<PAGE>

                                                                  EXHIBIT 10.17




                           MASTER SERVICE AGREEMENT


                                      FOR


                          PROJECT MANAGEMENT SERVICES


                                   BETWEEN


                        BELLWETHER INTERNATIONAL, INC.

                                     AND


                                 TECNIE S.A.C.



                                November 1, 1999



                        ----------------------------------
                                 CHARAPA FIELD
                        ----------------------------------
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
               ARTICLE                                            PAGE
          <S>                                                     <C>
          1.0  Purpose..........................................   1
          2.0  Effective Date & Term............................   6
          3.0  Contractor's Obligations.........................   7
          4.0  Payments & Audit Rights..........................   9
          5.0  Independent Contractor...........................  10
          6.0  Taxes & Social Obligations.......................  11
          7.0  Insurance........................................  12
          8.0  Indemnity........................................  13
          9.0  Termination......................................  14
         10.0  Confidentiality..................................  16
         11.0  Force Majeure....................................  16
         12.0  Applicable Law...................................  17
         13.0  Dispute Resolution...............................  17
         14.0  Assignment.......................................  18
         15.0  Warranty as to Illegal Payments..................  18
         16.0  Miscellaneous....................................  19
               Signature Page...................................  19
</TABLE>


       ANNEXES
       -------

       ANNEX A...........Scope of Service
       ANNEX B...........Compensation Schedule
       ANNEX C...........First Year Budget
       ANNEX D...........Insurance Requirements
<PAGE>

                            MASTER SERVICE AGREEMENT

This Master Service Agreement (the "Agreement") is made this 21st day of October
1999, but effective as November 1, 1999, by and between Bellwether
International, Inc. (hereinafter called "Bellwether" or "Operator") and Tecnie
S.A.C. (hereinafter called "Contractor").

WHEREAS, Petroecuador, Petroproduccion, on the one hand and Bellwether and
Tecnipetrol, Inc. ("Tecnipetrol"), on the other hand, initialed on June 29, 1999
and later shall enter into that certain contract for exploration and
exploitation of the Charapa Marginal Field (the "Chapara Contract"); and

WHEREAS, Bellwether is designated "Operator" under the "JOA" (defined below) for
operations to be undertaken pursuant to the Charapa Contract and Bellwether, as
Operator, requires the "Services" (defined below) be performed for the benefit
of Operator and Tecnipetrol.

NOW THEREFORE, Operator and Contractor desire to enter into this Agreement to
govern the performance of the Services and the respective right and duties of
Operator and Contractor and based on such premises and the mutual covenants set
forth below, do hereby agree as follows:


1.0  PURPOSE

1.1  This Agreement is a master service agreement which shall be the underlying
     document controlling all Services described in the Annexes and performed by
     Contractor for the duration of this Agreement, and shall be specifically
     applicable to and shall control all Services undertaken by Contractor.

1.2  This Agreement is an exclusive service agreement and Contractor shall not
     render the same Services or any services similar to the Services to any
     Third Party which conflict with Operator's interests or which would use the
     same Contractor Personnel without the express written approval of the
     Operator. If Contractor, with Operator's approval, renders such services to
     a Third Party, appropriate adjustments shall be made to the rates of
     compensation set forth on Annex B. If Operator and Contractor are unable to
     agree on such adjustments to the rates of compensation, either party shall
     have the right to terminate this Agreement pursuant to Article 9.1.

1.3  Subject to Article 14.0, Operator shall have the right to contract with a
     Third Party to perform the same Services or any services which are in
     addition to or outside the scope of the Services.

1.4  This Agreement includes Annexes A through D, which are attached to and
     incorporated into this Agreement for all purposes.

1.5  For purposes of this Agreement and the Annexes the following defined terms
     shall have the meanings given them below:

                                      -1-
<PAGE>

     "AD-HOC SERVICES" means those certain services, including the supply of
     personnel, material, equipment or products, that are not included in the
     Services,  and that are specifically described in the applicable Ad-Hoc
     Service Commitment for the respective Ad-Hoc Services.

     "AD-HOC SERVICE COMMITMENT" means a contract, purchase order, service
     order or other agreement or commitment between Operator and an Affiliate of
     Contractor or a Third Party or between Contractor and a Third Party for the
     performance of Ad-Hoc Services.

     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.  In this definition, the term "control" and derivatives
     thereof means the ownership directly or indirectly of fifty (50) percent or
     more of the voting rights in a company, partnership or legal entity.

     "ANNUAL BUDGET" shall have the meaning given in Article 2.3.

     "APPLICABLE LAW" means the Hydrocarbons Law (as defined to in the Charapa
     Contract) and any other statute, decree, order, directives, regulation, or
     rule (of whatever nature) including without limitation tax legislation,
     regulations and decrees incorporated by the terms of the Contract or as may
     be validly issued by the Government and in effect from time to time.

     "BASE CHARGES" means the Contractor's Personnel Costs and the Ecuador
     Operations Overhead Costs, as both such terms are described in Section 1.1
     of Annex B.

     "B&B" means the burdens and benefits applicable to salary paid to each of
     Contractor Personnel under Applicable Law as described in Section 1.1.2 d
     of Annex B.

