EXHIBIT 10.15

                             JOINT VENTURE AGREEMENT

                                     between

                    YINKA FOLAWIYO PETROLEUM COMPANY LIMITED

                                       and

                         LIBERTY TECHNICAL SERVICES LTD.

                   NIGERIAN OIL PROSPECTING LICENCE (OPL) 309


<PAGE>

THIS  JOINT  VENTURE  AGREEMENT  is  made  and entered into as of the 9th day of
March,  1992  by  and  between:

YINKA FOLAWIYO PETROLEUM COMPANY LIMITED, of 15th floor, Unity House, 37 Marina,
Lagos,  Nigeria,  (herein  called  "Owner/Operator")

                                     - and -

LIBERTY  TECHNICAL SERVICES LTD., of Suite 980 McFarlane Tower 700 Fourth Avenue
S.W.,  Calgary,  Alberta,  Canada,  (herein  called  "Technical  Partner")

WHEREAS

     (a)  On  June  26,1991,  the  Government  approved  the  allocation  of the
          Concession to the Owner.

     (b)  On February 21, 1992,  the Owners and the Technical  Partner agreed to
          enter into a joint venture for the  exploration and development of the
          Concession.

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

                                    ARTICLE I
                                   DEFINITIONS

1.1     The  terms  defined  in the recitals hereof or at other instances herein
shall  have  the meaning attributed to them thereby.  In addition, the following
words  and  expressions  shall, for the purpose of this Joint Venture Agreement,
bear  the  meanings  respectively  set  opposite  them:

"AFFILIATE"  means  a company, partnership or other legal entity which controls,
or is controlled by, or which is controlled by an entity which controls a Party.
Control  means  the  ownership directly or indirectly of more than fifty percent
(50%)  of the shares or voting rights in a company, partnership or legal entity;

"AGREEMENT"  means  this  Joint  Venture  Agreement  together  with the Exhibits
attached  to  this  Joint  Venture  Agreement;

"CONCESSION"  means  the  instrument concluded between The Ministry of Petroleum
Resources,  Federal  Government  of  Nigeria  and  the  Owner and any extension,
renewal  or  amendment  thereof  agreed  to  in  writing;

"CONCESSION  AREA"  means  the  area  covered  by the Concession as described in
Schedule  "A"  attached  hereto;

                                      - 1 -
<PAGE>
"CONTROL"  when  used  in relation to Affiliate, means holding with the power to
vote  more  than  fifty  percent  (50%)  of the outstanding voting securities or
interest  of  such  Affiliate;

"COMMERCIAL  QUANTITIES"  means  Hydrocarbons  in  such quantities which, in the
opinion  of  the  Parties and the Government, will permit their being developed;

"COST  OIL"  means  forty  percent (40%) of the total production of Hydrocarbons
which is allocated to the Technical Partner for the recovery of Petroleum Costs;

"EFFECTIVE  DATE"  means  the  date  first  written  above;

"GOVERNMENT"  means  the  Federal  Government  of  Nigeria as represented by the
Minister  of  Petroleum  Resources;

"HYDROCARBONS"  means  all  substances including liquid and gaseous hydrocarbons
which  are  subject  to  and  covered  by  this  Joint  Venture;

"MINIMUM  WORK  OBLIGATIONS"  means  those  work  and/or expenditure obligations
specified  in  the  Concession  Agreement  which  must  be performed in order to
satisfy  the  obligations  as  outlined  in  the  concession  agreement;

"PARTICIPATING  INTEREST"  means the undivided percentage interest of each Party
in  the  costs required to carry out the Work Program on the Concession pursuant
to  this  Joint  Venture  Agreement;

"PARTY"  means  a  party  to  this  Agreement  and any successors or assigns, in
accordance  with  the  provisions  of  this  Agreement;

"PAYOUT"  means  that  point  where  accumulated  Cost Oil is equal to the total
Petroleum  Cost,  on  the  said  concession;

"PETROLEUM  COSTS"  means  all  costs  and expenses incurred by the Parties both
within  and  without Nigeria in connection with the exploration, development and
operation  of  the  Concession  Area;

"PROFIT OIL" means Thirty percent (30%) of the total production of Hydrocarbons,
in  excess  of Cost Oil and Tax Oil, which is allocated to the Parties as herein
provided;

"RECOVERY OF PETROLEUM COSTS" means that point in time when Petroleum Costs have
been  recovered  out  of  Cost  Oil  as  defined  in  Schedule  "C";

"SCHEDULE  "C""  means  the  Operating  Agreement  attached  hereto.

"TAX  OIL"  means  Thirty  percent (30%) of the total production of Hydrocarbons
which  is  allocated  to  the  Federal  Government  of Nigeria as payment of all
royalties  and  taxes;

                                      - 2 -
<PAGE>
"WORK PROGRAM" means the work program and budget attached hereto as Schedule "B"
for  operations  to  be  carried out on the Concession prepared by the technical
partner  and  approved  by  the  owners  and  the  Government.

