Exhibit  10.5

                                    DEBENTURE

                            Dated as of June 30,1998

                                     BETWEEN

                         LIBERTY TECHNICAL SERVICES LTD.
                                 as the Chargor

            AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LIMITED
                               as the Beneficiary


<PAGE>
THIS  DEBENTURE  is  dated  as  of  June  30,  1998  and  is  made  BETWEEN:

LIBERTY  TECHNICAL  SERVICES  LTD.,  a  company  existing  under the laws of the
Bahamas  "LIBERTY@,  also  referred  to  as  the  "CHARGOR@);  and

AMNI  INTERNATIONAL  PETROLEUM  DEVELOPMENT  COMPANY LIMITED, a company existing
under  the  laws  of  Nigeria  ("AMNI",  also referred to as the "BENEFICIARY").

                                    PREAMBLE

     WHEREAS  Liberty  has  entered  into  a Sale/Purchase Agreement and related
Prepayment Agreement, with Total International Limited ("TOTAL") both dated July
29,  1997  (the  "LIBERTY  OIL  CONTRACT"  and  the  "PREPAYMENT  AGREEMENT"
respectively),  and

     WHEREAS  pursuant  to the Prepayment Agreement, Total made a Prepayment (as
defined  in the Prepayment Agreement) to Liberty in the amount of US.$35,000,000
(the  APREPAYMENT@) of which approximately US[$2,916,666.67] has been reimbursed
to  Total  to  date;  and

     WHEREAS  Liberty  requested  Total to a limited extension of the period for
the  reimbursement of the Prepayment (as defined in the Prepayment Agreement) as
described  in  Clause  A  of the amendment ("AMENDMENT NO. 1") of the Prepayment
Agreement  dated  6  April  1998;  and

     WHEREAS  it  was a condition of Total entering into Amendment No 1 that the
Chargor  enter into a Debenture dated 6th April 1998 for the purpose of securing
the  payment  and performance of the Liberty's Secured Liabilities as defined in
such  Debenture;

     WHEREAS  Amni is the holder of OML No. 112 issued by the Federal Government
of  Nigeria  in  respect  of  Concession Block 469 and an OPL also issued by the
Federal  Government  of Nigeria in respect of Concession Block 237, and Amni and
Liberty  are Joint Venturers in the development and operation of the part of the
Concessions in Nigeria by virtue of which Liberty is the beneficial owner of 10%
interest  in  the Deep Zone in OML No 112 (as such term is hereinafter defined);

     WHEREAS Liberty and Amni have pursuant to a Memorandum of Agreement of even
date herewith agreed (inter alia) that Amni will accept joint responsibility for
$5,000,000  of  the debt currently owed by Liberty to Total under the Prepayment
Agreement  as  amended  and  that Liberty would grant Amni a charge over certain
assets  owned  by  Liberty,  currently  charged  to  Total.

     WHEREAS  the  respective  rights  of  Total  and  Amni  are  set  out in an
Intercreditor  Agreement  of  even  date  herewith

     WHEREAS  it is intended by the parties to this Debenture that this document
shall  take  effect  as  a  deed  notwithstanding the fact that a party may only
execute  this  document  under  hand.

IT  IS  AGREED  as  follows:


<PAGE>
1     INTERPRETATION

1.1   DEFINITIONS

      In  this  Debenture:

"AFFILIATES"  means  Abacan  Resource Corporation, Dahomey Resource Corporation,
West  African  Resource  Corporation,  Abacan  Resources (Benin) Limited, Abacan
Resources (Delta) Limited, Abacan Technical Services Ltd.,  Abacan Services (UK)
Limited,  Abacan Services (USA) Limited, Abacan Resources (Nigeria) Ltd., Agbara
Resources  Limited,  Angus  International Resources Ltd.,  Profile International
Ltd.  and includes all other legal entities controlled directly or indirectly by
any  of  such  companies.

