Exhibit  10.20

                         TECHNICAL ASSISTANCE AGREEMENT


                                     BETWEEN


                      OPTIMUM PETROLEUM DEVELOPMENT LIMITED


                                       AND


                            AGBARA RESOURCES LIMITED



                      NIGERIAN OIL PROSPECTING LICENCE 310









                                   Ince & Co.
                                  Knollys House
                                11 Byward Street
                                 London EC3R 5EN

                               Tel: 0171 623 2011
                               Fax: 0171 623 3225
                            Ref: OW/JL/KAG/79/60/440


<PAGE>
THIS  TECHNICAL  ASSISTANCE AGREEMENT is made effective as of the effective date
of  the  Joint  Venture  Agreement,  and  between:


(1)     OPTIMUM  PETROLEUM  DEVELOPMENT  LIMITED,  of  18E,  Gerrard Road Ikoyi,
Nigeria  (hereinafter  referred  to  as  the  "Owner/Operator");  and

(2)     AGBARA  RESOURCES  LIMITED,  of  7th Floor, Folawiyo Plaza, 38 Warehouse
Road,  Apapa,  Lagos,  Nigeria, (hereinafter referred to as "Technical Partner")



WHEREAS:


(a)     The  Owner/Operator  and  the  Technical  Partner are parties to a Joint
Venture  Agreement ("JVA") in respect of Concession Block 310 and associated Oil
Prospecting  Licence  310 ("OPL 310") together with any renewal or extension OPL
for Concession Block 310 and/or Oil Mining Lease 310 ("OML 310") as appropriate;

(b)     In  accordance  with  the  terms  of the JVA, the parties have agreed to
enter into a Development Phase Joint Operating Agreement ("JOA") within 120 days
of  the  date of the JVA to be prepared by the Technical Partner for the purpose
of  governing  present  and  future  Joint  Operations  on Concession Block 310;

(c)     The  Owner/Operator  requires  certain  administrative  and  technical
assistance  in  performing  its  duties  and  responsibilities as Owner/Operator
pursuant  to  the  JOA;

(d)     The  Technical  Partner  has  qualified  administrative,  technical  and
professional  personnel  necessary  to  assist  Owner/Operator in performing its
duties  and  responsibilities as Owner/Operator under the JOA to be entered into
and has agreed to do so in accordance with the provisions of this Agreement, the
JVA  and  the  JOA;

(e)     The Owner/Operator expressly acknowledges and accepts that the Technical
Partner  may  wish  to out source and/or subcontract any or all aspects of Joint
Operations  to Abacan Technical Services Limited or any other affiliated company
whilst  continuing  to  act  as  Technical  Partner.

NOW  THEREFORE  in  consideration of the premises and mutual covenants contained
herein,  the  Parties  hereby  agree  as  follows:


                                      -2-
<PAGE>
                                    ARTICLE I
                                   DEFINITIONS

1.1     Except as otherwise defined herein, the terms used herein shall have the
same  meaning  as  set  forth  in  the  JVA.


1.2     The following words and expressions shall have the meanings respectively
set  opposite  to  them:

"JOINT VENTURE AGREEMENT" OR "JVA" means the Joint Venture Agreement between the
Owner/Operator  and  the  Technical  Partner in respect of Concession Block 310.

"JOINT OPERATING AGREEMENT" OR "JOA" means the Development Phase Joint Operating
Agreement, the Exploration and Production Phase Joint Operating Agreement and/or
the  Decommissioning  Phase  Joint Operating Agreement, as the case may be to be
entered  into  between  the Parties during the term of OPL 310 and/or OML 310 as
appropriate  including  any  renewal  or  extension  thereof, in compliance with
provisions  of Article X of the JVA and which agreement shall govern all present
and  future  Joint  Operations  performed  on  Concession  Block  310.

"PARTIES"  means  the  Owner/Operator  and  the  Technical  Partner.

"TECHNICAL  ASSISTANCE AGREEMENT" OR "AGREEMENT" means this Technical Assistance
Agreement  which  is  attached  as  a  schedule  to the Joint Venture 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 JVA shall
mean  a  reference  to  that  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
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.