     "BUSINESS RECORDS AND DATA" means Operator's contracts, accounting
     documents, invoices, checks, statements, receipts, correspondence, vouchers
     and includes all files, records, data, information, and maps related to
     such information and the Contract Area, including, without limitation,
     computer-readable copies of all computer records pertaining to the files,
     contracts, production records and other technical data, geological and
     geophysical information and maps, well logs and related data, or seismic
     data, including basic field tapes, observers' logs, survey notes, base maps
     and all other business records relating to Operator's business operations.

     "CALENDAR QUARTER" means a period of three (3) months commencing with
     January 1 and ending on the following March 31, a period of three (3)
     months commencing with April 1 and ending on the following June 30, a
     period of three (3) months commencing with July 1 and ending on the
     following September 30, or a period of three (3) months commencing with
     October 1 and ending on the following December 31.

     "CALENDAR YEAR" means a period of twelve (12) months commencing on the 1st
     of January and ending on the 31st of December.

                                      -2-
<PAGE>

     "CHANGE ORDER" means the written agreement between Operator and Contractor
     covering the terms and provisions to govern a revision of the Services.

     "CHARAPA CONTRACT" means the instrument initialed by and to be concluded
     between Petroecuador, Petroproduccion, Bellwether and Tecnipetrol and
     referred to in the first recital paragraph of this Agreement and any
     extension, renewal or amendment thereof agreed to in writing by the
     Parties.

     "CHARAPA FACILITIES" means the wells, facilities and surface and subsurface
     equipment located within the Contract Area and used in Operations and the
     pipeline, facilities and equipment located outside the Contract Area used
     to transport hydrocarbons from the Contract Area to storage facilities at
     the Lago Agrio Norte storage facility or other storage facility as
     designated by Operator.

     "COMPETITIVE TENDER" means an invitation or request for a proposal or an
     offer for an Ad-Hoc Service Commitment  with a value estimated to be
     $50,000 USD (or equivalent in Sucre) or greater in respect of which
     Contractor shall: (i) prepare and deliver to Operator a list of the
     entities whom Contractor proposes to invite to tender for the Ad-Hoc
     Service Commitment; (ii) submit written invitations to tender to all
     entities determined by Contractor and Operator to be qualified to perform
     under the Ad-Hoc Service Commitment; (iii) complete the tendering process
     within a reasonable period of time; (iv) deliver to Operator a competitive
     bid analysis recommending the entity to award the Ad-Hoc Service
     Commitment; and (v) obtain Operator's prior approval before awarding the
     Ad-Hoc Service Commitment  for such tender and before incurring any
     commitments or expenditures in respect of same.

     "CONTRACT AREA" means the surface area covered by the Charapa Contract and
     described in Annex I to the Charapa Contract and as such area may vary from
     time to time during the term of validity of the Contract.

     "CONTRACTOR GROUP" means (i) the Contractor and its parent, subsidiary and
     Affiliates; (ii) the Contractor's contractors and subcontractors; and (iii)
     the Contractor Personnel, and all other agents, consultants, underwriters,
     and employees, directors and/or officers of both (i) and (ii) above; but
     excluding any member of the Operator Group.

     "CONTRACTOR PERSONNEL" means the personnel described in and provided under
     this Agreement in accordance with Section 2.1 of Annex A and any other
     officers, employees, agents and consultants and other individuals employed,
     hired, contracted or otherwise engaged by Contractor or an Affiliate of
     Contractor in connection with the performance of the Services and any Ad-
     Hoc Services.

     "CONTRACTOR'S BASE MARK-UP" shall have the meaning given in Section 4.1.1
     of Annex B.

     "CONTRACTOR'S ADDITIONAL MARK-UP" shall have the meaning given in Section
     4.1.2 of Annex B.

                                      -3-
<PAGE>

     "CTT" means the Capital Transfer Tax, being the Impuesto a la Circulacion
     de Capitales.

     "DNH" means the Direcion Nacional de Hidrocarburos.

     "ECUADOR OPERATIONS OVERHEAD" means the office space, furniture, fixtures,
     supplies and materials to be provided by Contractor, all as more
     particularly described in Section 2.7 of Annex A.

     "EFFECTIVE DATE" means the date this Agreement comes into effect as stated
     in Article 2.1.

     "EXTERNAL SERVICES" means legal, accounting, tax and other professional
     counsel or advisory services.

     "FORCE MAJEURE" means an event or cause which is beyond the reasonable
     control of the party claiming force majeure and which could not have been
     avoided or prevented by reasonable foresight, planning and implementation.
     Such causes shall include, without limitation, acts of God, natural
     disasters, extreme adverse climate conditions such as violent storms, war
     (declared or undeclared), insurrections, hostilities, strikes, work
     stoppages or delays, labor disputes, boycotts or lockouts (other than when
     such labor matters involve Contractor's employees, which shall be deemed
     not to be a force majeure event), civil unrest, riots, fire, storm,
     expropriation and interference or hindrance of governmental authority
     (including any political subdivision thereof).

     "GOVERNMENT" means the government of the Republic of Ecuador and any
     political subdivision, agency, entity or instrumentality thereof, including
     without limitation the Ministry of Energy and Mines (Ministro del Energia y
     Minas) Petroecuador, Petroproduccion and the DNH.

     "INITIAL TERM" shall have the meaning given in Article 2.1.

     "I.V.A." means the value added tax, being the Impuesto al Valor Agregado.

     "JOA" means the Joint Operating Agreement by and between Bellwether and
     Tecnipetrol entered into on October 21,1999, but effective as of the date
     provided therein, covering the conduct of exploration and exploitation
     operations on the Contract Area.

