EXHIBIT  10.2
                             TERMINATION. SETTLEMENT
                             -----------------------
                       AND RELEASE SUPPLEMENTAL AGREEMENT
                       ----------------------------------

Between

     (1)  Amni International Petroleum Development Company Limited ("Amni")

     (2)  Liberty Technical Services Limited ("Liberty")

Dated:          June  1998

Whereas

This  Supplemental  Agreement  is  supplemental  to:

     (A)  a  Termination,  Settlement  and  Release  Agreement  relating  to the
          Licences/Leases  ("TSRA")  whereby  (inter  alia)  Liberty's  existing
          interest is exchanged for a ten per cent.  (10%)  Working  Interest in
          the Deep Zone

     (B)  As part of such arrangement the parties have also respectively  agreed
          to various other terms and conditions as set out herein.

NOW  THEREFORE  it  is  agreed  as  follows:

1.     Definitions
       -----------

     (a)  All terms  defined in the TSRA shall have the same meaning  where used
          in this Supplemental Agreement;

     (b)  The following term shall have the meaning ascribed thereto:

     Langley   the Mobile  Offshore  Production Unit all as more fully described
               in the Assignment and Bill of Sale attached hereto as Schedule B

2.     Amni and Liberty shall provide Total International Limited ("Total") with
irrevocable  written  instructions  related  to  the  disbursement  of  revenues
attributable  to  the  lift to be completed by Total on or about June 22nd, 1998
which  shall  include  an  instruction  to  pay  Liberty $750,000 in the form of
Schedule  D in respect of all amounts owing to Liberty in respect of general and
administrative  costs  and  operating  costs.

3.     Contemporaneously with this Agreement and in consideration of Sedco Forex
("Sedco")  and  Schlumberger Overseas S.A. ("Schlumberger") forgiving all of the
Liberty/Amni indebtedness to Sedco and Schlumberger pursuant to the Agreement in
the form attached as Schedule A, Liberty shall enter into an Assignment and Bill
of  Sale  with  regard to the Langley in favour of Sedco in the form attached as
Schedule B whereby all of the respective rights title and interest of Liberty to
the  Langley  are  transferred  to  Sedco.  In  contemplation  of  the foregoing
assignment.  Amni  hereby waives for the benefit of Liberty any rights claims or
interests  it  may  have  in  respect  of  the  Langley.


<PAGE>
4.     Existing  Creditors  -
       ----------------------

Amni  hereby  agrees  to  indemnify,  and  hold harmless Liberty, (which for the
purpose of this clause shall include all of its past and present administrators,
affiliates,  agents,  assignees,  attorneys  of  record,  directors,  employees,
officers,  partners,  predecessors,  receivers,  shareholders,  subsidiaries,
successors  and  trustees  ("Indemnified Parties")) from and against any and all
liabilities,  including  without limitation attorneys' fees, damages, fines, out
of  pocket  costs,  penalties,  and  related  costs  of  experts  ("Indemnified
Liabilities")  arising  from,  based on, related to or associated with the Joint
Development  and  Joint  Operating  Agreements  or  Joint  Operations  listed in
Schedule  C  attached  hereto  (the  "Joint  Development Claims"). Further, Amni
hereby  assumes  the  payment of the Joint Development Claims but not further or
otherwise.  As  soon  as  reasonably possible Amni shall offer to all holders of
Joint  Development  Claims  a mechanism whereby a proportion of revenues arising
from WA Field, including if necessary, a portion of the revenues attributable to
Amni's  interest  in  the Deep Zone are made available so that all current Joint
Development  Claims  are  promptly  met  when  due and accrued Joint Development
Claims  are paid over an agreed pen' od. In return Amni shall require each Joint
Operations  Claim  holder  accepting  any  payment from Amni to waive all claims
against  Liberty. No payments of any kind shall be made by Amni to the holder of
any  Joint  Development  Claims  unless  such  holder  first releases Liberty in
writing  from any liability with respect to the Joint Development Claims. In the
event  any  claim  or  threatened  claim  is  made  by any such creditor against
Liberty,  Amni  shall be promptly notified of such claim or threatened claim and
shall  be  given  full  control  over the conduct of any proceedings in relation
thereto  provided Amni (i) assumes in writing full responsibility for all claims
raised  in  such  proceedings  and  (ii) properly defends such proceedings. Amni
shall  keep  Abacan  apprised  of  the  status  of all such proceedings. Neither
Liberty,  Amni  nor any of their affiliates shall make any admissions in respect
of  any  such  proceedings  that could have an adverse effect on the other party
without  the  consent of such party. Liberty shall cooperate fully with Amni (at
Amni's  request  and  cost)  in  any such proceedings and shall procure that its
affiliates  also  cooperate  (on  the  same  basis).

