EXHIBIT  10.9

ABACAN  RESOURCE  CORPORATION  and  DAHOMEY  RESOURCE  CORPORATION and   LIBERTY
TECHNICAL  SERVICES  LTD.  and ABACAN RESOURCES (BENIN) LIMITED and WEST AFRICAN
RESOURCE  CORPORATION  and  AGBARA  RESOURCES  LIMITED  and ABACAN POWER (BENIN)
LIMITED  and  ABACAN-ADDAX  BENIN CONSORTIUM S.A. and ABACAN RESOURCES (NIGERIA)
LTD.  and  ANGUS  INTERNATIONAL  RESOURCES  LTD.  and PROFILE INTERNATIONAL LTD.

                                       And

                           CREDIT SUISSE FIRST BOSTON
                                   (as Agent)

                           CREDIT SUISSE FIRST BOSTON
                              (as Security Trustee)

                                       and

                         THE LENDERS herein referred to

                               SECURITY TRUST DEED

                               Dated July 2, 1998


<PAGE>
SECURITY  TRUST  DEED  (the  AAGREEMENT@)  made  on  July  2,  1998

BETWEEN

ABACAN  RESOURCE  CORPORATION,  an Alberta, Canada corporation, whose registered
office  is  at  Suite  1600,  407  Second  Street S.W., Calgary, Alberta, Canada
(sometimes  referred  to  individually  herein  as  AARC@);  DAHOMEY  RESOURCE
CORPORATION,  a Bahamas limited company, whose registered office is at Chambers,
Suite  304,  Beaumont  House, Bay Street, P.O. Box CB-11986, Nassau, The Bahamas
(sometimes  referred  to  individually  herein  as ADAHOMEY@); LIBERTY TECHNICAL
SERVICES  LTD.,  a  Bahamas  limited  company,  whose registered office is at 38
Warehouse Road, Apapa, Lagos, Nigeria (sometimes referred to individually herein
as  ALiberty@);  ABACAN RESOURCES (BENIN) LIMITED, whose registered office is at
Chambers,  Suite  304,  Beaumont  House,  Bay Street, P.O. Box CB 11986, Nassau,
N.P., The Bahamas; WEST AFRICAN RESOURCE CORPORATION, a Bahamas limited company,
whose  registered  office is at Chambers, Suite 304, Beaumont House, Bay Street,
P.O.  Box  CB  11986,  Nassau,  N.P.,  The  Bahamas; AGBARA RESOURCES LIMITED, a
Bahamas  limited  company,  whose  registered  office is at Chambers, Suite 304,
Beaumont House, Bay Street, P.O. Box CB 11986, Nassau, N.P., The Bahamas; ABACAN
POWER  (BENIN) LIMITED, a Bahamas limited company, whose registered office is at
Chambers,  Suite  304,  Beaumont  House,  Bay Street, P.O. Box CB 11986, Nassau,
N.P.,  The Bahamas; ABACAN-ADDAX BENIN CONSORTIUM S.A., a Benin limited company,
whose  registered office is at Villas de la Francophonie, Fadoul 1 08 B.P. 0428,
Cotonou,  Benin;  ABACAN  RESOURCES  (NIGERIA) LTD., a Nigerian limited company,
whose  registered  office  is at 38 Warehouse Road, Apapa, Lagos, Nigeria; ANGUS
INTERNATIONAL RESOURCES LTD., a Bahamas limited company, whose registered office
is  at  Chambers,  Suite  304,  Beaumont  House,  Bay Street, P.O. Box CB-11986,
Nassau,  The Bahamas; and PROFILE INTERNATIONAL LTD., a Bahamas limited company,
whose  registered  office is at Chambers, Suite 304, Beaumont House, Bay Street,
P.O.  Box  CB-11986,  Nassau,  The  Bahamas.

                                (individually and collectively, the AOBLIGORS@);

CREDIT  SUISSE  FIRST  BOSTON  (as  AGENT);

CREDIT  SUISSE  FIRST  BOSTON  (as  SECURITY  TRUSTEE);

THE  LENDERS  listed  on  the  execution  pages  of  this  Deed.

WHEREAS:

(A)     The  Lenders  have  agreed  to  make  available  to the ARC, Liberty and
Dahomey  as  Borrowers  the Facility (each as defined in the Facility Agreement)
upon  the  terms  and  conditions  of the Facility Agreement (as defined below).

(B)     The  Security Trustee has agreed to act as Security Trustee of this Deed
and  to  hold  the  benefit of the Security Documents (as defined below) and the
security  thereby  created  on  trust  for the Beneficiaries (as defined below).


                                      -2-
<PAGE>
(C)     Pursuant  to  the  provisions  of the Facility Agreement, as a condition
precedent  to  the  Facility  becoming  available,  the Obligors are required to
execute  the  Security  Documents  (as  defined below) in favour of the Security
Trustee  to  be  held by it on trust for the Beneficiaries (as defined below) in
accordance  with  the  terms  and  conditions  of  this  Deed.

NOW  IT  IS  HEREBY  AGREED  as  follows:-

INTERPRETATION

1.1     DEFINITIONS: In this Deed (including the recitals) words and expressions
defined  in  the Facility Agreement shall bear the same respective meanings when
used  herein, unless otherwise defined herein or the context otherwise requires.
The  following  words  and  expressions have, except where the context otherwise
requires,  the  meanings  respectively  shown  opposite  them:
BENEFICIARIES  means  the  Agent,  the  Security  Trustee  and  the  Lenders;
THIS  DEED  means  this deed as amended or modified from time to time, including
any  other  deed  or  instrument  expressed  to  be  supplemental  hereto;
ENFORCEMENT NOTICE means a notice from the Agent to the Security Trustee stating
that  the  Agent  has issued a notice to the Borrowers' Agent pursuant to clause
13.2  of  the  Facility  Agreement;

FACILITY AGREEMENT means the $30,702,500 Credit Facility Agreement dated of even
date  herewith  between  Abacan Resource Corporation, Liberty Technical Services
Limited  and  Dahomey  Resource  Corporation  as  the  Borrowers, the Guarantors
therein referred to, Credit Suisse First Boston as Agent and as Security Trustee
and  the  Lenders  therein  referred  to as the same may be amended from time to
time;

PROCEEDS  means  all  moneys and other property held or received by the Security
Trustee  or any Receiver under any of the Security Documents and the proceeds of
realisation  of  the  Secured  Property;

RECEIVER  means  any  person  or persons appointed (and any additional person or
persons appointed or substituted) as receiver, administrative receiver, receiver
and  manager,  manager  or  similar insolvency officer appointed by the Security
Trustee  pursuant  to  any  of  the  Security  Documents;

SECURED  AMOUNTS  means all moneys and liabilities (including without limitation
amounts  payable  under this Deed) whatsoever which may be due, owing or payable
by the Obligors to the Beneficiaries in any currency, as principal or as surety,
individually  or  jointly,  on  any account whatsoever pursuant to the Financing
Documents  or  as  a  consequence  of any breach, non-performance, disclaimer or
repudiation  by  the  Obligors  of  any of their obligations under the Financing
Documents  and  "Secured  Amounts"  shall  have a like meaning with respect to a
particular  Security  Document  or  Beneficiary;

SECURITY  DOCUMENTS means this Deed, the Debentures, the Share Pledges, the MOPU
Agreement,  the Amni Guarantee, and any other mortgages, charges, assignments or
other  security  interests  from  time  to  time  granted by the Obligors to the
Security  Trustee  pursuant  to  the  Financing  Documents.


                                      -3-
<PAGE>
SECURED  PROPERTY  means  the  property  described  in  clause  2.1;

1.2     CONSTRUCTION: In this Deed, except where the context otherwise requires:

(a)  Headings and the table of contents are for ease of reference only;

(b)  references to clauses, sub-clauses,  paragraphs or the Schedule are, unless
     otherwise specified, to be construed as references to clauses,  sub-clauses
     and paragraphs of and the Schedule to this Deed;

(c)  a  provision  of law  is a  reference  to  that  provision  as  amended  or
     re-enacted;

(d)  references to documents include any deed (including this Deed),  negotiable
     instrument,   certificate,  notice  or  other  document  of  any  kind  and
     references to any document (or a provision thereof) shall be construed as a
     reference  to that  document  or  provision  as from time to time  amended,
     supplemented, varied or replaced (in whole or in part);

(e)  references  to any party  hereto or any person  include  references  to any
     successor or assignee of such party or other person; and

(f)  unless the context otherwise  requires,  words denoting the singular number
     shall include the plural and vice versa. DECLARATION OF TRUST; GENERAL

2.1     TRUST:  The Security Trustee shall stand possessed of and shall hold all
the  covenants,  undertakings, charges, assignments and other security interests
made,  given  or  to  be  made or given under or pursuant to any of the Security
Documents,  upon  trust  for  the  Beneficiaries rateably in proportion to their
respective  Secured  Amounts.

