defaulting
               parties to  contribute  to the amount in default and shall make a
               further Cash Call accordingly to take effect on the expiry of the
               six (6) Business Days specified in Article 18.1(v);

          (v)  if such default continues for than six (6) Working Days after the
               date of  notification  by the Operator under Article 18.1(i) each
               of the  Non-Defaulting  Parties  shall on the  Business  Day next
               following such sixth  Business Day pay the amount  notified under
               Article  18.1(iv),  and  thereafter  shall  continue  to pay,  in
               addition  to its share of  subsequent  Advances,  the  proportion
               specified  in  Article   18.1(iii)  of  that  part  of  all  such
               subsequent  Advances  attributable to the Defaulting  Party until
               such time as the  Defaulting  Party has  remedied  its default in
               full,  and failure by a Party to make such payment on behalf of a
               Defaulting  Party shall likewise and with the same results render
               that Party in default; and

<PAGE>
          (vi) no Party shall be entitled at any time to call into  question any
               aspect of the  Default  Notice or its  service on the  Defaulting
               Party other than on the grounds (a) that the Defaulting Party had
               not  failed to pay in full its share of any Cash Call or  Advance
               by the due date as  aforesaid,  (b) that any such failure was not
               continuing at the date of service of the Default Notice  (whether
               in  respect  of the  whole or any part of the  amount  which  the
               Defaulting  Party  failed  to pay as  aforesaid),  (c)  that  the
               Default Notice was not served on the Defaulting Party.

18.2      REMEDY  OF  DEFAULT

          The Defaulting Party shall have the right to remedy the default at any
          time by  payment  in full to the  Operator  or, if the  Non-Defaulting
          Party  has  paid  any   amounts   under   Article   18.1(v),   to  the
          Non-Defaulting  Party,  in  proportion  to the  amounts so paid by the
          Non-Defaulting  Party of all amounts  which the  Defaulting  Party has
          failed  to pay  (including  the  amount  of Cash  Calls  and  Advances
          attributable to the Defaulting  Party which the  Non-Defaulting  Party
          has become  liable to pay in terms of Article  18.1(v)  together  with
          interest  thereon  calculated  on a day to  day  basis  at the  Agreed
          Interest  Rate,  from and  including  the due date for payment of such
          amounts until but not including the actual date of payment.

18.3      CONTINUATION  OF  DEFAULT

18.3.1         If  a  Party  defaults  after  the   commencement  of  commercial
               production and has not remedied the default by the sixth Business
               Day after Notice thereof from the Operator,  the Defaulting Party
               shall not be entitled to its Participating Interest of Production
               which  shall vest in and be the  property  of the  Non-Defaulting
               Parties in the  proportions  which  their  respective  Percentage
               Interests of Petroleum  Costs bear to the total of the same,  and
               Operator shall be authorized to sell such Petroleum,  at the best
               price obtainable under the circumstances and, after deducting all
               reasonable  costs,  charges and expenses  incurred by Operator in
               connection  with such sale, pay the proceeds  proportionately  to
               the  Non-Defaulting  Parties  which  proceeds  shall be  credited
               against all monies  advanced  pursuant to Article  18.1  together
               with interest  accrued  thereon.  Any surplus  remaining shall be
               paid to the Defaulting  Party,  and any deficiency shall remain a
               debt due from the Defaulting Party to the Non-Defaulting Parties.

18.3.2         During the continuation of any default the Defaulting Party shall
               not be entitled to be  represented  at meetings of the  Operating
               Committee  or any  sub-committee  thereof nor to vote thereat (so
               that the voting interest of each Non-Defaulting Party shall be in
               the  proportion  which its  Participating  Interest  bears to the
               total of the  Participating  Interest  of all the  Non-Defaulting
               Parties)  and  shall  have no  further  access  to any  data  and
               information  relating  to the Joint  Operations.  The  Defaulting
               Party shall be bound by decisions of the Operating Committee made
               during the continuation of default.

<PAGE>
18.4      In the case of any Sole  Risk  Project  pursuant  to  clause  16,  the
          provision of this clause 18 shall apply  mutatis  mutandis to the Sole
          Risk Parties.

18.5      From the  Default  Date the  Defaulting  Party  shall  have no further
          rights  with  respect  to the  Deep  Zone  of the  IMA  Field  or this
          Agreement except as provided for in this clause 18.

18.6      OTHER  REMEDIES

          All  remedies  provided  hereunder  shall be without  prejudice to any
          other rights available to the Non-Defaulting Parties whether at common
          law, pursuant to statute or otherwise.

                     ARTICLE XIX - DISPOSITION OF PRODUCTION
                     ---------------------------------------

19.1      RIGHT  AND  OBLIGATION  TO  TAKE  IN  KIND

          Except  with  respect  to Tax  Oil or as  otherwise  provided  in this
          Article,  each Party shall have the right and  obligation to own, take
          in kind  and  separately  dispose  of its  Participating  Interest  of
          Production  from  any  Exploitation  Area  in such  quantities  and in
          accordance  with such  procedures  as may be set forth in the  offtake
          agreement  referred to in Article 19.2 or in the special  arrangements
          for natural gas referred to in Article 19.3. If Government is party to
          the offtake agreement,  then the Parties shall endeavour to obtain its
          agreement to the principles set forth in this Article.

19.2      OFFTAKE  AGREEMENT  FOR  CRUDE  OIL

          If Crude Oil is to be produced from an Exploitation  Area, the Parties
          shall in good faith, and not less than three (3) months prior to first
          delivery  of  Crude  Oil,  negotiate  and  conclude  the  terms  of an
          agreement to cover,  the offtake of Crude Oil produced under the Joint
          Venture Agreement,  which agreement shall also provide for the sale of
          the Tax Oil by the  Operator.  The  Government  may, if necessary  and
          practicable,  also be party to the  offtake  agreement.  This  offtake
          agreement  shall to the extent  possible be consistent  with the Joint
          Venture Agreement, and make provision for:

          (a)  The  delivery   point,  at  which  title  and  risk  of  loss  of
               Participating  Interest of  Production of Crude Oil shall pass to
               the Parties (or as the Parties may otherwise agree);

          (b)  The  Operator's   regular  periodic  advice  to  the  Parties  of
               estimates of  totalavailable  production for succeeding  periods,
               Participating Interest of Production and grades of Crude Oil, for
               as far ahead as is necessary  for the Operator and the Parties to
               plan offtake arrangements.  Such advice shall also cover for each
               grade of Crude Oil total available  production and deliveries for
               the preceding period, inventory and overlifts and underlifts;

<PAGE>
          (c)  Nomination  by the Parties to the Operator of acceptance of their
               Participating   Interest  of   Production   of  total   available
               production for the succeeding  period.  Such nominations shall in
               any one period be for each Party's entire Participating  Interest
               of Production  arising  during that period subject to operational
               tolerances  and agreed  minimum  economic  cargo  sizes or as the
               parties may otherwise agree;

          (d)  Elimination of overlifts and underlifts;

          (e)  If offshore  loading or a shore  terminal  for vessel  loading is
               involved, risks regarding acceptability of tankers, demurrage and
               (if applicable) availability of berths;

          (f)  Distribution  to the Parties of  Entitlements  to ensure,  to the
               extent Parties take delivery of their  Entitlements in proportion
               to the  accrual  of such  Entitlements,  that  each  Party  shall
               receive currently Entitlements of grades, gravities and qualities
               of Petroleum similar to Petroleum received by each other Party.

