Exhibit  10.19
                             JOINT VENTURE 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  JOINT VENTURE AGREEMENT is executed at Lagos, Nigeria on November 27, 1996
and  made  effective  as  of  November  27,  1996  by  and  between:


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

and

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


WHEREAS:

(a)  The Minister  approved the  allocation of Oil  Prospecting  Licence No. 310
     ("OPL 310") to the  Owner/Operator by a letter of allocation dated February
     3, 1992 and referenced as PI.BAL/3750/V.3/49.

(b)  In accordance with the letter of allocation referred to above, the Minister
     issued OPL 310 to the Owner/Operator on July 27, 1993.

(c)  OPL 310 has a term of five years commencing  February 3, 1992 and grants to
     the  Owner/Operator  the right inter alia, to prospect for Petroleum in and
     under the area identified as being subject to the terms of the OPL 310.

(d)  The letter of allocation and applicable  Government  legislation and policy
     stipulates that the  Owner/Operator is entitled to transfer a Participating
     Interest in OPL 310 and the  Owner/Operator  has agreed to transfer  such a
     Participating  Interest to the Technical Partner with full title guarantee,
     free from liens, charges, equities and/or other encumbrances.

(e)  It is an express term of this  Agreement that in view of the remaining term
     of the  current  OPL 310,  the  Owner/Operator  is  required  to  obtain an
     extension or renewal OPL for Concession Block 310.

(f)  The  Owner/Operator  and the  Technical  Partner have agreed to establish a
     joint  venture  for  the  purposes  of  joint   exploration,   development,
     production,  sale,  disposal and export of Petroleum won and saved pursuant
     to OPL  310  and  any  extension,  or  renewals  thereof,  from  that  area
     hereinafter  defined as Concession  Block 310, 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:


<PAGE>
                    ARTICLEI - DEFINITIONS AND INTERPRETATION
                    -----------------------------------------

1.1     In  this  Agreement, and 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  in  effect  from  time  to  time.

"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  seventy-five  (75%)  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 quantities which, in the opinion
of the Technical Partner merits, and/or under the terms of prevailing Government
legislation  or  policy  permits  the Parties to make a joint application to the
Minister for an Oil Mining Lease, said OML to be issued if possible in the joint
names  of  both  Parties  as  set  forth  in  Article  V  herein.

"CONCESSION  BLOCK 310" means the surface area to which the rights for Petroleum
prospecting,  exploration,  development,  production,  sale, disposal and export
conferred  by OPL 310 are applicable, and which area is identified in red upon a
survey  plan  attached  to the formal Oil Prospecting Licence document issued by
the  Ministry,  or  elsewhere  within the records of the Ministry and which term
shall  throughout  this  Agreement include any and all extensions or renewals to
the  term  of  OPL  310  that  may  be granted by the Ministry, any extension or
renewal  oil prospecting licence effecting the same or a similar geographic area
issued  by  the  Ministry  or  any  oil  mining  leases  arising  therefrom.

"COST  OIL"  means forty (40%) percent of the total production of Petroleum from
Concession  Block  310  which  is  allocated  to  the  Technical Partner for the
recovery  of  Petroleum  Costs.

"EFFECTIVE  DATE"  means  the  27  day  of  November,  1996;

"GOVERNMENT" means the national government of the Federal Republic of Nigeria as
represented  by  the  Minister  and/or  the  Ministry  of  Petroleum  Resources.

"JOINT ACCOUNT" means that account or accounts established and maintained by the
Technical  Partner  in  accordance with the provisions of this Agreement and the
Joint  Operating  Agreement, the costs of which are chargeable to the Parties in
accordance  with  their  Participating  Interest  of  Petroleum  Costs.

"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, in compliance with the provisions of Article X hereof, and
which  agreement  shall govern all present and future Joint Operations performed
on  Concession  Block  310.


                                      -2-
<PAGE>
"JOINT  OPERATIONS"  means such field development and decommissioning activities
involving  without  limitation,  acquisition,  seismic  operations, exploration,
development,  exploitation,  production,  sale, disposal and export of Petroleum
won  and  saved  from  Concession  Block  310,  all  decommissioning  activities
performed  thereon,  together  with any other activity which is desirable in the
reasonable  opinion  of  the  Technical Partner, and/or necessary to comply with
good  oil  field  practice.  All  Petroleum  Costs  incurred in respect of Joint
Operations  shall  be  for the Joint Account of the Parties hereto pro rata with
their  respective  Participating  Interest  of  Petroleum  Costs.

"JOINT  PROPERTY"  means, at any particular time, all wells, reservoirs (whether
discovered  or  not),  facilities,  equipment, materials, information, funds and
other  property  held  for  the  Joint Account and owned by the Parties pro rata
their  respective  Participating  Interest  of  Production.

"MINIMUM  WORK  OBLIGATIONS"  means  those  work  and/or expenditure obligations
which  must  be  performed  or completed as part of the Work Program in order to
satisfy  the  minimum work and expenditure obligations specified and established
by  the  Ministry  in  OPL  310 or any extensions or renewals thereof, and which
obligations  are  set  out  in  Schedule  "B"  hereto.

"MINISTER"  means the Honourable Minister of the Ministry of Petroleum Resources
of  the  Government.