"ASSUMPTION  OF  DEBT" means the acceptance by Amni of joint responsibility with
Liberty  for  up to $5,000,000 of the Secured Liabilities, which obligations may
be  reduced  to  $2,500,000 of the Secured Liabilities if the first well drilled
fails  to  discover  Economic Production [WHERE AECONOMIC PRODUCTION@ MEANS THAT
SUCH  WELL  IS  CAPABLE  OF  PRODUCING CONTINUOUSLY AN AMOUNT OF PRODUCTION AT A
MINIMUM  LEVEL  WHICH  WOULD  ENTITLE  LIBERTY  TO RECEIVE AN ENTITLEMENT TO OIL
HAVING  AN  ANNUAL  VALUE  OF  NOT  ---]

"ENFORCEMENT  OFFICER"  means  the  person  defined  as  such  in  Clause  7.1
(Appointment  of  Enforcement  Officer).

"EVENT OF DEFAULT" means Beneficiary has made a required payment with respect to
its obligations as to the Assumption of Debt and Chargor has failed to reimburse
Beneficiary  for  the  amount  of such payment within thirty (30) days after the
date  the payment is made. For the purposes of this definition, Chargor shall be
deemed  to  have timely reimbursed Beneficiary if Beneficiary makes the payments
to  Secured  Lenders by using proceeds attributable to Chargor's interest in the
Security  Assets.

"FINANCE  DOCUMENTS"  means  that certain Credit Facility Agreement by and among
Chargor  and  certain  of its Affiliates, as Borrowers and Guarantors, and Total
and  Credit  Suisse  First  Boston  ('CSFB")  (Total  and  CSFB are collectively
referred  to  here  as  the  "Secured  Lenders).

"PROJECT"  means  the  development  and  operation  of  the Deep Zone capable of
producing  continuously  an  amount  of production at a minimum level that would
entitle  Liberty  to receive an entitlement to oil having an annual value of not
less  than  U.S.  $5,000,000  (at  then  current  oil prices) as determined by a
reputable  firm  of  independent  petroleum  engineers.

"REALISATIONS  ACCOUNT"  means  each  amount maintained from time to time by the
Chargor  for  the  purposes  of  Clause  6.2 (Contingencies) at such bank as the
Beneficiary  may  from  time  to  time  approve.

"SECURED LIABILITIES" means the Chargor's liability to the Beneficiary hereunder
in  respect  of  the  Assumption  of  Debt.

"SECURITY  ASSETS"  means  all  assets,  rights  and property of the Chargor the
subject  of  any security created by or pursuant to this Debenture and described
in  the  Schedule,


<PAGE>
"SECURITY  PERIOD"  means the period beginning on the date of this Debenture and
ending  on  the  date  on  which  (a)  all  the  Secured  Liabilities  have been
unconditionally  and  irrevocably  -paid  and  discharged in full and no further
Secured  Liabilities  can arise under or in respect of the Finance Documents; or
(b) the Beneficiary's obligation as to the Assumption of Debt is unconditionally
and  irrevocably  released  and  discharged.

"TSRA"  means  the  Termination  Settlement  and  Release  Agreement between the
parties  of  even  date  herewith

1.2     CONSTRUCTION

     (a)  Capitalised  terms defined in the TSRA and the Finance Documents have,
          unless expressly  defined in this Debenture,  the same meaning in this
          Debenture.

     (b)  If the Beneficiary  (based upon  appropriate  legal advice in relevant
          jurisdictions)  considers  that any amount  paid by the Chargor to the
          Beneficiary  is capable of being avoided or otherwise set aside on the
          liquidation or administration  of the Chargor or otherwise,  then that
          amount shall not be considered to have been  irrevocably  paid for the
          purposes of this Debenture  until such time as the period during which
          such payment may be set aside has expired.

2     COVENANT  TO  PAY

2.1     COVENANT

In  consideration  of  the  Assumption  of  Debt  the Chargor covenants with the
Beneficiary that the Chargor will reimburse Beneficiary for payments made to the
Secured  Lenders with respect to the Assumption of Debt, which reimbursement may
take  the  form  of  proceeds out of Chargor=s interest in n production from the
Security  Assets.