          (g)  To the extent that  distribution of Entitlements on such basis is
               impracticable due to availability of facilities and minimum cargo
               sizes, a method of making periodic adjustments; and

          (h)  The  option  and  the  right  of the  other  Parties  to  sell an
               Entitlement  which a  Party  fails  to  nominate  for  acceptance
               pursuant to (c) above or of which a Party fails to take delivery,
               in accordance with applicable  agreed  procedures,  provided that
               such failure  either  constitutes  a breach of the  Operator's or
               Parties'  obligations  under  the  terms of the  Contract,  or is
               likely to result in the  curtailment  or shut-in  of  production.
               Such sales shall be made only to the limited extent  necessary to
               avoid disruption in Joint Operations. The Operator shall give all
               Parties as much notice as is  practicable  of such  situation and
               that  a  sale  option  has  arisen.  Any  sale  shall  be of  the
               unnominated or undelivered Entitlement as the case may be and for
               reasonable  periods of time as are  consistent  with the  minimum
               needs  of the  industry  and in no event to  exceed  twelve  (12)
               months.  The right of sale shall be  revocable at will subject to
               any prior contractual commitments.  Sales to non-affiliated third
               parties  shall be for the  realized  price  f.o.b.  the  delivery
               point.  Sales to any of the Parties or their  Affiliates shall be
               at current  market value f.o.b.  the  delivery  point.  The Party
               arranging  the sale shall pay to the Party whose  Entitlement  is
               involved the above price after deduction of all costs,  including
               storage  costs,  incurred in respect of such sale and a marketing
               fee  of  an  agreed  percentage  of  the  applicable  price  less
               deductions,  reflecting  actual  costs of disposal  at  immediate
               notice.   Current   market  value  shall  be  the  value  of  the
               Entitlement in international  markets (unless the Entitlement was
               required to be delivered into the  Government's  domestic market,
               in which  case it shall be the  value  therein  between a willing
               buyer and  seller  and shall be agreed  between  the two  Parties
               concerned,  or failing  agreement,  determined by an expert to be
               appointed in accordance  with procedures set forth in the offtake
               agreement.

<PAGE>
19.3      SEPARATE  AGREEMENT  FOR  NATURAL  GAS

          The  Parties  recognize  that if natural gas is  discovered  it may be
          necessary for the Parties to enter into special  arrangements  for the
          disposal of the natural gas, which are consistent with the Development
          Plan and subject to the terms of the Joint Venture Agreement.

                          ARTICLE XX - CONFIDENTIALITY
                          ----------------------------

20.1     CONFIDENTIALITY  DATA  AND  INFORMATION

          All data and  information  (the  "Data")  acquired  or obtained by any
          Party in respect of the Joint Operations and under or pursuant to this
          agreement  shall  be  considered   confidential   and  shall  be  kept
          confidential  and not be disclosed  during the term of this  Agreement
          and for a  period  of five  (5)  years  thereafter  and  shall  not be
          divulged  in any way to any third  party  without  the  prior  written
          approval of all the Parties, provided that:

          (a)  any Party may,  without such approval,  disclose the whole or any
               part of the Data in good faith:

               (i)  to any Affiliate of such Party upon obtaining an undertaking
                    of  confidentiality  (in similar terms to this Article 20.1)
                    from such Affiliate;

               (ii) to any bona  fide  prospective  assignee  of such  part upon
                    obtaining  an  undertaking  of  confidentiality  (in similar
                    terms to this Article  20.1) from such  assignee and subject
                    to such Party  having  given not less than two (2)  Business
                    Days' notice to the other Parties  specifying  the extent to
                    which  that  Party  intends  to  disclose  the  Data  to the
                    prospective  assignee  and  the  name  of  such  prospective
                    assignee;

               (iii)to any  outside  professional  consultants  engaged by or on
                    behalf of such  Party  and  acting  in that  capacity,  upon
                    obtaining  an  undertaking  of  confidentiality  (in similar
                    terms to this Article 20.1) from such consultants,  provided
                    that such Party shall  promptly  inform the other Parties of
                    the name of such consultants and the data disclosed to them;

               (iv) to any bank or financial institution from whom such Party is
                    seeking or obtaining an  undertaking of  confidentially  (in
                    similar  term  to  this  Article  20.1)  from  such  bank or
                    institution;

               (v)  to the extent required by the Act, the OPL and OML governing
                    the Deep Zones of the IMA Field, any other applicable law or
                    the Regulations of the Ministry;

               (vi) to the extent that the same has become  generally  available
                    to the  public  other than as a result of any breach by such
                    Party of its obligations hereunder;

<PAGE>
               (vii)pursuant   to  an   order   of  any   court   of   competent
                    jurisdiction; or

               (viii) any  government,  stock exchange or securities  commission
                    having jurisdiction over such Party.

          (b)  the  Operator  may  disclose  the Data to such  persons as may be
               necessary in connection with the conduct of the Joint  Operations
               upon  obtaining an  undertaking  of  confidentiality  (in similar
               terms to this Article  20.1) from such persons  provided that the
               Operator shall promptly  inform the other Parties of the names of
               such persons and of the Data disclosed to them.

          In the event of any Party  ceasing to hold a  Participating  Interest,
          such Party shall nevertheless remain bound by this Article 20.1.

20.2      TRADING  RIGHTS

20.2.1    The Operator may, with the prior  approval of the Operating  Committee
          and on such terms and  conditions  as it shall  approve,  exchange any
          Data for other  similar data and  information  and the Operator  shall
          promptly  provide  all the  Parties  as shall  request  the same  with
          conformed  copies of the  agreement  relating to such exchange and all
          such other data and  information  provided that,  notwithstanding  the
          foregoing  provisions  of this  Article  XX,  if any Party is also the
          owner or part owner of such other data and information it shall not be
          entitled  to prevent an  exchange  which has been  approved by all the
          other Parties.

20.2.2    A Party having  acquired any data and  information by the conduct of a
          Sole Risk Project undertaken under Article XVI shall have the right to
          take such  data and  information  as its  exclusive  property  without
          seeking the prior approval of the Non-Consenting Parties, save that if
          the Non-Consenting Party in accordance with Article 14.4 such data and
          information  shall thereafter  become Joint Property and be subject to
          the restrictions imposed by Article 20.1.

                       ARTICLE XXI - PUBLIC ANNOUNCEMENTS
                       ----------------------------------

21.1      Subject  to  Articles  20.1,  21.2 and  21.3,  the  Operator  shall be
          responsible for the preparation and release of all  announcements  and
          statements  regarding this Agreement or the Joint Operations  provided
          always that no such public  announcement  or statement shall be issued
          or made unless prior thereto all the Parties have been  furnished with
          a copy thereof and the approval of the  Operation  Committee  has been
          obtained.

<PAGE>
21.2      Except as provided in Article  21.3, if any Party shall itself wish to
          issue or make any public  announcement  or  statement  regarding  this
          Agreement  or the Joint  Operations  it shall  not do so unless  prior
          thereto it furnished all the Parties with a copy of such  announcement
          or statement obtains the approval of the Operating  Committee provided
          that, notwithstanding any failure to obtain such approval, no Party or
          Affiliate of such Party shall be prohibited from issuing or making any
          such public  announcement  or statement if it is necessary to do so in
          order  to  comply  with any  applicable  law or the  regulations  of a
          recognized stock exchange.

