Exhibit  10.24

                           PURCHASE AND SALE AGREEMENT




BETWEEN:

        ADDAX  PETROLEUM  BENIN  LIMITED

                                                               OF THE FIRST PART

                                     - and -

        ABACAN  RESOURCES  (BENIN)  LTD.

                                                              OF THE SECOND PART



<PAGE>

                                TABLE OF CONTENTS
                                -----------------


                          ARTICLE I
                        INTERPRETATION                  2
      -----------------------------------------------    
 1.1  Definitions                                       2
 1.2  Incorporation of Appendices                       4
 1.3  Appendix References                               4
 1.4  Headings                                          4
 1.5  Persons                                           4


                          ARTICLE II
                        SALE AND PRICE                  4
      -----------------------------------------------    
 2.1      Sale                                          4
 2.2      Price                                         4
 2.3      Deposit                                       5

                         ARTICLE III
                 REPRESENTATIONS AND WARRANTIES         5
      -----------------------------------------------    
 3.1      Vendor's Representations and Warranties       5
 3.2      Purchaser's Representations and Warranties    8
 3.3      No Merger                                     8
 3.4      Reliance                                      9
 3.5      Claims                                        9

                          ARTICLE IV
                      CLOSING CONDITIONS                9
      -----------------------------------------------    
 4.1      Vendor's Conditions                           9
 4.2      Purchaser's Conditions                       10

                          ARTICLE V
                           CLOSING                     10
      -----------------------------------------------    
 5.1      Pre-Closing                                  10
 5.2      Closing                                      11
 5.3      Covenants                                    11
 5.4      Conveyances                                  11
 5.5      Possession, etc.                             11

 5.6      Data and Receipts                            12


                              ii
<PAGE>
 5.7      Change of Corporate Name                     12

                          ARTICLE VI
                           GENERAL                     12
      -----------------------------------------------    
 6.1      Remedies                                     12
 6.2      Further Assurances                           12
 6.3      Construction                                 12
 6.4      Time                                         12
 6.5      Notices                                      13
 6.6      Prior Agreements and Amendments              13
 6.7      Entire Agreement                             14
 6.8      Enurement                                    14
 6.9      Assignment                                   14
6.10      Counterpart Execution                        14
6.11      Severability                                 14
6.12      Waiver                                       14
6.13      Amendment                                    15
6.14      Currency                                     15
6.15      Public Announcements                         15


                          APPENDIX A
                       BLOCK 1 CONTRACT                16

                          APPENDIX B
                       BLOCK 1 CONTRACT
                       (ENGLISH VERSION)               17

                          APPENDIX C
                       BLOCK 4 CONTRACT                18

                          APPENDIX D
                       BLOCK 4 CONTRACT
                       (ENGLISH VERSION)               19

                          APPENDIX E
                         TRUST LETTER                  20


<PAGE>
                           PURCHASE AND SALE AGREEMENT


     THIS  AGREEMENT  made  as  of  this  31st  day  of  July,  1997.

B  E  T  W  E  E  N:

ADDAX  PETROLEUM  BENIN LIMITED, a company organized and existing under the laws
of  the  Isle of Man and having its registered office at Victory House, Prospect
Hill,  Douglas,  Isle  of  Man  (hereinafter  referred  to  as  the  "Vendor")

                                                               OF THE FIRST PART

                                     - and -

ABACAN  RESOURCES  (BENIN) LTD., a company organized and existing under the laws
of  the  Bahamas  and having its registered office at Suite 303, Anbacher House,
East  Sheet  North, Nassau, Bahamas (hereinafter referred to as the "Purchaser")

                                                              OF THE SECOND PART


     WHEREAS  the  Ministry of Energy of the Republic of Benin under a Letter of
Intent  dated 8th March, 1996 expressed its intention to entrust the Vendor with
the  redevelopment  and exploitation of Seme Offshore and Onshore as well as the
exploration  Block  1  (outside  Seme)  ("Block  1")  subject  to finalising the
negotiations of the Production Sharing Contract (the "Block 1 Contract") and the
Interministerial  Commission  on  behalf of the Republic of Benin and the Vendor
have  agreed  on  certain  terms  ("Terms") for the Contract, as detailed in the
Annex  to  the  above  Letter  of  Intent,  also  dated  March  8,  1996;

     AND  WHEREAS,  one prerequisite of the Terms requires the Vendor to produce
to  the  Government  of  the  Republic  of  Benin  ("Government")  a contractual
partnership  relating to the Vendor's position as contractor under the contract;

     AND  WHEREAS,  the  Government has accepted the Purchaser as partner of the
Vendor  in  its  role  as  Co-contractor;

     AND  WHEREAS,  on  1st  February,  1997,  the Vendor and the Purchaser have
jointly  entered into the Block 1 Contract with the Government providing for the
exploitation  and  exploration  of  Block  1;

     AND  WHEREAS, on February 1, 1997 the Vendor and the Purchaser have jointly
entered  into a second Production Sharing Contract (the "Block 4 Contract") with
the  Government  providing  for  the  exploitation  and  exploration of Block 4;


<PAGE>
     AND  WHEREAS the Purchaser and the Vendor constitute the "Contractor" under
both the Block 1 Contract and the Block 4 Contract and the Contractor is defined
in  both  these  contracts  as  the  "Consortium  Addax Petroleum-Abacan Benin";

     AND  WHEREAS  pursuant  to  a  Purchase Agreement dated April 23, 1997 (the
"Purchase Agreement"), the Vendor and the Purchaser agreed, inter alia, that the
Purchaser  would  acquire  from  the  Vendor  an  additional 35% interest in the
Contracts,  that the Purchaser would pay 100% of certain of the costs payable by
the  Vendor  and the Purchaser under the Contracts, and that the Purchaser would
act  as  operator  under  the Contracts, but the parties have not completed such
purchase;

     AND  WHEREAS  the  Vendor  and the Purchaser had previously determined that
they  will  jointly  conduct  the  activities  that may be carried on within the
Republic  of  Benin  through Addax Petroleum Benin S.A. ("Addax S.A.") a company
registered  under  the  laws  of  the  Republic  of  Benin;

