EXHIBIT  10.3


                             JOINT VENTURE AGREEMENT


                                     BETWEEN


                               AMNI INTERNATIONAL
                      PETROLEUM DEVELOPMENT COMPANY LIMITED


                                       AND


                        LIBERTY TECHNICAL SERVICES LTD. ,



                               REGARDING THE DEEP
                            ZONES OF  THE  IMA FIELD









                                  JUNE 30, 1998

<PAGE>
THIS  JOINT  VENTURE  AGREEMENT  is  made  effective  as of June 30, 1998 by and
between:


     AMNI  INTERNATIONAL  PETROLEUM  DEVELOPMENT
     COMPANY  LIMITED,  of  Plot  1377  B  Tiamiyu  Savage  Street,
     Victoria  Island,  P.O.  Box  54452,  Faloma  Ikoyi,  Lagos,  Nigeria,
     (hereinafter  referred  to  as  the  AOwner/Operator@)

                                       and

     LIBERTY  TECHNICAL  SERVICES  LTD.  ,,  of  7th  Floor,
     Folawiyo  Plaza,  38  Warehouse  Road,  Lagos,  Nigeria,  (hereinafter
     referred  to  as  "Liberty")


WHEREAS:

(a)  The Owner/Operator and Liberty elected to establish a joint venture for the
     exploration and  development of Concession  Block 469 pursuant to the terms
     of the  Joint  Venture  Agreement  (Restated)  dated  August  19,  1993 and
     Restated at September 15, 1995.

(b)  The Owner/Operator and Liberty elected to establish a joint venture for the
     exploration and  development of Concession  Block 237 pursuant to the terms
     of the  Joint  Venture  Agreement  (Restated)  dated  December  2, 1994 and
     Restated at September 15, 1995.

(c)  Owner/Operator  and Liberty  have elected to  terminate  the Joint  Venture
     Agreements  referenced  in the  preceding  paragraphs  and  now  desire  to
     establish a joint venture for the  exploration  and development of the Deep
     Zones of the IMA Field, subject to and in accordance with the terms hereof.

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

                    ARTICLE I - DEFINITIONS AND INTERPRETATION
                    ------------------------------------------

1.1     In  this  Agreement,  the  recitals  and  schedules attached hereto, the
following  words  and  expressions  shall  have  the  meanings  respectively set
opposite  them:

"ACCOUNTING  PROCEDURE"  means  the accounting procedure attached to and forming
part  of  the  Joint  Operating  Agreement.


<PAGE>
"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,
and for the purpose hereof, "control" means the ownership directly or indirectly
of more than fifty (50%) percent of the shares or voting rights or privileges in
a  company,  partnership  or  legal  entity.

"AGREEMENT"  "hereof",  "herein",  "hereto"  and  similar expressions means this
Joint  Venture  Agreement  together  with  the schedules attached hereto and any
amendment  or  amendments made between the Parties in writing from time to time.

"COMMERCIAL  QUANTITIES" means Petroleum in such commercial quantities which, in
the  opinion  of  the  Parties  and  to  the  satisfaction  of the Minister, are
sufficient  to  entitle  the  Parties  to  commence  production.

"CONCESSION  BLOCK  237" means the surface area delineated in OPL 237 details of
which  are more particularly described in the survey plan annexed to OPL 237, as
such  area  may  vary  from  time  to  time  during  the term of OPL 237 and any
extensions  thereto  or  any  oil  mining  leases  arising  therefrom.

"DEEP  ZONES"  means  all  geological formations within and around the IMA Field
that  are  north  (upthrown)  and  south  (downthrown)  of  the geological fault
dividing  the  IMA  field,  all  depths below the geological producing reservoir
within  the IMA Field, known as the AF@ sand, as currently shown on the maps and
schematic  cross-section materials covering the IMA Field, which are attached as
Schedule AD@ to the Joint Venture Agreement between Amni International Petroleum
Company Limited and Liberty Technical Services Ltd, of even date herewith, lying
within  the geographical co-ordinates along the northern boundary of OML 112 and
OPL 237, to the southern boundary of OML 112, to the western boundary of OML 112
and  to the eastern boundary of 550,000 meters East, as reflected on the maps of
the  IMA  Field  attached  to  the  Joint  Venture  Agreement.