21.3      The Sole Risk Party carrying out a Sole Risk Project (or the operating
          if acting as  operator  for the Sole Risk  Operation  on behalf of the
          Sole Risk Party) shall be responsible  for the preparation and release
          of all public  announcements and statement to the Sole Risk Operation.
          The  unanimous  approval  of the Sole Risk  Parties (if more than one)
          shall be obtained to the terms of any such  announcement  or statement
          before it is released.  If, prior to the release of such  announcement
          or statement, the Non-Consenting Parties shall have discharged in full
          their  liabilities  to the Sole Risk Party in accordance  with Article
          14.4, the provisions of Article 21.1 will apply.

                       ARTICLE XXII - OUTGOINGS AND GRANTS
                       -----------------------------------

22.1      OUTGOINGS

          The  Parties  shall be liable for  payments in  accordance  with their
          Participating  Interest.  The Operator shall pay all such sums for the
          Joint Account  excepting  royalties,  petroleum profit taxes and other
          taxes and governmental  levies.  If the Ministry shall require a Party
          to deliver Petroleum in place of royalty, the Operator shall, with the
          prior  consent  of each of the  Parties,  make  arrangements  with the
          Ministry of such delivery.

22.2      GRANTS

          Grants received by any of the Parties from any governmental  agency or
          body in Nigeria  or  internationally  in  respect of their  respective
          expenditures  made pursuant to this  Agreement will be retained by the
          Party  receiving  the same.  The  Operator  shall  supply to any Party
          applying  for a grant,  at the sole  cost of the Party  requiring  the
          same,  all  requisite  data  and  information  which  such  Party  may
          reasonably require for the purpose.

           ARTICLE XXIII - COVENANT, UNDERTAKING, RELATIONSHIP AND TAX
           -----------------------------------------------------------

23.1      COVENANT  AND  UNDERTAKING

          Subject to the overriding responsibility of the Operator under Article
          6.2.2, each Party hereby covenants and undertakes with the other Party
          that  it  will  comply  with  all  the   applicable   provisions   and
          requirements  of the Act and the  OPL and OML  establishing  the  Deep
          Zones of the IMA Field and will do all such acts and things within its
          control  as may be  necessary  to keep  and  maintain  any OPL and OML
          establishing the Deep Zones of the IMA Field in force and effect.

23.2      RELATIONSHIP

<PAGE>
23.2.1         The rights,  duties,  obligations  and  liability  of the Parties
               hereunder  shall be  several  and not joint or  collective.  Each
               Party shall be responsible  only for its  individual  obligations
               hereunder.  It is expressly  agreed that it is not the purpose or
               intention  of this  Agreement  to  create,  nor shall the same be
               construed  as  creating,   any  mining  partnership,   commercial
               partnership or other partnership,  joint venture,  association or
               trust, or as authorizing any Party to act as an agent, servant or
               employee for any other Party for any purpose whatsoever except as
               explicitly  set forth in the  Joint  Venture  Agreement  and this
               Agreement.

23.2.2         Subject to Article  6.2.3 each  Party  agrees to  indemnify  each
               other's Party, to the extent of its Participating  Interest share
               for any claim by or liability to (including any cost and expenses
               necessarily  incurred in respect of such claim or liability)  any
               person not being a Party  hereto,  arising from or in  connection
               with the Joint  Operations  including,  without  prejudice to the
               generality of the foregoing,  any claim or liability based on the
               tort of negligence.

23.2.3         The Operator hereby covenants and undertakes that it will perform
               such acts, execute such documents, and do all other things as may
               be necessary  to enable it to perform  each and every  agreement,
               covenant, undertaking,  obligation and liability made, undertaken
               or assumed under this  Agreement and further will not perform (or
               omit to perform) any act the  performance (or the omission of the
               performance)  of which would,  if the Owner were a Party,  render
               the Owner in breach of any such agreement covenant,  undertaking,
               obligation or liability.

23.3      TAX

          The Operator shall be responsible  for reporting and  discharging  all
          taxes  relating  to the  ownership  and  operation  of the  properties
          subject to this  Agreement and shall satisfy such  obligations  out of
          the Tax Oil.

                   ARTICLE XXIV - ASSIGNMENT AND ENCUMBRANCES
                   ------------------------------------------

24.1      RESTRICTION

          This Agreement and all the provisions hereof shall be binding upon and
          enure to the  benefit  of the  Parties  hereto  and  their  respective
          successors  and  assigns  but neither  this  Agreement  not any of the
          rights, interest or obligations hereunder or under OML 112, OPL 237 or
          in respect of the IMA Field  shall be assigned or pledged by any Party
          without the prior  written  consent of the other Party,  which consent
          shall not be unreasonably withheld, and the Government,  if necessary,
          but may be assigned to Affiliates  without such consent subject to the
          provisions  of this  Agreement.  Further,  AMNI  hereby  consents to a
          pledge  by  Liberty  to of  its  interests  in  this  Joint  Operating
          Agreement, the Joint Venture and in the Deep Zones of the IMA Field to
          financial institutions now or hereafter providing credit to Liberty.

<PAGE>
          The Parties  acknowledge  that the interests  conveyed to Liberty with
          respect to its 10% undivided  interest in the Deep Zones is subject to
          obtaining all necessary  governmental approvals required to consummate
          the transactions provided for herein. The Parties agree to obtain such
          approvals  as  promptly  as  possible.  If by  December  1,  1998  the
          necessary  government  approvals  have  not  been  obtained,  then the
          Parties  shall enter into such  amendments  to this  Agreement and the
          Joint Venture Agreement and such other  contractual  agreements as are
          necessary to provide  Liberty (or its nominee)  with all of the rights
          and  benefits  that were to be  provided  to Liberty  pursuant to this
          Agreement and the Agreements executed in connection herewith.

                            ARTICLE XXV - WITHDRAWAL
                            ------------------------

25.1      RESTRICTION

          No Party may withdraw  from this  Agreement  unless it also  withdraws
          from the Joint Venture Agreement,  and in such case in accordance with
          the following provisions of this Article.

25.2      WITHDRAWAL

          Subject to the provisions of this Article, any Party may withdraw from
          this Agreement and the Joint Venture Agreement by giving notice to all
          other  Parties  stating  that it  wishes  to  withdraw  from the Joint
          Venture  Agreement  and  this  Agreement  and  specifying  a  proposed
          effective date of withdrawal  which shall be at least sixty (60) Days,
          but not more than one hundred eighty (180) Days after the date of such
          notice. Such notice shall be unconditional and irrevocable when given.
          Within twenty (20) Business Days of receipt of such notice, any of the
          other  Parties  may  similarly  give notice that it wishes to withdraw
          from the Joint Venture Agreement and this Agreement.  If all the other
          parties give such notice no assignment  shall take place,  the Parties
          shall be deemed to have  decided to abandon the Joint  Operations  and
          the  Joint  Venture  Agreement  shall be  determined  on the  earliest
          possible  date.  If less than all the other  Parties give such notice,
          the  withdrawing   Parties  shall  withdraw  from  the  Joint  Venture
          Agreement  and this  Agreement and the  non-withdrawing  parties shall
          take the place of the  withdrawing  parties in accordance with Article
          25.3 without compensation whatsoever.