     AND  WHEREAS  the  Vendor  desires to sell all of its remaining interest in
Block  1 and Block 4, and under the Block 1 Contract and Block 4 Contract to the
Purchaser,  and  the Purchaser desires to purchase all of such interest from the
Vendor;

     AND  WHEREAS  the  Vendor  desires  to sell and convey all of the Shares of
Addax  S.A.  to the Purchaser, and the Purchaser wishes to purchase such Shares,
upon  the  terms  and  conditions  herein  set  forth;

     NOW  THEREFORE  in  consideration  of  the  premises  and of the covenants,
warranties,  representations,  agreements  and  payments  herein  set  forth and
provided  for,  the  parties  hereto  covenant  and  agree  as  follows:

                                    ARTICLE I
                                 INTERPRETATION
                                 --------------

1.1          DEFINITIONS

     In  this  Agreement  (including  the  recitals hereto, this clause and each
appendix):

(a)     "ASSETS" means the 50% interest owned by the Vendor in Block 1 and Block
        --------
4  and  its  50%  interest  in  and  to  all  property, assets and rights in the
Contracts,  being  all of the Vendor's right, title and interest in and to Block
1,  Block  4  and  the  Contracts;

(b)     "BANK"  means  Cr  dit  Suisse.  CH  1211  Geneva  70,  Account  number:
        ------
0251/529981/102/50  Reference:  "Jacques  Python/Benin";
        -

(c)     "BLOCK  1"  means  Block 1 and Seme located in the territorial waters of
        ----------
the  Republic  of Benin, as more particularly described in the Block 1 Contract;

(d)     "BLOCK  1  CONTRACT"  means  "Le  Contrat  pour  l'Exploration  et
        --------------------
l'Exploitation P troli res  Block Offshore No. 1 et Seme" dated February 1, 1997
between  the  Government and the Parties, a true copy of which is annexed hereto
as  Appendix  "A" and an English language translation of which is annexed hereto
as  Appendix  "B";


                                      -2-
<PAGE>
(e)     "BLOCK  4"  means  Block  4  located  in  the  territorial waters of the
        ----------
Republic  of  Benin,  as  more  particularly  described in the Block 4 Contract;

(f)     "BLOCK  4  CONTRACT"  means  "Le  Contrat  pour  l'Exploration  et
        --------------------
l'Exploitation P troli res  Block Offshore Profond No. 4" dated February 1, 1997
between  the  Government and the Parties, a true copy of which is annexed hereto
as  Appendix  "C" and an English language translation of which is annexed hereto
as  Appendix  "D";

(g)     "CFAF"  means  franc  de  la  communaut  francaise  en  Afrique;
        ------

(h)     "CONSENT"  means  the  written consent of the Government to the purchase
        ---------
and  sale  contemplated  in  this Agreement, such consent to be in a form and on
terms  satisfactory  to  both  the  Vendor  and  the  Purchaser;

(i)     "CONTRACT  AREAS"  means  collectively  the  Contract  Areas defined and
        -----------------
identified  as  such  in  each  of  the  Contracts;

(j)     "CONTRACTS"  means  collectively  the  Block  1 Contract and the Block 4
        -----------
Contract;

(k)     "CLOSING"  means  the  transfer  of  the  Assets  by  the  Vendor to the
        ---------
Purchaser  and  the  payment  by  the  Purchaser  to  the Vendor of the purchase
consideration  therefor,  and  the completion of all matters incidental thereto;

(l)     "CLOSING  DATE"  means the date on which Closing is to occur pursuant to
        ---------------
clause  5.2;

(m)     "EFFECTIVE  TIME"  means  the  time  at  which  the Closing is complete;
        -----------------

(n)     "PARTY"  or "PARTIES" means a party or the parties to this Agreement and
        -------     ---------
their  respective  successors  and  assigns;

(o)     "PLACE  OF  CLOSING"  means  the  offices  of Ma tre Nicolas de Gottrau,
        --------------------
Geneva,  located  at 9 rue Massot, Switzerland, Telephone: 41 22 1346 4645, Fax:
41  22  1346  85  76;

(p)     "PURCHASE  PRICE" shall have the meaning ascribed thereto in clause 2.2;
        -----------------

(q)     "SHARES"  means  all  of  the issued and outstanding shares in the share
        --------
capital  of  Addax S.A., which consists of as at the date hereof 2,500 shares in
the  share  capital  of  Addax  S.A.;

(r)     "TIME  OF  CLOSING"  means  the  time  on  the Closing Date at which the
        -------------------
Closing  occurs;  and

(s)     "VENDOR'S  SOLICITOR" means the law firm of Ma tre de Gottrau, Geneva, 9
        ---------------------
rue  Massot,  Switzerland,  acting  on  behalf  of  Maitre  Jaques  Python

1.2          INCORPORATION  OF  APPENDICES

     Appended  hereto  are  the  following  appendices:


                                      -3-
<PAGE>
     A  -  Block  1  Contract
     B  -  Block  1  Contract  -  English  Version
     C  -  Block  4  Contract
     D  -  Block  4  Contract  -  English  Version
     E  -  Trust  Letter

     All appendices hereto are incorporated into and form part of this Agreement
by  this  reference  as fully as though contained in the body of this Agreement.
References  to  "the  Agreement"  or  "this Agreement" in an appendix means this
Purchase  and  Sale  Agreement.

1.3          APPENDIX  REFERENCES

     Wherever any provision of any appendix to this Agreement conflicts with any
provision  of  the  body  of  this Agreement, the provisions of the body of this
Agreement  shall  prevail.

1.4          HEADINGS

     The  headings  of  clauses  and subclauses herein and in the appendices are
inserted for convenience of reference only and shall not affect or be considered
to  affect  the  construction  of  the  provisions  hereof.

1.5          PERSONS

     In  this  Agreement  references to persons include corporations, companies,
partnerships,  trustees,  trusts,  unincorporated  associations, individuals and
other  entities  of  a  similar  nature  and  references to the masculine gender
include  the  feminine  and  neuter  genders.