     "EFFECTIVE  DATE"  means  the  30th  day  of  June,  1998.

"GOVERNMENT"  means the federal government of the federal republic of Nigeria as
represented  by  the  Ministry  of  Petroleum  Resources.

"IMA  FIELD"  means  the  area  reflected on Schedule D, which area is contained
within  Concession  Block  469  as delineated in Nigeria Oil Prospecting License
469,  dated August 24, 1993, subsequently converted to Oil Mining License 112 on
February  18,  1998  and  Concession  Block  237

"JOINT  OPERATING  AGREEMENT"  OR "JOA" means the joint operating agreement that
governs  Joint  Operations  on the Deep Zones of the IMA Field, and which JOA is
annexed  hereto  as  Schedule  "C".

<PAGE>
"JOINT  OPERATIONS"  means  the  entire  process  of  acquiring,  exploring for,
developing,  exploiting,  producing and selling Petroleum from the Deep Zones of
the  IMA  Field  for  the  joint  account  of  the  Parties  hereto.

     "LIBERTY"  means  Liberty  Technical  Services  Ltd.

"MINISTER"  means  the  Minister  of  the  Ministry.

"MINISTRY"  means  the  Ministry of Petroleum Resources of the government of the
federal  republic  of  Nigeria.

"OIL  MINING  LEASE 112" or "OML 112" means the oil mining lease that was issued
by  the  Ministry to the holder of OPL 469 on February 18, 1998 and includes (a)
all  rights,  title  and  interest  granted thereunder, including any extension,
renewal  or  amendment  thereof made in writing, and (b) all schedules and plans
attached thereto or referred to therein pursuant to which the Owner/Operator has
acquired  an  interest in all Petroleum found and produced within the geographic
area defined and described therein including the right to prospect for, take and
remove  and  sell  any  petroleum.

"OIL PROSPECTING LICENCE NO. 237" or "OPL 237" means Oil Prospecting Licence No.
237  issued  by  the  Minister  to  the Owner/Operator on December 22, 1994, and
includes  (a)  all  rights, title and interest granted thereunder, including any
extension,  renewal  or amendment thereof made in writing, and (b) all schedules
and  plans  attached  thereto  or  referred  to  therein  pursuant  to which the
Owner/Operator  has  acquired  an  interest  in all Petroleum found and produced
within  the geographic area defined and described therein including the right to
prospect  for,  take  and  remove  and  sell  any  petroleum.

"OWNER/OPERATOR"  means Amni International Petroleum Development Company Limited
of  Lagos,  Nigeria.

"PARTICIPATING  INTEREST"  means the undivided interest of each Party, expressed
as  a  percentage,  in  the rights, benefits and obligations established by this
Agreement,  as  set  forth  and  described  in  Article  VI.

"PARTIES"  means  collectively  the  Owner/Operator  and  Liberty.

"PARTY"  means  any  one party to this Agreement and any permitted successors or
assigns  in  accordance  with  the  provisions  of  this  Agreement.

"PETROLEUM"  means all mineral oil (or any related hydrocarbons), natural gas as
it  exists  in its natural strata (including condensate, sulphur and any and all
other  liquid  and gaseous hydrocarbons) and does not include coal or bituminous
states  or  other  stratified  deposits  from  which  oil  can  be  extracted by
destructive  distillation.

<PAGE>
"PETROLEUM  COSTS" means those reasonable costs, claims and expenses incurred by
the  Operator of the JOA, from time to time on or after the Effective Date, both
within  and outside of Nigeria, directly related to exploration, development and
production  of  Petroleum  from  the  Deep Zones of the IMA Field that have been
properly  incurred  pursuant  to  the  terms  of  the  JOA.

