EXHIBIT  10.28

                           ABACAN RESOURCE CORPORATION

                                STOCK OPTION PLAN
                                -----------------


1.          PURPOSE
            -------

     The  purpose  of  the  Stock  Option  Plan  (the "Plan") of Abacan Resource
Corporation,  a  body corporate incorporated under the Business Corporations Act
(Alberta) (the "Corporation"), is to advance the interests of the Corporation or
any  of  its  subsidiaries or affiliates by encouraging the directors, officers,
employees  and  consultants  of  the  Corporation  or any of its subsidiaries or
affiliates  to  acquire  shares  in  the  Corporation,  thereby increasing their
proprietary  interest  in the Corporation, encouraging them to remain associated
with  the  Corporation  or  any of its subsidiaries or affiliates and furnishing
them  with additional incentive in their efforts on behalf of the Corporation or
any  of  its  subsidiaries  or  affiliates  in  the  conduct  of  their affairs.


2.          ADMINISTRATION  AND  GRANTING  OF  OPTIONS
            ------------------------------------------

     The  Plan  shall  be  administered  by  the  Board  of  Directors  of  the
Corporation, or if appointed, by a special committee of directors appointed from
time to time by the Board of Directors of the Corporation (such committee, or if
no  such  committee  is  appointed, the Board of Directors of the Corporation is
hereinafter referred to as the "Committee") pursuant to rules of procedure fixed
by  the  Board  of  Directors.

     The  Committee  may  from  time  to  time  designate  directors,  officers,
employees  and  consultants  of  the  Corporation  or any of its subsidiaries or
affiliates (the "Participants") to whom options to purchase common shares of the
Corporation  may  be  granted  and the number of common shares to be optioned to
each,  provided  that the total number of common shares to be optioned shall not
exceed  the  number  provided  in  clauses  3  and  4  hereof.


3.          SHARES  SUBJECT  TO  PLAN
            -------------------------

     Subject  to  adjustment  as provided in Section 15 hereof, the shares to be
offered  under  the Plan shall consist of shares of the Corporation's authorized
but  unissued  common  shares.   If any Option granted hereunder shall expire or
terminate  for any reason without having been exercised in full, the unpurchased
shares  subject  thereto  shall again be available for the purpose of this Plan.
The  aggregate number of shares to be delivered upon the exercise of all options
granted  under  the  Plan (the "Options") shall not exceed the maximum number of
shares  permitted  under  the  rules  of  any stock exchange on which the common
shares  are  then  listed  or  other  regulatory  body  having  jurisdiction.

     (a) Maximum Number Subject to adjustment as provided in Section 15 hereof,
         --------------
the  aggregate  number of common shares which may be reserved for issuance under
the  Plan  shall  not  exceed  18,750,000  common  shares.

     (b) Restrictions Notwithstanding anything else herein contained:
         ------------

          i)   the number of common  shares  which may be reserved  for issuance
               under the Plan and under any other employee stock option plans of
               the  Corporation  to insiders (as defined in the  Securities  Act
               (Ontario)) of the Corporation, and of any affiliate or subsidiary
               of the Corporation, shall not exceed 10% of the outstanding issue
               (as hereinafter defined);

<PAGE>
          ii)  the number of common shares which may be issued within a one year
               period  pursuant to the Plan and under any other  employee  stock
               option  plans or other  share  compensation  arrangements  of the
               Corporation shall not exceed 10% of the outstanding issue;

          iii) the number of common  shares which may be issued  pursuant to the
               Plan and under  any  other  employee  stock  option  plans of the
               Corporation  to any one  individual  shall  not  exceed 5% of the
               outstanding issue; and

          iv)  the number of common shares which may be issued within a one year
               period  pursuant to the Plan and under any other  employee  stock
               option  plans or other  share  compensation  arrangements  of the
               Corporation  to any one  insider  of the  Corporation,  or of any
               affiliate or subsidiary of the  Corporation,  and such  insider's
               associates shall not exceed 5% of the outstanding issue.