     "OPERATIONS" means all work conducted under the Charapa Contract,
     including, without limitation, work to increase the production of
     hydrocarbons from existing wellbores on the Contract Area; drilling,
     deepening or sidetracking development wells to previously discovered
     reservoirs; the recompletion, workover, plug back, or installation of
     equipment or pumps in or on a well or wells; fracturing or stimulating
     wells with chemicals or pressure; and exploration to discover new
     reservoirs or additional reserves of hydrocarbons including by geophysical
     data acquisition or reprocessing and by drilling, deepening or sidetracking
     of a well or wells.

     "OPERATOR GROUP" means (i) the Operator and its parent, subsidiary and
     Affiliates;  (ii) the Operator's co-venturers (including Tecnipetrol),
     contractors, and subcontractors; and (iii) the

                                      -4-
<PAGE>

     agents, underwriters and employees, directors and/or officers of both (i)
     and (ii) above; but excluding any member of the Contractor Group.

     "OPERATOR'S REPRESENTATIVE" means the person or persons designated in
     writing from time to time with authority to represent the Operator under
     the terms of this Agreement.

     "PARTICIPATION AGREEMENT" means that certain Participation Agreement dated
     August 25,  1999, entered into by and between Bellwether and Tecnipetrol
     covering rights, benefits, duties and obligations of the Parties under the
     Charapa Contract.

     "PETROECUADOR" means the state oil company of Ecuador, being "la Empresa
     Estatal Petroleos del Ecuador."

     "PETROPRODUCCION" means the affiliate of Petroecuador responsible for
     exploitation and production, being "la Empresa Estatal de Exploracion y
     Produccion de Petroleos del Ecuador."

     "REIMBURSABLE COSTS" means the actual amounts (excluding any Contractor's
     Additional  Mark-Up)  paid by Contractor to Third Parties for which
     Operator is obligated to reimburse Contractor under the terms of this
     Agreement.

     "SCHEDULED HOURS" means the number of hours in a calendar month a member of
     Contractor Personnel are required under Applicable Law to be paid for
     regular time (not overtime); which in the case of Full Time employees is
     160 hours per calendar month and in the case of Part Time employees is 80
     hours per calendar month.

     "SERVICES" means (i) the supply of Contractor's Personnel to perform the
     operational, reporting, clerical and financial duties to be conducted by
     the Contractor under this Agreement, and (ii) the provision of Ecuador
     Operations Overhead;  all as more particularly described in Annex A.

     "TASK SCHEDULE" means a general itemization of on-going or routine work in
     the conduct of Operations that Contractor is to perform on a regular basis
     as a part of the Services.

     "TENDER" means an invitation or request for a proposal or an offer for an
     Ad-Hoc Service Commitment  with a value estimated to be greater than
     $10,000 USD and less than $50,000 USD (or equivalent in Sucre), either
     verbally or in writing, made to two (2) or more entities determined to be
     qualified to render the proposed service or supply requirement in
     connection with Operations, for such entities to make a firm written offer
     to conduct or provide such supply or service obligation.

     "THIRD PARTY" means any person or entity that is not an Affiliate of either
     Contractor or Operator; provided, such person or entity may be a member of
     either the Operator Group or the Contractor Group.

     "USD" means United States Dollar.

                                      -5-
<PAGE>

     "WORK HOUR" means the number of hours in a calendar month a member of
     Contractor Personnel is actually engaged in the performance of the
     Services.


2.0  EFFECTIVE DATE & TERM

2.1  This Agreement is and shall be in effect from November 1, 1999; provided,
     however, the commencement of the Services and payment of the rates of
     compensation shall gradually occur as provided in Annex A and Annex B.
     Subject to Article 9.0, the term of this Agreement shall be for a period of
     three (3) years from the Effective Date (referred to as the "Initial Term")
     and may be continued for subsequent periods of one (1) year each upon
     written agreement of the Parties.

2.2  The rates of compensation and costs set forth on Annex B are fixed until 31
     December 2000; provided, however, if at any time during a Calendar Year,
     Contractor desires to revise such rates and costs, Contractor shall deliver
     to Operator its Contractor's proposed amendment to Annex B for the
     remainder of the then current Calendar Year and detailing with
     justification the reasons for such adjustment. Operator and Contractor
     shall endeavor in good faith to mutually agree on the amended Annex B. If
     the parties are unable to agree on the amended Annex B proposed by
     Contractor, the existing Annex B shall not be amended; however Contractor
     shall have the right to propose an amended Annex B at such time as it
     submits the next proposed Annual Budget to Operator.

2.3  Attached to this Agreement as Annex C is the first Annual Budget (defined
     below) to cover costs of the Base Charges and certain Reimbursable Costs
     from the commencement of the Services until 31 December 2000.  Not later
     than September 1st, of each Calendar Year, Contractor shall deliver to
     Operator a proposed budget itemizing the costs of the Base Charges and
     certain Reimbursable Costs to be incurred in performing the Services during
     the following Calendar Year ("Annual Budget").  Operator and Contractor
     shall endeavor to agree on the Annual Budget for such following Calendar
     Year. If by October 31, Operator and Contractor are unable to agree on the
     Annual Budget or on certain line items within the Annual Budget for the
     Calendar Year, the Annual Budget for the following Calendar Year shall be
     comprised of (i) all line items on which the Parties can agree and (ii) the
     line items from the then current Annual Budget covering the same line item
     matters on which the parties cannot agree plus ten percent (10%) of such
     current Annual Budget line items. If the Parties are unable to agree upon
     at least eighty percent (80%) of the total value of the Annual Budget of
     any Calendar Year by March 31 of such Calendar Year, either party shall
     have the right to terminate this Agreement pursuant to Article 9.1.