"PRODUCTION  DATE"  means  the  date  that  continuous  Production  commences.

"TAX  OIL"  means thirty percent (30%) of the total production of Petroleum from
the  Deep  Zones of the IMA Field which shall be held pursuant to an arrangement
acceptable  to  the parties hereto pursuant to which the Government will be paid
all  royalties,  petroleum profits taxes and other taxes and governmental levies
due  and  owing  with  respect  to  Joint  Operations.

1.2          Appended  hereto  are  the  following  schedules:

Schedule  "A"     -     OML  112  and  related  correspondence from the Ministry
Schedule  "B"     -     OPL  237  and  related  correspondence from the Ministry
Schedule  "C"     -     Joint  Operating  Agreement
Schedule  "D"     -     Map  of  IMA  Field
Schedule  "E"     -     Scheduled  Litigation

All  schedules  referred  to  above  are incorporated into and form part of this
Agreement.

1.3          Wherever  any provision of any schedule to this Agreement conflicts
with  any provision in the body of this Agreement, the provisions of the body of
this  Agreement  shall  prevail.  Reference  herein  to  a schedule shall mean a
reference  to  a  schedule to this Agreement.  References in any schedule to the
Joint  Venture  Agreement  shall  mean  a  reference  to  this  Agreement.

1.4          Time  shall  be  of  the  essence  hereof.

1.5          The  division  of  this  Agreement  into  headings,  sections,
subsections,  clauses,  subclauses, and paragraphs and the provision of headings
herein  is  for  the  convenience  of  reference  only  and shall not affect the
interpretation  of  this  Agreement.

1.6          In  this  Agreement, where the context requires, the singular shall
include  the  plural  and  the  plural  shall  include  the  singular.

1.7          All  references  to  currency,  unless  otherwise specified, are to
lawful  money  of  the  United  States  of  America.

<PAGE>
                                ARTICLE II - SCOPE
                                ------------------

2.1          The  Parties  hereby  undertake and agree subject to the conditions
hereof, to associate and participate together in a joint venture to explore for,
develop,  exploit,  produce  and  sell  Petroleum from the Deep Zones of the IMA
Field  and  to  conduct  Joint  Operations  thereon.  The  joint  venture  shall
establish  and  maintain  facilities  for  the  conduct of the Joint Operations.

                        ARTICLE III - CONTINUED OPERATIONS
                        ----------------------------------

3.1          The  Owner/Operator  shall  continuously maintain OPL 237  and  OML
112  in  good  standing throughout the term of this Agreement (and shall provide
confirmation respecting same to Liberty upon written request) in order to secure
the  respective Participating Interests in Petroleum produced from the IMA Field

                          ARTICLE IV - JOINT OPERATIONS
                          -----------------------------

4.1          The  conduct  of all Joint Operations on the  Deep Zones of the IMA
Field  shall  be  in accordance with the terms of the Joint Operating Agreement.

                          ARTICLE V - UNDIVIDED INTEREST
                          ------------------------------

5.1          At  such time as the Oil Mining Lease relating to OPL 237 is issued
by  the  Government,  Owner/Operator  shall  convey  to  Liberty a 10% undivided
interest  in  the  Oil  Mining  Lease,  but only with respect to the Deep Zones.


              ARTICLE VI - PARTICIPATING INTEREST OF PETROLEUM COSTS
              ------------------------------------------------------

6.1          All  Petroleum  Costs  incurred  in  respect  of  Joint  Operations
carried  out  in  respect  of  the  IMA  Field,  shall  be allocated as follows:

          Owner/Operator               90%
          Liberty                    10%

6.2          All  equipment,  material  or property of whatsoever nature related
to  the  conducting  of  Joint Operations within the Deep Zones of the IMA Field
(other  than equipment or property that is leased from third parties or supplied
by  only  one party, both in accordance with the terms of the JOA) and any other
assets acquired by the Parties pursuant to the terms of this Agreement from time
to  time  shall  be  owned  by  the  Parties in accordance with their respective
Participating  Interest.