3     FIXED  AND  FLOATING  CHARGES

3.1     CREATION  OF  FIXED  CHARGES

As  security  for  the  Assumption  of  Debt the Chargor charges in favor of the
Beneficiary  by  way  of  a  fixed charge all of their present and future right,
title and interest in and to the assets and interests described in the Schedule.

4     CONTINUING  SECURITY,  ETC

4.1     CONTINUING  SECURITY

The  security  constituted  by  this Debenture shall be continuing and until the
Assumption  of  Debt:  is  terminated  or discharged will extend to the ultimate
balance  of  all  sums  payable  by  the  Chargor  under  the Finance Documents,
regardless  of  any  intermediate  payment  or  discharge  in  whole or in part.


<PAGE>
4.2     BREAKING  OF  ACCOUNTS

If  for  any  reason  the  security constituted by this Debenture ceases to be a
continuing security, the Beneficiary may open a new account with or continue any
existing account with the Chargor and the liability of the Chargor in respect of
the Secured Liabilities and the Assumption of Debt at the date of such cessation
shall  remain  regardless  of  any  payments  in  or  out  of  any such account.

4.3     REINSTATEMENT

     (a)  Where any  discharge  (whether  in respect of the  obligations  of the
          Chargor or any other person or any security for those  obligations  or
          otherwise) is made in whole or in part, or any  arrangement is made on
          the faith of any  payment,  security  or other  disposition,  which is
          avoided or must be restored on  insolvency,  liquidation  or otherwise
          without limitation,  the liability of the Chargor under this Debenture
          shall continue as if such discharge or arrangement had not occurred.

     (b)  The  Beneficiary may concede or compromise any claim that any payment,
          security or other disposition is liable to avoidance or restoration.

5     WHEN  SECURITY  BECOMES  ENFORCEABLE

The  security  constituted  by  this  Debenture  shall  only  become immediately
enforceable upon the occurrence of an Event of Default and the power of sale and
other  powers  conferred  by  the  Conveyancing  and Law of Property Act 1881 of
Nigeria as varied or amended by this Debenture shall be immediately exerciseable
upon  and  at  any time after the occurrence of any Event of Default provide the
same is continuing. After the security by this Debenture has become enforceable,
the  Beneficiary  may  in its absolute discretion enforce all or any part of the
security  in  any  manner  it  sees  fit

6     ENFORCEMENT  OF  SECURITY

6.1     GENERAL

For  the purposes of all powers implied by statute the Secured Liabilities shall
be  deemed  to  have  become  due  and payable on the date of this Debenture and
Section  20  of  the  Conveyancing  and  Law  of  Property  Act  1881 of Nigeria
(restricting  the power of sale) and Section 17 of the same Act (restricting the
right  of  consolidation)  shall  not  apply  to  this  security.

6.2     CONTINGENCIES

     (a)  If the Beneficiary enforces the security constituted by this Debenture
          (whether by the appointment of an Enforcement Officer Or otherwise) at
          a time when no amounts are due under the Finance  Documents  (but at a
          time  when  amounts  may  become  so  due),  the  Beneficiary  (or the
          Enforcement  Officer) may pay the proceeds of any recoveries  effected
          by it into any Realisations Accounts as it considers appropriate.


<PAGE>
     (b)  The  Beneficiary  (or the  Enforcement  Officer)  may  (subject to the
          payment of any  claims  having  priority  to this  security)  withdraw
          amounts standing to the credit of the Realisations Accounts to:

          (i)  meet all costs,  charges and expenses  incurred and payments made
               by the Beneficiary (or such Enforcement Officer) in the course of
               such enforcement;

          (ii) pay  remuneration  to the  Enforcement  Officer  as and  when  it
               becomes due and payable; and

          (iii)meet amounts due and payable  under the Finance  Documents as and
               when they become due and payable,

          in each case,  together with interest thereon (before as well as after
          judgment and payable on demand) at the Default Rate from the date they
          become due and  payable  until the date they are  unconditionally  and
          irrevocably paid and discharged in full.