     For the purposes of this subsection "outstanding issue" means the number of
common  shares  outstanding  on  a  non-diluted  basis,  subject  to  applicable
adjustments  as  provided  for  in  the  by-laws and rules of any stock exchange
having  jurisdiction.   For  the purposes of this subsection "outstanding issue"
is  determined  on the basis of the number of common shares that are outstanding
immediately  prior  to  the  share issuance in question, excluding common shares
issued  pursuant  to share compensation arrangements over the preceding one year
period.   For  the  purposes of this subsection, an entitlement granted prior to
the  grantee  becoming  an  insider may be excluded in determining the number of
shares  issuable  to  insiders.


4.          NUMBER  OF  OPTIONED  SHARES
            ----------------------------

     The  number  of  shares  subject  to  an  Option  to a Participant shall be
determined by the Committee, but no Participant shall be granted an Option which
exceeds  the  maximum  number of shares permitted by any stock exchange on which
the  common shares are then listed or other regulatory body having jurisdiction.


5.          VESTING
            -------

     The  Committee may, in its sole discretion, determine the time during which
Options  shall  vest  and  the method of vesting, or that no vesting restriction
shall  exist.  Notwithstanding  the  terms  of  any  agreement  granting Options
pursuant  to  the  Plan,  all Options shall be deemed to have vested immediately
prior  to  a  change  of  control  of  the  Corporation.

     For  the  purposes  of this section, "change of control" means any purchase
and  sale of a sufficient number of voting securities so as to materially affect
the  control  of  the  Corporation.


6.          MAINTENANCE  OF  SUFFICIENT  CAPITAL
            ------------------------------------

     The  Corporation shall at all times during the term of the Plan reserve and
keep  available  such  numbers  of  shares  as will be sufficient to satisfy the
requirements  of  the  Plan.


<PAGE>
7.          PARTICIPATION
            -------------

     The  Committee  shall determine to whom Options shall be granted, the terms
and  provisions  of the respective Option agreements, the time or times at which
such  Options  shall  be granted, and the number of shares to be subject to each
Option.  An  individual  who  has been granted an Option may, if he is otherwise
eligible,  and if permitted by any stock exchange on which the common shares are
then  listed  or  other  regulatory  body  having  jurisdiction,  be  granted an
additional  Option  or  Options  if  the  Committee  shall  so  determine.


8.          EXERCISE  PRICE
            ---------------

     The exercise price of the shares covered by each Option shall be determined
by the Committee.  The exercise price shall be not less than the price permitted
by  any  stock  exchange  on  which  the  common shares are then listed or other
regulatory  body  having  jurisdiction.

     The  option  price per common share shall be determined by the Board at the
time  any  option  is granted but in no event shall such price be lower than the
Market  Price  (as  hereinafter  defined)  at  the  time  of  the  grant.

"Market  Price"  means:

     (a) at any time  during  which the common  shares are listed and posted for
trading on The Toronto Stock  Exchange  (the "TSE"),  the closing sale price for
board lots of common shares on the TSE on the business day immediately  prior to
the date of grant or if there is no sale of board lots of common  shares on such
day, then the five-day  weighted  average  trading price of the common shares on
the TSE;

     (b) at any time  during  which the common  shares are not listed and posted
for trading on the TSE, but are quoted on any other stock exchange,  the closing
sale price for board lots of common  shares on such exchange on the business day
immediately  prior to the date of grant of the Option, or if there is no sale of
board lots of common  shares on such day,  then the average of the bid and asked
prices on such  exchange for the business day  immediately  prior to the date of
grant of the Option, or if there are no bid and asked prices on such exchange on
such day,  then the  five-day  weighted  average of the closing  sale prices for
board lots of common  shares on such  exchange  based on the five  business days
immediately prior to the date of grant of the Option; and

     (c) at any other  time,  the fair  market  value of the common  shares,  as
determined by the Board, with due regard being had to any over-the-counter  sale
prices, asked and bid prices, volume quotations, value of assets and liabilities
of the Corporation,  and income and prospects of the  Corporation,  as the Board
shall in its sole discretion determine to be relevant.