2.2     ADDITIONAL  BENEFICIARIES:  Upon the delivery to the Security Trustee by
the  Agent  of  a  supplemental  deed  substantially  in  the form of Schedule 1
executed  by  an  Obligor  and  by  any  person intended to become a beneficiary
hereunder,  such  person  shall  thereafter  be  entitled  to the benefit of and
subject  to  the  provisions  of  this Deed as a Beneficiary. Each Obligor party
hereto  agrees  that  it  will  promptly execute such a Deed upon request by the
Agent.

2.3     AGENT:  Notwithstanding  anything  to  the  contrary  in  the  Facility
Agreement,  the  Security Trustee shall be entitled to assume that the interests
of  each  Bank  are  represented by the Agent. The Security Trustee shall not be
obliged  or  required  to  act  in  accordance with the directions of any of the
Lenders  given  otherwise  than  through  the  Agent.

2.4     SECURITY  TRUSTEE'S  NOTIFICATION:  The  Security Trustee shall promptly
advise the Agent of any breach of the provisions of this Deed which comes to the
notice  of  the  Security  Trustee.


                                      -4-
<PAGE>
2.5     JURISDICTION:  It is hereby declared and agreed that, in relation to any
jurisdiction the courts of which would not recognise or give effect to the trust
expressed  to  be created by this Deed, the relationship of the Beneficiaries to
the  Security  Trustee  shall be construed as one of principal and agent but, to
the  extent  permissible  under  the  laws  of  such jurisdiction, all the other
provisions  of  this  Deed  shall have full force and effect between the parties
hereto.

2.6     EFFECTIVE  DATE:  This  Deed  shall  take  effect  on  the  date hereof.

COVENANTS  BY  THE  OBLIGORS

3.1     COVENANTS:  Each Obligor hereby covenant with the Security Trustee that,
so  long  as  any  of  the  Secured  Amounts  remains  outstanding,  it  will:

(a)  at all times give to the Security  Trustee such information as the Security
     Trustee may  reasonably  require for the  purpose of the  discharge  of the
     trusts, powers,  rights,  duties,  authorities and discretions vested in it
     hereunder or by operation of law; and

(b)  execute and do all such assurances,  acts, deeds and things as the Security
     Trustee may  reasonably  require for  protecting or perfecting the security
     over the Secured  Property and the exercise of all powers,  authorities and
     discretions  vested  in the  Security  Trustee  or in any  receiver  of the
     Secured   Property  and  shall  in   particular   execute  all   transfers,
     conveyances,  assignments,  assurances  and  registrations  of the  Secured
     Property,  whether to the Security Trustee or its nominees or purchasers or
     subpurchasers,  and give all  notices,  orders  and  discretions  which the
     Security Trustee may reasonably require as necessary or expedient.

SECURED  PROPERTY  AND  POWERS  OF  ENFORCEMENT

4.1     SECURITY:

(a)  The  security  created  by the  Security  Documents  shall  be  held by the
     Security  Trustee as a  continuing  security for the payment in full of the
     Secured Amounts notwithstanding any settlement of account or any other act,
     event or matter whatsoever;

(b)  The security  created by the Security  Documents  shall not be satisfied by
     any  intermediate  payment or  satisfaction of any amount hereby or thereby
     secured and the  security so created  shall be in addition to and shall not
     be prejudiced by any other  security or guarantee now or hereafter  held by
     the Security Trustee or any other person for all or any part of the Secured
     Amounts  hereby and thereby  secured or the liability of any person for the
     whole or any part of the Secured Amounts;

(c)  Every power and remedy  given to the  Security  Trustee  herein shall be in
     addition to and not a limitation of any other power or remedy vested in the
     Security Trustee under any of the Security Documents,  or by statute,  rule
     or law or otherwise and all such powers may be exercised  from time to time
     and as often as the Security Trustee deems expedient.


                                      -5-
<PAGE>
(d)  Neither  Section 93 nor Section  103 of the Law of Property  Act 1925 shall
     apply to any assignment created hereunder.

4.2     ENFORCEMENT:  Upon  receipt  by  the  Security Trustee of an Enforcement
Notice  from the Agent, the security constituted by the Security Documents shall
become  immediately  enforceable.  Upon the security constituted by the Security
Documents  becoming enforceable, the Security Trustee shall, subject to it being
indemnified to its satisfaction, be bound without further notice to any party to
this  Deed  to  enforce  the  same and shall incur no responsibility to any such
party  for  so  doing.

SUSPENSE  ACCOUNT,  INVESTMENT  AND  ACCUMULATIONS

5.1     SUSPENSE ACCOUNT: Pending appropriation and distribution under clause 7,
the  Security  Trustee  may  place  any  sum  received,  recovered or held by it
representing or constituting Proceeds at any time after the security constituted
by the Security Documents becomes enforceable in a suspense account which it may
maintain  for  as  long  as  it  thinks  fit until the Secured Amounts have been
discharged  in  full.

5.2     INVESTMENT  OF  PROCEEDS: The Security Trustee may invest in the name or
under  the  control  of the Security Trustee an amount equal to the balance from
time  to  time  standing  to  the  credit  of any suspense account in any of the
investments  for  the time being authorised by English law for the investment by
Security  Trustees  of trust moneys or in any other investments (whether similar
to the aforesaid or not) which may be selected by the Security Trustee as if the
Security  Trustee  were  an  absolute beneficial owner or by placing the same on
deposit  in  the  name  or under the control of the Security Trustee and in such
currency  as the Security Trustee may think fit  The Security Trustee may at any
time  vary  or  transfer  any  of  such  investments  for or into any other such
investments or convert any other moneys so deposited into any other currency and
shall  not  be  responsible  for  any  loss  occasioned  thereby  (whether  by
depreciation  in  value, fluctuation in exchange rates or otherwise) unless such
loss  is  occasioned  by the wilful misconduct or fraud of the Security Trustee.
The  Security  Trustee  shall  not  be  under  any  obligation  to diversify any
investment  or  investments  made  by  it  pursuant  to  this  sub-clause.

5.3     ACCUMULATIONS:  The  resulting  income  arising  on any investments made
pursuant  to clause 5.2 above may, at the discretion of the Security Trustee, be
accumulated  PROVIDED  THAT  if the Proceeds shall amount to a sum sufficient to
pay  at  least  5  per cent. of the principal amount of the Secured Amounts then
outstanding  the Security Trustee shall thereupon appropriate and distribute the
Proceeds  and  any such accumulations in the manner and order provided in clause
7.1  BUT  SO  THAT for the purposes of this proviso (and this proviso alone) the
expression  Proceeds  shall  not  include  any  part  thereof held on a suspense
account  pursuant  to  clause  5.1  above.


                                      -6-
<PAGE>
RELEASE  OF  SECURED  PROPERTY,  CONTINUATION  AND  PERPETUITY  PERIOD

6.1     RELEASE OF SECURED PROPERTY: On the payment or discharge of' the Secured
Amounts  in full and subject to the Beneficiaries having no actual or contingent
liability  to the Obligors with respect to obligations under the Facility and at
the  written  direction of the Agent, the Security Trustee will, at the cost and
expense  of  the  relevant  Obligor, (i) release the security constituted by the
Security  Documents and reassign to the relevant Obligor or such other person as
the  relevant Obligor may direct or such other person as may be entitled thereto
all  of  the Secured Property, and (ii) assign to Borrower's Agent any remaining
rights  in  the MOPU Agreement.  Further, CSFB agrees and agrees to cause TIL to
obtain  the Borrowers' Agent's written consent to any amendment, modification or
waiver  to  or under the MOPU Agreement, which consent shall not be unreasonably
withheld.  The  Obligors  covenant and agree to comply with the terms of Section
6.3  of  the  MOPU  Agreement.