"MINISTRY"  means  the  Ministry  of  Petroleum  Resources  of  the  Government.
"OIL  MINING  LEASE  310"  OR  "OML  310"  means  the oil mining lease issued or
issuable  in  the joint names of the Owner/Operator and the Technical Partner by
the  Ministry following the submission of a joint application to the Ministry as
set  out in Article V herein.  The application for OML 310 shall occur following
the  Technical  Partner's  determination that Commercial Quantities exist and/or
have  been  satisfied  and/or  satisfaction of the Minimum Work Obligations, and
which  OML  allows for continued long term exploration, development, production,
sale,  disposal  and export of Petroleum won and saved from Concession Block 310
in  direct continuation of those rights previously granted to the Owner/Operator
under  OPL  310  or  any  extensions or renewals thereof, all in accordance with
applicable  Government  legislation  and  administrative  policy.

"OIL PROSPECTING LICENCE NO. 310" OR "OPL 310" means Oil Prospecting Licence No.
310  issued  by  the  Minister  to  the  Owner/Operator  in  accordance with the
provisions  of  applicable  Government legislation on February 3, 1992, having a
term of 5 years from the date thereof and when used herein shall include (a) all
rights, title and interest granted by the Ministry therein, (b) any extension or
renewal  of  the existing oil prospecting licence and any new or replacement oil
prospecting  licence  issued by the Ministry to the Owner/Operator following the
expiry  of the term of the current oil prospecting licence effecting the same or
substantially  the  same  geographic  area  or  any  part  thereof,  and (c) all
schedules  and  plans  attached thereto or referred to therein pursuant to which
the  Owner/Operator (and the Technical Partner by virtue of this Agreement) have
acquired  an  interest in all Petroleum found and produced within the geographic
area  defined and described in the oil prospecting licence and any extensions or
renewals  thereof  including  specifically  the  right to prospect for, save and
remove,  export  and  dispose  by  way  of  sale, any such Petroleum discovered.

"OWNER/OPERATOR"  means Optimum Petroleum Development Limited of Lagos, Nigeria.

"OPERATING  COMMITTEE"  means  the  that  committee  designated as the Operating
Committee  in accordance with the provisions of the JOA and which is established
in  accordance  with  the  terms  of  Article  X.

"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 and Article VII hereof.


                                      -3-
<PAGE>
"PARTICIPATING INTEREST OF PETROLEUM COSTS" means the undivided interest of each
Party,  expressed  as  a  percentage,  in  the  right,  benefits and obligations
established  by  this Agreement, as more particularly set forth and described in
Article  VI  hereof.

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

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

"PARTIES"  mean  collectively  the  Owner/Operator  and  Technical  Partner.

"PAYOUT"  means that point in time when gross revenues from the sale of Cost Oil
is  equal  to  the  Petroleum  Costs  in  respect  of  Concession  Block  310.

"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.

"PETROLEUM COSTS" means all obligations, liabilities, costs, claims and expenses
of whatever nature incurred by the Technical Partner, both within and outside of
Nigeria,  whether  incurred  before,  during  or  after  the commencement of the
Minimum  Work  Obligations and/or commencement of Joint Operations on Concession
Block  310  or  any extension thereof, and any and all operations thereon, or in
respect  thereof.  All  such  costs  incurred  shall  be  allocated to the Joint
Account  whether  those  costs  were incurred before or after the Effective Date
hereof.  For  the  avoidance  of  doubt,  any  and  all  costs  associated  with
decommissioning  of  field operations of whatever nature on Concession Block 310
are  included  within  this  definition  of  Petroleum  Costs.

"PROFIT  OIL"  means  that  percentage of the total production of Petroleum from
Concession  Block  310,  in  excess  of  Cost  Oil and Tax Oil (being 30% before
payout),  which is allocated to the Parties in accordance with the provisions of
Article  VII  hereof.

"TAX  OIL"  means thirty percent (30%) of the total production of Petroleum from
Concession Block 310 which is allocated to the Government as full payment of any
and  all  royalties,  taxes  and  petroleum  profits  taxes  or  other  similar
assessments  and  includes  any  oil  which  the  Government elects, in its sole
discretion,  to  take  in  kind.

"TECHNICAL  ASSISTANCE  AGREEMENT"  means  the  Technical  Assistance  Agreement
between  the Technical Partner and Owner/Operator setting forth the terms of the
technical and operational support to be provided by the Technical Partner to the
Owner/Operator,  and  which  agreement  is  appended  hereto  as  Schedule  "C".

"TECHNICAL  PARTNER"  means  Agbara  Resources  Limited with an office in Lagos,
Nigeria.

"WORK  PROGRAM"  means  the  general  work  program  and  Joint Operations to be
conducted  on  Concession Block 310, to be prepared by the Technical Partner and
approved  by  the  Ministry.