                                   ARTICLE II
                        TECHNICAL PARTNER AND ASSISTANCE


                                      -3-
<PAGE>
2.1     Designation
        -----------

In accordance with the terms contained in the JVA and the terms of the JOA to be
entered into, the Parties jointly designate the Technical Partner as a technical
advisor  and  project manager for purposes of procuring, contracting, conducting
and/or  co-ordinating  Joint  Operations to be performed on Concession Block 310
either  by  the  Technical  Partner  or a third party appointed by the Technical
Partner.

2.2     Duties  and  Responsibilities
        -----------------------------

In  accordance  with the JVA, the JOA to be entered into and this Agreement, the
Technical  Partner  shall provide assistance to the Owner/Operator in performing
its  responsibilities  as Owner/Operator for Concession Block OPL 310 and, in so
doing,  shall  assist  the  Owner/Operator  to  establish  itself as a competent
operator  of  international  petroleum operations.  Pursuant to the terms of the
JOA and this Agreement, the Technical Partner shall (without limitation) perform
the  following  specific  duties:

     (i)  Perform Joint  Operations in accordance with the provisions of OPL 310
          (including  any  renewal  or  extension  thereof)  and/or  OML  310 as
          appropriate,  the JVA, the JOA to be entered into,  this Agreement and
          the instructions of the Operating Committee;

     (ii) Conduct all Joint Operations in a diligent,  safe and efficient manner
          in   accordance   with  good  and  prudent  oil  field   practice  and
          conservation   principles  generally  followed  by  the  international
          petroleum industry under similar circumstances;

     (iii)Prepare and provide the  Owner/Operator  and Operating  Committee with
          all reports,  data, surveys and information required to be provided by
          the Owner/Operator under the JOA;

     (iv) Prepare  and  submit to the  Operating  Committee  the  proposed  Work
          Programs, budgets and AFE's as provided in the JOA;

     (v)  Prepare and submit to the  Owner/Operator  and  Operating  Committee a
          report and budget in respect of Decommissioning Operations as provided
          for in Article VIII in the JVA and the JOA to be entered into.

     (vi) Permit  the  representatives  of any of the  Parties  to  have  at all
          reasonable times and at their own risk and expense  reasonable  access
          to the Joint  Operations  with the  right to  observe  all such  Joint
          Operations and to inspect all Joint Property and to conduct  financial
          audits  of  the  Joint  Account  and  otherwise  as  provided  in  the
          Accounting Procedure which forms part of the JOA;

     (vii)Promptly pay and discharge all  liabilities  and expenses  incurred in
          connection  with Joint  Operations and use its  reasonable  efforts to
          keep and  maintain  the Joint  Property  free from any and all  liens,
          charges equities and/or encumbrances arising out of Joint Operations;


                                      -4-
<PAGE>
     (viii) When required pay to the Government  from the Joint Account,  within
          the periods and in the manner  prescribed by OPL 310 and/or OML 310 as
          appropriate  and all  applicable  laws and  regulations,  all periodic
          payments,  royalties,  taxes,  fees and other  payments  pertaining to
          Joint  Operations,  but excluding any taxes measured by the incomes of
          the Parties;

     (ix) Assist  Owner/Operator  in carrying  out the  obligations  of operator
          pursuant to OPL 310 and/or OML 310 as appropriate  including,  but not
          limited  to,  preparing  and  furnishing  such  reports,  records  and
          information  as may be required  pursuant to the Contract on behalf of
          and in the name of the Owner/Operator;

     (x)  Take all  necessary  and proper  measures for the  protection of life,
          health,  the  environment  and  property in the case of an  emergency;
          provided, however, that Technical Partner shall immediately notify the
          Owner/Operator  and the  Operating  Committee  of the  details of such
          emergency and measures to combat same;

     (xi) Provide Owner/Operator with assistance and guidance in the development
          and  execution  of  training  plans and  programs  in order to develop
          competent Nigerian personnel; and

     (xii)Take such  further  actions as are  essential or expedient in order to
          perform the above mentioned  specific  duties or any duties  ancillary
          thereto.