     (c)  The  Chargor  will  not be  entitled  to  withdraw  all or any  moneys
          (including  interest)  standing  to the  credit  of  any  Realisations
          Accounts until the expiry of the Security Period.

7     ENFORCEMENT  OFFICER

7.1     APPOINTMENT  OF  ENFORCEMENT  OFFICER

     (a)  At any time after the security  constituted by this Debenture  becomes
          enforceable or (if the Chargor so requests the Beneficiary in writing)
          at any time, the  Beneficiary  may without  further  notice,  appoint,
          under seal or in  writing  under its hand,  any one or more  qualified
          persons to be a receiver or receiver and manager (each an AENFORCEMENT
          OFFICER@) of all or any part of the Security  Assets in like manner in
          every respect as if the  Beneficiary  had become  entitled to exercise
          all  of  the  rights,   powers  and   discretions   conferred  by  the
          Conveyancing and Law of Property Act 1881 of Nigeria.

     (b)  In paragraph (a) above  "qualified  person" means a person who,  under
          the Companies and Allied Matters Decree 1990 of Nigeria,  is qualified
          to act as a  receiver/manager  of the  property  of any  company  with
          respect to which he is appointed.

7.2     REMOVAL

The  Beneficiary  may  by  writing  under  its  hand:

     (a)  remove any Enforcement Officer appointed by it; and

     (b)  may, whenever it deems it expedient, appoint a new Enforcement Officer
          in the place of any Enforcement  Officer whose appointment may for any
          reason have terminated.


<PAGE>
7.3     REMUNERATION

The Beneficiary may fix the remuneration of any Enforcement Officer appointed by
it  provided  that  such  remuneration  shall be reasonable having regard to the
circumstances.

7.4     RELATIONSHIP  WITH  BENEFICIARY

To the fullest extent permitted by law, any fight, power or discretion conferred
by  this  Debenture  (either expressly or impliedly) upon an Enforcement Officer
may  be  exercised by the Beneficiary in relation to any Security Assets without
first appointing an Enforcement Officer or notwithstanding the appointment of an
Enforcement  Officer.

8     POWERS  OF  ENFORCEMENT  OFFICER

8.1     GENERAL

     (a)  Each Enforcement Officer has, and is entitled to exercise,  all of the
          rights,  powers  and  discretions  set out  below in this  Clause 8 in
          addition to those  conferred by the  Conveyancing  and Law of Property
          Act 1881 of Nigeria on any  receiver  appointed  thereunder  and those
          conferred by the Companies and Allied  Matters  Decree 1990 of Nigeria
          on an administrative receiver appointed thereunder.

     (b)  If there is more than one  Enforcement  Officer  holding office at the
          same  time,  each   Enforcement   Officer  may  (unless  the  document
          appointing him states otherwise)  exercise all of the powers conferred
          on an Enforcement Officer under this Debenture individually and to the
          exclusion of any other Enforcement Officer.

8.2     POSSESSION

An  Enforcement  Officer may take immediate possession at get in and collect any
Security  Assets.

8.3     SALE  OF  ASSETS

An  Enforcement  Officer  may sell, exchange, convert into money and realise any
Security  Assets  by  public  auction  or  private contract and generally in any
manner and on any terms which he reasonably thinks proper. The consideration for
any such transaction may consist of cash or other valuable consideration and any
such  consideration  may  be  payable  on  such  terms  as  he  thinks  fit.

8.4     COMPROMISE

An  Enforcement Officer may settle, adjust, refer to arbitration, compromise and
arrange  any  claims and disputes with or by any person who is or claims to be a
creditor  of  the  Chargor  or  relating  in  anyway  to  any  Security  Assets.


<PAGE>
8.5     LEGAL  ACTIONS

An  Enforcement  Officer  may  bring, prosecute, enforce, defend and abandon all
actions, suits and proceedings in relation to any Security Assets which may seem
to  him  to  be  expedient.