2.4  For expenditures on any line item of an approved Annual Budget, Contractor
     shall be entitled to incur an overexpenditure for such line item up to ten
     percent (10%) of the amount for such line item; provided that the
     cumulative total of all overexpenditures for a Calendar Year shall not
     exceed five percent (5%) of the total Annual Budget in question without
     Operator's prior written approval and Operator shall have no obligation to
     pay any compensation or Reimbursable Costs in excess of such amounts.

                                      -6-
<PAGE>

3.0  CONTRACTOR'S OBLIGATIONS

3.1  Contractor shall perform all Services with due diligence and in a good,
     competent, professional and safe manner in accordance with the highest
     standards of petroleum industry practices and the specifications and/or
     instructions of Operator and this Agreement. Contractor shall fully comply
     with the Scope of Service attached as Annex A.

3.2  Contractor shall provide the Contractor Personnel described on Annex A and
     represents and warrants that Contractor Personnel shall at all times be
     competent and qualified to perform the Services contemplated by this
     Agreement. Contractor shall not reassign or substitute Contractor Personnel
     without written consent of Operator; provided, however, Operator shall have
     the continuing right to request that Contractor remove or substitute any or
     all such personnel, and on such request, Contractor shall promptly
     substitute such personnel. This right shall not be exercised unreasonably.
     All costs of any such removal or substitution shall be paid by Contractor;
     provided, if Operator unreasonably requires or causes the termination of
     employment of any Contractor Personnel, Operator shall pay the costs of
     severance compensation to terminate such person. If Contractor Personnel
     are engaged in other activities in addition to the Services under this
     Agreement, the cost of such personnel shall be allocated on an equitable
     basis as set forth in Annex A and Annex B or as may be otherwise mutually
     agreed between Operator and Contractor.

3.3  The Operator may order any variation to the Services by altering, adding to
     or deducting from the same.  No departure from the Services as specified in
     the Annexes shall be made by Contractor and no additional Services or Ad-
     Hoc Services shall be performed and no alterations or reduction in the
     Services shall be made by Contractor unless specifically authorized by
     Operator. Whenever Operator orders a variation to the Services, the
     Contractor shall submit a proposal and estimate of the cost of the proposed
     variation. The Parties' agreement to this variation will be evidenced by
     the issuance of a Change Order by Operator.  No variations to the Services
     shall be allowed without a duly signed Change Order; and no Ad-Hoc Services
     shall be allowed without a duly signed Ad-Hoc Service Commitment.

3.4  Contractor shall cause an Affiliate of Contractor or a Third Party to
     perform any Ad-Hoc Services in accordance with the terms and conditions
     stated in a written Ad-Hoc Service Commitment.

3.5  Contractor is subject to and shall comply with Applicable Law, which now or
     in the future may pertain to its business, material, equipment and
     Contractor Personnel engaged in, or in any manner connected with,
     Contractor's performance of Services under this Agreement, including
     without limitation, the "Ley de Regimen Tributario Interno", the "Codigo
     del Trabajo", the "Ley de Seguro Social Obligatorio" and the "Ley de
     Ejercicio Profesional de la Ingenieria" and those applicable to
     safeguarding the environment, safeguarding of indigenous people, safety,
     health, cleanliness, industrial security, medical requirements and accident
     prevention. Contractor warrants that it has knowledge of Operator's
     obligations under the Charapa Contract and that Contractor shall strictly
     comply with, and Contractor shall cause Contractor Group to strictly comply
     with all obligations, provisions and conditions of such Charapa Contract
     within the Scope of Service and other provisions of

                                      -7-
<PAGE>

     this Agreement. Operator shall notify Contractor of such non-compliance and
     Contractor shall have fifteen (15) days (unless a shorter period of time is
     required under the Charapa Contract) from receipt of such notice to remedy
     such non-compliance, failing which Operator shall have the right to pursue
     other remedies under his Agreement.

3.6  Contractor shall promptly disclose to Operator the work product and/or any
     data or information received, made or otherwise obtained during the
     Services and such product shall be deemed to be owned exclusively by
     Operator. All intellectual property prepared or supplied by Operator in
     respect of the Services shall remain in Operator and the Contractor shall
     ensure that the originals and all copies (if any) shall be returned to the
     Operator on completion of the Services.

3.7  Contractor shall be responsible for and shall pay all claims for personnel
     and labor, equipment, materials, services and supplies furnished by
     Contractor Group under this Agreement and shall protect, defend and
     indemnify and hold Operator harmless from any such claims. Contractor shall
     remove any lien or charge fixed upon the Operator Group's interest in the
     Charapa Contract, any well, the Contract Area or other property of Operator
     as a result of Contractor Group's failure to pay the above described
     claims. Contractor shall not have authority to incur any debt, liability or
     obligation on behalf of Operator without the prior written permission of
     Operator.