1.2     Appended  hereto  are  the  following  schedules:


                                      -4-
<PAGE>
Schedule "A"  -  OPL 310 and related correspondence and documentation from
                 the  Ministry  issued  as  of  the  Effective  Date  hereof
Schedule "B"  -  Minimum  Work  Obligations
Schedule "C"     -     Technical  Assistance  Agreement

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
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 - SCOPE
                                ------------------

2.1      The  Parties  hereby  undertake  and agree subject to and in accordance
with  the  terms  of  this Agreement, to associate and participate together in a
joint  venture  for the conduct of Joint Operations on Concession Block 310.  In
particular,  the  Parties  agree  that  they  shall at all times, use their best
endeavours  to  facilitate  joint  exploration, field development, exploitation,
production,  sale  and  disposal,  export  of  Petroleum  won  and saved and all
decommissioning  activities  relating  thereto,  together  with other activities
necessary  in  the  reasonable  opinion  of  the Technical Partner to facilitate
exploration  and  development  of  Concession  Block  310.

2.2      During  the  continuance of this Agreement, both the Owner/Operator and
the Technical Partner shall, in respect of any and all Joint Operations or other
operations performed on or under Concession Block 310, use their best endeavours
to  ensure  that  such  operations are conducted at all times in compliance with
good oil field practice.  Each of the Parties shall continue to act at all times
in  the  manner which shall (a) ensure the continued good standing of OPL 310 or
any  extensions  or renewals thereof and/or OML 310 as appropriate, (b) maintain
the integrity of any Petroleum reservoirs contained within Concession Block 310,
and  (c)  ensure  compliance  with  the  terms  of all contracts entered into in
respect  of  Concession  Block  310 which are necessary for the conduct of Joint
Operations  thereon.


                        ARTICLE III - GOVERNMENT APPROVAL
                        ---------------------------------

3.1      The  Owner/Operator  will  forthwith provide the Technical Partner with
satisfactory  evidence  that the Owner/Operator is the lawful and legal licensee
of OPL 310, that OPL 310 is valid and subsisting, that the Owner/Operator is not
in  default  thereof  and that all terms imposed by the Minister and Ministry in
respect  of  OPL 310 are at any particular time including the Effective Date, in
good  standing.


                                      -5-
<PAGE>
3.2      The  Owner/Operator  will  supply  the Technical Partner with a copy of
any  and  all documentation confirming the Owner/Operator's legal and beneficial
ownership  interest  of  OPL  310  and  any  extensions or renewals thereof.  In
particular  the Owner/Operator accepts that it is required to demonstrate to the
satisfaction  of  the  Technical  Partner that it has full title guarantee, free
from  any  liens,  charges, equities or other encumbrances in respect of OPL 310
and/or  OML  310  as  applicable.

3.3      The  Owner/Operator  shall  also provide the Technical Partner with any
amendments  and  correspondence  relating  to its ownership interest in OPL 310,
including  any  and all applications for extensions or renewals thereof together
with  copies  of  all geological, geophysical and any other technical data which
the  Owner/Operator  has  in  its possession relating to Concession Block 310 or
immediately  surrounding  concession  blocks.

3.4      The  Owner/Operator  agrees  with  the  Technical Partner that it shall
promptly  provide  the  Technical Partner with true copies of all correspondence
concerning  OPL  310  and,  when  applicable,  OML  310  that  are issued by the
Owner/Operator  and/or  the  Ministry.

3.5      The  Owner/Operator acknowledges to the Technical Partner that it shall
continuously  maintain  OPL  310  and/or OML 310 as applicable, 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.


                         ARTICLE IV - EXPLORATION PROGRAM
                         --------------------------------

4.1      The  Parties  shall  carry  out  an exploration program upon Concession
Block  310 in accordance with the Work Program and which Work Program will, upon
completion  be  sufficient  to  meet the Minimum Work Obligations imposed by the
Ministry  in  respect  of  OPL  310, and any renewals or extensions thereof, and
which Minimum Work Obligations shall be sufficient to secure each of the Parties
with  a Participating Interest of Production produced from Concession Block 310.

4.2      The  conduct of the Work Program and all Joint Operations on Concession
Block  310  shall  be  in accordance with the terms of the JOA and in accordance
with  prevailing  good  oil  field  practice.


                   ARTICLE V - APPLICATION FOR OIL MINING LEASE
                   --------------------------------------------

5.1      In  the  event that Petroleum is discovered in Commercial Quantities on
Concession  Block  310  and/or  the  Parties have complied with the Minimum Work
Obligations  set  forth  in  OPL  310 or any renewals or extensions thereof, the
Owner/Operator  together  with  the  Technical Partner shall collectively make a
joint  application  on behalf of both Parties to the Ministry for OML 310 at the
earliest possible date.  The application shall specifically request that the OML
be  jointly  issued  in  the  names of both the Owner/Operator and the Technical
Partner.


              ARTICLEVI - PARTICIPATING INTEREST OF PETROLEUM COSTS
              -----------------------------------------------------

6.1      All  Petroleum  Costs  incurred  in respect of Joint Operations whether
incurred before or after the Effective Date carried out in respect of Concession
Block  310,  before  Payout,  shall  be  allocated  as  follows:

     Owner/Operator            0%
     Technical  Partner      100%

6.2      All Petroleum Costs incurred in respect of Joint Operations carried out
in  respect of Concession Block 310, after Payout, shall be shared and allocated
as  follows:


                                      -6-
<PAGE>
     Owner/Operator           60%
     Technical  Partner       40%

6.3      All  Petroleum  (subject  to  Tax  Oil), Joint Property and any and all
other  equipment,  material  or  property  of  whatsoever  nature related to the
conduct of any Joint Operations on Concession Block 310 (other than equipment or
property that is leased from third parties) 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 of
Petroleum  Costs.