6.2     CONTINUATION OF TRUSTS: The trusts constituted by the Security Documents
shall (subject to clause 6.3) remain in full force and effect for so long as any
amounts  remain  due  to  the  Security Trustee, any Receiver or delegate of the
Security  Trustee  pursuant  to  the  Security  Documents and any of the Secured
Amounts remain due to any of the Beneficiaries or any Beneficiary has any actual
or  contingent  liability  to  the  Borrowers  in  respect  of  the  Facility.

6.3     PERPETUITY  PERIOD:  The  perpetuity  period applicable hereto under the
rule  against  perpetuities shall be the period of eighty years from the date of
these  presents  and every power, authority or discretion to which the said rule
applies  which  is  conferred  upon  the Security Trustee or any other person by
these  presents  shall  only  be  exercisable  during  that  period.
DISTRIBUTION  OF  PROCEEDS

7.1     DISTRIBUTION: Subject to clause 5, after the security constituted by the
Security  Documents  shall  have  become enforceable, the Security Trustee shall
appropriate  and  distribute all Proceeds (subject to the payment of debts which
by  law  have  priority)  in the following manner and order (but so that in each
case only if and to the extent that appropriations and distributions of a higher
priority  have  been  made  in  full):-

(a)  First,  in  or  towards  payment  of  all  costs,  charges,   expenses  and
     liabilities  (together  with  accrued  interest  thereon as provided in any
     other Security  Document)  properly incurred by the Security Trustee or any
     Receiver,  attorney,  agent,  delegate  or other  person  appointed  by the
     Security  Trustee  under any of the  Security  Documents in the exercise or
     purported  exercise of any powers,  authorities or discretions vested in it
     or him pursuant to any of the Security Documents in respect of any security
     interest  created by any Obligor or any Security  Document  executed by any
     Obligor;

(b)  Second,  in  or  towards  payment  of  all  costs,  charges,  expenses  and
     liabilities  (together  with  accrued  interest  thereon as provided in any
     other Financing Document) properly incurred by the Agent in the exercise or
     purported exercise of any powers, duties, obligations or discretions vested
     in it or him pursuant to any of the Financing Documents;

(c)  Third,  in or  towards  payment  pro  rata  of  any  interest  due  to  the
     Beneficiaries in respect of the Secured Amounts;


                                      -7-
<PAGE>
(d)  Fourth,  in or  towards  payment  pro  rata  of  any  principal  due to the
     Beneficiaries in respect of the Secured Amounts;

(e)  Fifth,  in or towards payment pro rata of all remaining sums or liabilities
     due or owed to the Beneficiaries in respect of the Secured Amounts; and the
     surplus (if any) after the payment in full of the Secured  Amounts shall be
     paid to or to the order of the Borrower's  Agent or to such other person as
     the Borrowers'  Agent may notify to the Security  Trustee,  or as otherwise
     required by any court of competent jurisdiction or applicable law, PROVIDED
     THAT:

     (i)  distributions  by the Security  Trustee shall be made at such times as
          the Security  Trustee in its absolute  discretion  determines to be as
          soon  as   reasonably   practical,   having  regard  to  all  relevant
          circumstances;

     (ii) as between the  Beneficiaries,  a Beneficiary  shall be deemed to have
          received  from the  Security  Trustee  any amount  which the  Security
          Trustee  is at any time  required  by law to  deduct  or  withhold  on
          account  of tax from any  distribution  received  by that  Beneficiary
          under this Deed.  However,  this shall not  prejudice  any right which
          that  Beneficiary  may have  against  the  Obligors  (whether  under a
          grossing-up clause or otherwise) but as between the Beneficiaries, any
          such  indebtedness  shall  rank  after all other sums due and owing in
          respect of the Secured Amounts;

     (iii)for the purposes of any  distribution  by the Security  Trustee (which
          shall be made in accordance with clause 7.2), the Security Trustee may
          fix a date as at which  the  amount  of the  Secured  Amount  is to be
          calculated.  For the purposes of determining the amount of any payment
          to be  made  pursuant  to  paragraphs  (c),  (d) or (e)  above  to any
          Beneficiary,  the  Security  Trustee  shall be  entitled to call for a
          certificate  from the Agent as to the amount,  currency  and nature of
          any Secured  Amount owing or incurred to the relevant  Beneficiary  at
          the date fixed by the Security Trustee for such purpose and as to such
          other matters as the Security  Trustee may deem necessary or desirable
          to enable it to make a  distribution.  The Security  Trustee  shall be
          entitled to rely on any such certificate:

     (iv) if, after  discharge of the costs,  charges,  expenses and liabilities
          (together with accrued interest thereon) referred to in paragraphs (a)
          and (b) above, the Proceeds remaining are insufficient to discharge in
          full any of the  aggregate  amounts  referred to in any of  paragraphs
          (c),  (d) or (e) above,  as the case may be, such  remaining  Proceeds
          shall be paid to the Agent to be  distributed  pari passu and rateably
          to the  Beneficiaries in proportion to the respective  portions of the
          Secured Amounts owing to each Beneficiary;

                                      -8-
<PAGE>
     (v)  if any Proceeds  shall be  denominated  in a currency  (the  "relevant
          currency") other than that in which any Secured Amount is expressed to
          be payable (the  "contractual  currency")  the Security  Trustee shall
          convert the  relevant  Proceeds  into the  contractual  currency  upon
          receipt or recovery of the same unless such sums are to be credited to
          a suspense account and apply the same in accordance with the foregoing
          provisions,  but so that  no  action  taken  by the  Security  Trustee
          pursuant to this proviso (v) shall in any way  prejudice or affect the
          rights or claims which any  Beneficiary may have pursuant to the terms
          of the Financing Documents; and

     (vi) any  distribution  payment  or  transfer  required  to be  made by the
          Security  Trustee  pursuant to this Deed shall only be made subject to
          any applicable laws and regulations.

7.2     DISTRIBUTIONS  AND  PAYMENTS: Distributions or payments of or on account
of any of the Secured Amounts described in paragraphs (c), (d) and (e) of clause

7.1  shall  be  made  by the Security Trustee to the Agent. An acknowledgment of
receipt  signed by the Agent or, as the case may be, the Borrowers' Agent or its
appointee  shall  be  a  good  discharge  of  the  Security  Trustee.

7.3     UNWINDING:  If  and to the extent that any appropriation or distribution
shall  at  any  time  thereafter  transpire  to  have been invalid or any sum so
distributed  has  to  be  refunded  to  any  person  under  any  law relating to
bankruptcy,  insolvency  or  winding  up or otherwise, the relevant distribution
shall  be  deemed  never to have been made provided that any benefit obtained by
the person to whom the relevant distribution was originally made from the use of
the  amount  so  distributed  shall  so  long  as  it  is  retained  (free  from
liabilities) by such person, be deducted from any interest which becomes payable
in  accordance herewith on such amount from the date of such distribution to the
(date on which it is deemed never to have been made (such resulting amount never
however  to  be  a  negative  amount).

7.4     REQUIRED  PREPAYMENTS:  Any  amounts  received  by  the Security Trustee
pursuant  to  the terms of either the MOPU Agreement or the Amni Agreement shall
be  applied  by the Agent as a prepayment against the Outstandings; provided any
amounts  received  shall  first  be  applied  to  reimburse  the  Agent  for (i)
reasonable  collection costs incurred with respect to the Amni Guaranty and (ii)
any  payments made by the Agent to Sedco Forex as required pursuant to the terms
of  MOPU  Agreement.