3.8  Contractor Group shall comply with Operator's drug and alcohol use policies
     including, without limitation, testing for drug, alcohol or illegal
     substance use, and inspection for possession of drugs, alcohol or illegal
     substances and/or weapons in compliance with Applicable Law. Contractor
     shall ensure that no drugs, alcohol, illegal substances or weapons are
     permitted on the Contract Area by Contractor Personnel except for weapons
     required for security purposes.

3.9  Contractor, at its expense, will obtain all permits, licenses,
     registrations, certificates, or other administrative authorizations as may
     be required by the Government or any other governmental authority
     (including any political subdivision thereof) from time to time or as may
     be necessary or incident to Contractor's performance of the Services
     including, without limitation, the operation of Contractor's business in
     Ecuador. Contractor shall, at its sole cost and expense, cause such
     registration, domicile, permits and license to continue in full force and
     effect during the term of this Contract.

3.10 Contractor warrants that all equipment and products provided by Contractor
     Group and used in the Services are "Year 2000 Compliant." Any such
     equipment is deemed to be Year 2000 Compliant if:

     (A)  the functions, calculations, and other computing processes of the
          equipment (collectively "Processes") perform in a consistent manner
          regardless of the date in time on which the Processes are actually
          performed and regardless of the date on which data was input into the
          equipment, whether before, on, or after January 1, 2000 and whether or
          not the dates are affected by leap years;
     (B)  the equipment accepts, calculates, compares, sorts, extracts,
          sequences, and otherwise processes date inputs and date values, and
          returns and displays date values

                                      -8-
<PAGE>

          in a consistent manner regardless of the dates used, whether before,
          on, or after January 1, 2000;
     (C)  the equipment will function without interruptions caused by the date
          in time on which the Processes are actually performed or by the date
          input to the system, whether before, on or after January 1, 2000;
     (D)  the equipment accepts and responds to year input in a manner that
          resolves any ambiguities as to century in a defined and predetermined
          and appropriate manner; and
     (E)  the equipment stores and displays date information in ways that are
          unambiguous as to the determination of the century.

     If Year 2000 Compliance of any such equipment is dependent in any manner on
     the associated use of a specific operating system, interface, hardware,
     software, or the like, or is otherwise restricted in any manner, Contractor
     shall notify the Operator in writing of such restriction without delay. If
     any such equipment is not Year 2000 Compliant, Contractor shall notify
     Operator in writing without delay and Contractor shall work diligently to
     correct such deficiency at no cost to Operator and to a schedule
     satisfactory to Operator. Notwithstanding anything in this Agreement to the
     contrary, if Contractor is unable to comply with any provisions of this
     Article 3.10, Operator may deem Contractor to have materially breached this
     Agreement. Operator shall notify Contractor that it is in breach of this
     Agreement and Contractor shall have forty-five (45) days from receipt of
     such notice to comply with this Article 3.10 and remedy the equipment or
     products not Year 2000 Compliant, and if Contractor does not remedy such
     default within such forty-five (45) days Operator shall have the right to
     terminate this Agreement with thirty (30) days notice.

4.0  PAYMENTS & AUDIT RIGHTS

4.1  Contractor shall be compensated for Services performed under this Agreement
     in accordance with the Compensation Schedule attached as Annex B. The
     Compensation Schedule attached to this Agreement shall not be revised
     except in accordance with Article 2.2 and Article 2.3.

4.2  As soon as possible after the end of each calendar month, Contractor shall
     prepare its invoice for Services rendered during such month in U.S. Dollars
     and shall deliver such invoice to Operator at the address set forth on the
     last page. Contractor shall issue to Operator, on a monthly basis: (i) a
     consolidated invoice billing in advance for Base Charges due plus
     Contractor's Base Mark-Up; and (ii) a consolidated invoice billing in
     arrears for Reimbursable Costs plus Contractor's Additional Mark-Up
     Calculation. If Ad-Hoc Services have been provided during such month under
     an Ad-Hoc Service Commitment between Contractor and a Third Party or
     Operator, Contractor will invoice the applicable charges in a separate,
     consolidated invoice billing for such Ad-Hoc Services. All invoices will be
     prepared on a line item basis with supporting documentation (including
     Third Party receipts, if applicable and time sheets) and in accordance with
     the current Government Invoicing Regulations.

4.3  Without prejudice to Paragraph 4.7, Operator will pay (i) the Base Charges
     plus Contractor's Base Mark-Up within five (5) days of receipt of each
     invoice for the Base Charges; and (ii)

                                      -9-
<PAGE>

     the Reimbursable Costs plus Contractor's Additional Mark-Up within thirty
     (30) days of receipt of each invoice for Reimbursable Costs; provided,
     Operator may withhold from any payment to Contractor all amounts reasonably
     disputed by Operator, and if Operator disputes any amount, the parties
     shall use all reasonable efforts to resolve such dispute as promptly as
     possible. Contractor's Base Mark-Up and Contractor's Additional Mark-Up is
     payable in accordance with Section 4.1 of Annex B.

4.4  If Contractor receives from any person or entity a credit or refund or
     other rebate for goods or services paid for by Operator, Operator shall be
     entitled to receive the same and or apply it to payments otherwise made
     hereunder in accordance with Section 2.6.3 of Annex A.

4.5  To the extent that Operator is required to withhold taxes from payments due
     Contractor under this Agreement, Operator is authorized to do so and shall
     notify Contractor promptly of such withholding.

