EXHIBIT  10.12

                                ROYALTY AGREEMENT
                        NIGERIAN OIL CONCESSION BLOCK 469

Date  effective  the  19th  day  of  August,  1993.

BETWEEN:

        LIBERTY  TECHNICAL  SERVICES  LTD.
        a  body  corporate,  having  an  office  in  the  City  of
        Lagos,  Nigeria  (the  "Grantor")

                                     - and -

        ABACAN  INTERNATIONAL  RESOURCE  MANAGEMENT  INC.
        a  body  corporate,  having  an  office  in  the  City  of
        Lagos,  Nigeria  (the  "Royalty  Owner")

RECITALS:

1.   The  Royalty  Owner was  instrumental  in  introducing  the  Grantor to the
     Nigerian  Oil  Industry,  the  Indigenous  Nigerian Oil Program and certain
     indigenous Nigerian oil concession owners;

2.   The Royalty Owner was  instrumental in assisting the Grantor with obtaining
     recognition  with  the  Nigerian  Ministry  of  Petroleum  Resources,  such
     recognition  being a  requirement  of the Ministry for a company to acquire
     and maintain a Participating  Interest in oil concession properties located
     in Nigeria;

3.   The Grantor and Royalty  Owner have agreed that the Royalty  Owner shall be
     entitled to a gross overriding royalty on petroleum substance production by
     or through the Grantor in Nigeria as follows:

NOW  THEREFORE,  the  Grantor  and  Royalty  Owner  agree  as  follows:


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1.   The  Grantor  hereby  grants  to the  Royalty  Owner,  effective  as of the
     effective  date  hereof,  and  subject  to the  limitations  set  forth  in
     Paragraph 2 herein, an overriding royalty (the "Overriding Royalty") on any
     and all oil, natural gas and condensate  ("Petroleum  Substances") produced
     from Nigerian oil concession block 469 ("Concession  Block 469"). The gross
     volume of Petroleum  Substances  comprising the Overriding Royalty shall be
     one and one half percent (1.5) of the gross monthly production of Petroleum
     Substances  generated from producing wells attributable to the Grantor. For
     greater certainty, the Royalty Owner shall be entitled to receive 0.825% of
     all Petroleum  Substances  produced from Concession Block 469 before payout
     and 0.420% of all Petroleum  Substances  produced from Concession Block 469
     after  payout.  The  Overriding  Royalty  shall not be  considered to be an
     interest in land,  but rather an interest only in the Petroleum  Substances
     actually produced from Concession Block 469.

2.   The grant of the  Overriding  Royalty  Owner  shall not  include  Petroleum
     Substances which the Grantor uses and considers to be reasonably  necessary
     for the Grantor's  drilling and production  operations for Concession Block
     469  and  shall  not  include   Petroleum   Substances  which  the  Grantor
     unavoidably  loses in  those  drilling  and  production  operations.  These
     drilling  and  production  operations  include  the  use of  the  Petroleum
     Substances in batteries, treaters, compressors,  separators, satellites and
     similar  equipment  serving only royalty wells on Concession  Block 469 but
     shall not include the use of Petroleum Substances for any enhanced recovery
     operations  or fuel stock for any  battery or  satellite  serving  wells in
     addition of royalty wells on  Concession  Block 469 or for any gas plant or
     refinery.

3.   The proceeds of sale of the Overriding  Royalty which the Grantor  realizes
     from the  disposition  of Petroleum  Substances  produced  from the Royalty
     Lands shall be subject to the same  adjustments  for costs and  expenses of
     bringing the Petroleum Substances to the point of sale as the Grantor would
     be entitled to deduct  therefrom if the Overriding  Royalty were the lessor
     royalty  accruing  to  the  Nigerian   Ministry  of  Petroleum   Resources.
     Regulations  pertaining to prices for the calculation of royalties  payable
     to the  Government of Nigeria for  Concession  Block 469 shall apply to the
     Petroleum  Substances  relating the Overriding  Royalty in determining  the
     value of the Overriding Royalty.

4.   When the  Grantor  receives  any money on account of or as the  proceeds of
     sale of the Petroleum  Substances relating to the Overriding  Royalty,  the
     Grantor  shall  receive  that money as trustee for the Royalty  Owner.  The
     Grantor shall remit to the Royalty Owner all monies accruing to the Royalty
     Owner on account of the Overriding Royalty on or before the last day of the
     calendar  month next  following the calendar  month in which such Petroleum
     Substances were sold. The Grantor shall enclose with that payment a copy of
     all  reports  the  Grantor  is  required  to submit  under  any  applicable
     government  regulations for the production of such Petroleum Substances and
     a written  statement  showing in reasonable  detail the manner in which the
     Grantor calculated that payment.