9.          DURATION  OF  OPTION
            --------------------

     Each  Option  and all rights thereunder shall be expressed to expire on the
date  set  out  in  the  Option  agreements  and  shall  be  subject  to earlier
termination  as  provided  in  paragraphs  11  and  12.


<PAGE>
10.          OPTION  PERIOD,  CONSIDERATION  AND  PAYMENT
             --------------------------------------------

     (a) The Option period shall be a period of time fixed by the Committee, not
to exceed the maximum period permitted by any stock exchange on which the common
shares are then listed or other  regulatory body having  jurisdiction,  provided
that the Option  period  shall be reduced with respect to any Option as provided
in Sections 11 and 12 covering  cessation  as a director,  officer,  employee or
consultant of the Corporation or any of its  subsidiaries or affiliates or death
of the Participant.

     (b)  Except as set forth in  Sections  10(c),  11 and 12, no Option  may be
exercised  unless the  Participant  is at the time of such  exercise a director,
officer, employee or consultant of the Corporation or any of its subsidiaries or
affiliates.

     (c) Notwithstanding any other provision to the contrary,  an Option granted
to a consultant in connection with specific  services provided or to be provided
by that consultant  shall be exercised only after the date of completion of such
service and prior to 30 days following the date of completion of such service.

     (d) The  exercise  of any Option  will be  contingent  upon  receipt by the
Corporation at its head office of a written  notice of exercise,  specifying the
number  of  shares  with  respect  to  which  the  Option  is  being  exercised,
accompanied  by cash  payment,  certified  cheque  or bank  draft  for the  full
purchase price of such shares with respect to which the Option is exercised.  No
Participant or his legal  representatives,  legatees or distributees will be, or
will be deemed to be, a holder of any  shares  subject  to an Option  under this
Plan,  unless  and until the  certificates  for such  shares  are issued to such
persons under the terms of the Plan.


11.          CEASING  TO  BE  A  DIRECTOR,  OFFICER,  EMPLOYEE  OR  CONSULTANT
             -----------------------------------------------------------------

     If  a  Participant  shall  cease  to  be  a  director, officer, employee or
consultant  of  the Corporation or any of its subsidiaries or affiliates for any
reason  (other  than  death),  the  Participant may but only within 90 days next
succeeding  the  Participant's  ceasing  to  be a director, officer, employee or
consultant, exercise the Participant's Option to the extent that the Participant
was  entitled  to  exercise  it  at  the  date  of  such  cessation.

     Nothing  contained  in  the  Plan nor in any Option granted pursuant to the
Plan  shall confer upon any Participant any right with respect to continuance as
a  director,  officer,  employee  or consultant of the Corporation or any of its
subsidiaries  or  affiliates.


12.          DEATH  OF  PARTICIPANT
             ----------------------

     In  the  event of the death of a Participant, the Option previously granted
to  him  shall be exercisable only within the twelve months next succeeding such
death  and  then  only:

     (a) by the  person or persons to whom the  Participant's  rights  under the
Option  shall  pass  by the  Participant's  will  or the  laws  of  descent  and
distribution; and

     (b) if and to the extent that the  Participant was entitled to exercise the
Option at the date of the Participant's death.


13.          RIGHTS  OF  OPTIONEE
             --------------------

     No  person  entitled  to exercise an Option shall have any of the rights or
privileges of a shareholder of the Corporation in respect of any shares issuable
upon  exercise  of such Option until certificates representing such shares shall
have  been  issued  and  delivered.

<PAGE>

14.          PROCEEDS  FROM  SALE  OF  SHARES
             --------------------------------

     The  proceeds from sale of shares issued upon the exercise of Options shall
be  added  to  the general funds of the Corporation and shall thereafter be used
from time to time for such corporate purposes as the Committee may determine and
direct.