6.4      Unless  otherwise  provided  in  this Agreement, the obligations of the
Parties  herein  and  all  liabilities  and  expenses  incurred by the Technical
Partner  in  connection  with the Joint Operations shall be charged to the Joint
Account  and all credits to the Joint Account shall be shared by the Parties, as
among themselves, all in accordance with their respective Participating Interest
of  Petroleum  Costs.

6.5      Each  of  the  Parties  hereby  covenants  to contribute and/or pay the
Petroleum  Costs  which  shall  include  the  Technical  Partner's assessment of
decommissioning  costs  (such  costs  to be assessed in accordance with good oil
field  practice), in an amount equal to its respective Participating Interest of
Petroleum  Costs  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  of  Petroleum  Costs.

6.6      Any  tax  credits, royalty credits or reduction in Tax Oil or any other
benefits  generated  by  or  resulting  from or arising in connection with Joint
Operations  carried  out  on  Concession Block 310 shall be shared and allocated
equally  between  the  Parties.

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

7.1      The  Owner/Operator hereby acknowledges and confirms that the Technical
Partner  is  entitled to its Participating Interest of Production for Concession
Block  310  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 Concession Block 310 shall be
shared  and  allocated  as  follows:

(a)     Before  Payout:

                             Cost Oil  Tax Oil  Profit Oil
                             --------  -------  ----------

          Technical Partner       40%       0%         20%
                             --------  -------  ----------

          Owner/Operator           0%       0%         10%
                             --------  -------  ----------

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

(b)     After  Payout:

                             Cost Oil  Tax Oil  Profit Oil
                             --------  -------  ----------

          Technical Partner        0%       0%         30%
                             --------  -------  ----------

          Owner/Operator           0%       0%         40%
                             --------  -------  ----------

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


                                      -7-
<PAGE>
7.3      In  the  event  the  Government  elects  to  exercise  its  right  to
participate  in  the  development of Concession Block 310 such rights to include
the  benefits  and  obligations  associated  with  such  participation,  the
Participating Interest of Production of the Parties will be amended accordingly,
on  a  pro rata basis, based upon the level of Government participation provided
however  that  the Participating Interest of Production of the Technical Partner
shall  in  no  event  be reduced to less than 24%.  The Parties agree to execute
such  documents as may be necessary to reflect any such transfer of interest and
joinder  of  the  Government  as  a  party  to  the  terms  of  this  Agreement.

7.4      Subject  to  Article  7.3, the Owner/Operator agrees with the Technical
Partner  that  in  the event that Tax Oil payable to the Government exceeds 30%,
that  there  will  be  no  reduction  to  the  Technical Partner's Participating
Interest  of  Production  to  less  than  24%.

7.5      In  the  event  of Government participation, the rights and obligations
of  the Parties as set forth herein shall remain unchanged as they relate to one
another.  However,  at  the  request of the Technical Partner, the Parties shall
enter into separate JOA and other agreements with the Government with respect to
the  rights,  obligations  and  benefits  of the Parties on the one hand and the
Government  on the other.  Any payments received from the Government arising out
of  such  participation  shall  be  credited  to  the  Joint Account and applied
pro-rata  to  the  Parties  Participating  Interest  of  Production.


                                      -8-
<PAGE>
                          ARTICLE VIII - DECOMMISSIONING
                          ------------------------------

8.1      The  Parties  to  this Agreement expressly acknowledge that they may be
liable to undertake decommissioning operations and consequently to make payments
in respect of future decommissioning expenditure either by Government law and/or
regulation or by operation of international law which the Parties agree shall be
based upon the level of the Participating Interest of Production attributable to
them  during  the  term  of  this  Agreement.

8.2      Accordingly,  the Parties have agreed that the Technical Partner should
consult  with  technical  taxation  and  such  other  specialists, as necessary,
operating  in  the area of decommissioning to obtain an estimate of the level of
decommissioning  expenditures  and  to  prepare  a  model  for  decommissioning
operations  including  a  payments  schedule.

8.3     In the event that both Parties decide to withdraw from operations or are
required to do so pursuant to this Article, the Parties agree that they shall be
bound  by  the  terms  and  conditions  of  this Agreement for so long as may be
necessary  to wind up the affairs of the Parties with the Government, to satisfy
any  requirements  of  applicable  law or to facilitate the sale, disposition or
decommissioning  of  property (whether Joint Property or otherwise) or interests
held  by  the  Joint  Account.

8.4      Nothing  herein  shall eliminate the obligations of the Parties for any
and  all  decommissioning  liabilities  or  costs  and the Parties agree to make
payment  of  their full decommissioning liability upon demand by the other Party
based  upon  their  Participating  Interest  of  Petroleum  Costs  at  the  time
decommissioning  commences.