1.2     All  other  terms specifically defined in the Concession and not defined
herein  shall  have  the  meanings assigned to them in the Concession unless the
context  clearly  requires  otherwise.  In addition, where the context requires,
the singular shall include the plural and the plural shall include the singular.

                                    ARTICLE II
                               GOVERNMENT APPROVAL

2.1     Upon execution of this Agreement, the Owner shall obtain the approval of
the  Government  to  the  terms  of  this  Agreement.

2.2     The  Owner  will provide the Technical Partners with evidence that it is
the  holder  of  the Concession and that the Concession is in good standing with
the  Government  as  of  the  Effective  Date.  Owner  will supply the Technical
Partner  with  a  copy  of  the  Concession  Agreement  and  any  amendments and
correspondence  relating  thereto  together  with  copies  of  all  geological,
geophysical  and  other  technical  data  which  the Owner has in its possession
relating  to  the  Concession  Area.

2.3     And Owner shall maintain said Concession in good standing throughout the
term  of  this  agreement.

                                    ARTICLE III
                               EXPLORATION PERIOD

3.1     The  Owner/Operator  will  have  the  right  to carry out an exploration
program on the Concession Area in accordance with the Work Program which will be
sufficient  to meet the Minimum Work Obligations under the Concession Agreement.

3.2     All  costs  incurred  in carrying out the Work Program shall be borne by
the  Technical  Partners.

                                    ARTICLE IV
                               DEVELOPMENT PERIOD

4.1     In the event Hydrocarbons are discovered in Commercial Quantities on the
Concession  Area,  the  owners  on  behalf  of  the  Parties  shall apply to the
Government  for an Oil Mining Lease in accordance with the applicable Government
regulations.


                                      - 3 -
<PAGE>
                                    ARTICLE V
                             PARTICIPATING INTERESTS

5.1     All  costs  incurred  in  operating and developing the concession before
Payout  shall  be  as  follows:

     Owners                   0%
     Technical  partner     100%

5.2     All  costs  incurred  in  operating  and developing the concession after
payout,  shall  be  as  follows:

     Owners                 60%
     Technical  partner     40%

5.3     In  the event the Government elects to exercise its right to participate
in  the  development of the Concession Area, the Participating Interests will be
amended  accordingly.

                                    ARTICLE VI
                            ALLOCATION OF PRODUCTION

6.1     All Hydrocarbons produced from the Concession Area shall be allocated as
follows:

     (a)  Prior to Payout:

                   COST OIL   TAX OIL   PROFIT OIL
                   ---------  --------  -----------

Technical Partner        40%        0%          15%
                   ---------  --------  -----------

Owner                     0%        0%          15%
                   ---------  --------  -----------

Government                0%       30%           0%
                   ---------  --------  -----------


     (b)  After Payout:


                   COST OIL   TAX OIL   PROFIT OIL
                   ---------  --------  -----------

Technical Partner         0%        0%          28%
                   ---------  --------  -----------

Owner                     0%        0%          42%
                   ---------  --------  -----------

Government                0%       30%           0%
                   ---------  --------  -----------


                                      - 4 -
<PAGE>
                                    ARTICLE VII
                                   ASSIGNMENT

7.1     This  Agreement  and all the provisions hereof shall be binding upon and
enure  to  the  benefit  of  the  respective parties hereto and their respective
successors  and  assigns  but  neither  this  Agreement  nor  any of the rights,
interests  or obligations hereunder or under the Concession shall be assigned by
any Party without the prior written consent of the other Party, and the Nigerian
Government  if necessary, but may be assigned to Affiliates without such consent
subject  to  the  provisions  of  this  Agreement.

                                    ARTICLE VIII
                               OPERATING AGREEMENT

8.1     All operations on the Concession Area shall be carried out in accordance
with  the  provisions  of a Model Form International Operating Agreement 1990, a
copy  of  which  is  attached  hereto  as  Schedule  "C".

8.2     All  working  interest parties to the said concession will be subject to
said  Operating  Agreement.

                                    ARTICLE IX
                      APPLICABLE LAW AND DISPUTE RESOLUTION

9.1     This  Agreement shall be governed by, construed, interpreted and applied
in  accordance  with  the  laws  of  the  United  Kingdom.

9.2     Any  dispute arising out of and relating to this Agreement and which the
Parties  have  not  settled  by  themselves,  shall  finally  be decided, to the
exclusion of the courts, by arbitration in accordance with the arbitration rules
of the International Chamber of Commerce.  Three arbitrators shall be appointed,
each  Party  appointing  one  arbitrator, and the two arbitrators thus appointed
choosing  the  presiding  arbitrator.  In  reaching  a decision, the arbitrators
shall  act  ex  aequo et bono and shall be guided primarily by the terms of this
Agreement  and  International  practice  in  similar  agreements.