6.3          The  allocation of Petroleum Costs between the Parties as set forth
in  ARTICLE  6.1  herein  constitutes  that  Party's  Participating  Interest.


<PAGE>
6.4          Each  of  the Parties hereby covenants to contribute and/or pay the
Petroleum  Costs in the amount equal to its Participating Interest, from time to
time,  and  to  bear  all  Petroleum  Costs  paid  or  incurred pursuant to this
Agreement  on  behalf  of  such  Party  or  Parties  in  portions equal to their
Participating  Interest,  all  as  shall  be  more  fully  provided in the Joint
Operating  Agreement.

6.5          Any  net  tax  credits,  royalty  credits  or reduction in Tax  Oil
generated  by  or  resulting  from  or  arising  in  connection  with  the Joint
Operations  carried  out  within the Deep Zones of the IMA Field shall be shared
and  allocated  based  on  each  Party=s  Participating  Interest.


                ARTICLE VII - PARTICIPATING INTEREST OF PRODUCTION
                --------------------------------------------------

7.1          The  Owner/Operator hereby acknowledges  and  confirms that Liberty
is  entitled  to  its Participating Interest of Petroleum produced from the Deep
Zones  of  the  IMA  Field  as  set  forth  in  Paragraph  7.2  below.

7.2          All  benefits, revenues and receipts of whatsoever nature  as  same
relate  to  the  sale of Petroleum produced from the Deep Zones of the IMA Field
shall  be  allocated  as  follows:

The  Tax  Oil  shall  be  reserved  for  ultimate  payment  to  the  Government

As  to the remainder: Owner/Operator shall be entitled to 90% and  Liberty shall
be  entitled  to  10%.

7.3          In  the  event  the  Government  elects  to exercise its  right  to
participate  in  the  development  of  the  Deep  Zones  of  the  IMA Field, the
Participating Interest of the Parties will be amended accordingly, on a pro rata
basis,  based  upon  the  level  of  Government  participation.


                            ARTICLE VIII - ASSIGNMENT
                            -------------------------

8.1          This  Agreement  and  all the provisions hereof  shall  be  binding
upon  and  enure  to  the  benefit  of  the  Parties hereto and their respective
successors  and  assigns  but  neither  this  Agreement  not  any of the rights,
interest or obligations hereunder or under OML 112, OPL 237 or in respect of the
IMA  Field  shall  be assigned or pledged by any Party without the prior written
consent  of  the  other Party, which consent shall not be unreasonably withheld,
and the Government, if necessary, but may be assigned to Affiliates without such
consent  subject  to  the provisions of this Agreement.  Further, Owner/Operator
hereby consents to a pledge by Liberty to of its interests in this Joint Venture
and  in  the  Deep  Zones  of  the  IMA  Field  to financial institutions now or
hereafter  providing  credit  to  Liberty.


<PAGE>
8.2          The  Parties  acknowledge  that  the  termination  of  the  Joint
Ventures  as  referenced  in  Paragraph  (c)  of  the  recitals  is  subject  to
Governmental  approval.  The  Parties agree to obtain such approvals as promptly
as  possible.  Further,  the  Parties  acknowledge  that  the  interests  herein
conveyed  to Liberty with respect to its 10% undivided interest in the Deep Zone
is  subject  to  obtaining  all  necessary  governmental  approvals  required to
consummate  the  transactions  provided for herein.  The Parties agree to obtain
such  approvals  as  promptly as possible.  If by December 1, 1998 the necessary
government  approvals  have not been obtained, then the Parties shall enter into
such  amendments  to this Agreement and such other contractual agreements as are
necessary  to  provide  Liberty  (or  its  nominee)  with  all of the rights and
benefits  that were to be provided to Liberty pursuant to this Agreement and the
Agreements  executed  in  connection  herewith.