8.6     RECEIPTS

An  Enforcement  Officer  may give valid receipts for all moneys and execute all
assurances  and  things  which  may  be  proper  or  desirable for realising any
Security  Assets.

8.7     SUBSIDIARIES

An Enforcement Officer may form a subsidiary company of the Chargor and transfer
to  that  subsidiary  any  Security  Assets.

8.8     OTHER  POWERS

An  Enforcement  Officer  may:

     (a)  do  all  other  acts  and  things  which  he may  reasonably  consider
          desirable or necessary for realising any Security Assets or incidental
          or conducive to any of the rights,  powers or discretions conferred on
          an Enforcement Officer under or by virtue of this Debenture; and

     (b)  exercise  in  relation  to  any   Security   Assets  all  the  powers,
          authorities  and things which he would be capable of  exercising if he
          were the absolute  beneficial  owner with full title  guarantee of the
          same,  and may use  the  names  of the  Chargor  for any of the  above
          purposes.

9     APPLICATION  OF  PROCEEDS

All  moneys  received by the Beneficiary and the Enforcement Officer pursuant to
enforcement  of  this  security  shall  be  applied:

FIRST          in  satisfaction  of  or  provision  for  all  costs, charges and
expenses incurred and payments made by the Beneficiary or an Enforcement Officer
in  the  enforcement  of  the  security  and  of  all  remuneration  due  to the
Beneficiary  or  an  Enforcement  Officer;
SECOND     in  or towards payment of all other fees and interest due to Total by
Amni  as  a  result  of  the  Assumption  of  Debt
 .
THIRD     in  or  towards  payment  of  all other amounts due to the Beneficiary
under  this  Debenture.

FOURTH     in  payment  to  the  Chargor.

10     NO  LIABILITY  AS  MORTGAGEE  IN  POSSESSION  ETC.


<PAGE>
     (a)  The  Beneficiary  shall  riot,  nor  shall  any  Enforcement   Officer
          appointed  as  aforesaid  by reason of it or the  Enforcement  Officer
          entering into possession of the Security Assets,  or any part of them,
          be liable to account as mortgagee in  possession  or be liable for any
          loss on  realisation  or for  any  default  or  omission  for  which a
          mortgagee in possession might be liable.

     (b)  Every  Enforcement  Officer  shall be  deemed  to be the  agent of the
          Chargor for all purposes and shall as agent for all purposes be deemed
          to be in the same position as an Enforcement Officer duly appointed by
          a  mortgagee  under  the  Conveyancing  and Law of  Property  Act 1881
          Nigeria.  The Chargor alone shall be  responsible  for its  contracts,
          engagements,  acts, omissions, defaults and losses and for liabilities
          incurred  by it and the  Beneficiary  shall not  incur  any  liability
          (either  to the  Chargor  or to any  other  person)  by  reason of the
          Beneficiary's making his appointment as an Enforcement Officer.

     (c)  Every such Enforcement  Officer and the Beneficiary  shall be entitled
          to all the rights,  powers,  privileges  and  immunities  conferred on
          mortgagees and  Enforcement  Officers by the  Conveyancing  and Law of
          Property Act 1981 of Nigeria when such Enforcement  Officers have been
          duly appointed under that Act but so that Section 20 of that Act shall
          not apply.

     (d)  The  Beneficiary.  and the  Enforcement  Officer  shall be entitled to
          exercise its powers under this Assignment in such a manner and at such
          times as the Beneficiary  and the Enforcement  Officer in its absolute
          discretion  may  determine  and the  Beneficiary  and the  Enforcement
          Officer  shall not in any  circumstances  be  answerable  for any loss
          occasioned by the same or resulting from postponement  thereof (unless
          caused by its negligence or willful default).

11     PROTECTION  OF  THIRD  PARTIES

No  purchases, mortgagee or other person or company dealing with the Beneficiary
or  an  Enforcement  Officer  or its or his agents shall be concerned to enquire
whether  the  Secured Liabilities have become payable or whether any power which
the  Beneficiary  or  Enforcement  Officer  is purporting to exercise has become
exerciseable  or whether any money remains due under the Finance Documents or to
see  to  the  application  of  any  money  paid  to  the  Beneficiary  or to any
Enforcement  Officer.