                                   ARTICLE II
                                 SALE AND PRICE
                                 --------------

2.1          SALE

     The Vendor agrees to sell, assign and transfer the Assets and the Shares to
the  Purchaser,  and the Purchaser agrees to purchase the Assets and Shares from
the Vendor, in accordance with and subject to the terms and conditions set forth
in  this  Agreement.

2.2          PRICE

     The  purchase  price (herein called the "Purchase Price") to be paid by the
Purchaser  to  the  Vendor  for  the  Assets  and the Shares is an aggregate One
Million  Three  Hundred  Seventy  Five  Thousand U.S. Dollars ($1,375,000 U.S.).
Subject  to  Clause 2.3, the Purchase Price shall be paid at Closing by banker's
draft.

2.3          DEPOSIT


                                      -4-
<PAGE>
(a)     Deposit  At  the  time  of execution and delivery of this Agreement, the
        -------
Purchaser  shall  pay  an amount of Four Hundred Thousand U.S. Dollars ($400,000
U.S.)  (which  amount  is  hereinafter  called  the  "Deposit")  to the Vendor's
Solicitor,  to  be held by the Vendor's Solicitor in an interest-bearing deposit
in  trust  for the Vendor and the Purchaser to be applied in accordance with the
terms  of  this  clause  2.3.

(b)     At  Closing  If  Closing  occurs, the Deposit together with all interest
        -----------
earned  thereon  shall  be  deemed  to  be  paid  over  to the Vendor in partial
satisfaction  of  the  Purchaser's  obligation  to  pay  the  Purchase Price, at
Closing.

(c)     Forfeiture  If  Closing  does  not occur solely or primarily because the
        ----------
Purchaser has wrongfully terminated this Agreement, or has wrongfully repudiated
or  failed to perform one or more of its obligations hereunder, the Vendor shall
be  entitled to the Deposit and all interest earned thereon on the Closing Date.
The  Deposit  and  such  interest  shall thereupon be forfeited to the Vendor as
liquidated  damages, and constitute a genuine pre-estimate by the Vendor and the
Purchaser  of  liquidated  damages  suffered  or to be suffered by the Vendor by
virtue  of  the  failure  of the Purchaser to close and complete the transaction
contemplated  herein  in  accordance  with  the  terms  of  this  Agreement.

(d)     Return of Deposit  If Closing does not occur solely or primarily for any
        -----------------
reason  or  circumstance including the termination of this Agreement pursuant to
subclause  5.2(b)(i)  or  (ii)  other  than  one described in subclause (c) and,
without  restricting  the generality of the foregoing, if closing does not occur
because  the  Government  does  not  provide the consent as contemplated in this
Agreement,  the Purchaser shall be entitled to the return of the Deposit and all
interest  earned  thereon,  and  the  Vendor  shall  on the Closing Date pay the
Deposit  and  such  interest  back  to  the  Purchaser.

(e)     Dispute  If  the  Vendor's  Solicitor  is  notified by the Purchaser, or
        -------
otherwise  becomes  aware  or  determines,  that  there is a dispute between the
Vendor and the Purchaser as to entitlement to all or part of the Deposit and the
interest  earned thereon, the Vendor shall,  unless the Vendor and the Purchaser
otherwise  agree  in  writing  prior  to  the  Closing Date, pay the Deposit and
interest  thereon  (or that portion thereof as to which there is a dispute as to
entitlement)  into  the  High  Court  of  Justice  in  London,  England.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

3.1          VENDOR'S  REPRESENTATIONS  AND  WARRANTIES

     The  Vendor  hereby  represents,  warrants  and  covenants  to and with the
Purchaser  that:


                                      -5-
<PAGE>
(a)     Corporate Standing of the Vendor  The Vendor is a company duly organized
        --------------------------------
and  validly  subsisting under the laws of the Isle of Man and is duly qualified
to  do  business  as  a  corporation  under  the  laws  of  Benin;

(b)     Requisite  Authority  of  the  Vendor  (i)  the Vendor has all requisite
        -------------------------------------
corporate  power  and  authority to enter into this Agreement and to perform its
obligations  hereunder and (ii) the execution and delivery of this Agreement and
the  consummation of the transaction contemplated herein by the Vendor have been
duly  authorized  by  all  necessary corporate action on the part of the Vendor;

(c)     No  Conflicts  The  execution  and  delivery  of  this Agreement and the
        -------------
consummation  of  the  transaction  contemplated  herein  by the Vendor will not
violate  nor  be  in  conflict with, or constitute a material default under, any
material provision of any agreement or instrument to which the Vendor is a party
or  is  bound,  or,  so  far  as  it is aware, any judgment, decree, order, law,
statute, rule, licence, regulation, ordinance or any other law applicable to the
Vendor;

(d)     Execution  of  Documents  (i)  this Agreement has been duly executed and
        ------------------------
delivered  by  the  Vendor and all other documents executed and delivered by the
Vendor pursuant hereto shall have been duly executed and delivered by the Vendor
and  (ii)  this  Agreement does and such documents will, constitute legal, valid
and  binding  obligations  of  the  Vendor  enforceable in accordance with their
respective  terms;

(e)     No  Default under Laws  The Purchaser has not received any notice of and
        ----------------------
so  far  as  it  is  aware  is  not in, default or violation of any order, rule,
regulation, writ, injunction or decree of any court or governmental authority or
any  statute  to  the extent that any such default or violation would materially
and  adversely  affect  the  operation  or  ownership  of  any  of  the  Assets;

(f)     Title  to  Assets  (i)  the Vendor has not done any act or thing whereby
        -----------------
any  of the Assets have been or will be sold or otherwise alienated and (ii) the
Assets  are  or  will  at  Closing  be  free  and  clear  of all liens, charges,
encumbrances,  royalties,  burdens,  production  payments, profits interests and
adverse  claims  whatsoever  created  by,  through  or  under  the  Vendor;