                                   ARTICLE IX
                            JOINT OPERATING AGREEMENT
                            -------------------------


9.1          The Parties hereto agree that the Joint Operations within the  Deep
Zones  of  the IMA Field shall be conducted in accordance with the provisions of
the  Joint  Operating  Agreement.

9.2          The  Owner/Operator  is  hereby  designated  as  Operator  for  the
conduct of all Joint Operations carried out within, upon or under the IMA Field.

9.3          The  Parties hereby adopt, approve and agree to abide and be  bound
by  the  terms  of  the Joint Operating Agreement in the form attached hereto as
Schedule  "C."

9.4          All Joint Operations upon the Deep Zones of the IMA Field shall  be
carried  out  in accordance with the provisions of the Joint Operating Agreement
and  Accounting  Procedure.

                          ARTICLE X - DISPUTE RESOLUTION
                          ------------------------------

10.1          This Agreement  shall  be  governed by, construed, interpreted and
applied  in  accordance  with  the  laws  of  England.

10.2         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  be  guided  by  the terms of this Agreement and international practice in
similar  agreements.


<PAGE>
                                ARTICLE XI - TERM
                                -----------------

11.1          This  Agreement  shall  remain  in full force and effect and shall
continue to be binding upon the Parties hereto until terminated by the unanimous
written  consent  of  the  Parties.


                           ARTICLE XII - FINANCIAL YEAR
                           ----------------------------

12.1          The  financial year end of the joint venture shall be  December 31
or  such  other  date  as  agreed  in  writing  by  the  Parties  hereto.

12.2          The  financial  books  and  records of the joint venture shall  be
kept in accordance with generally accepted accounting principles and procedures.

12.3          Subject  to the terms of the Joint Operating Agreement, an  annual
audit  of the joint venture's balance sheet, profit and loss statement and other
related  financial  records  shall  be made by a recognized public accounting or
chartered  accounting  firm,  which is mutually agreeable to the Parties hereto.
The  Parties  shall  be  entitled  to  have  members of its internal audit staff
inspect  the  records  and books of the joint venture at any time and at its own
expense.  In  addition,  either  Party  may,  at  its  sole  expense,  engage an
independent  public  accounting  or  chartered  accounting  firm  to  audit  the
financial  records  of  the  joint  venture  from  time  to  time.


                          ARTICLE XIII - CONFIDENTIALITY
                          ------------------------------

13.1          The  Parties  covenant  and  agree that they are entering  into  a
joint  venture  relationship  and,  subject  to Article 13.3, owe each other the
highest  level  of  fiduciary responsibility and, except as permitted in Article
13.2,  will  not  while  Parties  to this Agreement or for a period of five year
following  the  expiry  of  this  Agreement, disclose to any other person, firm,
corporation  or  entity, any proprietary or confidential information obtained in
the  course  hereof, or as a result of the Joint Operations contemplated in this
Agreement.  Any  information  not  generally  available  to  the public shall be
construed  as  proprietary  or  confidential  for the purposes of this Agreement
including, without limitation, information relating to Joint Operations, seismic
and  other  data,  drilling  techniques  and  results,  technology, suppliers of
equipment,  and  names  of  customers,  information  relating to sales, markets,
target  markets,  strategies,  advertisements,  business  procedures  and  all
financial  information.