25.3      CONDITIONS

          With  respect  to  Article  25.2:

          (a)  a withdrawing  Party shall assign all of its said interest to the
               non-withdrawing Parties and such interest shall (unless otherwise
               agreed by such  non-withdrawing  parties) be allocated to them in
               the proportions in which their respective  Participating Interest
               prior  to  the  effective  date  of  withdrawal  (as  hereinafter
               defined) bear to the total of the same;

<PAGE>
          (b)  a withdrawing Party shall promptly join in such actions as may be
               necessary or  desirable  to obtain any  necessary or desirable to
               obtain  consent or approval of the Ministry in  connection  with,
               and shall execute and deliver all  documents  necessary to effect
               any such  assignment and a withdrawal  shall not be effective and
               binding upon the Parties until the date upon which the same shall
               have been done (the "effective date of withdrawal");

          (c)  a withdrawing  Party shall promptly join in all actions  required
               by the other Parties for the  maintenance of the Deep Zone of the
               IMA Field provided that its  participation  in such actions shall
               not  cause  it to  incur  after  the  date  on  which  notice  of
               withdrawal shall have been given any financial obligations except
               as provided in this Article XXV;

          (d)  a withdrawing  Party shall pay all fines and penalties  which may
               be prescribed by the Ministry and all costs and expenses incurred
               by the other Parties in connection with such withdrawal;

          (e)  a  withdrawing  Party shall not be allowed to  withdraw  from the
               Joint Venture  Agreement and this  Agreement if its said interest
               is subject to any liens,  charges or encumbrances other than rent
               and  royalty  payable  under the OML and OPL  governing  the Deep
               Zones of the IMA Field,  unless the other  Parties are willing to
               accept the assignment  subject to such additional liens,  charges
               and encumbrances;

          (f)  unless the Party or Parties  acquiring its said interest agree to
               accept the withdrawing  Party's  liabilities and  obligations,  a
               withdrawing  Party  shall  remain  liable and  obligated  for its
               Participating  Interest share of all expenditure  accruing to the
               Joint Account under any Work Programme and Budget approved by the
               Operating  Committee  and  authorized by AFE prior to the date on
               which  notice  of  withdrawal  is  given  even if the  operations
               concerned are to be implemented  thereafter  provided always that
               this  sub-paragraph  (f) shall  not  render a  withdrawing  Party
               liable  for any  amounts  which  such  Party  would not have been
               obliged to pay had it not withdrawn; and

          (g)  a  withdrawing  Party shall remain  liable and  obligated for its
               Participating  Interest  share of all net costs  and  obligations
               that in any way relate to the abandonment of Joint  Operations or
               a Sole Risk Project in which such withdrawing Party  participated
               if  abandonment  occurs within five (5) years after the effective
               date  of  withdrawal   and,  prior  to  such   withdrawal,   such
               withdrawing  Party  shall  provide  the other  Parties  with such
               security therefor as is acceptable to all such other Parties.

<PAGE>
          (h)  If such  withdrawing  Party  has,  at the  effective  date of the
               withdrawal,  already  provided  security  for  abandonment  costs
               pursuant to an  Abandonment  Agreement  entered into  pursuant to
               Article  6.10.3 the adequacy of such  security  (both in terms of
               the  proposed  withdrawal  in question  and  otherwise)  shall be
               reviewed by the non-withdrawing Parties. Without prejudice to the
               right  of  the  majority  in   Participating   Interests  of  the
               non-withdrawing  Parties  to  require  the  withdrawing  Party to
               provide additional or substitute  security for its said share, if
               the said majority of the non-withdrawing  Parties determines that
               the security in question should not be released,  the withdrawing
               Party shall not be entitled to any such  release and the security
               in  question  (together  with  such  additional  security  as the
               majority  in  Participating   Interests  of  the  non-withdrawing
               Parties  shall have  required the  withdrawing  Party to provide)
               shall be held as security for such withdrawing Party's said share
               until  its  liability   under  this  Article   25.3(h)  has  been
               discharged.

                          ARTICLE XXVI - FORCE MAJEURE
                          ----------------------------

26.1 The  obligations,  so far as and to the  extent  that the  obligations  are
     affected,  of each of the Parties hereunder,  other than the obligations to
     make payments of money or furnish  security,  shall be suspended during the
     period and to the extent that such Party is rendered  unable,  wholly or in
     part,  from  carrying out its  obligations  under this  Agreement by 'Force
     Majeure' (as  hereinafter  defined).  In such event,  such Party shall give
     notice of suspension  as soon as  reasonably  possible to the other Parties
     stating the date and extent of such  suspension and the cause thereof.  Any
     of the Parties whose obligations have been suspended as aforesaid shall use
     all  reasonable  endeavours  to remedy  such  cause and  shall  resume  the
     performance of such  obligations  as soon as reasonably  possible after the
     removal of the cause and shall so notify all the other Parties.

26.2 For the purposes of this  Agreement,  "Force  Majeure" shall mean any event
     beyond  the  reasonable  control  of a Party and which by the  exercise  of
     reasonable efforts, the Party is not able to prevent, and includes,  but is
     not  limited  to,  such  events  as  governmental  restrictions,   strikes,
     lockouts, shortages of labor or material, acts of God, insurrection, riots,
     wars, fire, storms, hurricanes, floods and the like.

                             ARTICLE XXVII - NOTICES
                             -----------------------

27.1 Except as  otherwise  specifically  provided,  all  notices  authorized  or
     required  between the Parties by any of the  provisions  of this  Agreement
     shall be delivered pursuant to Article 15.5 of the Joint Venture Agreement.

                 ARTICLE XXVIII - DISPUTE RESOLUTIONS PROVISIONS
                 -----------------------------------------------

28.1 This Agreement shall be governed by, construed,  interpreted and applied in
     accordance with the laws of England.

28.2 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  be  guided  by the  terms  of this  Agreement  and
     international practice in similar agreements.

<PAGE>
     IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by
their duly authorized  officers and representatives as of the day and year first
above written.

SIGNED,  SEALED  AND  DELIVERED              SIGNED,  SEALED  AND  DELIVERED
for  and  on  behalf  of                     for  and  on  behalf  of

AMNI  INTERNATIONAL  PETROLEUM               LIBERTY  TECHNICAL  SERVICES
DEVELOPMENT  COMPANY  LIMITED                LTD.


By:  /s/  Tunde  J.  Afolabi                 By:  /s/  Wade  G.  Cherwayko
     -----------------------                         ------------------------
Name:     TUNDE  J.  AFOLABI                 Name:     Wade  G.  Cherwayko
Designation:  Managing  Director                     ------------------------
Chief  Executive  Officer                    Designation:  President
                                                  ------------------------

<PAGE>
                                  SCHEDULE "A"
                                  ------------

                              ACCOUNTING PROCEDURE
                              --------------------

This Schedule "A" is attached to and forms part of the Joint Operating Agreement
made  between  AMNI  INTERNATIONAL  PETROLEUM  DEVELOPMENT  COMPANY  LIMITED AND
LIBERTY  TECHNICAL SERVICES LTD. the 30th  day of June, 1998, (the "Agreement").


I    DEFINITIONS  AND  PURPOSE
     -------------------------

1.1  Words and phrases defined in Article 1 of the Agreement,  when used herein,
     shall have the meaning assigned to them therein.