12     EXPENSES

12.1     UNDERTAKING  TO  PAY


<PAGE>
Upon  the  occurrence  and  during  the  continuation of an Event of Default all
costs,  charges  and  expenses  properly  incurred  and all payments made by the
Beneficiary,  any  Enforcement  Officer  or  other  person  appointed under this
Debenture  in  the  lawful  exercise  of  the powers conferred by this Debenture
whether  or  not  occasioned by any act, neglect or default of the Chargor shall
carry  interest  (before as well as after judgment) at the Default Rate from the
date  of  it  being  incurred  or  becoming  payable  until  the  date  it  is
unconditionally  and  irrevocably paid and discharged in full. The amount of all
such  costs,  charges,  expenses  and  payments and all interest thereon and all
remuneration  payable  under  this  Debenture shall be payable by the Chargor on
demand. All such costs, charges, expenses and payments shall be paid and charged
as  between the Beneficiary and the Chargor on the basis of a fall indemnity and
not  on  the  basis  of  party  and  party  or  any  other  kind  of  taxation.

12.2     INDEMNITY

The Beneficiary and every Enforcement Officer, attorney, manager or other person
appointed  by  the  Beneficiary  under  this  Debenture shall, be entitled to be
indemnified  out  of  the  Security  Assets  in  respect of all. liabilities and
expenses  properly  incurred  by them in the execution or attempted execution of
any  of  the powers, authorities or discretions vested in them by this Debenture
and  against  all  actions, proceedings, costs, claims and demands in respect of
any matter or thing properly done or omitted in any way relating to the Security
Assets  and  the  Beneficiary and any Enforcement Officer may retain and pay all
sums  in  respect  of  the  same  out  of  any  moneys received under the powers
conferred  by  this  Debenture.

13     DELEGATION  BY  BENEFICIARY

The  Beneficiary  and  any  Enforcement Officer may at any time and from time to
time  delegate  by  power  of  attorney  or in any other manner to any person or
persons  all or any of the powers, authorities and discretions which are for the
time  being  exercisable  by  the  Beneficiary  or  an  Enforcement  Officer (as
appropriate) under this Debenture in relation to the Security Assets or any part
of  them.  Any  such  delegation may be made upon such terms (including power to
sub-delegate)  and  subject  to  such  regulations  as  the  Beneficiary  or the
Enforcement  Officer  (as appropriate) may think fit Neither the Beneficiary nor
any Enforcement Officer shall be in any way liable or responsible to the Chargor
for  any loss or damage arising from any act, default, omission or misconduct on
the  part  of  any  such  delegate  or  sub-delegate.

14     ASSURANCES

The  Chargor  shall  at  its  own  expense  take  whatever reasonable action the
Beneficiary  or  an  Enforcement  Officer  may  require  for:

     (a)  perfecting or protecting  the security  intended to be created by this
          Debenture over any Security Assets; or

     (b)  facilitating the realisation of any Security Assets or the exercise of
          any right, power, authority or discretion vested in the Beneficiary or
          any Enforcement  Officer of the Security Assets or any of its or their
          delegates or sub-delegates.

15     REDEMPTION  OF  PRIOR  MORTGAGES

The  Beneficiary  may,  at  any  time  after  the  security  constituted by this
Debenture  has become enforceable, redeem any prior Security Interest other than
the  pledge  made  to the Secured Lenders against the Security Assets or procure
the transfer of any such Security Interest to itself and may settle and pass the
accounts  of  the  prior  mortgagee,  chargee  or  encumbrancer. Any accounts so
settled  and  passed  shall  be  conclusive  and  binding  on  the Chargor, All.
principal moneys, interest, costs, charges and expenses of and incidental to any
redemption  and  transfer  shall  be  paid  by the Chargor to the Beneficiary on
demand.