(g)     Quiet  Enjoyment  Subject  to  the  rents,  covenants,  conditions  and
        ----------------
stipulations in the Contracts and all other agreements pertaining to the Assets,
and  on  the  Vendor's  part  thereunder  to be paid, performed and observed, if
Closing  occurs (i) the Purchaser may continue to hold and enjoy the Assets, for
the  residue  of  their respective terms and all renewals or extensions thereof,
for  the  Purchaser's  own use and benefit without any interruption of or by the
Vendor  or any other person whomsoever claiming or to claim by, through or under
the  Vendor  and  (ii)  the  Vendor  binds  itself to warrant and defend all and
singular  the  Assets,  against  all persons whomsoever claiming or to claim the
same  or  any  part  thereof  or  any  interest therein by, through or under the
Vendor;


                                      -6-
<PAGE>
(h)     Judgments,  Lawsuits  or  Claims  There  are  no  material  judgments
        --------------------------------
unsatisfied against the Vendor or any material consent decrees or injunctions to
which  the  Vendor  is subject and there are no material proceedings, actions or
lawsuits in existence, or so far as the Vendor is aware, threatened or asserted,
against  the  Vendor  with  respect  to  any  of  the  Assets;

(i)     Shares  (i)  the  Vendor  has  or will have at the Time of Closing good,
        ------
marketable, beneficial and recorded title to the Shares purported to be owned by
the  Vendor, and such Shares are free of all mortgages, charges, liens, pledges,
claims,  security  interests and agreements and other encumbrances of whatsoever
nature  and  no person, firm or corporation has any agreement or option or right
capable  of  becoming an agreement or option for the purchase from the Vendor of
any of the Shares except as provided herein, and the Vendor has good right, full
power  and absolute authority to sell and assign its Shares to the Purchaser for
the  purpose  and  in the manner as provided in this Agreement.  Such Shares are
not  subject to any shareholder, pooling, escrow or similar agreements; (ii)  no
consents  of,  filings  with  or approval or any governmental or regulatory body
authority  is  required by the Vendor for its sale and transfer of its Shares to
the  Purchaser,  except  as  contemplated  herein;  and  (iii) the Vendor is not
obligated  to  obtain  the  written  consent  of  any  person to the transaction
contemplated  by  this Agreement other than from those persons from whom consent
has,  or  prior  to  the  Time  of  Closing,  will  be  obtained.

(j)     Due  Incorporation  and Capitalization of Addax S.A.  (i) Addax S.A. has
        ----------------------------------------------------
been  duly  registered  with the "Tribunal de Commerce" of Cotonou, on September
20,  1996  and is in good standing with respect to the filing of all returns and
notices  required  thereby; (ii) as of the date hereof the authorized and issued
share capital of Addax S.A. consists of 2,500 shares each with a value of 10,000
CFAF.  The total paid in share value amounts to 25,000,000 CFAF; (iii) as at the
date  hereof  and  at  the  Time  of  Closing there are not and will not be, any
outstanding  subscriptions,  options,  rights,  warrants  or other agreements or
commitments  obligating  Addax  S.A.  to  sell or issue any additional shares or
securities  of  any  class  of Addax S.A. or any securities convertible into any
shares  of  any class of Addax S.A.; (iv) Addax S.A. has not authorized delivery
of or delivered any application for amendment to its charter documents as at the
date  hereof.

(k)     Subsidiaries  and  Securities  Addax S.A. has no subsidiary corporations
        -----------------------------
and  owns  no  shares  or  securities  of  any  other  entity,  and there are no
agreements  of  any  nature  to acquire any subsidiary or business or to acquire
howsoever  any  other  business.

(l)     Dividends  Addax  S.A.  has not authorized the payment or declaration of
        ---------
any  distribution  on or in respect of any of its shares or securities by way of
dividend,  redemption,  purchase,  return  of  capital  or  otherwise.

(m)     Business  Addax  S.A.  has  not carried on any business or operations of
        --------
any  kind,  and  has  no  assets or liabilities, and will not have any assets or
liabilities  at  the  Time  of  Closing.

(n)     Remuneration of Officers, Etc.  No payments have been made or authorized
        ------------------------------
by  Addax  S.A. to its officers, directors, shareholders or employees, or former
officers,  directors, shareholders or employees, or to any person or company not
dealing  at  arm's  length  with  it.

(o)     Capital  Expenditures  No  capital  expenditures  have  been  made  or
        ---------------------
authorized  by  Addax  S.A

                                      -7-
<PAGE>
(p)     Employees,  Officers,  Directors,  Managers,  Consultants  The  Vendor
        ---------------------------------------------------------
guarantees  that all employees, officers and directors of Addax S.A. will resign
at  the  Closing.

3.2          PURCHASER'S  REPRESENTATIONS  AND  WARRANTIES

     The  Purchaser  hereby  represents,  warrants and covenants to and with the
Vendor  that:

(a)     Corporate  Standing  The  Purchaser  is a corporation duly organized and
        -------------------
validly  subsisting  under  the  laws of the Bahamas and is duly qualified to do
business  as  a  corporation  under  the  laws  of  Benin;

(b)     Requisite  Authority  (i)  the  Purchaser  has  all  requisite power and
        --------------------
authority  to enter into this Agreement and to perform its obligations hereunder
and  (ii)  the  execution and delivery of this Agreement and the consummation of
the  transaction  contemplated herein by the Purchaser have been duly authorized
by  all  necessary  corporate  action  on  the  part  of  the  Purchaser;

(c)     No  Conflicts  The  execution  and  delivery  of  this Agreement and the
        -------------
consummation  of  the  transaction contemplated herein by the Purchaser will not
violate  nor  be  in  conflict  with, or constitute a material default under any
material  provisions  of any agreement or instrument to which the Purchaser is a
party  or is bound, or, so far as it is aware, any judgment, decree, order, law,
statute, rule, license, regulation, ordinance or any other law applicable to the
Purchaser;

(d)     Execution  of  Documents  (i)  this Agreement has been duly executed and
        ------------------------
delivered by the Purchaser and all other documents executed and delivered by the
Purchaser  pursuant  hereto  shall  have been duly executed and delivered by the
Purchaser  and  (ii)  this  Agreement  does, and such documents will, constitute
legal,  valid and binding obligations of the Purchaser enforceable in accordance
with  their  respective  terms;  and

(e)     No  Default under Laws  The Vendor has not received any notice of and so
        ----------------------
far  as  it  is  aware  is  not  in,  default  or  violation of any order, rule,
regulation, writ, injunction or decree of any court or governmental authority or
any  statute  to  the extent that any such default or violation would materially
and  adversely  affect  the  operation  or  ownership  of  any  of  the  Assets.