                                   ARTICLE IX -
                                   ------------
                           ASSIGNMENT OF PARTICIPATING
                           ---------------------------
                   INTEREST AND RESTRICTIONS OF SHARE TRANSFER
                   -------------------------------------------

9.1      Subject  always  to  the requirements of this Agreement, including, the
obligation  of  the  Owner/Operator  to  maintain  OPL  310  and/or  OML 310, as
applicable,  in  good standing with the Government at all times, the transfer of
all  or  part of a Party's Participating Interest shall be effective only if the
transferring  Party  satisfies  the  terms  and  conditions  set  forth  herein.

9.2      The  Owner/Operator  shall  not  permit any transfer or issuance of its
shares  or  those  of  its  Affiliates  that  will  result  in:

     (a)  those  shareholders  of the  Owner/Operator  or its  Affiliates on the
          Effective   Date   holding   less  than  75%  of  the  shares  of  the
          Owner/Operator or its Affiliates following the share sale transaction;
          and

     (b)  any of the  shares of the  Owner/Operator  being  held by any  person,
          corporation  or other entity that is or is regarded as being a foreign
          entity  under the terms of letter of  allocation  from the Ministry to
          the  Owner/Operator   dated  February  3,  1992  or  under  any  other
          Government legislation or policy.

9.3      Notwithstanding  Article 9.2(a) above, the Owner/Operator including its
Affiliates  who  have  or may acquire a Participating Interest in OPL 310 and/or
OML  310  as  appropriate,expressly  agrees  that  it  shall  be prohibited from
undertaking  any  share issuance or transfer, including the pledge of its shares
as  security  or  otherwise,  where  such  dealings  may  have  the  effect  of
constituting  a  breach  of  any  of  the  terms  of  OPL 310 and/or OML 310, as
appropriate,  the  letter  of  allocation,  the  OPL  310  deed document, or any
applicable  Government  legislation  or  policy.  Such  a restriction shall also
apply  to  the Technical Partner subsequent to its name appearing on the OPL 310
and/or  OML  310,  as  appropriate.


                                      -9-
<PAGE>
9.4      The  Owner/Operator shall not transfer, assign, farmout, pledge, charge
or  otherwise  encumber  its  Participating  Interest  in OPL 310 or OML 310, as
applicable,  with  any  third  party  without the express written consent of the
Government,  such  consent  to  specifically  state that following the transfer,
assignment,  farmout, pledge, charge or encumbering that OPL 310 and/or OML 310,
as  appropriate,  continues  to  be  in all respects valid and in good standing.
Such  a  restriction shall also apply to the Technical Partner subsequent to its
name  appearing  on  the  OPL  310  and/or  OML  310,  as  appropriate.

9.5      The Owner/Operator expressly accepts that the foregoing restrictions on
its dealings with its shares and Participating Interest is essential in order to
maintain  OPL  310 and/or OML 310 as appropriate, in good standing for continued
benefit  of  both  Parties  to  this  Agreement.

9.6      Subject  always  to  receipt  of  the requisite consents and Government
approvals  to  any  transfer  of  interest as set forth in this Article IX, if a
Party  transfers  all  or part of its Participating Interest herein, the Parties
shall amend this Agreement to reflect the revised Participating Interests of the
Parties.

                                    ARTICLE X
          JOINT OPERATING AGREEMENT AND TECHNICAL ASSISTANCE AGREEMENT
          ------------------------------------------------------------

10.1     The  Parties hereto agree that the Joint Operations on Concession Block
310  shall  be  conducted in accordance with the provisions of a Joint Operating
Agreement  and  Technical Assistance Agreement, and which JOA shall establish an
Operating  Committee  in  accordance  with  the  terms  hereof.

10.2     The  Parties  hereby  adopt, approve and agree to abide and be bound by
the terms  of  the Technical Assistance Agreement in the form attached hereto as
Schedule  "C";

10.3     With  reference  to  Article  10.1 above, the Parties agree that within
120  days  of  the  date of execution of this Agreement, the Parties shall enter
into  a  Development  Phase  JOA  to  be  prepared by the Technical Partner (the
Development  Phase  JOA)  in  a  format  to  be agreed between the Parties which
format  shall  (without  limitation)  deal  with  the  following  matters:

     (a)  the role of the Operator;
     (b)  establishment and role of the Operating  Committee in keeping with the
          powers and obligations referred to throughout this Agreement;
     (c)  role of the Technical Partner vis-a-vis the Operator and the Operating
          Committee;
     (d)  the role/function of the Technical Assistance Agreement;
     (e)  issues of liability;
     (f)  the Parties' relationships;
     (g)  Joint Operations including;
          -    Programs
          -    Budgets
          -    Authorizations For Expenditure
          -    Audits
          -    Contract procurement and approval
     (h)  Sole Risk Operations;
     (i)  Non consent;
     (j)  Default;
     (k)  Offtake and access to the reservoir;
     (l)  Minimum shareholding restriction on the Owner/Operator consistent with
          the provisions herein;
     (m)  Assignment and withdrawal;
     (n)  Unit operating agreements;
     (o)  Decommissioning;
          -    Framework
          -    Joint and several liability
          -    Policy
          -    Establishment of a fund or other payment device
          -    Formula
          -    Nature of security



                                      -10-
<PAGE>
        -  Timing  of  security
        -  Failure  to  provide  security
        -  Default

10.4     The  Parties  acknowledge  that  for  the  duration  of the term of the
Technical  Assistance  Agreement,  the Operating Committee established under the
JOA shall be comprised of three representatives of the Technical Partner and two
representatives  of  the  Owner/Operator  and  that  thereafter,  the  Operating
Committee  shall be comprised of three representatives of the Owner/Operator and
two  representatives  of  the Technical Partner. The Operator (as defined in the
JOA)  shall at all times be subject to the inherent supervision and direction of
the  Operating  Committee.