<PAGE>
16     POWER  OF  ATTORNEY

16.1     APPOINTMENT

The  Chargor, by way of security, irrevocably appoints the Beneficiary and every
Enforcement Officer of the Security Assets appointed by the Debenture and. their
delegates  and  sub-delegates  to  be its attorney and take any action which the
Chargor  is obliged to take under this Debenture (including, without limitation,
to  make  any  demand  upon or to give any notice or receipt to any person owing
moneys  to  the Chargor and to execute and deliver any charges, legal mortgages,
assignments  or other security and any transfers of securities) and generally in
their  name  and  on  their behalf to exercise all or any of the rights, powers,
authorities  and  discretions  conferred  by or pursuant to this Debenture or by
statute  on the Beneficiary or any Enforcement Officer, delegate or sub-delegate
and(without  prejudice  to  the generality of the foregoing) to seal and deliver
and otherwise perfect any deed, assurance, agreement, instrument or act which it
or  he may reasonably deem proper in or for the purpose of exercising any of the
powers,  authorities  and  discretions. Such powers shall only be exercisable in
the  circumstances  contemplated  by  Clause  6.

16.2     RATIFICATION

The  Chargor  hereby  ratifies  and  confirms  and  agrees to ratify and confirm
whatever  any  attorney  as  is  mentioned  in Clause 16.1 (Appointment) does or
purports  to  do  in  the  exercise  or  purported exercise of all or any of the
powers,  authorities  and  discretions  referred  to  in  this  Clause  16.

17     NEW  ACCOUNTS

If the Beneficiary receives or is deemed to be affected by notice whether actual
or constructive of any subsequent charge or other interest affecting any part of
the  Security Assets and/or the proceeds of sale any Security Assets, other than
the pledge made to the Secured Lenders the Beneficiary may open a new account or
accounts  with  the  Chargor.  If the Beneficiary does not open a new account it
shall  nevertheless be treated as if it had done so at the time when it received
or  was  deemed  to have received notice. As from that time all payments made to
the  Beneficiary  shall be credited or be treated as having been credited to the
new  account and shall not operate to reduce the amount for which this Debenture
is  security.

18     STAMP  DUTIES

The  Chargor  shall.  pay  and,  forthwith  on demand, indemnify the Beneficiary
against  any  liability  it  incurs  in  respect  of any stamp, registration and
similar  tax  which  is  or  becomes  payable in connection with the entry into,
performance  or  enforcement  of  this  Debenture.

19     WAIVERS,  REMEDIES  CUMULATIVE

     (a)  The rights of the Beneficiary under this Debenture:

          (i)  may be exercised as often as necessary;

          (ii) are cumulative and not exclusive of its rights under general law;
               and

<PAGE>
          (iii) may be waived only in writing and specifically.

Delay  in exercising or non-exercise of any right is not a waiver of that right.

     (b)  The  Beneficiary  may waive any  breach by the  Chargor  of any of the
          Chargor's  obligations  under this  Debenture if so  instructed by the
          Beneficiary.

20     MISCELLANEOUS

20.1     SEVERABILITY

If  a  provision of this Debenture is or becomes illegal or unenforceable in any
jurisdiction,  that  shall  not  affect:

     (a)  the  validity  or  enforceability  in that  jurisdiction  of any other
          provision of this Debenture; or

     (b)  the validity or enforce ability in other  jurisdictions of that or any
          other provision of this Debenture.

20.2     COUNTERPARTS

This  Debenture may be executed in any number of counterparts and this will have
the  same effect as if the signatures on. the counterparts were on a single copy
of  this  Debenture.