4.6  Upon written request from Contractor, Operator may agree that certain
     amounts properly payable by Operator to Contractor (and which are not in
     dispute) under this Agreement may be credited against invoice costs,
     expenses, Cash Calls or other obligations owed or payable to Operator by
     Tecnipetrol under the JOA (referred to as an "MSA Credit"), in which event,
     Operator's payment obligations to Contractor in respect of such amounts
     shall be deemed to have been paid in full under this Agreement by an amount
     equal to the MSA Credit.

4.7  Contractor shall maintain books and records in accordance with generally
     accepted accounting principles applied on a consistent basis and shall
     retain such books and records for a period of not less than the three (3)
     year period as required under Applicable Law, but in any event not less
     than two (2) years after completion of the Services. Operator and its duly
     authorized representatives shall have access at all reasonable times to the
     books and records maintained by Contractor relating to the Services
     performed under this Agreement and shall have the right to audit such books
     and records at any reasonable time or times during such three (3) year
     period for the purpose of determining the correctness of the charges made
     to Operator and of compliance with this Agreement. For the purposes of
     audit, Operator shall have the right to examine, in Contractor's offices,
     during business hours and for a reasonable length of time, books, records,
     accounts, correspondence, instructions, specifications, plans, drawings,
     receipts and memoranda insofar as they are pertinent to this Agreement or
     for verifying invoices and shall be entitled to copies (free of charge) of
     all such data, documentation and supporting information. Contractor shall
     reconcile its books and records in accordance with the results of any such
     audit, and Operator or Contractor, as the case may be, shall promptly pay
     any adjustments necessary to give effect to such reconciliation. The
     provisions of this Article 4.7 shall continue in force notwithstanding the
     expiration or prior termination of this Agreement.

5.0  INDEPENDENT CONTRACTOR

     Contractor and all Contractor Personnel shall render Services as an
     independent contractor and neither Contractor nor any member of Contractor
     Group shall be considered an agent, servant, or employee of Operator for
     any purpose. It is expressly understood that Contractor

                                      -10-
<PAGE>

     Personnel shall not in any manner be nor be deemed to be an employee of
     Operator nor entitled to any benefits Operator makes available for its
     employees. Accordingly, Operator shall not: (i) pay any B&B in Contractor's
     behalf; (ii) provide workers' compensation insurance; or (iii) withhold
     income taxes in respect of Contractor Personnel. Neither Contractor nor any
     Contractor Personnel will be entitled to participate in any programs or
     plans, including insurance, maintained by Operator for the benefit of
     Operator's employees. Except as expressly provided in this Agreement,
     Contractor Personnel shall not have the right or authority to commit
     Operator to any work or financial obligation without Operator's prior
     written approval. Operator shall not provide any insurance for Contractor's
     property or Contractor Personnel. Operator shall not interfere with the
     methods used by Contractor to compensate Contractor Personnel.


6.0  TAXES & SOCIAL OBLIGATIONS

6.1  Contractor shall promptly pay directly to the appropriate Government
     authority, and shall indemnify and hold Operator harmless from, any
     liability for all taxes, levies and assessments imposed on Contractor Group
     by any Government authority arising out of or in connection with
     Contractor's performance under this Agreement, excluding any such taxes,
     levies and assessments paid by Contractor on behalf of Operator, including,
     without limitation, corporate and personal income taxes, employment taxes,
     sales taxes, excise taxes, and social insurance taxes or payments and any
     fines, penalties or late fees on any of such taxes. Further, Contractor
     shall be responsible for, indemnify, defend and hold harmless the Operator
     against any claims whatsoever arising in connection with all taxes assessed
     or levied against Contractor or on account of wages, salaries, benefits
     paid, or benefits deemed payable to Contractor Personnel.

6.2  Contractor shall comply, and shall cause Contractor Group to comply, with
     Applicable Law, including without limitation, all resolutions and
     regulations issued by the Ministry of Labor, Ministry of Social Welfare,
     Ministry of Health and the Social Security Institute (i.e. "IESS").
     Contractor shall be solely responsible, at its sole cost and expense, for:
     (i) all wages, salaries, taxes and expenses, of any nature, arising out of
     or in connection with the employment, support, administration and
     maintenance of Contractor Group, including, but not limited to, food,
     lodging, provision of the required safety equipment, medical attention, and
     all transportation required for Contractor Group; (ii) all costs, expenses,
     contributions and charges for all benefits, of any nature, which accrue to
     Contractor Group, which include, without limitation, overtime, vacation,
     severance, rest and holiday pay, as well as compensation due to accidents,
     sickness, disability and death of any member of Contractor Group; and (iii)
     all taxes, fines and penalties in respect of (i) and (ii); and without
     prejudice to Article 8.2, Contractor shall indemnify, defend and hold
     harmless Operator Group from and against all liabilities, demands, claims
     and expenses, of any nature, described or referred to above or related
     thereto. Except as otherwise expressly provided in this Agreement, it is
     understood and agreed that Operator shall pay to Contractor only the
     compensation as set forth on Annex B and such compensation covers and
     includes all of Contractor's costs and expenses in relation to such of
     Contractor's Personnel.

                                      -11-
<PAGE>

7.0  INSURANCE

7.1  Contractor shall procure, carry and maintain, at Contractor's sole expense,
     and at all times while this Agreement is in effect, insurance coverages as
     set forth on Annex D.