10.5     In  addition,  when Commercial Quantities are proven and/or the Minimum
Work Obligations are satisfied and the Parties have successfully applied for and
have  been  jointly issued OML 310 by the Ministry, the Parties shall review the
provisions  of  the  existing  Development  Phase  JOA  to  be  entered  into in
compliance  with Article 10.3 above.  If in the opinion of the Technical Partner
acting  reasonably  and  in  compliance  with  good oil field practice, a new or
revised  JOA  governing  Joint  Operations  relating  to  the conduct of ongoing
production  activities  on  Concession Block 310 is regarded as being necessary,
the Parties shall enter into a Production Phase JOA (the "Production Phase JOA")
to  be  prepared  by  the  Technical  Partner within 120 days of the date of the
Technical  Partners'  written  request  for  execution  of  such  an  agreement.
However,  failure to enter into such an agreement within 120 days of the date of
request  by  the  Technical  Partner  shall  mean that then prevailing JOA shall
continue  to  apply  to  Joint  Operations  upon  Concession  Block  310.

10.6     A  further  review  of  the  terms  of  the  then  current JOA shall be
undertaken  by  the  Parties,  upon  the  decision by the Operator following the
advice of the Technical Partner that it is necessary to commence decommissioning
operations  in  respect  of  Concession  Block  310.  If  a  new  or revised JOA
governing  Joint Operations relating to decommissioning activities on Concession
Block 310 is necessary in the opinion of the Technical Partner acting reasonably
and in compliance with good oil field practice, the Technical Partner shall make
a  written  request that the Parties enter into a Decommissioning Phase JOA (the
"Decommissioning  JOA")  to be prepared by the Technical Partner within 120 days
of  the  date  of  written  request  by  the  Technical  Partner.

10.7     All  Joint Operations upon Concession Block 310, including formation of
an  Operating  Committee  to  govern Joint Operations upon Concession Block 310,
shall be carried out in accordance with the provisions of the then current Joint
Operating  Agreement  and  Accounting  Procedure.


                                      -11-
<PAGE>
                         ARTICLE XI - DISPUTE RESOLUTION
                         -------------------------------

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

11.2     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
jurisdiction  of  the  English  courts.


                          ARTICLE XII - ENTIRE AGREEMENT
                          ------------------------------

12.1     This  Agreement constitutes the entire agreement between the Parties in
connection  with  the  subject  matter  and  supersedes and cancels all previous
negotiations,  commitments  or  writings  with  respect  to  the  subject matter
referenced  herein  and  the  Parties acknowledge that neither Party has entered
into  this  Agreement  in  reliance  upon  any  representation,  warranty and/or
undertaking  which  is  not  set  out  or  referred  to  in  this  Agreement.


                      ARTICLE XIII - EFFECTIVE DATE AND TERM
                      --------------------------------------

13.1     This  Agreement  shall  have  effect from the Effective Date and shall,
subject always to the Parties' continuing obligations under Articles V, VIII and
XV  herein,  continue  in  full  force  and  effect  until:

     (a)  all wells have been properly abandoned in accordance with Article 8;

     (b)  all obligations,  claims, arbitrations and lawsuits (if any) have been
          settled or otherwise  disposed of in accordance  with the terms of the
          applicable JOA;

     (c)  the time relating to the protection of  confidential  information  and
          for proprietary  technology has expired in accordance with Article 15;
          and

     (d)  in the opinion of the Technical Partner acting reasonably, it has been
          determined   that   Commercial   Quantities  have  not  or  cannot  be
          established or are economically unrecoverable.


                           ARTICLE XIV - FINANCIAL YEAR
                           ----------------------------

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

14.2     The  financial  books and records of the joint venture shall be kept in
accordance  with generally accepted accounting principles and procedures of such
jurisdiction  as  the  Operating  Committee  may  determine  based  upon  the
recommendation  of  the  Technical  Partner.

14.3     Subject  to  the  terms  of the Joint Operating Agreement to be entered
into  in compliance with Article X above within 120 days hereof, 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.


                                      -12-
<PAGE>
                       ARTICLEXV - FIDUCIARY RELATIONSHIP
                       ----------------------------------

15.1     The  Parties  covenant  and  agree  that they are entering into a joint
venture  relationship  and  owe  each  other  the  highest  level  of  fiduciary
responsibility  and,  subject to Article 15.2 herein, will not, while Parties to
this  Agreement  or  for  a  period  of  five years 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
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,
all  agreements  between  the Parties, 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.

15.2     The  obligation  of  the Parties as set forth in Article 15.1 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:

     (a)  was  demonstratably  known to a Party prior to the  Effective  Date 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,  other  financial   institutions,   contractors  or
          potential investors in the project.