                                   ARTICLE X
                                      TERM

10.1     This  Agreement  shall  remain in force and effect until all materials,
equipment and personal property used or obtained hereunder have been disposed of
and  final settlement of all payments due under the terms of this Agreement have
been  made  among  the Parties.  Thereafter, this Agreement shall terminate upon
the  occurrence  of  the  earliest  of  the  events  described  below:

     (a)  It is terminated by unanimous written consent of the Parties;

     (b)  The date on which all  interests in  production  become  vested in one
          Party;

     (c)  The expiration or termination of the Concession  Agreement,  including
          any leases granted therefrom and any extensions thereof;


                                      - 5 -
<PAGE>
(d)  Fifty years from the date hereof.

                                   ARTICLE XI
                                  MISCELLANEOUS

11.1     In  the  event  any  provisions  of  this  agreement  conflict with the
provisions  of  the Concession or the operating agreement referred to in Article
VIII, the Parties shall meet and attempt in good faith to negotiate and document
such  changes in this Agreement as may be appropriate to make it conform to such
other  documents.

11.2     This  Agreement may be amended only by a written instrument executed by
the  Parties.

11.3     This  Agreement  supersedes  any  and  all  other  agreements,  oral or
written,  among  the Parties in respect of the subject matter of this Agreement.

11.4     Each  of the Parties shall execute and deliver such other certificates,
agreements  and other documents and take such other actions as may reasonably be
requested  by  the  other  Party  in  order  to  consummate  or  implement  the
transactions  contemplated  by  this  Agreement.

11.5     All  notices, requests, demands or other communications hereunder shall
be  delivered  by  hand or sent by mail as appropriate or by facsimile, telex or
telegram  to  the  Parties  at  the  address  provided  below:


OWNERS:                             TECHNICAL  PARTNERS:
-------                             --------------------

Yinka Folawiyo Petroleum Limited    Liberty  Technical  Services  Ltd.
Unity  House  (15th  Floor)         Attention:  Earl  B.  Lewis
37  Marina                          Suite  980  McFarlane  Tower
P.O.  Box  2288                     700  Fourth  Avenue  S.W.
Lagos                               Calgary,  Alberta
Nigeria                             T2P  3J4
                                    Ph.  (403)  237-8263
                                    Fax  (403)  237-6245


                                   ARTICLE XII
                                    PAYMENTS

12.1     Upon  written approval from the Federal Government of Nigeria, in order
to continue this Agreement, Technical Partner shall make the Owner the following
payments:

     (a)  within  60 days of said  approval  or May  31,1992  which  ever is the
          latter, [confidential] (US);


                                      - 6 -
<PAGE>
     (b)  and within 90 days of said  approval or June 30,1992 which ever is the
          latter, to pay an additional [confidential] (US);

     (c)  [confidential] (US) within 30 days of conversion of this OPL to an Oil
          Mining Lease.

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

YINKA  FOLAWIYO  PETROLEUM  COMPANY  LIMITED


Per:     /s/  Tunde  Folawiyo
         --------------------


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

LIBERTY  TECHNICAL  SERVICES  LTD.

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


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

                                      - 7 -
<PAGE>
                                  SCHEDULE "A"
                                 CONCESSION MAP

(Insert  map)

                                      - 8 -
<PAGE>
                                  SCHEDULE "B"
                             WORK PROGRAM - OPL 309

<TABLE>
<CAPTION>
<S>                                       <C>                    <C>
WORK DESCRIPTION                          ESTIMATED TIMING       ESTIMATED COSTS
----------------------------------------  ---------------------  ----------------

EVALUATION OF EXISTING DATA               JUNE - JULY/92         $        200,000
----------------------------------------  ---------------------  ----------------

SHOOT NEW SEISMIC                         AUGUST - DECEMBER/92   $      1,800,000
                                          ---------------------  ----------------

PROCESS DATA AND RE-MAP                   JANUARY - FEBRUARY/93  $        200,000
                                          ---------------------  ----------------

PICK TWO LOCATIONS AND WORK UP LOGISTICS  MARCH - MAY/93         $        100,000
                                          ---------------------  ----------------

DRILL TWO TEST WELLS                      JUNE - DECEMBER/93     $     12,800,000
                                          ---------------------  ----------------

DRILL TWO CONFIRMATION WELLS              JANUARY - DECEMBER/94  $     12,800,000
                                          ---------------------  ----------------

DEVELOP FIELD(S):
- 18 WELLS                                1995 - 1997            $    100,000,000
- DESIGN AND INSTALL PRODUCTION
  FACILITIES                              1995 - 1998            $     24,000,000
                                          ---------------------  ----------------

TOTALS                                    1992 - 1998            $    151,900,000
                                          ---------------------  ----------------



CONTINUE EXPLORATION                      1997 -
CYCLE UNTIL BLOCK FULLY
DEVELOPED
</TABLE>


                                      - 9 -
<PAGE>


                                  SCHEDULE "B"
                 INTERNATIONAL JOINT VENTURE OPERATING AGREEMENT

This  document is filed as Exhibit 10.16 to the Form 10-KSB dated March 1, 1999.


                                     - 10 -
<PAGE>