SECURITY  TRUSTEE'S  RIGHTS,  DUTIES  AND  SUPPLEMENTAL  POWERS

8.1     RIGHTS  AND  DUTIES:

     (a)  The Security  Trustee shall have only those duties,  obligations  and-
          responsibilities  expressly  specified  in  this  Deed  or  the  other
          Security Documents and shall not have any implied duties,  obligations
          or  responsibilities.  In  performing  or  carrying  out  its  duties,
          obligations  and  responsibilities,  the  Security  Trustee  shall  be
          considered  to be  acting  only  in a  mechanical  and  administrative
          capacity  (save  as  expressly  provided  in this  Deed  or the  other
          Security  Documents) and shall not have or be deemed to have any duty,
          obligation or  responsibility  to or  relationship  of trust or agency
          with any of the Obligors;


                                      -9-
<PAGE>
     (b)  The  Security  Trustee  may refrain  from taking any (or any  further)
          action or  exercising  any rights  under or in respect of this Deed or
          any other Security  Documents until it has received  instructions from
          the Agent (or other  person for the time being  entitled  to give such
          instructions) as to whether (and, if it is to be, the way in which) it
          is to be taken or exercised. In the absence of such instructions,  the
          Security  Trustee may act or refrain  from acting as it shall see fit.
          The Security Trustee shall in all cases when acting or refraining from
          acting  as the  case  may be,  be in no way  responsible  for any loss
          except in the case of wilful  misconduct or where the Security Trustee
          has failed to show the degree of  diligence  and care  required  of it
          having  regard  to  the  provisions  of  this  Deed  or  the  Security
          Documents;

     (c)  The  Security  Trustee  shall not be liable  for any  action  taken or
          omitted by it under or in  connection  with the Security  Documents in
          good faith;

     (d)  The  Security  Trustee  shall not be  liable to bring any  proceedings
          against the  Obligors for the recovery of any sum due under any of the
          Financing Documents or otherwise in connection therewith unless it has
          been fully  indemnified to its  satisfaction by each of the Lenders in
          the proportion which its Outstandings  bear to the Total  Outstandings
          (or  if  no   Outstandings,   its   Commitment   bears  to  the  Total
          Commitments);

     (e)  Notwithstanding  that the Security  Trustee is a  Beneficiary,  it may
          take, or refrain from taking, any action which it would be entitled to
          take in its  capacity  as a  Beneficiary  if it was  not the  Security
          Trustee  and shall not be  precluded  by virtue of its  position  as a
          Beneficiary from exercising any of its discretions,  powers and duties
          as Security Trustee;

     (f)  Each  of the  Lenders  shall  fully  indemnify  the  Security  Trustee
          rateably in the proportion which its  Outstandings  bears to the Total
          Outstandings (or if no Outstandings, its Commitment bears to the Total
          Commitments),  from and  against all  claims,  proceedings,  expenses,
          losses,  damages  and  liabilities  of every  description  (except  in
          respect of any remuneration due to the Security  Trustee) which may be
          incurred by the  Security  Trustee in such  capacity in good faith and
          which in any way relate to or arise out of the Financing  Documents or
          any related  documents  or any action taken or omitted by the Security
          Trustee in enforcing or  preserving,  or in  attempting  to enforce or
          preserve,  any of the rights of the Beneficiaries  under the Financing
          Documents or any related documents.

8.2     By way of supplement to the Trustee Act 1925 it is expressly declared as
follows:

     (a)  RELIANCE  ON  EXPERTS:  The  Security  Trustee  may in relation to the
          Financing  Documents act on the opinion or advice of, or a certificate
          or  any  information  obtained  from,  any  lawyer,   banker,  valuer,
          surveyor, securities company, broker, auctioneer,  accountant or other
          expert in the United  Kingdom or  elsewhere,  whether  obtained by the
          Security  Trustee,  any  Receiver  or  the  Agent,  and  shall  not be
          responsible for any loss occasioned by so acting.

     (b)  CERTIFICATES: Any such opinion, advice, certificate or information may
          be sent or obtained by letter, telegram, telex, facsimile reproduction
          or in any other form and the Security  Trustee shall not be liable for
          acting on any opinion,  advice,  certificate or information purporting
          to be so conveyed  although the same shall contain some error or shall
          not be authentic  PROVIDED THAT such error or lack of  authenticity is
          not manifest.

     (c)  DISCRETION:  The Security  Trustee shall (save as expressly  otherwise
          provided  in any of the  Security  Documents)  as regards  all rights,
          powers,  authorities  and  discretions  vested  in it by  any  of  the
          Security  Documents,  or by operation of law, have complete discretion
          as to the exercise or non-exercise thereof.

     (d)  INVESTMENT  BY WAY OF NOMINEES:  Any  investment  made by the Security
          Trustee  pursuant  to  clause  5 may,  at its  discretion,  be made or
          retained in the name or names of a nominee or nominees.


                                      -10-
<PAGE>
     (e)  DOCUMENT PLACEMENT:  The Security Trustee shall be at liberty to place
          this Deed, any of the other Security Documents and all deeds and other
          documents relating to this Deed or any of the other Security Documents
          with  any  bank or  banking  company,  or  lawyer  or firm of  lawyers
          believed by it to be of good repute, in any part of the world, and the
          Security Trustee shall not be responsible for or be required to insure
          against any loss incurred in connection  with any such deposit and the
          Borrowers'  Agent shall pay all sums required to be paid on account of
          or in respect of any such deposit.

     (f)  AGENTS:  The  Security  Trustee  may,  in the  conduct  of  the  trust
          business,  instead  of acting  personally,  employ and pay an agent to
          transact or  conduct,  or concur in  transacting  or  conducting,  any
          business and to do or concur in doing all acts  required to be done by
          the Security Trustee (including the receipt and payment of money). The
          Security  Trustee shall not be  responsible  for any misconduct on the
          part of any person appointed by it in good faith hereunder or be bound
          to supervise the proceedings or acts of any such persons.

     (g)  SECURITY  TRUSTEE  REFRAINING  FROM ACTING:  The Security  Trustee may
          refrain  from doing  anything  which  would or might in its opinion be
          contrary to any law of any jurisdiction or any directive or regulation
          of any agency of any state or which would or might otherwise render it
          liable to any person  and may do  anything  which is, in its  absolute
          discretion,  necessary  to  comply  with any such  law,  directive  or
          regulation.

     (h)  DISCLAIMERS AND EXCLUSIONS:

          (i)  The Security  Trustee  shall not be  responsible  for recitals or
               statements,  warranties  or  representations  of any party (other
               than the  Security  Trustee)  contained  in any of the  Financing
               Documents  and shall not be required  to examine or enquire  into
               the title of the  Obligors to the  Secured  Property or any other
               part of the  undertaking,  property and assets  charged by any of
               the Security Documents,  or the right of the Obligors to exercise
               the powers and discretions  described in the Financing  Documents
               to the intent that the Security  Trustee  shall not in any way be
               responsible  for its  inability  to  exercise  any of the  rights
               conferred herein or in any of the other Security Documents or for
               any loss or damage thereby occasioned;

          (ii) The  Security  Trustee  shall not be bound to give  notice to any
               person of the execution of the Security Documents nor shall it be
               liable for any  failure,  omission  or defect in  perfecting  the
               security  intended to be  constituted  by the Security  Documents
               including,  without prejudice to the generality of the foregoing,
               (a) failure to obtain any license, consent or other authority for
               the  execution  of the same,  (b) failure to register the same in
               accordance  with the  provisions of any of the documents of title
               of the Obligors to any of the Secured  Property,  and (c) failure
               to effect or procure  registration of or otherwise protect any of
               the  Security   Documents  by  registering  the  same  under  any
               registration laws in any territory, or by registering any notice,
               caution  or  other  entry   prescribed  by  or  pursuant  to  the
               provisions of the said laws;

          (iii)The  Security   Trustee   shall  not  be   responsible   for  the
               genuineness,  validity or  effectiveness  of any of the  Security
               Documents or any obligations or rights created or purported to be
               created  thereby or any security  constituted  or purported to be
               constituted by or pursuant to any of the Security Documents,  nor
               shall it be  responsible  or liable to any person  because of any
               invalidity of any provision of such  documents,  whether  arising
               from statute, law or decision of any court;

                                      -11-
<PAGE>
          (iv) The Security  Trustee shall not be liable or responsible  for any
               loss, cost,  damage,  expense or  inconvenience  which may result
               from  anything  done or omitted to be done by it under any of the
               Security  Documents,  except  such as arise  as a  result  of the
               wilful misconduct or fraud of the Security Trustee.  SUPPLEMENTAL
               PROVISIONS REGARDING THE SECURITY TRUSTEE

9.1     OBLIGORS'  PERFORMANCE:  Except  as herein otherwise expressly provided,
the  Security  Trustee  shall  be  and  is  hereby  authorised to assume without
enquiry,  and  it is hereby declared to be the intention of the Security Trustee
that  it shall assume without enquiry, that the Obligors are duly performing and
observing  all the covenants and provisions contained in the Financing Documents
and  on  their part to be performed and observed and that no Event of Default or
Potential  Event  if  Default  has occurred. No Beneficiary other than the Agent
shall  be  entitled  to  require  the  Security  Trustee  to  take any action or
proceedings  under  any of the Security Documents whatsoever, whether to enforce
the  performance  of  any  covenant  or obligation by the Obligors or otherwise.