15.          ADJUSTMENTS
             -----------

     Appropriate  adjustments in the number of common shares optioned and in the
option price per share, as regards Options granted or to be granted, may be made
by  the  Committee in its discretion to give effect to adjustments in the number
of  common shares of the Corporation resulting subsequent to the approval of the
Plan  by  the Committee from subdivisions, consolidations or reclassification of
the  common  shares  of  the  Corporation, the payment of stock dividends by the
Corporation  or  other  relevant  changes  in  the  capital  of the Corporation.


16.          TRANSFERABILITY
             ---------------

     All  benefits, rights and Options accruing to any Participant in accordance
with  the  terms  and  conditions  of  the  Plan  shall  not be transferrable or
assignable  unless  specifically  provided  herein.  During  the  lifetime  of a
Participant  any  benefits,  rights  and  Options  may  only be exercised by the
Participant.


17.          AMENDMENT  AND  TERMINATION  OF  PLAN
             -------------------------------------

     The  Committee  may, at any time, suspend or terminate the Plan.  The board
may  also  at  any  time  amend  or  revise  the  terms  of the Plan, subject to
regulatory approval, PROVIDED that no such amendment or revision shall alter the
terms  of  any  Options  theretofore  granted  under  the  Plan.


18.          NECESSARY  APPROVALS
             --------------------

     The  ability  of  the  Options  to  be  exercised and the obligation of the
Corporation  to  issue and deliver shares in accordance with the Plan is subject
to any approvals which may be required from the shareholders of the Corporation,
any  regulatory  authority  or  stock  exchange  having  jurisdiction  over  the
securities  of  the  Corporation.  If  any  shares  cannot  be  issued  to  any
Participant for whatever reason, the obligation of the Corporation to issue such
shares  shall  terminate  and  any Option exercise price paid to the Corporation
will  be  returned  to  the  Participant.


19.          PRIOR  PLANS
             ------------

     The  Plan shall entirely replace and supersede prior share option plans, if
any,  enacted  by  the  Board of Directors of the Corporation or its predecessor
corporations  and all stock options reserved for issuance or granted pursuant to
any such prior share option plans shall be deemed to be reserved for issuance or
granted  pursuant  to  the  provisions  of  the  Plan.


20.          EFFECTIVE  DATE  OF  PLAN
             -------------------------

     The  Plan  has been adopted by the Committee subject to the approval of any
stock  exchange on which the shares of the Corporation are to be listed or other
regulatory  body  having jurisdiction and, if so approved, the Plan shall become
effective  upon  such  approvals  being  obtained.

<PAGE>
     IN  WITNESS  WHEREOF  the  Corporation  has caused its corporate seal to be
affixed hereto in the presence of its officers duly authorized in that behalf as
of  the  20th  day  of  June,  1997.

                                         ABACAN RESOURCE CORPORATION



                                         Per:/s/ Wade Cherwayko
                                             -----------------------------------
                                                 Wade G. Cherwayko, President


                                         Per:/s/ Derrick Armstrong
                                             -----------------------------------
                                                 Derrick R. Armstrong, Secretary



<PAGE>

                             STOCK OPTION AGREEMENT
                             ----------------------


     THIS  AGREEMENT  made  effective  as  of  the  2nd  day  of  June,  1998.

BETWEEN:


_____________________,  an individual residing in __________ (herein referred to
as  the  "Optionee")

     -  and  -


ABACAN  RESOURCE  CORPORATION,  a  body  corporate, having an office in Calgary,
Alberta  (herein  referred  to  as  the  "Corporation")


     WHEREAS:

1.          the  Corporation  is  incorporated under the laws of the Province of
Alberta,  having  an  authorized  capital  consisting  of an unlimited number of
common  shares without nominal or par value and an unlimited number of preferred
shares  without  nominal  or  par  value;

2.          the  Optionee is an employee, consultant, officer or director of the
Corporation  or  a  wholly  owned  subsidiary  of  the  Corporation;