1.2  The purpose of this Accounting  Procedure is to establish equitable methods
     and rules for determining and reporting  changes and credits  applicable to
     Joint Operations under this Agreement,  to the end that the Operator shall,
     subject  to the  provisions  of this  Agreement,  neither  gain nor lose by
     reason of the fact that it acts as the Operator.

II   CHARGEABLE  COSTS  AND  EXPENDITURES
     ------------------------------------

     The Operator  shall charge the Joint Account for all  reasonable  costs and
     expenses  made in  connection  with the  conduct of Joint  Operations  (the
     Operator shall not charge the Joint  Account,  and the Parties shall not be
     liable, for any unreasonable costs and expenses). Such costs shall include,
     but not be limited to:

2.1  CONCESSION PAYMENTS
    --------------------

     All direct costs  necessary  to acquire and to maintain  rights to the Deep
     Zones of the IMA Field or to acquire  and to maintain  such  permits as are
     required for the Joint Operations.

2.2  LABOUR  AND  RELATED  COSTS
     ---------------------------

     Salaries and wages,  including bonuses of employees of the Operator who are
     directly engaged in the conduct of Joint Operations, whether temporarily or
     permanently assigned,  irrespective of the location of such employees.  The
     costs of salaries  and wages  referred  to herein  shall  include,  without
     limitation,  the  costs of  employee  benefits,  customary  allowances  and
     personal  expenses  incurred under the  Operator's  allowances and personal
     expenses  incurred  under the  Operators'  practice and policy,  and amount
     imposed by applicable  Governmental  authorities,  which are  applicable to
     such employees. These costs and expenses shall include:

     2.2.1     Cost of  established  plans for  employee  group life  insurance,
               hospitalization,  pension, retirement, savings and other benefits
               plan;

     2.2.2     Cost of holidays, vacations, sickness  and  disability  benefits;

<PAGE>
     2.2.3     Cost of living, housing, and other customary allowances;

     2.2.4     Reasonable  personal  expenses which are  reimbursable  under the
               Operator's standard personnel policies;

     2.2.5     Obligations imposed by Government authorities;

     2.2.6     Cost of  transportation  of employees,  other than as provided in
               paragraph  2.3  below,  as  required  in  the  conduct  of  Joint
               Operations.

     2.2.7     Charges  in  respect of  employees  temporarily  engaged in Joint
               Operations  calculated to reflect the actual costs thereto during
               the period or period of such engagement.

2.3  EMPLOYEE RELOCATION AND RELATED COSTS
     -----------------------------------------

     For the purposes of this paragraph 2.3, the following  words shall have the
     following respective meanings, namely:

     "Relocation  Costs"  means,  with  respect to  employees  of the  Operator
      -----------------
     relocation costs, Transportation Costs and transfer expenses, in conformity
     with  the  Operator's   established  and  Customary  practices,   including
     transportation  of  such  employees'   families  and  their  personnel  and
     household effects.

     "Transportation  Costs" for the above  purpose  shall  include  the cost of
      --------------------- 
     freight  and  passenger  service,  meals,  hotels,  and other  expenditures
     related to the transfer.

     2.3.1 Relocation Costs,  Transportation Costs and transfer expenses, within
           Nigeria, for personnel engaged in Joint Operations.

     2.3.2 Relocation Costs and Transportation  Costs with respect to expatriate
           employees, including:

          (a)  Relocation  Costs and  Transportation  Costs  for the  Operator's
               employees   and  their   families   transferring   to  the  Joint
               Operations;

          (b)  Relocation Costs and other related expenses incurred in the final
               repatriation or transfer of the Operator's  expatriate  employees
               and  families  in the  case  of  such  employees'  retirement  or
               separation from the company, or

               in the case of such  employees'  relation to the Operator's  Head
               Office.

<PAGE>
          PROVIDED HOWEVER, that:

          (a)  Relocation  Costs  incurred in moving an expatriate  employee and
               his family beyond his point of origin, established at the time of
               his  transfer  to  Nigeria,  will  not be  charged  to the  Joint
               Account; and

          (b)  no charge  shall be made to the Joint  Account  with  respect  to
               expenses  incurred in the final  repatriation  or transfer of the
               Operators'  expatriate  employees  and  families  to other  areas
               outside of the Contract Area.

          2.3.3 Relocation Costs  and  Transportation   Costs  with  respect  to
                Nigeria employees on training  assignments  outside the Contract
                Area.

          2.3.4 Charges in  respect of  employees  temporarily  engaged in Joint
                Operations shall be  calculated  to  reflect  the  actual  costs
                thereto during the period or periods of such engagement.

2.4  SERVICES  PROVIDED  BY  THIRD  PARTIES/MARKET  ORIENTATED  AFFILIATES
     ---------------------------------------------------------------------

     The cost of  professional,  technical,  consultation,  utilities  and other
     services  procured  from third party  sources  pursuant to any  contract or
     other  arrangement  between  such third  parties and the  Operator  for the
     purposes of the Joint Operations.

2.5  SERVICES  PROVIDED  BY  THE  OPERATOR'S  AFFILIATES,  NON-OPERATOR  OR
     ----------------------------------------------------------------------
     NON-OPERATORS  AFFILIATES
     -------------------------

     The cost of professional, administrative, scientific and technical services
     provided or  performed  by the  Non-Operator,  or by any  Affiliate  of the
     Operator  or  Non-Operator  for the  direct  benefit  of Joint  Operations,
     including,  but  not  limited  to,  services  provided  by  the  Producing,
     Exploration,  Legal,  Financial,  Purchasing,  Insurance,  Accounting,  and
     Computer Services Departments of Non-Operator or such Affiliates.

     2.5.1     Costs and charges hereinabove referred to shall include,  without
               limitation,  the costs  and  charges  for  specific  projects  or
               studies  carried out for the Joint  Account by  Non-Operators  or
               Non-Operators' Affiliates.

     2.5.2     Charges for providing the above services shall reflect the actual
               cost only of  providing  such  services and shall not include any
               element of profit.

     2.5.3     The  charge  out  rate  shall  include  all  costs  and  expenses
               incidental to the  employment  of the personnel  utilized for the
               aforesaid services.

<PAGE>
     2.5.4     The charges  for  services  rendered  for  purchasing  and/or for
               coordinating forwarding and expediting shall be chargeable to the
               extent  that  the  same  have not  been  fully  reimbursed  under
               provisions of Article 3.1.3 hereof.

2.6  DAMAGE  AND  LOSS  TO  JOINT  PROPERTY
     --------------------------------------

     Subject  to the  provisions  of  paragraph  2.6.2  hereunder,  all costs or
     expenses incurred for the repair or replacement of Joint Property resulting
     from damages or losses by fire, flood, storm, theft,  accident or any other
     cause shall be for the Joint Account.

     2.6.1     The Operator shall furnish the Non-Operators  with written notice
               of any  occurrence of damage or loss incurred  which is estimated
               to exceed  $50,000.00 as soon as practicable after the occurrence
               of the event giving rise to the said damage or loss.

     2.6.2     Where the loss or damage,  referred to in this  paragraph  2.6 is
               insured  against  pursuant to this  Agreement,  any recoveries or
               deductibles  under the relevant  insurance  policies shall be for
               the  Joint  Account.   Recoveries  or  deductibles   relating  to
               insurance  obtained by an individual  Party shall be for the sole
               account of that Party.

