Exhibit  10.25


                              CONVEYANCE AGREEMENT

     THIS  AGREEMENT  made  the  30th  day  of  September,  1997.

BETWEEN:

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

                                                               OF THE FIRST PART

                         -  and  -

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

                                                              OF THE SECOND PART


     WHEREAS  the  Assignor  is a party to those agreements (collectively called
the  "Agreements")  described  in  Schedule  A  hereto;

     AND  WHEREAS by virtue of the Agreements, the Assignor holds an interest in
Concession Block 1 and Concession Block 4, both being located in the Republic of
Benin.

     AND  WHEREAS  the  Assignor  wishes  to convey and assign all of its right,
title,  interest  and  estate  in  and  to  the  Agreements  to  the  Assignee;

     NOW  THEREFORE  in  consideration  of  the  premises  hereto and the mutual
covenants  and agreements herein set forth, the parties hereto mutually covenant
and  agree  as  follows:

1.     The  Assignor  hereby  assigns,  transfers,  sets over and conveys to the
Assignee  all of its right, title, interest and estate in and to the Agreements,
TO  HAVE  AND  TO  HOLD  the  same unto the Assignee for the Assignee's sole and
exclusive  use  and  benefit  absolutely.


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2.     The  Assignee  hereby  accepts  the  within conveyance and assignment and
covenants  and  agrees  with the Assignor that it shall be bound by, observe and
perform  the covenants, duties and obligations contained in the Agreements to be
observed  and  performed  by  the  Assignor,  to the extent that such covenants,
duties  and  obligations relate to a period, or arise, as the case may be, on or
after  September 1, 1997 (the "Effective Date"), it being the intent and purpose
of  the  parties  hereto  that  the  Assignee  shall  hold all of the rights and
interests conferred in the Agreements from and after the Effective Date, for its
exclusive  use  and  benefit  absolutely.

3.     The  Assignor  covenants  and  agrees with the Assignee that it shall and
will,  from  time  to  time  and  at  all times hereafter, at the request of the
Assignee,  execute such further documents and assurances and do all such further
acts  as  may  be  reasonably  required for the purpose of confirming and giving
effect  to  the  transfer  of  all  interests  and rights of the Assignor to the
Assignee  under  and  purusant  to  the  Agreements.

4.     Nothing  herein contained shall be construed as a release of the Assignor
from  any  obligation  or liability under the said Agreement which obligation or
liability  had  accrued  prior  to  the  Effective  Date.

5.     This  Agreement  may be executed in as many counterparts as are necessary
and,  when  a  counterpart  has  been  executed  by each party, all counterparts
together  shall  constitute  this  Agreement.

6.     This  Agreement  shall  enure  to  the benefit of and be binding upon the
Parties  hereto  and  their  respective  successors  and  assigns.

     IN  WITNESS  WHEREOF  the  parties  hereto have executed and delivered this
Agreement  as  of  the  day  and  year  first  above  written.

                                    ADDAX  PETROLEUM  BENIN  LIMITED



                                    Per:  /s/  Marc  Lorenceau
                                          --------------------


                                    ABACAN  RESOURCES  (BENIN)  LTD.



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

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SCHEDULE  A attached to and forming part of an ASSIGNMENT AND NOVATION AGREEMENT
made  the 30th day of September, 1997, between Addax Petroleum Benin Limited, as
Assignor,  and  Abacan  Resources  (Benin)  Ltd.,  as  Assignee.



                                   AGREEMENTS


1.     "Le  Contrat  pour  l'Exploration  et  l'Exploitation Petrolieres - Block
Offshore  No.  1  et  Seme"  dated  February  1,  1997.

2.     "Le  Contrat  pour  l'Exploration  et  l'Exploitation Petrolieres - Block
Offshore  Profond  No.  4"  dated  February  1,  1997.

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