9.2     DELEGATION:  The  Security Trustee may, in the execution of an or any of
the  trusts,  powers,  authorities  and  discretions  vested in it by any of the
Security Documents, act by responsible officers or a responsible officer for the
time  being  of the Security Trustee. The Security Trustee may also, whenever it
thinks  expedient  in  the  interests  of the Beneficiaries, whether by power of
attorney  or  otherwise,  delegate  to  any  person or persons all or any of the
trusts,  rights, powers, duties, authorities and discretions vested in it by any
of  the  Security Documents. Any such delegation may be made upon such terms and
conditions  and subject to such regulations (including power to sub-delegate) as
the  Security  Trustee  may think fit in the interests of the Beneficiaries and,
PROVIDED  THAT  the Security Trustee shall have exercised reasonable care in the
selection  of  such  delegate and, where a power to sub-delegate has been given,
has  obliged  the  delegate  to exercise reasonable care in the selection of any
sub-delegate,  the  Security  Trustee  shall  not  be  responsible  for any loss
incurred  by  any  misconduct  or  default  on  the  part  of  such  delegate or
sub-delegate.  The  Security  Trustee shall give prompt notice to the Borrowers'
Agent  and  the  Agent of the appointment of any delegate as aforesaid and shall
procure  that  any  delegate shall also give prompt notice of the appointment of
any  sub-delegate  to  the  Borrowers'  Agent  and  the  Agent.

9.3     CONTRACTS: The Security Trustee shall not, and no director or officer of
the  Security Trustee shall, by reason of the fiduciary position of the Security
Trustee,  be in any way precluded from making any contracts or entering into any
transactions  in  the  ordinary  course  of  business  with the Obligors or from
accepting  the  trusteeship of any stock, shares, debenture stock, debentures or
securities  of  the  Obligors.  Without  prejudice  to  the  generality  of  the
foregoing, it is expressly declared that such contracts and transactions include
any  contract  or  transaction  in  relation  to  the  placing,  underwriting,
purchasing,  subscribing  for  or  dealing  with or lending money upon or making
payments  in  respect of any stock, shares, debenture stock, debentures or other
securities  of  the  Obligors  or  any contract of banking or insurance with the
Obligors. Neither the Security Trustee nor any such director or officer shall be
accountable  to  any  Lender  or the Obligors for any profit, fees, commissions,
interest,  discounts or share of brokerage earned, arising or resulting from any
such  contracts  or  transactions. The Security Trustee and any such director or
officer  shall  be  at  liberty  to  retain the same for its or his own benefit.


                                      -12-
<PAGE>
9.4     ADDITIONAL  POWERS:  The  powers  conferred  by  this Deed and the other
Security  Documents upon the Security Trustee shall be in addition to any powers
which  may  from  time  to  time  be  vested  in  it  by  applicable  law.
SECURITY  TRUSTEE'S  REMUNERATION  AND  INDEMNITIES

10.1     REMUNERATION:

     (a)  If the Security Trustee finds it expedient or is required to undertake
          any material duties in the course of its trusteeship  under any of the
          Security Documents (which shall, without limitation,  be presumed once
          the Security  Trustee  shall have become bound to enforce the security
          constituted  by the Security  Documents or when, in the opinion of the
          Security  Trustee acting in good faith,  circumstances  exist in which
          such event may occur),  the Borrowers  shall pay such  remuneration as
          shall be agreed between the Security Trustee and the Borrowers' Agent.
          If the  Security  Trustee and the  Borrowers'  Agent fail to agree the
          amount of any  remuneration as aforesaid,  it shall be determined by a
          chartered  accountant selected by the Security Trustee and approved by
          the  Borrowers'  Agent or,  failing  such  approval,  nominated by the
          President for the time being of the Institute of Chartered Accountants
          in England and Wales. The expenses involved in such nomination and the
          fees of such  chartered  accountant  shall  be paid by the  Borrowers'
          Agent. The  determination  of such chartered  accountant (who shall be
          deemed to be acting as an expert  and not as an  arbitrator)  shall be
          conclusive  and binding upon the Security  Trustee and the  Borrowers'
          Agent (absent fraud or manifest error);

     (b)  The Borrowers' Agent shall pay to the Security Trustee an amount equal
          to the amount of any value  added tax or  similar  tax  chargeable  in
          respect of its remuneration hereunder.

10.2     EXPENSES  AND  COSTS: The Borrowers' Agent shall on demand from time to
time pay, in each case on the basis of a full indemnity to the Security Trustee:

     (a)  all costs and  expenses  (including  legal,  printing,  publicity  and
          out-of-pocket  expenses)  reasonably  incurred in connection  with the
          negotiation, preparation or completion of the Security Documents;

     (b)  all costs, charges and expenses (including  travelling expenses) which
          the Security  Trustee may reasonably incur in relation to the exercise
          of the rights,  powers,  duties,  authorities  and  discretions or the
          execution  of the  trusts  vested in it by or  pursuant  to any of the
          Security Documents; and

     (c)  at such daily and/or  hourly rates as the Security  Trustee shall from
          time to time reasonably  determine,  all costs and expenses (including
          without  limitation,   telephone,  fax,  copying,  travel,  legal  and
          personnel  costs) in connection with the Security  Trustee taking such
          action as it may deem appropriate,  in complying with any instructions
          from the Agent or any request by the  Borrowers'  Agent in  connection
          with:


                                      -13-
<PAGE>
          (i)  the granting or proposed  granting of any waiver or consent under
               any of the Security Documents;

          (ii) any  amendment  or  proposed  amendment  to any  of the  Security
               Documents;

          (iii)any breach by any Obligor of any of its obligations  under any of
               the  Security  Documents or any  investigation  as to whether any
               such breach may have occurred;

          (iv) the occurrence of any Event of Default;

          (v)  the review,  preservation  and/or  enforcement  or the  attempted
               presentation  or enforcement of any of the rights of the Security
               Trustee,  the Agent and the Lenders under the Security Documents;
               and

          (vi) the transfer or possible transfer of the role of Security Trustee
               to another person. Reference in this sub-clause to costs, charges
               and expenses shall include value added tax or similar tax charged
               in respect thereof

10.3     GENERAL  INDEMNITY:  The  Obligors  shall  jointly  and severally fully
indemnify  the  Security  Trustee  and  keep  it  indemnified:

     (a)  in respect of all liabilities and expenses  properly incurred by it or
          by any person appointed by it to whom any trust,  power,  authority or
          discretion  may be  delegated  by it in  the  execution  or  purported
          execution of the trusts, powers,  authorities or discretions vested in
          it by any of the  Security  Documents,  except to the extent that they
          are  sustained  or  incurred as a result of the wilful  misconduct  or
          fraud of the Security Trustee; and

     (b)  against all losses, liabilities,  actions, proceedings,  costs, claims
          and  demands  in respect of any matter or thing done or omitted in any
          way  relating to any of the Security  Documents,  except to the extent
          that  they  are  sustained  or  incurred  as a  result  of the  wilful
          misconduct or fraud of the Security Trustee.

10.4     COSTS  INDEMNITY:  To  the  extent that the Obligors do not perform its
indemnity  obligations  described in this clause 10 or fails to make any payment
which  it is obliged to discharge under clause 17, the Agent shall indemnify the
Security  Trustee and keep it indemnified against any cost, expense or liability
(including  duties  and  taxes)  sustained  or incurred by the Security Trustee:

     (a)  in complying with an Enforcement  Notice and in enforcing the security
          constituted  by the Security  Documents or otherwise  under any of the
          Security  Documents,  except to the  extent  that it is  sustained  or
          incurred as a result of the wilful misconduct or fraud of the Trustee;

     (b)  by any  person  appointed  by it to whom any  trust,  rights,  powers,
          duties,  authorities or discretions  may be delegated in the execution
          or exercise or purported execution or exercise of the trusts,  rights,
          powers, duties,  authorities or discretions vested in it by any of the
          Security Documents; and


                                      -14-
<PAGE>
     (c)  in respect of any matter or thing done or omitted in any way  relating
          to any of the  Security  Documents,  except to the  extent  that it is
          sustained or incurred as a result of the wilful misconduct or fraud of
          the Security Trustee.