2.7  LEGAL  EXPENSES
     ---------------

     All costs or expenses of handling,  investigating,  asserting defending and
     settling  litigation  or  claims  arising  our  of  or  relating  to  Joint
     Operations  or necessary to protect or recover the Assets,  including,  but
     not  limited  to  legal  fees,  court  costs,  arbitration  costs,  cost of
     investigation  or  procuring  evidence and amounts  paid in  settlement  or
     satisfaction  of any such  litigation,  arbitration or claims in accordance
     with the provisions of this Agreement.

2.8  DUTIES  AND  TAXES
     ------------------

     All duties  and taxes,  fees and  government  assessment  of every kind and
     nature except as excluded by this Agreement.

2.9  COSTS  OF  OFFICES,  CAMPS,  AND  MISCELLANEOUS  FACILITIES  IN  NIGERIA
     ------------------------------------------------------------------------

     Net costs of  establishing,  maintaining,  and  operating  offices,  camps,
     warehouses,  housing and other facilities serving the Joint Operations.  If
     such facilities serve other operations in addition to the Joint Operations,
     the net cost thereof shall be allocated to the  properties  and  facilities
     served  on  such  equitable  basis  as may  be  approved  by the  Operating
     Committee pursuant to Article 2.12 of this Agreement.

<PAGE>
2.10 OPERATOR'S  PARENT  COMPANY  HEAD  OFFICE  OVERHEAD
     ---------------------------------------------------

     The charge for the Operator's parent company overhead  (hereinafter  called
     "Head Office Overhead Charge").

     2.10.1    The  Head  Office  Overhead  Charge  shall  cover   professional,
               administrative and technical services which include,  but are not
               limited   to,   production,   exploration,   treasury,   payroll,
               communications,  personnel,  executive administrative management,
               central engineering and process engineering  services provided by
               the  Operator's   parent  company  Head  Office  or  any  of  its
               Affiliates to the extent not  chargeable  under  paragraph 2.5 of
               this Schedule "A."

    2.10.2     In respect to the Operator's  Head Office  Overhead  Charge,  the
               Operator shall charge  monthly to the Joint  Operations an amount
               based on  one-twelfth  (2) of the  estimated  annual  Head Office
               Overhead Charge.  Adjustments of the Head Office Overhead Charge,
               based  on  actual  expenditures,  will be made at the end of each
               calendar year.

    2.10.3     For the purpose of calculating the Head Office  Overhead  Charges
               pursuant  to  paragraph  2.10.2  hereof,   costs,   charges,  and
               expenditures  relating to royalties,  Concession rentals,  taxes,
               fees and  charges  paid to any  government  or taxing  authority,
               shall be excluded.

2.11 COSTS  OF  MATERIAL
     -------------------

     The costs of  materials  purchased  or furnished by the Operator for use in
     Joint Operations as provided under Section 3 of this accounting procedure.

2.12 COST  OF  THE  OPERATOR'S  EQUIPMENT  AND  FACILITIES
     -----------------------------------------------------

     The costs of equipment and  Facilities  owned and furnished by the Operator
     or any of its  Affiliates  shall be charged  to the Joint  Account at rates
     commensurate with the cost of ownership and operation.

     2.12.1    The rates  charged  pursuant  to this  paragraph  2.12  shall not
               exceed  those  currently   prevailing  for  the  supply  of  like
               equipment and  facilities  on comparable  terms in the area where
               the Joint Operations are being conducted.

     2.12.2    The  equipment  and  facilities  referred to herein shall exclude
               major  investment  items such as, but not limited,  to,  drilling
               rigs, producing platforms,  oil treating facilities,  oil and gas
               loading and transportation  systems,  and terminal facilities and
               other major  facilities,  charges for which shall be subject to a
               separate agreement.

<PAGE>
2.13 OTHER  EXPENDITURES  AND  COSTS
     -------------------------------

     Any other expenditures and costs, not covered or dealt within the foregoing
     provisions  of this  Section  2,  which are  incurred  by the  Operator  in
     accordance with the provisions of this Agreement.

III  MATERIALS  ADMINISTRATION
     -------------------------

     Costs,  expenses,  credits and other  charges in respect of  materials  and
     supplies,  equipment,  machines,  tools  and any  other  goods of a similar
     nature acquired,  used, consumed or disposed for the purposes of, or in the
     course  of the  conduct  of,  the Joint  Operations  shall be for the Joint
     Account as set forth in this Section 3.

3.1  MATERIALS  ACQUISITION
     ----------------------

     Materials  purchased by the Operator shall be at Net Cost. "Net Cost" shall
     include, but shall not be limited to, the invoice price less trade and cash
     discounts  actually  received,  purchase and procurement fees,  freight and
     forwarding charges, between point of supply and point of shipment,  freight
     to port of destination,  insurance,  customs duties,  consular fees, excise
     and  other  applicable  taxes,  other  times  chargeable  against  imported
     materials and, where applicable,  handling and transportation expenses from
     point of importation to warehouse or operating site.

     3.1.1     Except as otherwise  provided in paragraph 3.1.4 and 3.1.5 below,
               materials for use in the Joint  Operations  shall be purchased by
               the Operator in arm's length transactions in the open market.

     3.1.2     The Operator  shall be under no  obligation to purchase new, used
               or surplus materials from the Non-Operators unless such materials
               are of the specification required and have a competitive price.

     3.1.3     Where an Affiliate of the Operator has arranged for the purchase,
               coordinated the forwarding and expediting  effort, a fee equal to
               four percent (4%) of the FOB value of the materials will be added
               to the cost of the materials purchased.

     3.1.4     Whenever  any  material is not readily  obtained at  published or
               listed prices because of national  emergencies,  strikes or other
               usual causes over which the Operator has no control, the Operator
               may charge Joint Account for the required  material at the actual
               cost incurred by the Operator in providing such material,  and in
               moving it to the Contract Area.

     3.1.5     The Operator may purchase or otherwise  acquire materials from an
               affiliate on the same terms as set forth in this paragraph 3.1.

<PAGE>
3.2  MATERIALS  DISPOSAL
     -------------------

     The  operator  shall  have the right to dispose  of  surplus  materials  as
     provided in Article 2.10 of this Agreement.

     3.2.1     Disposals  of  surplus  material  requiring  Operating  Committee
               approval under Article 2.10 of this  Agreement  shall be effected
               in accordance with a disposal and tendering procedure established
               for such disposals by the Operator.

     3.2.2     Any disposal and tendering procedure  established by the Operator
               for the purposes of subparagraph 3.2.1 shall:

               (i)  provide for disposal in arms length transactions in the open
                    market; and

               (ii) include,  for the Parties,  a preferential right to purchase
                    same at a competitive price.

     3.2.3     Proceeds from each sale or other  disposal of material  hereunder
               shall be credited to the Joint Account.

3.3  INVENTORIES
     -----------

     At reasonable intervals,  inventories shall be taken by the Operator of all
     Joint Property.  The Operator shall give thirty (30) days written notice of
     its intent to take inventory to permit the  Non-Operators to be represented
     at the  taking  of  such  inventory.  Failure  on the  Non-Operators  to be
     represented  after due notice  shall bind the  Non-Operators  to accept the
     inventory taken by the Operator as correct.