3.3          NO  MERGER

     The  covenants,  representations,  warranties  and indemnities set forth in
this  Agreement  shall  be  deemed  to  apply  to  all assignments, conveyances,
transfers  and  documents conveying the Assets from the Vendor to the Purchaser.
There  shall  not  be  any merger of any covenant, representation or warranty in
such assignments, transfers or documents notwithstanding any rule of law, equity
or  statute  to  the  contrary  and  all  such  rules  are  hereby  waived.

3.4          RELIANCE


                                      -8-
<PAGE>
     Notwithstanding anything to the contrary herein expressed or implied, it is
acknowledged  that  the  covenants,  representations and warranties set forth in
clause  3.1 and 3.2 are relied upon by the Purchaser and the Vendor respectively
as  being true on the date hereof and on the Closing Date and shall be deemed to
have  been repeated at the Closing as being true in all material respects on the
Closing  Date.  Notwithstanding  the  Closing  and  deliveries  of  covenants,
representations  and  warranties  in  any  other  agreements  or certificates at
Closing  or  prior or subsequent thereto or investigations by the parties hereto
or  their  counsel,  the representations and warranties set forth in clauses 3.1
and 3.2 shall survive Closing for the benefit of the parties hereto for a period
which  shall  end  two  (2)  years after the Closing Date.  All other covenants,
representations  and  warranties  set forth herein shall survive Closing for the
benefit  of  the  parties  hereto  for  the  longest  period  permitted  by law.

3.5          CLAIMS

     If  after  Closing  a party becomes aware of any facts which give rise to a
claim  under  any of the provisions of this Agreement, it shall forthwith notify
the  other  party hereto in writing of such facts and the provisions under which
the  particular  claim  may  arise.  No  claim  may be made or legal proceedings
commenced  in  respect  of a particular claim under clause 3.1 or 3.2 by a party
hereto  thereunder  unless  such a notice in respect of the particular claim has
been given by the party advancing or who may advance the particular claim within
the  said  two  (2)  year period and legal proceedings shall not be commenced in
respect  of  a claim prior to the expiry of 30 days after the party against whom
the  claim  is  made has received written notice as aforesaid, unless before the
expiry  of  the  said  30  day period, the said two (2) year period will expire.

                                   ARTICLE IV
                               CLOSING CONDITIONS
                               ------------------

4.1          VENDOR'S  CONDITIONS

     The obligation of the Vendor to sell the Assets to the Purchaser is subject
to  the satisfaction at or prior to the Closing Date of the following conditions
precedent:

(a)     Representations  True  All  representations  and  warranties  of  the
        ---------------------
Purchaser  contained in this Agreement shall be true in all material respects at
and  as of the Closing Date and the Purchaser shall have performed and satisfied
all  covenants  and  agreements  required  by this Agreement to be performed and
satisfied  by  the  Purchaser  at  or  prior  to  the  Closing  Date;

(b)     Payment  The Purchaser shall have tendered in the form stipulated herein
        -------
the  total  amount  payable  at  Closing  by  the  Purchaser  to the Vendor; and


                                      -9-
<PAGE>
(c)     Consents  All  consents,  waivers, permissions and approvals required in
        --------
connection  with  the  sale  and  purchase  contemplated  herein shall have been
obtained,  including  the  Government  Consent.

The  conditions  of  this  clause 4.1 shall be for the benefit of the Vendor and
may,  without  prejudice to any of its rights hereunder, be waived by the Vendor
in  writing,  in  whole  or  in  part,  at  any  time.  In  case any of the said
conditions shall not be complied with, or waived by the Vendor, at or before the
Closing  Date,  the  Vendor  may  rescind or terminate this Agreement by written
notice  to  the  Purchaser.

4.2          PURCHASER'S  CONDITIONS

     The  obligation  of the Purchaser to purchase the Assets from the Vendor is
subject  to  the  satisfaction  at or prior to the Closing Date of the following
conditions  precedent:

(a)     Representations  True  All  representations and warranties of the Vendor
        ---------------------
contained  in this Agreement shall be true in all material respects at and as of
the Closing Date and the Vendor shall have performed and satisfied all covenants
and  agreements  required by this Agreement to be performed and satisfied by the
Vendor  at  or  prior  to  the  Closing  Date;  and

(b)     Government  Consent  The  Government  shall have provided the Consent to
        -------------------
the  purchase  and  sale in the manner contemplated in this Agreement, by August
31,  1997,  or  at  the  election  of  the  Purchaser  September  30,  1997.

The  conditions of this clause 4.2 shall be for the benefit of the Purchaser and
may,  without  prejudice  to  any  of  its  rights  hereunder,  be waived by the
Purchaser in writing, in whole or in part, at any time.  In case any of the said
conditions  shall  not be complied with, or waived by the Purchaser at or before
the  Closing  Date,  the  Purchaser  may  rescind or terminate this Agreement by
written  notice  to  the  Vendor.

                                    ARTICLE V
                                     CLOSING
                                     -------

5.1          PRE-CLOSING

     At  9:00  a.m.  (local  Geneva  time) on the last business day prior to the
Closing  Date,  the  Vendor and the Purchaser shall meet at the Place of Closing
and  shall  execute  and place in escrow with the Vendor's solicitors all of the
documents  referred  to in clause 5.4 and all other documents required hereunder
to  be  delivered  at  Closing  other than any payments required hereunder.  The
aforementioned  documents shall be withdrawn from escrow at Closing for delivery
to  the  parties  in  accordance  with  this Agreement.  The Vendor shall not be
required  to  execute  at Closing any document of a type described in clause 5.4
unless a draft of the particular document in final form has been delivered to it
not  later  than  two  business  days  prior  to  the  Closing  Date.