10.5     PAYMENT:  All  sums  payable  under  sub-clauses  10.2 and 10.3 of this
clause  shall  be payable on demand. All sums payable by the Obligors under this
clause  shall  carry  interest at the rate of two per cent (2%) per annum. above
the  normal  lending  rate  of  a leading bank that is available to the Security
Trustee  in the principal financial centre relevant to the currency in which the
same are due for overdraft facilities in that currency from the date of the same
being  demanded.

10.6     CONTINUATION:  Unless otherwise specifically stated in any discharge of
these  presents,  the  provisions of this clause 10 shall continue in full force
and  effect  notwithstanding  such  discharge.
ACTION  OF  SECURITY  TRUSTEES

11.1     MAJORITY  DECISIONS:  Whenever  there  shall  be more than two Security
Trustees  hereof  the  majority  of  such Security Trustees shall (provided such
majority  includes a trust corporation) be competent to execute and exercise all
the trusts, rights, powers, duties, authorities and discretions vested by any of
the  Security  Documents  in  the  Security  Trustee  generally.

11.2     RELIANCE:  The  Security  Trustee  shall  be  entitled to rely upon any
directions  or  any  instructions  given  or purported to be given by the Agent,
notwithstanding  any  error  in  transmission  or  that  such  directions  or
instructions  prove not to be genuine, and such directions or instructions shall
be  conclusively deemed to be valid directions or instructions from the Agent to
the  Security  Trustee  for the purposes of this Deed PROVIDED THAT the Security
Trustee  may  decline to act on any such directions or instructions where in the
opinion  of the Security Trustee they are insufficient, incomplete, inconsistent
or  not received by the Security Trustee in sufficient time to act thereon or in
accordance  therewith.

APPOINTMENT  OF  NEW  OR  FURTHER  SECURITY  TRUSTEES

12.1     POWER  TO  APPOINT: The power of appointing new Security Trustees shall
be  vested  in  the Agent acting on the directions of the Majority Lenders, with
the  consent  of  the  Borrowers'  Agent  (not to be unreasonably withheld). The
Agent,  acting  on  the instructions of the Majority Lenders, may at any time by
notice  in  writing  to the Borrowers' Agent and the Security Trustee remove any
Security Trustee or Security Trustees for the time being hereof.  The removal of
a  Security  Trustee  shall not become effective unless there remains a Security
Trustee  or Security Trustees in office after such removal. The Security Trustee
shall  notify  the Agent of its removal and/or the proposed appointment of a new
Security  Trustee.

12.2     CO-SECURITY  TRUSTEES:  Notwithstanding  the provisions of clause 12.1,
the  Security  Trustee  may, with the consent of the Borrowers' Agent (not to be
unreasonably  withheld)  and  the  Agent,  appoint  any  person (whether a trust
corporation  or  not)  to  act  either  as  a  separate Security Trustee or as a
co-Security  Trustee  jointly  with  the  Security  Trustee:

     (a)  if  the  Security  Trustee  considers  such  appointment  to be in the
          interests of the Beneficiaries, or

     (b)  for  the  purposes  of   conforming  to  any  legal   requirement   or
          restriction.

                                      -15-
<PAGE>
Such  person  shall (subject always to the provisions of the Security Documents)
have  such  trusts,  rights,  powers,  duties,  authorities  and discretion (not
exceeding those conferred on the Security Trustee by the Security Documents) and
such  duties  and obligations as shall be conferred or imposed by the instrument
of  appointment.  The Security Trustee shall have power in like manner to remove
any such person. Such reasonable remuneration as the Security Trustee may pay to
any  such  person,  together  with  any attributable costs, charges and expenses
reasonably  incurred  by it in performing its function as such separate Security
Trustee  or  co-Security  Trustee,  shall, to the extent payable if the same had
been incurred by the Security Trustee, for the purposes of this Deed, be treated
as  costs,  charges  and  expenses  incurred  by  the  Security  Trustee.

RESIGNATION  OF  SECURITY  TRUSTEE

13.1     Any Security Trustee for the time being of these presents may retire at
any time without assigning any reason therefor and without being responsible for
any costs occasioned by such retirement. In that event, the Agent shall, subject
to  the  prior  written  consent of the Borrowers' Agent (such consent not to be
unreasonably  withheld  or  delayed), appoint a Beneficiary or any other bank or
financial  institution  to  act  as Security Trustee in its stead or, if no such
person  is  so  appointed  within  30 days of the Security Trustee tendering its
resignation,  the  Security  Trustee  may,  in  consultation with the Borrowers'
Agent,  appoint  a  Beneficiary  or,  with  the  prior  written  consent  of the
Borrowers'  Agent  (such consent not to be unreasonably withheld or delayed) any
other  reputable  bank  or  financial institution so to act. The retirement of a
sole  Security  Trustee  shall  not  take  effect until the appointment of a new
Security  Trustee  or  two  or  more  new  Security  Trustees has been effected.

13.2     Upon  the  retirement  of  any  Security  Trustee:

     (a)  the retiring  Security  Trustee shall be  discharged  from any further
          obligation under the Financing Documents; and

     (b)  the successor  Security  Trustee and each of the other parties to this
          Deed shall have the same rights and obligations  amongst themselves as
          they would have had if the  successor had been a party to this Deed as
          Security Trustee for the Beneficiaries.

MODIFICATIONS

14.     The  Security  Trustee  may  from  time to time and at any time with the
consent of the Agent and the Borrowers' Agent, concur in making any modification
of  any  Security  Document,  if  in  the  opinion  of the Security Trustee such
modification:

     (a)  is of a formal, minor or technical nature; or

     (b)  is made to correct a manifest error; or

     (c)  is not  Prejudicial  in the  opinion  of the  Security  Trustee to the
          interests of the Beneficiaries, or

                                      -16-
<PAGE>
     (d)  is made to perfect or give effect to any charge or security created or
          intended to be created by that Security  Document or to facilitate the
          exercise,  or the proposed exercise,  of any of the Security Trustee's
          or any Receiver's powers or the protection,  management or realisation
          of any of the Secured Property.

NOTICES

15.1     NOTICES:  Each  notice, request, demand, approval, certificate or other
communication  to be given or made by one person to another under these presents
shall  be  given,  made  or served by telex, facsimile or letter to its address,
telex  or  facsimile number in the Facility Agreement, or to such other address,
telex  or  facsimile  number  as  such  person may have notified to the Security
Trustee  and the other parties hereto by not less than 15 days notice in writing
as the address, telex or facsimile number for the time being of such person. All
notices,  requests,  demands  or other communications to or from any Beneficiary
under  or  with  respect  to  these  presents shall be made or given through the
Agent.

15.2     TIME  FOR  NOTICE:  When  any  provision  is made in these presents for
notice  of  a  specified  number of days' or Business Days' duration, no account
shall be taken, in computing the period of days' or Business Days' notice given,
of  the  day  on  which  such  notice  is  delivered.

15.3     EFFECTIVENESS  OF  NOTICES:  No communication from the Borrowers' Agent
shall  be  effective  until  received  by  the  Security  Trustee.  Any  other
communication  to  any  person shall be deemed to be received by that person (if
sent  by telex or facsimile) when such communication has been dispatched and the
appropriate answerback or confirmation received or (if sent by letter) when left
at  the  appropriate  address  or  (as  the  case may be) three days after being
deposited  in the post (first class postage prepaid) in an envelope addressed to
such  person  at  that  address.

LANGUAGE

16.     All  documents  to  be  furnished  or communications to be given or made
pursuant  to  this  Deed shall be made in the English language or, if in another
language,  shall  be  accompanied  by  a  translation  into  English  on  which
translation  the  Security  Trustee  shall  be  entitled  to  rely.
STAMP  DUTIES

17.     The Borrowers' Agent will pay all stamp duties, capital duties and other
similar  duties  on  or  in  connection  with  the  execution,  maintenance  or
enforcement  of any of the Security Documents. If, in consequence of an Event of
Default  the  Security  Trustee  (or  any  Receiver  or  person delegated by the
Security  Trustee) shall take any proceedings permitted to be taken by the terms
of this Deed to enforce the obligations of the Borrowers' Agent under any of the
Security  Documents and for the purposes of such proceedings any of the Security
Documents  are  taken  into any jurisdiction and stamp duties, capital duties or
other  similar  duties  or taxes become payable on any of the Security Documents
before  or  in  connection  with  such  proceedings  in  such  jurisdiction, the
Borrowers'  Agent will forthwith pay (or reimburse the person making payment of)
all  such  stamp  duties,  capital  duties  and  other similar duties and taxes,
including  penalties  (if  any).