     3.3.1     Reconciliation of the physical  inventory with the account of the
               Joint  Operations  shall  be made by the  Operator  and a list of
               overages  and   shortages   with   relevant   explanation   where
               appropriate   shall  be  furnished  to  the   Non-Operators,   if
               requested. Appropriate inventory and accounting adjustments shall
               thereupon be made to the accounts of the Joint Operations.

     3.3.2     Wherever  there is a sale or  change  of  interest  in the  Joint
               Property,  a special  inventory  of such  Joint  Property  may be
               carried  out by the  Operator,  provided  the  purchaser  of such
               interest  agrees  to bear all of the  expenses  thereof.  In such
               cases,  both the seller and the purchaser shall be entitled to be
               represented  at such  inventory  and shall be bound by  inventory
               whether or not such representation is provided.

<PAGE>
                                  SCHEDULE "B"
                                  ------------

                    UNIFORM PROJECT IMPLEMENTATION PROCEDURE
                    ----------------------------------------

This Schedule "B" is attached to and forms part of the Joint Operating Agreement
made  between  AMNI  INTERNATIONAL  PETROLEUM  DEVELOPMENT  COMPANY  LIMITED AND
LIBERTY  TECHNICAL  SERVICES  LTD. the 30th day of June, 1998 ("the Agreement").

I    DEFINITIONS
     -----------

     Words and phrases defined in Article 1 of the Agreement,  when used herein,
     shall have the same meanings assigned to them therein.

II   APPLICATION
     -----------

II.1 This Schedule sets out the procedure for initiating projects, tendering for
     and  implementing  contracts and procuring  materials and equipment for the
     Joint Operations subject to sections 2.2 and 2.4 of this Schedule "B."

II.2 The procedure  shall be  applicable  to all  contracts and purchase  orders
     whose values exceed the respective  limits set forth in Article 4.4 of this
     Agreement and which, pursuant thereto, require the prior concurrence of the
     Operating Committee.

III  PROCEDURE  FOR  INITIATING  PROJECTS
     ------------------------------------

3.1  The  Operator  realizing  the need for a project or  contract to which this
     procedure applies pursuant to section 2 hereinabove,  shall introduce it as
     part of the  proposed  work  programmes  and  budget  to be  developed  and
     submitted  by  the  Operator,   under  this  Agreement,  to  the  Operating
     Committee.

3.1.1 The  Operator shall  provide  adequate  information  with  respect  to the
      project including, without limitation, the following:

     (i)  A clear definition of the necessity and objective of the project;

     (ii) Scope of the project; and

     (iii) Cost Estimate thereof.

<PAGE>
3.1.2     The Chairman of the Operating  Committee shall forward or transmit the
          project  proposal  along with all related  documentation  prepared and
          provided by the Operator  pursuant to  Subsection  3.1.1 hereof to the
          Sub-Committee  established  pursuant to Article 8.7 of the  Agreement.
          The Sub-Committee shall consider the proposal at its next meeting and,
          if  acceptable,  shall  recommend it to the  Operating  Committee  for
          approval.

3.1.3     The Operating  Committee may,  prior to confirming its approval,  make
          recommendations  to the Operator  regarding the  selection,  scope and
          timing  of the  project.  Such  recommendations  shall  constitute  an
          instruction to the Operator who shall,  where  applicable,  modify its
          previous  submittal as may be required by the said  instruction of the
          Operating Committee.

3.1.4     The project as approved pursuant to sub-sections 3.1.2 and 3.1.3 shall
          form part of the Work  Programme  and Budget of the Joint  Operations.
          Such approval shall also  constitute  authorizations  by the Operating
          Committee to the Operator to initiate contacts and purchases  relevant
          to the project proposal.

3.1.5     Projects design and  supervision/management  shall first be drawn from
          available  Operator's  in-house  expertise  or that of the  Operator's
          Affiliated  Companies  as approved by the  Operating  Committee  under
          approved budget.

3.1.6     After  approval  of  the  project/budget,  the  Operator  shall:

          (a)  promptly  provide  the  Operating  Committee  with  copies of all
               approved AFE's;

          (b)  prepare a detailed  project  implementation  schedule  including,
               without     limitation,      detailed     engineering     design,
               material/equipment   procurement,   inspection,   transportation,
               fabrication/construction,      installation,      testing     and
               commissioning; and

          (c)  shall present same to the Operating Committee including,  without
               limitation, the following:

               (i)  project definition;

               (ii) project specification;

               (iii)flow diagrams;

               (iv) projects schedule;

               (v)  major equipment specifications; and

               (vi) cost estimate of the project.

<PAGE>
          (d)  prepare an activity  status  report as directed by the  Operating
               Committee.

IV     CONTRACT  TENDER  PROCEDURE
       ---------------------------

4.1  The following tender procedure shall apply to work not directly  undertaken
     by the Operator  itself or by the  Operator's  Parent  Company which have a
     cost of $50,000 or less.

      4.1.1    The Operator shall maintain a list of approved  companies for the
               purposes of contracts for the Joint  Operations,  (the  "Approved
               Contractors'  List").  The Non-Operators  shall have the right to
               propose  companies to be included in the list.  Operator shall be
               responsible  for  prequalifying  any Contractor to be included in
               the Approved Contractors' List.

      4.1.2    Contractors  included in the Approved  Contractors' List shall be
               both local and/or overseas companies or entities. They shall also
               be registered  with the Department of Petroleum  Resources of the
               Ministry of Petroleum Resources.

      4.1.3    When a contract is to be bid, the Operator  shall  present a list
               of proposed  bidders to the Operating  Committee for  concurrence
               not less that  fifteen  (15)  working  days  before  issuance  of
               invitations to bid to prospective contractors.  Non-Operators may
               propose  additional  names to be included in the list of proposed
               bidders   or  the   deletion   of  any  one   thereof.   Contract
               specifications  shall be in English and a recognized  format used
               in the international petroleum industry.

      4.1.4    If the Operating  Committee has not responded within fifteen (15)
               working days following the  presentation  of the list of proposed
               bidders as aforesaid, the Operator's list shall be deemed to have
               been approved.

4.2  The Operator shall  establish a Bid Committee who shall be responsible  for
     prequalifying   bidders,   sending  out  bid  invitations,   receiving  and
     evaluating bids and determining  successful bidders to whom contracts shall
     be awarded.

4.3  Analyses  and  recommendations  of  bids  received  and  opened  by the Bid
     Committee  shall  be  sent  by  Operator  to the  Operating  Committee  for
     concurrence before a contract is executed with the selected contractor. The
     Operating  Committee  shall  respond  within  fifteen  (15)  working  days.
     Approval shall be deemed to have been given if the Operating  Committee has
     not responded within said period.

4.4  Prospective vendors/Contractors for work estimated in excess of $250,000.00
     shall  submit the  commercial  summary of their  Bids to the  Operator  not
     earlier  than 15 minutes  before the  closure  of Bid as  specified  in the
     letter of invitation to Bid, if requested by the Operator.

<PAGE>
4.5  In all cases in which an entity affiliated or otherwise related to Operator
     is invited to bid, the Operator shall make full disclosure to the Operating
     Committee of its relationship, if any, with the company or companies.

4.6  The foregoing  procedures may be waived in emergency  cases.  In such cases
     the Operator may negotiate  directly with  contractors.  In respect of work
     requiring specialized skill, upon the approval of Liberty, the Operator may
     negotiate  directly with the  Contractors and promptly inform the Operating
     Committee of the outcome of such negotiation.