                                      -10-
<PAGE>
5.2          CLOSING

(a)     Closing  shall  occur at the Place of Closing at 6:00 p.m. (local Geneva
time)  on  the later of:  (i) August 31, 1997; or (ii) the day that is the tenth
business  day after both the Vendor and the Purchaser have been advised that the
Government  has  granted  its  Consent  to  the transaction contemplated by this
Agreement;  or

(b)     If  the  Consent  is not received by August 31, 1997, then the Purchaser
shall  either:  (i)  terminate  this  Agreement,  in  which case the Deposit and
interest  shall  be  refunded  to  the Purchaser without set-off or deduction as
provided  for in subclause 2.3(d); or (ii) extend the term of this Agreement for
an  additional 30 days.  If the Purchaser extends the term of this Agreement for
an  additional thirty (30) days but the Consent is not received by September 30,
1997,  then after September 30, 1997 the Purchaser may terminate this Agreement,
in  which  case  the  Deposit  and  interest  shall be refunded to the Purchaser
without  set-off  or  deduction  as  provided  for  in  subclause  2.3(d).

5.3          COVENANTS

     Each of the parties hereto covenants and agrees with the other party hereto
to  use  all reasonable efforts until Closing to take or refrain from taking all
actions  with  the  intent  that  the closing conditions set forth in Article IV
herein  shall be satisfied, the representations and warranties herein made by it
shall  be  true  and  correct and all covenants and agreements herein made by it
shall  have  been  performed.

5.4          CONVEYANCES

     At  Closing,  the  Vendor shall deliver to the Purchaser, and the Purchaser
shall deliver to the Vendor, all transfers, assignments and novation agreements,
conveyances  and  bills  of sale with respect to the Assets and Shares as may be
reasonably  required  by  the  Vendor or the Purchaser for the purpose of giving
effect  to  this  Agreement.  It will not be necessary for any such documents to
have  been executed prior to or to be executed at Closing by any parties thereto
other  than  the Vendor and the Purchaser.  The Vendor shall co-operate with the
Purchaser  to  enable the Purchaser to secure execution of all such documents by
such  other  parties  after  Closing.  If  Closing  occurs,  the Purchaser shall
thereupon  be liable for and shall perform as they become due all obligations in
respect  of  the  Assets  arising, occurring or relating to any period after the
Effective  Time including without limitation the payments of all royalties under
the  Contracts  and  the  performance  of  all  obligations  under all operating
agreements  relating  to the Assets, notwithstanding that parties other than the
Vendor  and  the  Purchaser  may not have executed documents referred to in this
clause  5.4.

5.5          POSSESSION,  ETC.

     Possession  of  and  title  to  the Assets and Shares will pass at Closing.

                                      -11-
<PAGE>
5.6          DATA  AND  RECEIPTS

     At  the  Closing  the  Vendor  shall  deliver  to  the  Purchaser all data,
interpretations  and  records  which  the  Vendor  has  acquired upon Operator's
consent and/or for and on behalf of the joint account under the Block 1 Contract
and  Block  4  Contract.

     The  parties  acknowledge  that,  pursuant  to the Block 1 Contract and the
Block  4 Contract, the Government of Benin is the owner of certain data.  In the
event  that  the Government of Benin shall require delivery of any data to which
it  is entitled under the Block 1 and Block 4 Contract, the Vendor shall deliver
such  data  either  to  the  Government or to the Purchaser to hold as custodian
pursuant  to  the  terms  of  the  Block  1  Contract  and  Block  4  Contract.

5.7          CHANGE  OF  CORPORATE  NAME

     Upon  closing  of  the  purchase and sale of the Shares, the Purchase shall
cause  the  name  of  Addax  S.A.  to  be renamed to Abacan Petroleum Operations
(Benin) S.A. and obtain a new registered seat in Cotonou, Benin, such changes to
occur  as  soon  as  reasonably  possible  following  the  Closing.

                                   ARTICLE VI
                                     GENERAL
                                     -------

6.1          REMEDIES

     If  a  party  hereto  improperly  fails  to  perform any of its obligations
hereunder,  the  other  party  shall be entitled to all remedies available to it
under  this  Agreement,  at  law,  in  equity  or otherwise, expressly including
without  limitation specific performance.  The exercise by a party hereto of any
particular  remedies  shall  not  preclude the party from seeking, exercising or
invoking  any  other  remedy  available  to it.  The aforementioned remedies are
cumulative,  and  not  mutually  exclusive  or  dependent  upon  each  other.

6.2          FURTHER  ASSURANCES

     At  Closing  and  thereafter  as may be necessary or desirable, and without
further consideration, the parties hereto shall execute, acknowledge and deliver
such  other  instruments and shall take such other action as may be necessary to
carry  out  their  respective  obligations  under  this  Agreement.

6.3          CONSTRUCTION

     The  Agreement  herein  shall,  in  all  respects,  be  subject  to  and be
interpreted,  construed and enforced in accordance with English law.  Each party
hereto  accepts  the jurisdiction of the High Court of Justice in London and all
courts  of  appeal  therefrom  without  reference  to  arbitration.

6.4          TIME

     Time  shall  be  of  the  essence  in  this  Agreement.


                                      -12-
<PAGE>
6.5          NOTICES

     The  address  for notice of each of the parties hereto shall be as follows:

     (a)     by  mail  or  delivery:

     Vendor:     Addax  Petroleum  Benin  Limited
                 9,  rue  du  Valais
                 CH  1202,  Geneve,Switzerland
                 Attention:  President


     Purchaser:  Abacan  Resources  (Benin)  Limited
                 7th  Floor,  Folawiyo  Plaza
                 38  Warehouse  Road
                 Apapa,  Lagos,  Nigeria
                 Attention:  President


(b)     by  telephone  or  telecopier:

        Purchaser:    Telephone:     234 1545 0283
                      Fax:           234 1545 0301

        Vendor:       Telephone:     44 22 741 5010
                      Fax:           44 22 741 5020


Either of the parties hereto may from time to time change its address for notice
herein  by  giving  written notice to the other party hereto.  Any notice may be
served by delivery to a party hereto or by mailing the same by prepaid post in a
properly  addressed  envelope  addressed  to the party hereto at its address for
notice hereunder or by telecopier to the telecopier number for notice hereunder.
Any  notice  given by delivery to a party hereto shall be deemed to be given and
received on the date of such delivery.  Any notice given by mail shall be deemed
to  be given and received on the sixth day (except Saturdays, Sundays, statutory
holidays and days upon which postal service in England is interrupted) after the
mailing thereof.  Any notice given by telecopier shall be deemed to be given and
received  on  the  day  that  it  is  sent.