13.2          The  obligation  of  the  Parties  as  set forth in  Article  13.1
hereof  to  maintain  confidentiality  shall  not  apply  to  such  knowledge,
information,  material  or  business data obtained pursuant to this Agreement or
relating  to  any  material  to  the  joint  venture  which:


<PAGE>
     (a)  was demonstratably  known to a Party prior to December 2, 1994 of this
          Agreement;

     (b)  is available to the public in the form of written  publication  issued
          by a third party;

     (c)  shall have become  available to the Parties in good faith from a third
          party who has a bona fide right to disclose same;

     (d)  is required to be disclosed to any federal, provincial, state or local
          government  or  governmental  branch,  board,  agency or  instrumental
          mentality in order to comply with  applicable  laws, or is required to
          be disclosed  to  regulatory  authorities  including  stock  exchanges
          having jurisdiction in respect of securities of either parties;

     (e)  is required to be disclosed by a Party  pursuant to public  disclosure
          requirements imposed under applicable securities legislation;

     (f)  is  required  or  desired  to  be  disclosed  to a  Party's  financial
          advisors, banks, contractors or potential investors in the project.

13.3          Each  Party  shall have the right to independently engage  in  and
receive  full  benefits  from  other  business  activities,  whether  or  not
competitively  with  the  joint  venture  hereby created, without consulting the
other  Party,  and  no  Party  shall have any obligation to the other Party with
respect  to  any opportunity to acquire any assets at any time outside the terms
of  the  joint  venture  hereby  constituted.

                             ARTICLE XIV - COVENANTS
                             -----------------------

14.1          The  Owner/Operator  covenants  with  Liberty  as  follows:

     (a)  the  Owner/Operator is a company duly  incorporated,  validly existing
          and in good standing under the laws of the Federal Republic of Nigeria
          and that it has all  necessary  corporate  powers  to enter  into this
          Agreement and to carry on business herein contemplated;

     (b)  the Owner/Operator is the lawful licensee of OPL 237 and lawful lessee
          of OML  112  and  the  geographic  area  contained  therein,  and  the
          Owner/Operator  has  not  transferred,  conveyed,  sold  or in any way
          encumbered its interest as licensee of OPL 237 or OML 112;

     (c)  the form of oil mining lease called Oil Mining Lease No. 112 (which is
          attached  hereto as Schedule "A") is, to the best of the knowledge and
          belief  of  the   Owner/Operator,   the  present  and  subsisting  oil
          prospecting licence for the geographic area contained therein, and OML
          112 is in good standing as to the Government and all other  regulatory
          agencies and authorities;;

<PAGE>
     (d)  the form of oil prospecting  licences  called Oil Prospecting  Licence
          No. 237 (which is attached  hereto as Schedule "B") is, to the best of
          the  knowledge  and  belief of the  Owner/Operator,  the  present  and
          subsisting oil  prospecting  licence for the geographic area contained
          in  Concession  Block 237,  and OPL 237 is in good  standing as to the
          Government and all other regulatory agencies and authorities

     (e)  During the term of this Agreement Owner/Operator shall ensure that all
          requirements  imposed by the  Government and necessary to maintain OML
          112,  OPL  237  and,  if  issued,  the Oil  Mining  Lease  are  timely
          satisfied. Any costs incurred by the Owner/Operator in satisfying such
          operations as they relate to the Deep Zone shall  comprise part of the
          Petroleum Costs

     (f)  the  Owner/Operator  shall  assist  in the  promotion  and  successful
          conduct of the joint venture including obtaining and providing Liberty
          with (1) all  necessary  Government  and other  approvals  required to
          perform the Joint  Operations,  and (2) if requested  by Liberty,  any
          material  correspondence  or other  documentation  hereafter  filed or
          prepared for filing with the  Government  by the  Owner/Operator  that
          relates to the IMA Field;

     (g)  The  Owner/Operator  shall  provide  or shall  procure  all  necessary
          technical  and  operational  support  for  the  conduct  of the  Joint
          Operations as required from time to time pursuant to the terms of this
          Agreement  and the Joint  Operating  Agreement  and shall  conduct its
          activities in accordance with good oil field practices; and

     (h)  The Owner/Operator  shall refrain from entering into any amendments to
          or  modifications  of the  documents  establishing  OML 112 or OPL 237
          without  the  consent  of  Liberty,   which   consent   shall  not  be
          unreasonably withheld.