7.2  Should insurance maintained by Contractor be less than such minimum
     requirements, Operator may purchase insurance necessary to provide such
     minimum coverage and deduct the amount of such premiums for such coverage
     from amounts otherwise payable to Contractor.

7.3  The insurance coverages set forth in this Article 7.0 and on Annex D are
     minimum requirements to be maintained by Contractor and do not (and shall
     not be construed to): (a) void or limit the indemnity obligations or other
     liabilities undertaken by Contractor under this Agreement; or (b) represent
     in any manner a determination or recommendation of the insurance coverage
     Contractor or any subcontractor should maintain for its own
     responsibilities and protection.

7.4  All insurance policies required of Contractor under this Agreement, as
     provided above and on Annex D, shall be issued by insurance carriers
     satisfactory to Operator.  However, the insolvency, reorganization,
     bankruptcy, or failure of any such insurance carrier, the loss of license
     or other authority to do business or the failure of any such carrier to pay
     claims as they accrue for any reason, shall not affect, diminish, negate or
     waive any indemnity or other liability obligation of Contractor (or any
     member of Contractor Group) under this Agreement nor shall it be deemed a
     release by Operator of Contractor of any obligation to pay such claims or
     obligations as they accrue.  Each insurance policy shall contain
     endorsements that the carriers or underwriters issuing such policies:
          (i)   shall not cancel or materially change the respective policy
                without furnishing at least thirty (30) days prior written
                notice to Operator;
          (ii)  waive all rights of subrogation and any other rights of recourse
                or recovery against Operator Group, but only to the extent of
                indemnities given by Contractor hereunder;
          (iii) name Operator Group as a Named Insured;
          (iv)  name Petroecuador as an Additional Insured and waive all rights
                of subrogation and any other rights of recourse or recovery
                against Petroecuador; and
          (v)   stipulate that the insurance covered by such policy shall be
                primary to and shall receive no contribution from any insurance
                policies or coverages maintained by or on behalf of Operator
                Group.

7.5  Contractor shall furnish to Operator the Certificates of Insurance for
     itself (and each of its subcontractors) evidencing the coverages, limits,
     endorsements and extensions required above and on Annex D before being
     allowed to commence the Services; provided, however, commencement of the
     Services without furnishing such Certificates shall not be deemed a waiver
     of Operator's rights under this Article 7.0.  At least thirty (30) days
     before the expiration of any coverage Contractor shall provide to Operator
     a Certificate of Insurance reflecting that such coverage has been renewed
     or that new coverage has been obtained from a carrier previously approved
     by Operator, together with proof satisfactory to Operator of

                                      -12-
<PAGE>

     Contractor's payment of all insurance premiums for such coverages. Upon
     request, Contractor shall provide to Operator certified and complete copies
     of all insurance policies reflecting the coverages that Contractor is
     required to procure, carry and maintain under this Agreement.

7.6  All deductibles, co-insurance penalties, defense costs or self-insured
     retention set forth in such policies shall be assumed by, and be for the
     account of and at the expense of Contractor. Operator Group shall not be
     responsible or liable for and is hereby released from the payment of any
     such costs.

7.7  Operator shall cause insurance policies it carries in respect of the
     Operations and the Services to name Contractor as a Named Insured on
     Operator's insurance coverage and provide that insurance companies and
     underwriters waive all rights of subrogation against Contractor, to the
     extent of indemnities given by Operator under this Agreement.


8.0  INDEMNITY

8.1  Operator shall defend, indemnify and hold harmless Contractor Group, from
     any and all costs, expenses (including reasonable attorneys' fees) and
     liabilities incidental to claims, demands or causes of action of every kind
     and character, brought by any person or entity, for injury to, illness or
     death of any member of Operator Group or for damage to or loss of the
     property of Operator Group which injury, illness, death, damage or loss
     arises out of or is incidental to the Services performed under  this
     Agreement, regardless of whether caused by pre-existing conditions or
     defect, strict liability, the negligence or other legal fault of Operator
     Group, unless caused by the gross negligence or willful misconduct of
     Contractor or any member of Contractor Group.  Operator shall fully hold
     harmless Contractor Group against any such claims, demands or actions at
     Operator's sole expense, even if the same are groundless.

8.2  Contractor shall defend, indemnify and hold harmless Operator Group from
     any and all costs, expenses (including reasonable attorneys' fees) and
     liabilities incidental to claims, demands or causes of action of every kind
     and character, brought by any person or entity, for injury to, illness or
     death of any member of Contractor Group or for damage to or loss of the
     property of Contractor Group, which injury, illness, death, damage or loss
     arises out of or is incidental to the Services performed under this
     Agreement, regardless of whether caused by pre-existing conditions or
     defect, strict liability, the negligence or other legal fault of Contractor
     Group, unless caused by the gross negligence or willful misconduct of
     Operator or any member of Operator Group.  Contractor shall fully hold
     harmless Operator Group against any such claims, demands or actions at
     Contractor's sole expense, even if the same is groundless.