2.3     Duties  and  Responsibilities  of  the  Owner/Operator
        ------------------------------------------------------

2.3.1   Pursuant  to  the  terms of the JVA, the JOA to be entered into and this
Agreement,  the  Owner/Operator  shall  perform  the  following specific duties:

     (i)  Acquire all permits, consents, approvals, surface or other rights that
          may be  required  for or in  connection  with  the  conduct  of  Joint
          Operations in a timely fashion from the Government;

     (ii) Maintain  OPL 310  and/or  OML 310 as  appropriate  in full  force and
          effect  throughout  the  duration  of  this  Agreement,  the JOA to be
          entered into and the JVA;

     (iii)Make  application  to the Ministry upon  execution of the JVA for such
          renewal  or  extension  of  OPL  310 as is  necessary  to  enable  the
          performance of the Minimum Work Programme within two years of the date
          of the JVA. The  Owner/Operator  acknowledges that the obtaining of an
          renewal or  extension  of OPL 310 is a strict  condition of the JVA in
          favour of the Technical  Partner and that the Technical  Partner shall
          not be  required  to  initiate  work on OPL 310,  provide  services in
          accordance with this Agreement or make any additional  payments to the
          Owner/Operator  in terms of the JVA  until  it is  satisfied  that the
          Owner/Operator has obtained and will obtain an renewal or extension of
          OPL 310, or to the  satisfaction of the Technical  Partner in its sole
          discretion.


                                      -5-
<PAGE>
     (iv) Comply with  Article IX of the JVA  concerning  restrictions  on share
          transfer in order to maintain OPL 310 and/or OML 310 as appropriate in
          good standing with the Ministry at all times,  throughout the duration
          of this Agreement, the JOA to be entered into and the JVA.

     (v)  Have in accordance with the decisions of the Operating Committee,  the
          right and  obligation to represent  the Parties,  in all dealings with
          the  Government  with respect to matters  arising under OPL 310 and/or
          OML 310 as appropriate and Joint Operations.  The Owner/Operator shall
          notify the Technical Partner as soon as possible of such meetings. The
          Technical  Partner  shall have the right to attend such  meetings  but
          only in the capacity of observer.  Nothing contained in this Agreement
          shall restrict any Party from holding  discussions with the Government
          with  respect  to  any  issue  peculiar  to  its  particular  business
          interests  arising under this Agreement,  but in such event such Party
          shall  promptly  advise  the  other  Party  before  such  discussions,
          provided that such Party shall not be required to divulge to the Party
          any  matters  discussed  to the  extent the same  involve  proprietary
          information on matters not affecting the Parties.

2.3.2   The  Owner/Operator  expressly  acknowledges  to  the  Technical Partner
that  it  shall  continuously maintain OPL 310 and/or OML 310 as appropriate, in
good  standing  with the Government without interruption, and shall upon request
by  the  Technical  Partner  provide  the  Technical  Partner  with satisfactory
evidence  of  compliance  with  the  provisions  contained herein. The Technical
Partner  shall  be  entitled  to  receive  notice  of  and attend at any and all
meetings effecting OPL 310 and any renewals or extensions thereof and OML 310 as
applicable,  between  the  Owner/Operator  and  the  Ministry.

2.4     Working  Relationship
        ---------------------

     (i)  In the conduct of the Joint  Operations  contemplated in the JOA to be
          entered into,  the Technical  Partner and  Owner/Operator  shall fully
          consult with each other on a regular basis, in a harmonious manner and
          as  frequently  as may be required,  for the purpose of reviewing  and
          scheduling the activities being carried out under this Agreement;

     (ii) The Technical  Partner shall fulfil its  responsibilities  and perform
          the  duties  described  herein  under  the  general  direction  of the
          Owner/Operator and the Operating Committee; and

     (iii)The  Technical  Partner  shall be at  liberty  to  appoint  a  project
          manager  (including any subsidiary of Abacan Resource  Corporation) to
          assist it in the performance its responsibilities  herein and pursuant
          to the JOA to be entered into,  provided  that the  Technical  Partner
          shall obtain the written  consent of the Operator prior to making such
          appointment such consent not to be unreasonably withheld to be entered
          into.