6.6          PRIOR  AGREEMENTS  AND  AMENDMENTS

     Upon  Closing  being  completed, this Agreement shall supersede and replace
any and all prior agreements between the parties hereto relating to the sale and
purchase  of  the  Assets  or  any  portion  and  may be amended only by written
instrument  signed by the parties hereto.  For greater certainty, this Agreement
shall not terminate the rights of the Parties under the Purchase Agreement dated
April  23,  1997  such that if this Agreement does not close the Parties will be
returned  to  the  same  positions  they  were  in  as  of the date prior to the
execution  of  this  Agreement.  If  this  Agreement is completed, the Purchaser
shall  not be under any obligation to make the payment required to be made under
the  April  23,  1997  Purchase  Agreement,  as  it is acknowledged that the 35%
interest  that  is  the  subject of that Purchase Agreement is a part of the 50%
interest  being  acquired  pursuant  to  this  Agreement.


                                      -13-
<PAGE>
6.7          ENTIRE  AGREEMENT

     This  Agreement  (including all appendices hereto) states and comprises the
entire  agreement  between  the  parties  hereto.  There  is  no representation,
warranty or collateral agreement relating to the sale and purchase of the Assets
except  as  expressly  set  forth  herein.

6.8          ENUREMENT

     This  Agreement shall be binding upon and shall enure to the benefit of the
parties  hereto  and  their respective successors, receivers, receiver-managers,
trustees  and  permitted  assigns.

6.9          ASSIGNMENT

     Neither  party  hereto  may  assign  this Agreement or any of its rights or
obligations  hereunder  without  first  obtaining the consent of the other party
hereto.

6.10          COUNTERPART  EXECUTION

     This  Agreement  may  be  executed and delivered in counterparts and, if so
executed  and  delivered, the execution and delivery of a counterpart by each of
the  parties  hereto  shall constitute execution and delivery of this Agreement.

6.11          SEVERABILITY

     If any provision of this Agreement or the application thereof to any person
or in any circumstances shall be held to be invalid, the remaining provisions of
this  Agreement,  and the application of the particular provision to persons and
in  circumstances  other  than those as to which it had been held to be invalid,
shall  not  be  affected  by  the  invalidity.

6.12          WAIVER

     The  failure  of any party to insist upon strict performance of a provision
of  this  Agreement,  irrespective  of  the length of time for which the failure
continues,  shall  not constitute a waiver of the party's right to demand strict
compliance  thereafter.  No  consent or waiver, express or implied, to or of any
breach  or  default  in the performance of any provision of this Agreement shall
constitute  a  consent  or  wavier  to  or  of  any  other  breach  or  default.

6.13          AMENDMENT

     No  amendment  to this Agreement shall be valid unless it is in writing and
signed  by  the  parties  hereto.

6.14          CURRENCY

     All amounts of money referred to herein and all payments hereunder shall be
in  United  States  dollars.


                                      -14-
<PAGE>
6.15          PUBLIC  ANNOUNCEMENTS

     The  parties  shall  cooperate  with  each  other  in  relaying information
concerning  this  Agreement  and  the  transaction herein contemplated and shall
furnish  to  and  discuss  with  the  other  party drafts of all press and other
releases  prior  to  publication;  and  in  particular,  without  limiting  the
generality of the foregoing, the Purchaser shall not without the express written
consent  of  the Vendor reveal in any such release the identity of the Vendor or
the  value  of  the  transaction herein contemplated.  Nothing contained in this
clause  shall prevent a party at any time from furnishing any information to any
governmental  agency  or regulatory authority or to the public if required to do
so  by  any  applicable  law  or  regulation.

     IN  WITNESS  WHEREOF  the seals of the parties hereto have been affixed and
this  Agreement has been delivered by their duly authorized officers on the date
first  above  written.

          ADDAX  PETROLEUM  BENIN  LIMITED


          Per:  /s/  Peter  J.  Fleimish
                ------------------------
          PETER  J.  FLEIMISH,  GENERAL  MANAGER



          ABACAN  RESOURCES  (BENIN)  LTD.



          Per:  /s/  Wade  Cherwayko
                --------------------
          WADE  G.  CHERWAYKO  -  PRESIDENT



          Per:  /s/  Tunde  Folawiyo
                --------------------
          TUNDE  FOLAWIYO  -  VICE-PRESIDENT

                                      -15-
<PAGE>
                                   APPENDIX A
                                BLOCK 1 CONTRACT

French  Text  -  Not  required  to  be  filed


                                      -16-
<PAGE>
                                   APPENDIX B
                                BLOCK 1 CONTRACT
                                (ENGLISH VERSION)

This document has been filed as Exhibit 10.23 to the Form 10-KSB dated effective
March  1,  1999.


                                      -17-
<PAGE>
                                   APPENDIX C
                                BLOCK 4 CONTRACT


French  Version  -  Not  required  to  be  filed.


                                      -18-
<PAGE>
                                   APPENDIX D
                                BLOCK 4 CONTRACT
                                (ENGLISH VERSION)

This document has been filed as Exhibit 10.22 to the Form 10-KSB dated effective
March  1,  1999.