3.          the  Board  of Directors of the Corporation has agreed to grant unto
the  Optionee  an  option  to  purchase  an  aggregate  of  ______________
(__________________)  common  shares of its authorized unissued share capital in
consideration  of  the  ongoing services and contributions to the Corporation or
subsidiaries  of the Corporation by the Optionee or an associate or affiliate of
the  Optionee;  and

4.          the  granting  of  such option to the Optionee was authorized by the
Board  of  Directors  effective  May  22,  1998;

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  that  in  consideration  of the
premises  and  mutual  covenants  hereinafter  set forth, and for other good and
valuable  consideration, the receipt and sufficiency of which the parties hereto
have  agreed  as  set  forth  herein.


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

1.01          In  this  Agreement  the  following terms shall have the following
meanings:

     (a) "Agreement", "herein", "hereto", "hereof" and similar expressions means
this  Agreement,  and  includes any  Agreement  amending  this  Agreement or any
Agreement or instrument which is supplemental or ancillary hereof;

     (b) "Board" means the board of directors of the Corporation;

<PAGE>
     (c) "Expiration Date" means _____________________;

     (d) "Option  Shares"  means the Shares the Optionee is entitled to purchase
under a Share Option;

     (e) "Share" means a common share of the  Corporation  as constituted at the
date hereof;

     (f)  "Share   Option"   means  an  option  to   purchase   ________________
(______________)  Treasury  Shares from and after the  applicable  Vesting Date,
which are granted to the Optionee  pursuant to this Agreement,  and includes any
portion of that Option;

     (g) "Treasury Share" means a theretofore  unissued Share which is purchased
directly from the Corporation by or for the account of the Optionee; and

     (h) "Vesting Date" means the date after which the  respective  Share Option
granted  pursuant to this Agreement may be exercised,  as more  particularly set
forth in paragraph  2.01 hereof.  No Share Option may be exercised  prior to the
applicable Vesting Date thereof. Notwithstanding anything else contained herein,
if a "take-over  bid",  an "exempt  take-over  bid",  "issuer bid" or an "exempt
issuer bid" is made in respect of the Shares of the  Corporation or any class of
securities  convertible or exchangeable into Shares of the Corporation,  each of
the  respective  Vesting Dates shall be deemed to be amended to be the date upon
which the  "offer  to  acquire"  is made.  The terms  "take-over  bid",  "exempt
take-over  bid",  "issuer bid",  "exempt issuer bid" and "offer to acquire" used
herein have the meanings ascribed to them in the Securities Act (Alberta).

1.02          In this Agreement, the masculine gender shall include the feminine
gender  and  the  singular  shall include the plural and vice versa wherever the
context  requires.


                                   ARTICLE II
                                  SHARE OPTION
                                  ------------

2.01          The  Corporation  hereby  grants  to  the Optionee, subject to the
terms  and  conditions  hereinafter  set  out, an irrevocable and non-assignable
option to purchase at any time or from time to time after the respective Vesting
Date  and  on  or before the Expiration Date,______________ (___________) common
shares  of  the  Corporation,  in  instalments  as  set  forth  below:

     (a) from and  after the  Vesting  Date of  ____________________,  up to and
including  the  Expiration  Date,  the  Optionee  shall be  entitled to purchase
_____________  (_____________) Option Shares at a price of Cdn.  $______________
per common share; and

     (b) from and after the Vesting  Date of  ______________________,  up to and
including  the  Expiration  Date,  the  Optionee  shall be  entitled to purchase
_______________   (__________________)   Option   Shares  at  a  price  of  Cdn.
$_____________ per common share.

2.02          At  4:30  p.m.,  Calgary  time,  on the Expiration Date, the Share
Option shall forthwith expire and terminate and be of no further force or effect
whatsoever  as to such of the Option Shares in respect of which the Share Option
hereby  granted  have  not  then  been  exercised.