5.     Pool  Account
       -------------

Notwithstanding  anything  in  the TSRA to the contrary, Liberty reserves all of
its  rights in the Royalties and Tax pool account ("Pool Account"). At such time
as  the  actual  Excess  Profit Tax is determined with respect to the 1998 Joint
Operations,  Amni  shall  pay  to  Liberty  its share of any amount 'in the Pool
Account  on  the  Effective Date that is in excess of the actual amounts due and
owing  to  the Nigerian Government with respect to the Excess Profit Tax for the
period  up  to  and  including  the  Effective  Date.

6.     Governing,  Law
       ---------------

(a)     This  Agreement  shall  be  governed  by,  construed  and interpreted in
accordance  with  the  laws  of  England.

(b)     Any  dispute arising out of and relating to this Agreement and which the
Parties  have  not  settled  by  themselves,  shall  finally  be decided, to the
exclusion of the courts, by arbitration in accordance with the arbitration rules
of  the International Chamber of Commerce. Three arbitrators shall be appointed,
each  party  appointing  one  arbitrator, and the two arbitrators thus appointed
choosing the presiding arbitrator. In reaching a decision, the arbitrators shall
act  (ex  aequo  et bono) and shall be guided by the terms of this Agreement and
international  practice  in  similar  agreements.


<PAGE>
7.     Notices
       -------

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:

Owner/Operator:

     Amni  International  Petroleum  Development  Company  Limited
     Plot  1377B  Tiamiyu
     Savage  Street
     Victoria  Island,  P.O.  Box  54452
     Falomo,  Ikoyi
     Fax:  011  234  262  1526
     Attn:     Tunde  J  Afolabi
               Managing  Director

Liberty:

     ABACAN  RESOURCE  CORPORATION
     Suite  140
     14811  St  Mary's  Lane
     Houston,  Texas  77079
     USA
     Fax:  (281)  721  0560
     Attn:  Timothy  Stephens

     With  a  copy  to:

     Liberty  Technical  Services  Ltd
     38  Warehouse  Road
     Apapa, Lagos, Nigeria
     Attn:  Wade  Cherwayko

IN  WITNESS whereof the Parties have caused this Agreement to be executed on the
date  above  written



/s/  Tunde  Afolabi
-------------------
for  and  on  behalf
AMNI  INTERNATIONAL  PETROLEUM
DEVELOPMENT  COMPANY  LIMITED



Tunde  Folawiyo
---------------
for  and  on  behalf  of
LIBERTY  TECHNICAL  SERVICES  LIMITED


<PAGE>
                                   SCHEDULE A


                      Agreement for Transfer of the Langley
                      -------------------------------------


<PAGE>
                                   SCHEDULE B


                           Assignment and Bill of Sale
                           ---------------------------


<PAGE>
                                   SCHEDULE C


                            Joint Development Claims
                            ------------------------




NAIRA  PAYABLES  ($U.S.)             [                         ]

$US  PAYABLES  ($U.S.)               [                         ]
                                     ---------------------------

GRAND  TOTAL                         [                         ]  (U.S.)


US  DOLLAR  PAYABLE  LISTING


                                     Concessions
                                     -----------
             Company Name             IMA FIELD
                                          $


Acct.  Pay  Total
                                  -----------------

                                  =================

In  addition  to  the  claims  set on the preceding pages, Amni will also assume
responsibility  for  the  following  lawsuit and future lawsuits relating to the
claims referenced on this Schedule C.  Notwithstanding anything in the Agreement
to  the contrary, such assumption shall not be subject to any dollar limitations
set  forth  in  the  Agreement  or  this  Schedule  C.

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

In  addition,  Amni  has and hereby assumes any liabilities due and owing to the
creditors  described  on  the  preceding  pages  that arises after May 18, 1998.
Notwithstanding anything in the Agreement to the contrary, such assumption shall
not  be  subject  to  any  dollar limitations set forth in the Agreement or this
Schedule  C.


<PAGE>