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5.   The  Grantor  shall  comply  with  all  terms  and  conditions  of the  oil
     prospecting license or oil mining lease in effect for Concession Block 469,
     including  the payment of rentals,  royalties  and the  performance  of all
     things  necessary to maintain the title  documents in good  standing and in
     full force and effect, all in accordance with and subject to the provisions
     of the  Joint  Venture  Agreement  between  the  Grantor  and the  owner of
     Concession Block 469. This clause shall not, however,  obligate the Grantor
     to conduct any drilling,  geophysical or geological operation on Concession
     Block 469 or to pay compensatory  royalty to maintain a title document,  as
     it pertains  to  Concession  Block 469, in full force and effect  where the
     requirement to conduct such operation or to pay compensatory royalty may be
     avoided by the surrender of lands subject to the affected title document to
     the issuer thereof.  The Grantor shall comply with all terms and conditions
     of any encumbrances agreed to be borne by the Grantor.

6.   Each  Party  entitled  to  information  obtained  hereunder  may  use  such
     information  for its sole  benefit.  However,  the parties  shall take such
     measures  with  respect  to  operations   and  internal   security  as  are
     appropriate in the  circumstances to keep  confidential  from third persons
     all such information,  except  information which the Parties have expressly
     agreed among themselves to release and information disclosed by a Party:

     (a)  When and to the extent  required  by any  government  regulations  and
          securities  laws  applicable  to such Party,  provided that such Party
          shall  invoke  any  confidentiality   protection   permitted  by  such
          government regulations and securities law;

     (b)  to an  affiliate,  provided  that such  Party  shall be deemed to have
          required  such  affiliate to maintain the  confidential  status of the
          disclosed  information and that such affiliate shall be deemed to have
          accepted such  obligation  and that such Party shall be liable for any
          loss suffered by the Parties,  or any of them,  because of the failure
          of such affiliate to maintain such information confidential;

     (c)  to a third  party to which such Party has been  permitted  to assign a
          portion of its interest hereunder, provided that a binding covenant is
          obtained  from such third person prior to disclosure  which  provides,
          inter alia, that none of such information  shall be disclosed by it to
          any other third person;

     (d)  to the technical,  financial or other professional consultants of such
          Party which requires such information to provide their service to such
          Party or to a bank or other  financial  institution  from  which  such
          Party is  attempting  to  obtain  financing,  provided  that a binding
          covenant is obtained from such  consultant  or financier,  as the case
          may be, prior to such  disclosure,  which  provides,  inter alia, that
          none of such  information  shall be disclosed by it to any other third
          person  or use for any  purpose  other  than  advising  such  Party or
          providing financing to such Party, as the case may be; and

          However,  the  confidentiality  obligation  in this  Clause  shall not
          extend  to  information  to the  extent  it is in the  public  domain,
          provided that specific items of information shall not be considered to
          be in the public domain merely because more general  information is in
          the public domain.


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7.   If any Party is prevented by force majeure from  fulfilling  any obligation
     hereunder,  the  obligations of the Party,  insofar only as its obligations
     are  affected  by the force  majeure,  shall be  suspended  while the force
     majeure  continues to prevent the  performance  of such  obligation and for
     that time  thereafter as that Party may  reasonably  require to commence to
     fulfil such obligation. A Party prevented from fulfilling any obligation by
     force  majeure shall  promptly  give the other Parties  notice of the force
     majeure and the affected obligations.

8.   For the purpose of this Clause,  "force majeure" means an occurrence beyond
     the reasonable  control of the Party  claiming  suspension of an obligation
     hereunder,  which has not been caused by such Party's  negligence and which
     such Party was unable to prevent  or  provide  against by the  exercise  of
     reasonable  diligence at a reasonable cost and includes,  without  limiting
     the  generality  of  the  foregoing,   an  act  of  God,  war,  revolution,
     insurrection,  blockage,  riot,  strike,  a  lockout  or  other  industrial
     disturbance,  fire, lightning,  unusually severe weather,  storms,  floods,
     explosion,   accident,  shortage  of  labour  or  materials  or  government
     restraint, action, delay or inaction.

9.   No waiver by any Party of any breach (whether actual or anticipated) of any
     of the covenants, provisos, conditions, restrictions or stipulations herein
     contained  shall take effect or be binding  upon that Party unless the same
     is expressed in writing  under the  authority of that Party.  Any waiver so
     given shall  extend only to the  particular  breach so waived and shall not
     limit or affect any rights with respect to any other future breach.

10.  Each  Party  shall  from time to time and at all times do all such  further
     acts and execute and deliver  all  further  deeds and  documents  as may be
     reasonably  required  in order to  perform  and  carry on the terms of this
     Royalty Agreement.

11.  This  Royalty  Agreement  supersedes  all  other  requirements,  documents,
     writing and verbal  understandings among the Parties relating to Concession
     Block 469 and any production facilities, and expresses all of the terms and
     conditions  agreed upon by the Parties with respect to the Concession Block
     469.

12.  This Royalty  Agreement shall for all purposes be construed and interpreted
     according  to the laws of England  applicable  therein.  The courts  having
     jurisdictions  with respect to matters  relating to this Royalty  Agreement
     shall be the Courts of England.

     THIS  AGREEMENT  EFFECTIVE  as  of  the  day  and year first above written.


                                   LIBERTY TECHNICAL SERVICES LTD.


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

                                   ABACAN INTERNATIONAL RESOURCE MANAGEMENT INC.


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


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