<PAGE>

                                   ARTICLE III
                       CURRENCY DURING TERM OF EMPLOYMENT
                       ----------------------------------

3.0  (a)  If  prior  to  the  Expiration  Date,  the  Optionee's  position  as a
consultant to or a director,  an officer or an employee of the  Corporation or a
subsidiary  of the  Corporation,  as the case may be, is terminated by reason of
the death of the Optionee,  the Share Option may be exercised  during the period
expiring the earlier of the Expiration Date or one year after such date of death
provided  that the  respective  Vesting Date has  occurred.  In the event of the
Optionee's  death,  the  rights of the  Optionee  under the Share  Option may be
exercised by the person or persons to whom the Optionee's rights under the Share
Option  shall  pass by will or  applicable  law or, if no such  person  has such
right,  by the  Optionee's  executors  or  administrators,  subject  to the time
limitations as aforesaid.

     (b)  If  prior  to  the  Expiration  Date,  the  Optionee's  position  as a
consultant to or a director,  an officer or an employee of the  Corporation or a
subsidiary of the Corporation,  as the case may be, is terminated for any reason
other than the death of the Optionee,  any Share Options that have vested to the
Optionee  may be  exercised  during  the  period  expiring  the  earlier  of the
Expiration Date or thirty (30) days following the date of such termination.


                                   ARTICLE IV
                                 MATERIAL CHANGE
                                 ---------------

4.01          In  the  event  that,  prior to the Expiration Date or exercise in
full of the Share Option, the outstanding share capital of the Corporation shall
be  subdivided or consolidated into a greater or lesser number of Shares, or, in
the  event  of  the  payment  of a stock dividend by the Corpora-tion, or in the
event  that  all of the shareholders of the Corporation are granted the right to
purchase  additional  Shares  of the Corporation, the number and price of Option
Shares  remaining  subject  to  the Share Option hereunder shall be increased or
reduced  accordingly,  as  the  case  may  be.

4.02          If,  prior to the Expiration Date or exercise in full of the Share
Option  granted hereby, the Corporation shall, at any time arrange with or merge
into  another  corporation,  the  Optionee  will  thereafter  receive,  upon the
exercise  of the Share Option, the securities or properties to which a holder of
the  number  of  Shares  then  deliverable upon the exercise of the Share Option
would  have  been  entitled upon such arrangement or merger, and the Corporation
will  take  steps  in  connection  with  such  arrangement  or  merger as may be
necessary  to  assure that the provisions hereof shall thereafter be applicable,
in  relation  to  any  securities  or  property  thereafter deliverable upon the
exercise  of  the  Option granted hereby.  A sale of all or substantially all of
the  assets  of the Corporation for consideration, (apart from the assumption of
obligations),  consisting  primarily  of  securities  shall  be  deemed to be an
arrangement  or  merger  for  the  foregoing  purposes.

                                    ARTICLE V
                                CHANGE OF CONTROL
                                -----------------

5.01          In  the  event  of:

     (a) a change of control  of the  Corporation  (as such term is  customarily
used in the Securities Act,  (Alberta)  through  ownership of its common shares,
including a  "take-over  bid",  an "exempt  take-over  bid",  "issuer bid" or an
"exempt issuer bid"; or

<PAGE>

     (b) a change in all or  substantially  all of the  members  of the Board of
directors of the Corporation; or

     (c) the Corporation  merging,  amalgamating or  re-organizing  with another
company that is not an affiliate of the Corporation; or

     (d) the sale of all or  substantially  all of the assets or undertakings of
the Corporation

(a  "Change of Control Event") all unvested Share Options shall immediately vest
to  the  Optionee  effective  as  of  the  date  of the Change of Control Event.


                                   ARTICLE VI
                         RESERVATION OF TREASURY SHARES
                         ------------------------------

6.01          The  Corporation  shall  at  all  times  during  the  term of this
Agreement,  reserve and keep available a sufficient number of Treasury Shares to
satisfy  the  requirements  hereof.