                                      -17-
<PAGE>
WAIVERS

18.1     WAIVER  OF  BREACH:  The Security Trustee may (without prejudice to its
rights  in  respect  of any subsequent breach) from time to time and at any time
authorise  or  waive, on such terms and conditions as it may specify, any breach
by  the  Borrowers' Agent of any of the covenants or provisions contained in any
of  the  Security Documents, PROVIDED ALWAYS THAT the Security Trustee shall not
exercise  any  powers  conferred  on  it  by  this sub-clause unless it has been
directed to do so by the Agent. No such direction shall affect any authorisation
or  waiver  previously  given or made. Any such waiver or authorisation shall be
binding  on  all  of  the  Beneficiaries.

18.2     IMPLIED  WAIVER:  No course of dealing by the Security Trustee with any
person and no failure or delay on the part of the Security Trustee to execute or
exercise any trust, right, power, duty, discretion or authority under any of the
Security  Documents  or  provided by statute or by law or in equity or otherwise
shall  impair  or  operate  as  a  waiver of any such trust, right, power, duty,
discretion  or  authority  or  be  construed as a waiver of any default or as an
acquiescence  therein.  Any  single or partial execution or exercise of any such
trust,  right, power, duty, discretion or authority shall not preclude any other
or  further  execution  or  exercise thereof or the execution or exercise of any
other  rights,  privileges or remedies. The rights and remedies contained in the
Security  Documents  are  cumulative  and  not  exclusive of any other right and
remedy  which  the  Beneficiaries  or  any  of them would have for the effective
enforcement  of  the  rights  accorded  in  any  of  the  Security  Documents.

TAXES

19.     Notwithstanding anything herein contained, to the extent required by any
applicable  law, if the Security Trustee shall be required to deduct or withhold
from any distribution or payment made by it hereunder or if the Security Trustee
shall  otherwise  be  liable  to  tax  as a consequence of performing its duties
hereunder,  any  amount for which the Security Trustee may be liable, whether as
principal  or  agent,  by  reason of any assessment or prospective assessment to
taxation  of  whatsoever nature and whensoever made upon the Security Trustee in
connection  with  or  arising from any sums received by it or to which it may be
entitled  under any of the Security Documents (other than in connection with its
remuneration  specified  in  clause  10)  or  any  investments from time to time
representing  the  same,  including any income or gains arising therefrom or any
action  of  the Security Trustee in or about the administration of the trusts of
any  of  the Security Documents (other than the remuneration specified in clause
10),  the  Security  Trustee  shall  be  entitled  to  make  such  deduction  or
withholding  in  respect  of taxation.  If the Security Trustee incurs any loss,
cost,  liability  or  expense by reason of any such assessment for which no such
deduction  or  withholding  has been made by the Security Trustee or if any such
deduction  or  withholding  is insufficient, the Borrowers' Agent will indemnify
the  Security  Trustee  therefor  and  the Security Trustee shall be entitled to
reimbursement  of  such  amounts  from  the  Secured  Property.


                                      -18-
<PAGE>
POWER  OF  ATTORNEY

20.1     APPOINTMENT:  Each Obligor  by way of security irrevocably appoints the
Security  Trustee  and  every  Receiver  of the Secured Property, each with full
power  of substitution and each with full power to act alone, to be its attorney
and  in  its  name  and  on  its  behalf  to  execute and as its act and deed or
otherwise  to  do all such assurances, acts or things which the Obligor ought to
do  under  the covenants and provisions contained in the Security Documents, and
generally  in  its  name and on its behalf to exercise all or any of the powers,
authorities  and  discretions conferred by or pursuant to the Security Documents
on the Security Trustee or any Receiver and (without prejudice to the generality
of  the  foregoing):

     (a)  to  execute,   seal  and  deliver  and  otherwise  perfect  any  deed,
          assignment,  transfer, assurance,  agreement,  instrument or act which
          may, in the opinion of such attorney,  be required or deemed necessary
          for the purposes of giving  effect to the Security  Documents  and for
          the  purpose of the  exercise of any of the powers  conferred  on such
          attorney pursuant to this Deed; and

     (b)  on and  after the  Security  Trustee  becoming  bound to  enforce  the
          security  constituted  by the Security  Documents in  accordance  with
          clause 4, to ask, require, demand, receive, compound, give acquittance
          for,  settle and  compromise  any and all moneys and claims for moneys
          due and to become due under or arising out of the Security  Documents,
          to endorse any cheques or other  instruments  or orders in  connection
          therewith,  to file any  claim,  to take any action or  institute  any
          proceedings  which the  Security  Trustee may deem to be  necessary or
          advisable and to execute any  documents  and do anything  necessary or
          desirable  under this Deed or any of the other Security  Documents and
          with full  power to  delegate  any of the  rights  and  powers  hereby
          conferred  upon it,  PROVIDED THAT the  appointment  hereby made shall
          cease to have any  force or effect  when the  provisions  for  release
          under clause 6.1 have been satisfied.

20.2     RATIFICATION:  Each  Obligor hereby ratifies and confirms and agrees to
ratify  and  confirm  whatever  any such attorney as is mentioned in clause 20.1
shall do or purport to do in the exercise or purported exercise of all or any of
the  powers,  authorities  and  discretions  referred  to  therein.

PARTIAL  INVALIDITY

21.     If  any  of  the  provisions  of  this  Deed becomes invalid, illegal or
unenforceable  in  any  respect  under  any  law,  the  validity,  legality  or
enforceability  of  the remaining provisions shall not in any way be affected or
impaired.

COUNTERPARTS

22.     This  Deed  may be executed in any number of copies which taken together
shall  constitute  a  single  deed.

GOVERNING  LAW  AND  JURISDICTION

23.1     GOVERNING  LAW:  This  Deed  shall  be governed by, and interpreted and
construed  in  accordance  with  English  law.


                                      -19-
<PAGE>
23.2     JURISDICTION:

     (a)  All the parties  agree that the courts of England are  (subject to (b)
          and (c) below,  to have exclusive  jurisdiction to settle any disputes
          (including  claims  for  set-off or  counterclaim)  which may arise in
          connection with the validity,  effect,  interpretation  or performance
          of, or the legal relationships  established by, this Deed or otherwise
          arising in connection with this Deed;

     (b)  the  agreement  contained in  paragraph  (a) above is included for the
          benefit of the  Security  Trustee.  Accordingly,  notwithstanding  the
          exclusive agreement in (a) above the Security Trustee shall retain the
          right to bring  proceedings in any other court which has  jurisdiction
          by virtue of the  Convention on  Jurisdiction  and the  Enforcement of
          Judgments  signed on 27  September  1968 (as from time to time amended
          and extended) or by virtue of the Convention on  jurisdiction  and the
          Enforcement of Judgments  signed on 16 September 1988 (as from time to
          time amended and extended);

     (c)  the Security  Trustee may in its absolute  discretion take proceedings
          in the courts of any other  country  which may have  jurisdiction,  to
          whose jurisdiction each of the other parties irrevocably submits;

     (d)  the Obligors  irrevocably  waive any objections on the ground of venue
          or forum non conveniens or any similar grounds; and

     (e)  the Obligors  irrevocably  consent to service of process by mail or in
          any other manner permitted by the relevant law.

23.3     TRIAL  BY  JURY:  Each  of the parties hereby irrevocably waives an the
rights to trial by jury in any action, proceeding or counterclaim (whether based
on  contract,  tort  or  otherwise)  arising  out  of  or relating to any of the
Security  Documents  or  the  actions  of  the  parties  in  the  negotiation,
administration,  performance  or  enforcement  thereof.

23.4     AGENT  FOR  SERVICE OF PROCESS: Each of the Obligors shall at all times
maintain  an agent for service of process and any other documents in proceedings
in  England  or  any  other proceedings in connection with this Deed. Such agent
shall  be  Law Debenture Corporate Services Limited, the address of which on the
date  hereof  is  Princes House, 95 Gresham Street, London EC2V 7LY, England and
any writ, judgment or other notice of legal process shall be sufficiently served
on the Obligors or any of them if delivered to such agent at its address for the
time  being.  The  Obligors  each  undertakes not to revoke the authority of the
above agent and if, for any reason, the Security Trustee requests it to do so it
shall  promptly appoint another such agent with an address in England and advise
the  Security  Trustee thereof.  If, following such a request, any Obligor fails
to  appoint another agent, the Security Trustee shall be entitled to appoint one
on  its  behalf.