2.5     Training
        --------


                                      -6-
<PAGE>
In  providing  training  assistance,  the Technical Partner shall, in accordance
with  training  plans  and  programs approved by the Operating Committee, do all
that  can  be  reasonably  required  to  result in each Nigerian employee of the
Owner/Operator  reaching  the  highest possible level of qualification.  Without
limiting  the generality of the foregoing, it is contemplated that the Technical
Partner  shall  assist  Owner/Operator  in the development of training programs,
both  for  separate  individuals  and  groups  of  trainees.

2.6     Indemnification  of  Technical  Partner
        ---------------------------------------

The Owner/Operator agrees with the Technical Partner that to the extent that the
Technical  Partner  performs the duties of Owner/Operator as defined in the JOA,
the  Technical  Partner  shall  be  fully  indemnified  in  accordance  with the
indemnities  of  Owner/Operator  contained  in  the  JOA.


                                   ARTICLE III
                      ESTABLISHMENT OF PRESENCE IN NIGERIA

3.1     Offices  and  Employment
        ------------------------

Owner/Operator  acknowledges  and recognizes that the services to be provided by
the  Technical  Partner will require the Technical Partner to establish separate
offices of its own in Nigeria.  The number of employees required to perform such
services  will  be  at  the  sole  discretion of the Technical Partner which the
Technical  Partner  warrants  will be no more than the number of employees which
may  be  reasonably  required  to  perform  its duties, and responsibilities and
services.

3.2     Personnel
        ---------

Any  of the Technical Partner's or its affiliates' personnel performing services
under  this  Agreement  shall  remain  at  all  times the employees of Technical
Partner  or  its  affiliates  and  shall  not,  for any purposes, be regarded as
employees  of  Owner/Operator.  The  Technical  Partner  or its affiliates shall
remain  solely  responsible  for the payment of their salaries and benefits, the
costs  of  which  will  however  constitute  Petroleum  Costs under the JVA. The
Technical  Partner  may,  at any time, transfer and replace any of its personnel
without  the  prior  consent  of  the  Owner/Operator.


                                   ARTICLE IV
                                   ASSIGNMENTS

4.1     Limitation  of  Assignments
        ---------------------------

The  Parties  may  assign  this Agreement to any of their parents, affiliates or
subsidiaries,  and  may subcontract any of the services to be provided hereunder
to  a  parent,  affiliate,  subsidiary or third party, provided however that the
consent  of  the other party is sought and obtained prior to any such assignment
and  which  consent  shall  not  be  unreasonably  withheld.


                                      -7-
<PAGE>
4.2     Assignment
        ----------

The  Technical  Partner  shall be entitled without further consent to assign its
obligations  and  duties  as  outlined  in  this Agreement and the Joint Venture
Agreement  to  Abacan Technical Services Limited and/or its affiliated companies
in  Nigeria.


                                    ARTICLE V
                                      TERM

5.1     Term
        ----

Unless otherwise mutually agreed by the Parties in writing, this Agreement shall
commence as at the date hereof and remain in full force and effect for a term of
ten  (10)  years  from  the commencement of production from any petroleum fields
produced  on  Concession  Block  310.


                                   ARTICLE VI
                               DISPUTE RESOLUTION

6.1     Dispute  Resolution
        -------------------

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

6.2     For  the  benefit  of  each  Party, each Party agrees and hereby submits
themselves to the exclusive jurisdiction of the High Court of Justice in England
for  resolution  of  all  disputes  arising out of or relating to this Agreement
between  them,  without  recourse to arbitration, and accordingly submits to the
exclusive  jurisdiction  of  the  English  courts.


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


          OPTIMUM  PETROLEUM  DEVELOPMENT  LIMITED

          PER:     /S/  ALHAJI  UBRAHIM  BUNU
                   --------------------------

          TITLE:   CHAIRMAN
                   --------


          AGBARA  RESOURCES  LIMITED

          PER:     /S/  WADE  CHERWAYKO
                   --------------------


          TITLE:   PRESIDENT
                   ---------


                                      -8-
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