V    GENERAL  CONDITIONS  OF  CONTRACTS
     ----------------------------------

     Except  as  otherwise  approved  by  the  Parties,  the  following  general
     guidelines and conditions of contract shall apply.

5.1  PAYMENT  OF  TERMS
     ------------------

     5.1.1     A minimum of 10% of  contract  price shall be held as a retention
               payment until after the end of a guarantee period agreed with the
               contractor which shall vary between six months and twelve months,
               depending  on the  project,  with the  exception  of drilling and
               seismic data acquisition, well surveys and other such services. A
               contractor  may be given the  option to provide  other  guarantee
               equivalent  to the 10%  retention  such as  Letter  of  credit or
               Performance Bond.

     5.1.2     Provision shall be made for appropriate withholding tax as may be
               applicable.

5.2  LANGUAGE  OF  CONTRACT
     ----------------------

     The language of the contract shall be English.

5.3  LAWS,  REGULATIONS,  AND  PERMITS
     ---------------------------------

     5.3.1     The governing law of all agreements shall be the laws of England.

     5.3.2     The Regulations shall apply to contractors  performing in Nigeria
               and, as far as practicable,  they shall use indigenous  human and
               material resources.

     5.3.3     All contracts  shall include a provision  whereby the  Contractor
               shall hold the Operator  harmless and indemnify the Operator from
               and against all liabilities, losses, damages and claims resulting
               from claims and suits by third parties.

<PAGE>
5.4  TERMINATION
     -----------

     Each contract shall also provide for early  termination upon notice and the
     Operator  shall  use all  reasonable  endeavours  to  obtain a  termination
     provision with minimal penalty.

5.5  LOCATION  SUBSIDIARY
     --------------------

     Contracts  shall  provide,  in the case of a foreign  contractor,  that the
     local  part  of  the  work,  where  practicable,   shall  be  performed  by
     contractors' local subsidiary.

6    MATERIALS  &  EQUIPMENT  PROCUREMENT  PROCEDURE
     -----------------------------------------------

6.1  The Operator may, through own in-house or Parent Company procure  materials
     and equipment subject to conditions set forth hereinbelow.

6.2  The  provisions  of this  Section 6 shall not apply to lump sum or  turnkey
     contracts/projects.

6.3  In  ordering  the  equipment/materials,  the  Operator  shall  obtain  from
     vendors/manufacturers such rebates/discounts and such warranties/guarantees
     that such vendors/manufacturers normally offer, and all rebates, discounts,
     guarantees  and all  other  grants  and  responsibilities  shall be for the
     benefit of the Joint Operations.

6.4  The Operator shall:

     6.4.1     by means of established  policies and procedures  ensure that its
               procurement  efforts  provide the best total  value,  with proper
               consideration of quality,  service, price, delivery and operating
               costs to the benefit of the Joint Operations;

     6.4.2     maintain  appropriate  records,  which  shall be kept up to date,
               clearly documenting procurement activities;

     6.4.3     provide a quarterly listing of excess materials in its stock list
               to the Operating Committee; and

     6.4.4     check the listings  from other  operators  pursuant to subsection
               6.4.2 above, prior to initiating any foreign purchase order.

6.5  The  Operator  shall  initiate and maintain  policies and  practices  which
     create a  competitive  environment/climate  amongst  local and/or  overseas
     suppliers.  Competitive quotation processes shall be employed for all local
     procurements   where  the  estimated   value  exceeds  the   equivalent  of
     $150,000.00.

<PAGE>
     6.5.1     Fabrication,  whenever practicable shall be done locally provided
               standards  are not  jeopardized.  To this  effective,  the  Joint
               Operations  recognize  and shall  accommodate  local  offers at a
               reasonable premium.

     6.5.2     Subject to Article 4.1.1,  the Operator shall give  preference to
               Nigerian  Indigenous  Companies  in the  award  of  sub-contracts
               provided  the  companies  possess  the  requisite  skill  for the
               execution of such contracts.

               Contracts within the agreed financial limit of the Operator shall
               be awarded to only  competent  Nigerian  indigenous  contractors.
               Where there are no Nigerian Indigenous contractors possessing the
               required  skill/capability  for the execution of such  contracts,
               the Operator shall notify the Operating Committee accordingly.

6.6  Analyses and recommendations of competitive quotations received pursuant to
     section 6.5 shall be  presented  to the  Operating  Committee  for approval
     before a purchase order is issued to the selected vendor/manufacturer.

     6.6.1     Approval shall be deemed to have been given if a response has not
               been received  within  fifteen (15) working days of receiving the
               analyses and  recommendation  presented pursuant to above section
               6.6.

VII  PROJECT  MONITORING
     -------------------

7.1  The Operator  shall  furnish  monthly,  a project  report to the  Operating
     Committee.

     7.1.1     For major contracts exceeding $1,000,000.00,  or equivalent,  the
               Operator  shall,  in addition,  furnish to Operating  Committee a
               detailed quarterly report which shall include:

               (i)  Approved budget total for each project;

               (ii) Expenditure on each project;

               (iii) Variances and explanation;

               (iv) Number and value of construction change orders;

               (v)  Bar chart of  schedule  showing  work in  progress  and work
                    already   completed   and  schedule  of   mile-stones,   and
                    significant events; and

               (vi) Summary of progress during the reporting period,  summary of
                    existing problems, if any, and proposed remedial action; and
                    anticipated problems; and percentage of completion.

<PAGE>
    7.1.2      In case of an  increase  in  excess  of 10% on the  project,  the
               Operator  shall  promptly  notify and  obtain the  consent of the
               Operating Committee.

    7.1.3      Not later that three (3) months following the physical completion
               of any major  projects over  $1,000,000.00,  or  equivalent,  the
               Operator  shall prepare and deliver to the Operating  Committee a
               project completion report which shall include the following:

               (a)  Cost  performance of the project in accordance with the work
                    breakdown at the commencement of the project;

               (b)  Significant variations in any item or subitems; and

               (c)  Summary of problems and unexpected events encountered during
                    the project.

<PAGE>
                                  SCHEDULE "C"
                                  ------------

            UNIFORM NOMINATION, SHIP SCHEDULING AND LIFTING PROCEDURE
            ---------------------------------------------------------


[The  terms  of  this Schedule shall be negotiated by the Parties promptly after
the  discover  of  a  Commercial  Quantities  of  Petroleum,  with  all  Parties
negotiating  in  good  faith]

<PAGE>
                                  SCHEDULE "D"
                                  ------------

                              MAP OF THE IMA FIELD
                              --------------------


                             [MAP OF THE IMA FIELD]



IMA  FIELD,  OML  112  (FORMERLY  OPL  469)  )  AND  OPL  237
-------------------------------------------------------------

DEEP  ZONES:

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 producing reservoir 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 A, or
a  depth  of  12,150  feet (true vertical depth), whichever is the lesser depth,
lying  within the geological co-ordinates along the northern boundary of OML 112
and  OPL  237,  to the south boundary of OML 112, to the western boundary of OML
112  and to the eastern boundary of 550,000m E, as annexed hereto as Schedule B.

<PAGE>
                                  SCHEDULE "E"
                                  ------------

                               AFE  FOR  IMA  # 11
                               -------------------

<PAGE>