                                      -20-
<PAGE>
IN  WITNESS  WHEREOF this Deed has been executed by the parties hereof as a Deed
the  day  and  year  first  above  written.

ABACAN  RESOURCE  CORPORATION,
as  a  Deed
By:     [  J.  Harvie          ]               Signature: /s/ James  S. Harvie
                                                              ------------------

By      [ T.B.  Folawiyo       ]               Signature: /s/ Tunde Folawiyo
                                                              ------------------

DAHOMEY  RESOURCE  CORPORATION
As  a  Deed
By:     [  W.G.  Cherwayko     ]               Signature: /s/ Wade G. Cherwayko
                                                              ------------------

By:     [  T.B.  Folawiyo      ]               Signature: /s/ Tunde Folawiyo
                                                              ------------------

LIBERTY  TECHNICAL  SERVICES  LTD.
As  a  Deed
By:     [  W.G.  Cherwayko     ]               Signature: /s/ Wade G. Cherwayko
                                                              ------------------

By:     [  T.B.  Folawiyo      ]               Signature: /s/ Tunde Folawiyo
                                                              ------------------

ABACAN  RESOURCES  (BENIN)  LIMITED
As  a  Deed
By:     [  W.G.  Cherwayko     ]               Signature: /s/ Wade G. Cherwayko
                                                              ------------------

By:     [  T.B.  Folawiyo      ]               Signature: /s/ Tunde Folawiyo
                                                              ------------------


                                      -21-
<PAGE>
WEST  AFRICAN  RESOURCE  CORPORATION
As  a  Deed

By:     [  W.G.  Cherwayko     ]               Signature: /s/ Wade G. Cherwayko
                                                              ------------------

By:     [  T.B.  Folawiyo      ]               Signature: /s/ Tunde Folawiyo
                                                              ------------------

AGBARA  RESOURCES  LIMITED
As  a  Deed

By:     [  W.G.  Cherwayko     ]               Signature: /s/ Wade  G. Cherwayko
                                                              ------------------


By:     [  T.B.  Folawiyo      ]               Signature: /s/ Tunde Folawiyo
                                                              ------------------

ABACAN  POWER  (BENIN)  LIMITED
As  a  Deed

By:     [  W.G.  Cherwayko     ]               Signature: /s/ Wade G. Cherwayko
                                                              ------------------

By:     [  T.B.  Folawiyo      ]               Signature: /s/ Tunde Folawiyo
                                                              ------------------

ABACAN-ADDAX  BENIN  CONSORTIUM  S.A.
As  a  Deed
By:     [  W.G.  Cherwayko     ]               Signature: /s/ Wade G. Cherwayko
                                                              ------------------

By:     [  T.B.  Folawiyo      ]               Signature: /s/ Tunde Folawiyo
                                                              ------------------


                                      -22-
<PAGE>
ANGUS  INTERNATIONAL  RESOURCES  LTD.
As  a  Deed

By:     [  W.G.  Cherwayko     ]               Signature: /s/ Wade G. Cherwayko
                                                              ------------------

By:     [  T.B.  Folawiyo      ]               Signature: /s/ Tunde Folawiyo
                                                              ------------------

PROFILE  INTERNATIONAL  LTD.
As  a  Deed

By:     [  W.G.  Cherwayko     ]               Signature: /s/ Wade G. Cherwayko
                                                              ------------------

By:     [  T.B.  Folawiyo      ]               Signature: /s/ Tunde Folawiyo
                                                              ------------------

CREDIT  SUISSE  FIRST  BOSTON
As  Lender,  Agent  and  Security  Trustee

By:     [  T.  Patrick         ]               Signature: /s/ T.  Patrick
                                                              ------------------

By:     [  Alex  Gantner       ]               Signature: /s/ Alex  Gantner
                                                              ------------------


                                      -23-
<PAGE>
                                   SCHEDULE 1

                       SUPPLEMENTAL DEED - NEW PARTICIPANT

SUPPLEMENTAL  DEED  dated  __________  19__

BETWEEN:

[NAME  OF  NEW  PARTICIPANT]  of  [principal  office]  (the  NEW  BENEFICIARY);

ABACAN  RESOURCE  CORPORATION,  DAHOMEY  RESOURCE CORPORATION, LIBERTY TECHNICAL
SERVICES  LTD.,  ABACAN  RESOURCES  (BENIN)  LIMITED,  WEST  AFRICAN  RESOURCE
CORPORATION,  AGBARA  RESOURCES  LIMITED,  ABACAN  POWER  (BENIN)  LIMITED,
ABACAN-ADDAX  BENIN  CONSORTIUM  S.A.,  ABACAN  RESOURCES  (NIGERIA) LTD., ANGUS
INTERNATIONAL RESOURCES LTD., and  PROFILE INTERNATIONAL LTD., (individually and
collectively,  the  AObligors@);

CREDIT  SUISSE  FIRST  BOSTON  (as  AGENT);  and

CREDIT  SUISSE  FIRST  BOSTON  (as  SECURITY  TRUSTEE).

WHEREAS:

(A)     This  Deed  is entered into pursuant to clause 2.2 of the Security Trust
Deed  (the  TRUST  DEED)  dated July 2, 1998 between the Obligors, Credit Suisse
First  Boston  as  Agent,  the  Security  Trustee  and  others.

(B)     The  New  Beneficiary  has  entered  into  a  Transfer Certificate dated
_________  19__  with [name of Transferor] pursuant to clause 19 of the Facility
Agreement.

(C)     The  New  Beneficiary  has  agreed  to  accede  to  the  Trust  Deed.
NOW  THIS  DEED  WITNESSETH  as  follows:

1.     Words  and expressions defined in the Trust Deed bear the same respective
meanings  in  this  Deed  (including  the recitals) unless the context otherwise
requires.

2.     The  New  Beneficiary  shall with effect from the date hereof be bound by
the  provisions  of the Trust Deed as a Beneficiary and shall have an the rights
and  obligations  set  out  in  the  Trust  Deed  as rights and obligations of a
Beneficiary. In particular (without limitation) the Security Trustee agrees that
it  shall  hold  the  Secured  Property in accordance with the provisions of the
Security  Documents  on  trust for the New Beneficiary (in addition to the other
Beneficiaries)  in  accordance with the Trust Deed. The New Beneficiary confirms
its  acceptance  of  all  the  provisions  of  the  Trust  Deed.

3.     The  Agent  shall  be  the  representative  of  the  New  Beneficiary.


                                      -24-
<PAGE>
4.     The provisions of clause 23 of the Trust Deed shall apply to this Deed as
if  each     reference therein to "this Deed" included a reference to this Deed.

IN  WITNESS  WHEREOF  this  Deed  has been executed the day and year first above
written.

        [          ],
as  the  New  Beneficiary

                                   Signature:_________________________

ABACAN  RESOURCE  CORPORATION
as  a  Deed

By:     [          ]               Signature:_________________________

By      [          ]               Signature:_________________________

DAHOMEY  RESOURCE  CORPORATION
As  a  Deed

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________

LIBERTY  TECHNICAL  SERVICES  LTD.
As  a  Deed

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________


                                      -25-
<PAGE>
ABACAN  RESOURCES  (BENIN)  LIMITED
As  a  Deed

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________

WEST  AFRICAN  RESOURCE  CORPORATION
As  a  Deed

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________

AGBARA  RESOURCES  LIMITED
As  a  Deed

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________


                                      -26-
<PAGE>
ABACAN  POWER  (BENIN)  LIMITED
As  a  Deed

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________

ABACAN-ADDAX  BENIN  CONSORTIUM  S.A.
As  a  Deed

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________

ABACAN  RESOURCES  (NIGERIA)  LTD.
As  a  Deed

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________


                                      -27-
<PAGE>
ANGUS  INTERNATIONAL  RESOURCES  LTD.
As  a  Deed

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________

PROFILE  INTERNATIONAL  LTD.
As  a  Deed

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________

CREDIT  SUISSE  FIRST  BOSTON
As  Agent  and  Security  Trustee

By:     [          ]               Signature:_________________________

By:     [          ]               Signature:_________________________


                                      -28-
<PAGE>