                                      -19-
<PAGE>
                                   APPENDIX E
                                  TRUST LETTER

July,  1997

ON  BEHALF  OF  MA  TRE  JACQUES  PYTHON:
MA  TRE  NICOLAS  DE  GOTTRAU
9  RUE  MASSOT
GENEVA,
SWITZERLAND

Dear  Sirs:


The  undersigned,  Abacan  Resources  (Benin)  Ltd.  (herein  referred to as the
"Purchaser"),  and  Addax  Petroleum  Benin  Limited  (herein referred to as the
"Vendor"),  are  parties  to  a  certain Purchase and Sale Agreement, dated July
,1997  between  the  Purchaser  and  the  Vendor  (herein  referred  to  as  the
"Agreement")  a  true  copy  of  which  is  attached hereto as Schedule "A".  In
connection  with  the  Closing of the transactions contemplated in the Agreement
the  Purchaser  has  placed  on  deposit  with you the sum of $400,000.00 (U.S.)
(herein  referred  to  as  the  "Funds"),  in  trust,  with  interest  to follow
principal,  pursuant  to  the terms hereof and thereafter to be held in trust by
you  as  follows:

a)     If  the  Closing  occurs  $400,000.00  (U.S.)  together with all interest
earned  thereon  shall  be  released  to  the  Vendor  at  the  Closing;  or

b)     If  the  Closing  does  not  occur  $400,000.00  (U.S.) together with all
interest earned thereon shall be released to the Purchaser on September 1, 1997,
or  October  1, 1997 if the Purchaser has elected to extend the Closing pursuant
to  Clause  5.2  (b)  of  the  Agreement.

7.     Unless  you  have  been  advised  otherwise  in  writing  jointly by both
parties,  you  shall  be  at liberty and hereby directed to release the Funds in
accordance  with  the  provisions  hereof  and  the parties hereto agree to such
release  thereof.  You  shall be entitled to release the Funds only on the joint
instructions  made  either  by  fax,  letter  or  by  courier  and signed by the
President  of the Purchaser, Mr. Wade Cherwayko and the President of the Vendor,
Mr.  Marc  Lorenceau  jointly.

8.     You shall have no duties or obligations other than those specifically set
forth  herein.

9.     You  shall  not  be  obligated  to  take any legal action hereunder which
might,  in your judgment, involve any expense or liability unless you shall have
been  furnished  with reasonable retainer or indemnity in respect thereof by the
undersigned,  or  any  one  thereof.

10.    You  are  not bound in any way by any other contract or agreement between
the parties hereto whether or not you have knowledge thereof or of its terms and
conditions and your only duty, liability and responsibility shall be to hold and
deal  with  the  Funds  as  herein  directed.

11.    You  shall  be  entitled  to  assume  that  any  instruction,  notice and
evidence  received  by  you  pursuant  to  these instructions from either of the
undersigned has been duly executed by the party by whom it purports to have been
signed  and  you  shall  not  be  obligated  to  inquire into the sufficiency or
authority  of  any  signatures  appearing  on  such  notice  or  evidence.

                                      -20-
<PAGE>
12.    The  undersigned  jointly  and  severally covenant and agree to indemnify
you and to hold you harmless against loss, liability or expense incurred without
negligence  or  bad  faith on your part arising out of or in connection with the
administration  of  your  duties  hereunder, including the costs and expenses of
defending  you  against  any  claim  or  liability  arising  therefrom.

13.    In  the  event  of  any  disagreement between any of the parties to these
instructions  or  between them or any of them and any other person, resulting in
adverse  claims  or  demands  being made in connection with the Funds, or in the
event  that  you,  in good faith, are in doubt as to what action you should take
hereunder,  you may, at your option, refuse to comply with any claims or demands
on  you,  or  refuse  to  take  any  other  action  hereunder,  so  long as such
disagreement  continues  or  such doubt exists, and in any such event, you shall
not  be or become liable in any way or to any person for your failure or refusal
to  act,  and  you shall be entitled to continue so to refrain from acting until
(i)  the  rights  of all parties shall have been finally adjudicated by the High
Court  of  Justice  in  London  and  all  courts of appeal therefrom or (ii) all
differences  shall  have been adjusted and all doubt resolved by agreement among
all  of  the  interested  parties,  and  you shall have been notified thereof in
writing  signed  by  all  such  parties.  Your  rights  under this paragraph are
cumulative  of  all  other  rights  which  you  may  have  by  law or otherwise.

14.    For  the  purpose of these instructions, the addresses of the undersigned
are  as  set  out  in  the  Agreement.

15.    The  terms  of  these  instructions  are  irrevocable  by the undersigned
unless  revocation  is  consented  to  in  writing  by  all  of the undersigned.

16.    The  terms  herein  shall  be binding upon you and your successors in the
practise  of  law  and  upon  the  undersigned and the respective successors and
assigns  to  the  undersigned.

17.    Unless  otherwise  set  forth  herein  to the contrary, all terms as used
herein  shall  have  the  same  meaning  as  ascribed  to them in the Agreement.

18.    You  shall  be  entitled,  upon notice to the undersigned, to assign your
rights  and  obligations  under this agreement to a member of the Law Society of
Switzerland  residing in and practising law in the city of Geneva, provided that
such assignment shall not be effective unless and until such assignee has agreed
in  writing  to  assume  such  obligations.

19.    Any  dispute  out  of or in connection with this trust letter between the
Vendor's  Solicitor  on  one  side and the Purchaser and the Vendor on the other
side  should  be  construed and interpreted under the law of Switzerland, Canton
Geneva,  and  shall  be  settled  under the jurisdiction of the Court of Geneva,
Switzerland.


                                      -21-
<PAGE>
Please  confirm  the  arrangement  herein  provided  by  signing  below.


                                Yours  very  truly,


                                ABACAN  RESOURCES  (BENIN)  LTD.


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


                                ADDAX  PETROLEUM  BENIN  LIMITED


                                Per:/s/  Peter  Fleimish
                                    --------------------



The  undersigned  agrees  to hold and deal with the Funds in accordance with the
above  instructions.


Dated  at  the  City  of  Geneva,  Switzerland,  as  of  the  day of July, 1997.


                       ON  BEHALF  OF  MA  TRE  JACQUES  PYTHON:
MA  TRE  NICOLAS  DE  GOTTRAU


                                Per:/s/  Nicholas  de  Gottrau
                                    --------------------------
                                      [AUTHORIZED SIGNATURE]


<PAGE>