14.2          Liberty  covenants  as  follows:

     (a)  Liberty is a corporation  duly  incorporated,  validly existing and in
          good  standing  under the laws of the  Bahamas  and has all  necessary
          corporate  powers to enter into this  Agreement  and to conduct and to
          carry on business as herein contemplated;

     (b)  Except  for  the  pledge  of its  interest  in the  Deep  Zone  to the
          Owner/Operator  and to Total  International  Limited and Credit Suisse
          First Boston,  Liberty has not transferred,  conveyed,  sold or in any
          way encumbered its interest in the Deep Zone; and


<PAGE>
     (c)  Liberty shall assist in the promotion  and  successful  conduct of the
          joint venture  including  obtaining  and providing the  Owner/Operator
          with if requested by the Owner/Operator,  any material  correspondence
          or other documentation hereafter filed or prepared for filing with the
          Government by Liberty that relates to the IMA Field; and

     (d)  Except as set on  Schedule  E  attached  hereto,  there are no pending
          litigation,  bankruptcy,  insolvency, or similar proceedings that will
          affect Liberty=s ability to perform its obligations hereunder.



                               ARTICLE XV -DEFAULT
                               -------------------

15.1          If  any  Party ("Defaulting Party") fails to comply with the terms
of  this  Agreement,  the other Party hereto ("Non-Defaulting Party") shall have
the right to serve on the Defaulting Party a formal notice (a "Default Notice"),
which notice shall specify in reasonable detail the events causing such default.
If  such  default  continues  for  more  than thirty (30) days after the date of
notification,  then  until  such  time  as the Defaulting Party has remedied its
default in full, the Defaulting Party=s rights and remedies under this Agreement
shall  be  suspended.


15.2          The  remedies  provided in Article 15.1 shall be without prejudice
to any other rights available to the Non-Defaulting Party whether at common law,
pursuant  to  statute  or  otherwise.


                           ARTICLE XVI - MISCELLANEOUS
                           ---------------------------

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

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

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

16.4          The  liability  and  obligation  of  the  Parties hereto shall  be
several and not joint or collective and each Party shall be responsible only for
its  obligations  as  herein set forth.  It is expressly declared that it is not
the purpose of this Agreement to create any partnership or syndicate and neither
this  Agreement nor the operations hereunder shall be construed or considered as
creating  any  partnership  or  syndicate.

16.5          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:

<PAGE>

Owner/Operator:

          Amni International Petroleum Development
          Company Limited
          Plot 1377B Tiamiyu
          Savage Street
          Victoria Island. P.O. Box 54452
          Falomo, Ikoyi

          Fax: 011 234 262 1526

          Attn: Tunde J. Afolabi
                Managing Director


Liberty:

          Liberty Technical Services Ltd.
          Suite 140
          14811 St. Mary=s Lane
          Houston, Texas 77079
          U.S.A.
          Fax: (281) 721 0560
          Attn: Timothy Stephens

     With a copy to:

          Liberty Technical Services Ltd.
          38 Warehouse Road
          Apapa, Lagos, Nigeria
          Fax: 011 234 1545 0301
          Attn: Wade Cherwayko

     Any Party may from time to time change its  address  for service  hereunder
     upon  written  notice  to the  other  Party.  Any  notice  may be served by
     personal  delivery or by mailing the same by registered post, in a properly
     addressed  envelope  addressed  to the Party to whom  such  notice is to be
     given at its  address  for  service  hereunder  and  shall be  deemed to be
     received  forty-eight (48) hours after the delivery thereof. Any notice may
     be served by prepaid telegram,  telex or telecopy addressed to the Party to
     whom  such  notice is to be given  and any such  notice so served  shall be
     deemed to be given and received by the addressee  eighteen (18) hours after
     the time of delivery.