20.3     NOTICES

Any notice or other communication given or made under this Agreement shall be in
writing  and  may  be  delivered  personally  or  sent  by  telex  or  facsimile
transmission  or  by  recorded  delivery  letter  addressed  as  follows:

(a)  If  to  the  Chargor,  to:

     LIBERTY  TECHNICAL  SERVICES  LIMITED
     Suite  140
     14811  St.  Mary's  Lane
     Houston,  Texas  77079
     USA

     Attn.  Tim  Stephens

     LIBERTY  TECHNICAL  SERVICES  LIMITED
     39  Warehouse  Road,  Apapa,
     Lagos,  Nigeria


<PAGE>
     Attention:  Wade  G.  Cherwayko
     Telex  No.  2915  Abacan  Ny
     Facsimile  transmission  No:     234  1  5454  03  01

(b)  If  to  the  Beneficiary,  to:

     AMNI INTERNATIONAL PETROLEUM DEVELOPMENT COMPANY LTD.  PLOT  1377b  Tiamiyu
     Savage  Street
     Victoria  Island,  P.O.  Box  54452
     Falomo,  Ikoyi
     Fax:  011  234  262  1526
     Attn:  Tunde  J.  Afolabi
     Managing  Director

or  to  such  other  address  or  telex  or facsimile transmission number as the
relevant  addressee  may  hereafter  by  notice  hereunder  substitute.

Any  such  notice  shall  be  deemed  to  have  been duly served, given or made:

          (i)  in the case of delivery, when left at the relevant address; or

          (ii) in the case of telex, when the sender receives the answer-back of
               the addressee at the end to the telex message, or

          (iii)in the  case  of a  facsimile  transmission,  on  receipt  by the
               addressee of the complete text in legible form.

21     COVENANT  TO  RELEASE

The  Beneficiary  shall, at the request and cost of the Chargor, take any action
necessary  (including  re-assigning  to  the Chargor) to release or reassign the
Security  Assets from the security constituted by this Debenture upon the expiry
of  the  Security  Period.

22     GOVERNING  LAW

This  Debenture  shall  be governed by and construed in accordance with Nigerian
law.

23     JURISDICTION

23.1   SUBMISSION

For  the  benefit  of each party to this Debenture, each party to this Debenture
agrees  that the courts of Nigeria have non-exclusive jurisdiction to settle any
disputes  in  connection  with  this  Debenture  and  accordingly  submit to the
jurisdiction  of  the  Nigerian  courts.


<PAGE>
23.2   SERVICE  OF  PROCESS

Without  prejudice  to any other mode of service, service of process relating to
any proceedings in connection with this Debenture shall be made upon the Chargor
at  the  address  set  forth  in  Article  20.3  hereof.

23.3   FORUM  CONVENIENCE  AND  ENFORCEMENT  ABROAD

The  Chargor:

     (a)  waives  objection  to the Nigerian  courts on grounds of  inconvenient
          forum or  otherwise as regards  proceedings  in  connection  with this
          Debenture; and

     (b)  agrees that a judgment or order of a Nigerian court in connection with
          this  Debenture  is  conclusive  and binding on it and may be enforced
          against them in the courts of any jurisdiction.

23.4   NON-EXCLUSIVITY

Nothing  in this Clause 23 (Jurisdiction) limits the right of the Beneficiary to
bring  proceedings  against the Chargor in connection with this Debenture in any
other  court  of  competent  jurisdiction  or  concurrently  in  more  than  one
jurisdiction.

<PAGE>
                                    SCHEDULE
                              ASSETS AND INTERESTS

















                            THE DEEP ZONE OF NIGERIA
                              MINING LEASE OML 112


<PAGE>
IN  WITNESS  whereof this Debenture has been duly executed as a deed on the date
stated  at  the  beginning  of  this  deed.

SIGNED  and  SEALED

for  and  an  behalf  of                                                  [Seal]
LIBERTY  TECHNICAL  SERVICES  LIMITED

By:    /s/  Wade  Cherwayko
       --------------------

Name:       Wade  Cherwako
       --------------------
Title:      Director


SIGNED  and  SEALED
for  and  on  behalf  of                                                  [Seal]

AMNI  INTERNATIONAL  PETROLEUM
DEVELOPMENT  COMPANY  LIMITED

By:
       --------------------

Name:
       --------------------
Title:  Vice  President

<PAGE>