15.3     Except  as  expressly provided in this Agreement, 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.

15.4     Disclosure  pursuant  to Article 15.2(f) shall not be made unless prior
to such disclosure, the disclosing Party has obtained a written undertaking from
the  recipient to keep the data and information strictly confidential and not to
use  or  to  disclose the data or information except for the express purpose for
which  the  disclosure  is  to  be  made.

15.5     Any  Party  ceasing  to own a Participating Interest during the term of
this Agreement shall nonetheless remain bound by the obligations of this Article
XV  and  any  disputes  shall  be resolved in accordance with Article XI hereof.

15.6     Nothing  in this Agreement shall require a Party to divulge proprietary
technology  to  the  other Party; provided that where the cost of development of
proprietary  technology  has been charged to the Joint Account, such proprietary
technology shall be disclosed to all Parties bearing a portion of such costs and
may  be  used  by  such  Party  or  its  affiliates  in  other  operations.


                                      -13-
<PAGE>
15.7     Notwithstanding the foregoing provisions of this Article, the Technical
Partner  with  the approval of the Operating Committee, may make well trades and
data  trades  for  the  benefit  of the Parties, with another company or body to
secure  data,  the  cost  of  which shall be charged to the Joint Account.  Data
obtained  shall  be  furnished  to  all Parties.  In such a situation, Technical
Partner  must  enter  into  an undertaking with any third party to such trade to
keep  such  information  confidential.


                        ARTICLE XVI - AMENDMENT AND WAIVER
                        ----------------------------------

16.1     Neither  this  Agreement  nor  any  of  its  provisions may be changed,
waived,  discharged or terminated orally or by any course of conduct but only by
an  instrument  in  writing  signed  on  behalf  of  each  Party.

16.2     No  failure  to  exercise  or  delay  in exercising any right, power or
privilege  under this Agreement or the part of any of the Parties shall act as a
waiver.  No  singular  or partial exercise of any such right, power or privilege
shall  preclude  any  other or any further exercise or the exercise of any other
right,  power  or privilege.  The rights and remedies provided in this Agreement
are  cumulative  and  not  exclusive of any other right or remedies otherwise by
provided  by  law  unless  expressly  stated.



                             ARTICLE XVII - COVENANTS
                             ------------------------

17.1     The  Owner/Operator  covenants  with  the Technical Partner 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  310  and  the
          geographic  area  contained  within  Concession  Block  310,  and  the
          Owner/Operator  has  not  transferred,  conveyed,  sold,  farmed  out,
          granted  royalties to third parties or in any way encumbered its legal
          or beneficial interest as licensee of OPL 310 and confirms that it has
          full title  guarantee free from any liens,  charges,  equities  and/or
          encumbrances with respect to OPL 310 and/or OML 310 as appropriate;

     (c)  the  Owner/Operator  has the  right  and  authority  to  execute  this
          Agreement and has the lawful  authority under the terms of OPL 310 and
          otherwise,  to  transfer  and  assign  an  unencumbered  Participating
          Interest  with full title  guarantee,  free from any  liens,  charges,
          equities  and/or  encumbrances,   to  the  Technical  Partner  all  in
          accordance with the provisions set forth herein;

     (d)  the form of oil prospecting  licence  identified as OPL 310 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 310, and OPL 310 is valid and in good
          standing with the  Government  and all other  regulatory  agencies and
          authorities;

     (e)  the  Owner/Operator  shall  assist  in the  promotion  and  successful
          conduct of the joint  venture  including  obtaining  and providing the
          Technical  Partner  with  (1)  all  necessary   Government  and  other
          approvals required to perform the Joint Operations,  (2) a copy of the
          oil prospecting licence deed document, (3) any correspondence or other
          documentation  (including geological,  geophysical and other technical
          data) which the Owner/Operator  now has in its possession  relating to
          Concession  Block  310,  and (4) any  and  all  future  correspondence
          between the Owner/Operator and the Ministry in connection with OPL 310
          and any extensions or renewals thereof;


                                      -14-
<PAGE>
     (f)  the Owner/Operator shall, upon execution of this Agreement,  forthwith
          make  application  to the  Ministry  for such  extension,  renewal  or
          replacement  of OPL 310 as is necessary to enable the  performance  of
          the Minimum  Work  Program  within two years of the date  hereof.  The
          Owner/Operator  acknowledges  that  the  obtaining  of  an  extension,
          renewal  or  replacement  of OPL  310 is a  strict  condition  of this
          Agreement in favour of the  Technical  Partner and that the  Technical
          Partner  shall not be required to initiate work on OPL 310 or make any
          additional payments to the Owner/Operator herein until it is satisfied
          that the  Owner/Operator  has  obtained or will  obtain an  extension,
          renewal or  replacement  of OPL 310,  all to the  satisfaction  of the
          Technical Partner;

     (g)  The  Owner/Operator  and the Technical  Partner shall work together to
          meet  the  Minimum  Work   Obligations   and/or  to  demonstrate  that
          Commercial  Quantities of Petroleum exist within  Concession Block 310
          and upon meeting either, or both of these criteria, the Owner/Operator
          and the Technical  Partner shall make a joint application for a OML to
          be issued in the joint  names of both  Parties  to this  Agreement  in
          compliance  with  Articles 5.1 and 5.2 above,  and the  Owner/Operator
          covenants that upon  establishment of Commercial  Quantities,  it will
          use its best  endeavours  to secure the issue of OML 310 in respect of
          Concession  Block  310 in the  joint  names  of both  Parties  to this
          Agreement in compliance with Articles 5.1 and 5.2;

     (h)  The  Owner/Operator  expressly  acknowledges  that it is  bound by the
          restrictions  on  transfer  set out in  Article  IX herein in order to
          maintain OPL 310 and/or OML 310 as  appropriate  in good standing with
          the Ministry.