16.6          This  Agreement  may  be executed in one or more counterparts  and
evidence by facsimile copy thereof and all such counterparts or facsimile copies
together  shall  constitute  one  and  the  same  agreement.

<PAGE>
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.


                        AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED


                        Per:  /s/  Tunde  Afolabi
                        -------------------
                        Title:  Managing  Director
                        -------------------



                        LIBERTY  TECHNICAL
                        SERVICES  LTD.


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

<PAGE>
THIS  IS  SCHEDULE  "A" TO THE JOINT VENTURE AGREEMENT MADE EFFECTIVE AS OF JUNE
30, 1998 BY AND BETWEEN AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
AND  LIBERTY  TECHNICAL  SERVICES  LTD.


                            OIL MINING LEASE 112





<PAGE>
THIS  IS  SCHEDULE  "B" TO THE JOINT VENTURE AGREEMENT MADE EFFECTIVE AS OF JUNE
30, 1998 BY AND BETWEEN AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
AND  LIBERTY  TECHNICAL  SERVICES  LTD.


                       OIL PROSPECTING LICENCE NO. 237






<PAGE>
THIS  IS  SCHEDULE  "C" TO THE JOINT VENTURE AGREEMENT MADE EFFECTIVE AS OF JUNE
30, 1998 BY AND BETWEEN AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
AND  LIBERTY  TECHNICAL  SERVICES  LTD.


                 OPERATING AGREEMENT AND ACCOUNTING PROCEDURE





     Means  the  operating  agreement executed on even date herewith between the
Parties  with  respect  to  the  Deep  Zones  of  the  IMA  Field.

<PAGE>
THIS  IS  SCHEDULE  "D" TO THE JOINT VENTURE AGREEMENT MADE EFFECTIVE AS OF JUNE
30, 1998 BY AND BETWEEN AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
AND  LIBERTY  TECHNICAL  SERVICES  LTD.



                              MAP OF THE IMA FIELD



                             [MAP OF THE IMA FIELD]



IMA  FIELD,  OML  112  (FORMERLY  OPL  469)  )  AND  OPL  237
-------------------------------------------------------------

DEEP  ZONES:

All  geological  formations  within  and  around  the  Ima  Field that are north
(upthrown)  and  south  (downthrown)  of  the  geological fault dividing the Ima
Field, all depths below the geological producing reservoir within the Ima Field,
known  as  the  *  F  +  sand,  as  currently  shown  on  the maps and schematic
cross-section  materials covering the Ima Field annexed hereto as Schedule A, or
a  depth  of  12,150  feet (true vertical depth), whichever is the lesser depth,
lying  within the geological co-ordinates along the northern boundary of OML 112
and  OPL  237,  to the south boundary of OML 112, to the western boundary of OML
112  and to the eastern boundary of 550,000m E, as annexed hereto as Schedule B.

<PAGE>
THIS  IS  SCHEDULE  "E" TO THE JOINT VENTURE AGREEMENT MADE EFFECTIVE AS OF JUNE
30, 1998 BY AND BETWEEN AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
AND  LIBERTY  TECHNICAL  SERVICES  LTD.



                         SCHEDULE OF PENDING LITIGATION

1.   Cause No. 98-24830; Weatherford Enterra U.S., Limited Partnership v. Abacan
     Resource Corporation,  Abacan Services (USA) Corporation,  Abacan Technical
     Services,  Ltd.,  Abacan Resources  (Nigeria),  Ltd. and Liberty  Technical
     Services, Ltd. filed on May 27, 1998 in the 61st Judicial District Court of
     Harris County, Texas (AWeatherford Lawsuit@).

2.   Cause No. 98-20214;  Global Marine  International  Services  Corporation v.
     Abacan  Technical  Services  Limited  filed on April 28,  1998 in the 125th
     Judicial District Court of Harris County, Texas

<PAGE>