                                   ARTICLE VII
                            RESTRICTION ON ASSIGNMENT
                            -------------------------

7.01          The  Share  Option  granted hereby are, insofar as the Optionee is
concerned, personal and non-assignable and neither this Agreement nor any rights
in  regard  thereto shall be transferable or assignable except upon the death of
the  Optionee  pursuant  to  Clause  3.01  hereof.


                                  ARTICLE VIII
                          EXERCISE OF THE SHARE OPTION
                          ----------------------------

8.01          After  the  respective  Vesting  Date,  the  Share  Option  may be
exercised  by  the Optionee in accordance with the provisions hereof in whole or
in  part,  from time to time, by delivery of written notice of such exercise and
by  tendering  the  pay-ment  therefor  in  cash  or  by certified cheque to the
Corporation  at  its  principal office or registered office in Calgary, Alberta.
Such  notice  shall  state the number of the Option Shares with respect to which
the  Share  Option  or  Share Option are then being exercised.  The Share Option
shall  be deemed for all purposes to have been exercised to the extent stated in
such  notice  upon  delivery  of  the  notice  and  a tender of payment in full,
notwithstanding  any  delay in the issuance and delivery of the certificates for
the  Shares  so  purchased.

8.02          Notwithstanding anything else to the contrary, Option Shares shall
always  be  granted  and  exercised  in  accordance  with  applicable securities
legislation, including the Securities Act of 1933, as amended, and the rules and
regulations  thereunder.

<PAGE>
                                   ARTICLE IX
                  RIGHTS OF THE OPTIONEE PRIOR TO EXERCISE DATE
                  ---------------------------------------------

9.01          The  Share Option herein granted shall not entitle the Optionee to
any  rights  whatsoever  as a shareholder of the Corporation with respect to any
Shares  subject  to  the  Share  Option  until  they have each been exercised in
accordance with Clause 8.01 and Option Shares have been issued as fully paid and
non-assessable.


                                    ARTICLE X
                               FURTHER ASSURANCES
                               ------------------

10.01          The parties hereto covenant that they shall and will from time to
time  and  at  all  times  hereafter do and perform all such acts and things and
execute  all  such additional documents as may be required to give effect to the
terms  and  intention  of  this  Agreement.


                                   ARTICLE XI
                                 INTERPRETATION
                                 --------------

11.01          It  is understood and agreed by the parties hereto that questions
may  arise  as  to  the  interpretation,  construction  or  enforcement  of this
Agreement  and  the  parties are desirous of having the Board of the Corporation
determine  any such question of interpretation, construction or enforcement.  It
is  therefore  understood  and agreed by and between the parties hereto that any
question  arising  under  the  terms  of  this  Agreement  as to interpretation,
construction  or  enforcement  shall be referred to the Board of the Corporation
and  their  majority  decision shall be final and binding on both of the parties
hereto.


                                   ARTICLE XII
                                ENTIRE AGREEMENT
                                ----------------

12.01          This  Agreement  supersedes  all  other  agreements,  documents,
writings  and  verbal  understandings  among the parties relating to the subject
matter  hereof  and represents the entire agreement between the parties relating
to  the  subject  matter  hereof.


                                  ARTICLE XIII
                                    ENUREMENT
                                    ---------

13.01          Subject  to  the  other  provisions  hereof, this Agreement shall
enure  to  the  benefit  of  and  be  binding  upon the parties hereto and their
respective  heirs,  executors, administrators, successors and permitted assigns.

<PAGE>
13.02          This  Agreement shall continue to constitute a binding obligation
of  the  Corporation  notwithstanding  any  change  of  control  of  its  voting
securities  during  the  term  hereof.

     IN  WITNESS  WHEREOF  the parties hereto have executed this Agreement as of
the  day  and  year  first  above  written.


SIGNED  AND  DELIVERED               )
in  the  presence  of:               )
                                     )
                                     )
                                     )
                                     )
------------------------------              ------------------------------------
Witness


                                            ABACAN RESOURCE CORPORATION

                                            Per:
                                                --------------------------------

<PAGE>