17.2     The  Technical  Partner  covenants  as  follows:

     (a)  the Technical  Partner 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)  it shall fulfil its financial obligations to the Owner/Operator as set
          forth in Article 16 hereof.

     (c)  the Technical Partner shall provide all necessary financial, 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 Technical Assistance  Agreement,  and shall conduct its activities
          in accordance with good oilfield practice.

17.3     For  the  avoidance  of  doubt,  the  entire provisions of this Article
XVII  are  cumulative, and the Parties must ensure that these covenants continue
to  remain  valid  at  all times during the term of this Agreement.  At any time
during  the  continuance  of  this Agreement, either Party may ask the other for
evidence  that  it  is  continuing  to  comply  with these covenants in a format
satisfactory  to  it.


                          ARTICLE XVIII - MISCELLANEOUS
                          -----------------------------

18.1     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.

18.2     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, provided however that both Parties shall be
liable  to  each  other for the decommissioning obligations set forth in Article
XIII  herein.  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.

18.3     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:


                                      -15-
<PAGE>
     Owner/Operator:
                         Optimum  Petroleum  Development  Ltd.
                         18E  Gerrard  Road
                         Ikoyi,  Nigeria

                         Fax:     00-234-1-684-398

                         Attention:     The  Managing  Director


     Technical Partner:
                         Agbara  Resources  Limited
                         7th  Floor,  Folawiyo  Plaza
                         38  Warehouse  Road
                         Apapa,  Lagos,  Nigeria

                         Fax:  00-234-1-545-0301

                         Attention:     Wade  G.  Cherwayko
                         President

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 it address
for  service  hereunder and shall be deemed to be given and 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.

18.4     If  at  anytime,  one or more of the provisions of this Agreement is or
becomes  invalid, illegal or unenforceable for any reason in respect of or under
any  law  or  regulation,  the  validity,  legality  and  enforceability  of the
remaining  provisions  of  this  Agreement shall not, as a result be effected or
impaired  in  any  way.

18.5     Each  Party  shall,  when  required to do so by the other Party to this
Agreement  now  or  at  any  future  time,  do, or so far as each is able to do,
procure  the  doing  of all such acts and/or execute or procure the execution of
all  such  documents  in  a  form  satisfactory  to the other Party as required.

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

18.7     Each  Party  shall  be  responsible  for  payment  of  its  own  legal,
accounting  and other costs in respect of the negotiation, completion, execution
and  implementation  of  this  Agreement.

18.8     The  Owner/Operator  expressly  acknowledges that the Technical Partner
shall  be  under  no  obligation to initiate Joint Operations or incur Petroleum
Costs  until  an  extension  or  renewal  OPL  for Concession Block 310 has been
granted  by  the  Government  in  a  form satisfactory to the Technical Partner.


                                      -16-
<PAGE>
                                   SCHEDULE A

                         TO THE JOINT VENTURE AGREEMENT
                         DATED NOVEMBER 27, 1996 BETWEEN
                      OPTIMUM PETROLEUM DEVELOPMENT LIMITED
                          AND AGBARA RESOURCES LIMITED


<PAGE>
                                   SCHEDULE B

                         TO THE JOINT VENTURE AGREEMENT
                          DATED NOVEMBER, 1996 BETWEEN
                      OPTIMUM PETROLEUM DEVELOPMENT LIMITED
                          AND AGBARA RESOURCES LIMITED


                            MINIMUM WORK OBLIGATIONS
                (to be completed prior to the expiry of OPL 310)



1.       Seismic  operations and the drilling of 3 wells, all as approved by the
Ministry;  or

2.       The  establishment  of  Commercial  Quantities (as defined in the Joint
Venture  Agreement)  that permit the Owner/Operator and the Technical Partner to
jointly  apply  to  the  Government  for the conversion of OPL 310 into OML 310.


<PAGE>
                                   SCHEDULE C

                         TO THE JOINT VENTURE AGREEMENT
                          DATED NOVEMBER, 1996 BETWEEN
                      OPTIMUM PETROLEUM DEVELOPMENT LIMITED
                          AND AGBARA RESOURCES LIMITED

                         TECHNICAL ASSISTANCE AGREEMENT


[This  document  is  filed  as  Exhibit 10.20 to the Form 10-KSB dated effective
March  1,  1999]

<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.

          OPTIMUM  PETROLEUM  DEVELOPMENT  LIMITED


          Per:     /s/  Alhaji  Ubrahim  Bunu
                   --------------------------


          Title:   Chairman
                   --------


          AGBARA  RESOURCES  LIMITED


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


          Title:   President
                   ---------


<PAGE>