8.3  Except as otherwise provided in this Article 8, Contractor shall be liable
     for, and shall indemnify and hold harmless Operator Group from any and all
     costs, expenses (including reasonable attorneys' fees) and liabilities
     incidental to claims, demands or causes of action of every kind and
     character, brought by any person or entity, for injury to, illness or death
     of any Third Party (which under this Article 8.3 shall exclude a member of
     Contractor Group or

                                      -13-
<PAGE>

     Operator Group) or for damage to or loss of any Third Party property (which
     under this Article 8.3 shall exclude the property of the Contractor Group
     or Operator Group), which injury, illness, death, damage or loss arises out
     of or is incidental to the Services performed under this Agreement,
     regardless of whether caused by pre-existing conditions or defect, strict
     liability, the negligence or other legal fault of Contractor Group, except
     to the extent that any such injury, illness, death, damage or loss is
     caused by the sole negligence, gross negligence, or willful misconduct of
     Operator or any member of Operator Group.

8.4  Contractor shall be responsible for, indemnify, defend and hold harmless
     the Operator from and against any and all claims which arise out of or in
     any way relate to, any patent, registered design, copyright, trademark or
     trade name or any patent application or other propriety right asserted by
     any member of Contractor Group or any Third Party in respect of performing
     the Services.

8.5  Notwithstanding any other provision in this Agreement:
     (A)  Neither party (nor any member of the Operator Group or Contractor
          Group, as the case may be) shall be liable to the other for exemplary,
          indirect, consequential or punitive damages including, without
          limitation, those arising from business interruption or loss of
          profits, regardless of the negligence or other legal fault of either
          party, and each party hereby releases the other in this regard.
     (B)  Each party shall notify the other party promptly of any claim, demand,
          or action that may be presented to or served upon it by any party
          arising out of or as a result of Services performed pursuant to this
          Agreement, and shall afford such other party full opportunity to
          assume the defense of such claim, demand, or action and to protect
          itself under the obligations of this Article 8.
     (C)  Neither party shall make any form of admission of liability in respect
          of any claim for which the other party is or might be liable to
          indemnify such party hereunder, or take any action to settle or
          compromise any such claims, without the prior written approval of the
          other party.
     (D)  The obligations and responsibilities contained in this Article 8 are
          continuing obligations and responsibilities and shall survive the
          expiration or prior termination of this Agreement.


9.0  TERMINATION

9.1  Without prejudice to Article 1.2 and Article 2.3, at any time after the end
     of the second year of the Initial Term, this Agreement may be terminated by
     either party upon ninety (90) days written notice to the other party.

9.2  If a condition of Force Majeure is declared by either party and continues
     for a period of at least forty-five (45) consecutive days, then either
     party may terminate this Agreement on fifteen (15) days prior written
     notice to the other. In such event, Operator shall pay Contractor all
     compensation earned by Contractor under this Agreement up to the date of
     termination and not previously paid.

9.3  If any of the following events occur:

                                      -14-
<PAGE>

     (A)  Contractor files a petition in bankruptcy, appoints a receiver over
          any portion of its assets, makes an involuntary assignment for the
          benefit of creditors, begins dissolving its business, authorizes the
          sale of all or substantially all of its assets, is named as a debtor
          in an involuntary bankruptcy which is not dismissed within thirty (30)
          days or otherwise represents or it becomes evident that Contractor is
          unable to perform the Services for financial reasons;
     (B)  for reasons other than those in Operator's control, but without
          prejudice to Article 3.10, Contractor Personnel or Contractor's
          performance or equipment are not in compliance with the requirements
          of this Agreement or Contractor's performance is otherwise
          unsatisfactory under this Agreement and Contractor is notified in
          writing by Operator of such non-compliance or unsatisfactory
          performance and Operator describes in detail such non-compliance or
          unsatisfactory performance in such notice and Contractor does not
          remedy such non-compliance or unsatisfactory performance to Operator's
          satisfaction within fifteen (15) days of receipt of Operator's notice;
     (C)  for reasons other than those in Operator's control, Contractor's
          performance of the Services is not conducted in a safe manner and
          causes an unsafe condition which is an immediate threat to life,
          property or the environment;
     (D)  the performance in an unprofessional manner or improper behavior of
          any officer, director or senior manager of Contractor Group is
          detrimental to or jeopardizes Operator's relationship with the
          Government or any agency thereof (including without limitation,
          Petroecuador or Petroproduccion); or
     (E)  any member of Contractor Group commits any illegal act associated with
          the performance of this Agreement which is detrimental to or
          jeopardizes Operator, the Charapa Contract or the performance of this
          Agreement;
     then Operator shall have the right to terminate this Agreement immediately
     on written notice to Contractor stating in detail the reasons for such
     termination.  Any such cancellation shall conclude all obligations; and,
     subject to Article 4.0, Operator shall pay Contractor the amount of
     compensation earned up to the time of the termination; provided, however,
     Operator shall be entitled to deduct from such compensation any expenses or
     damages incurred by Operator by reason of such termination.

9.4  If (i) Tecnipetrol sells, transfers or assigns all of its interest in the
     Charapa Contract and JOA; (ii) Tecnipetrol withdraws from or forfeits its
     interest under the Charapa Contract or the JOA; or (iii) if the ownership
     or management and control of Contractor or Tecnipetrol is sold, transferred
     or assigned to a Third Party, Operator shall have right to terminate this
     Agreement on sixty (60) days written notice to Contractor. If Operator
     terminates this Agreement under this Article 9.4, Operator shall pay
     Contractor all compensation earned by Contractor under this Agreement up to
     the date of termination and not previously paid.

9.5  Upon termination of this Agreement, Contractor shall return to Operator:
     (A)  all data, information, documents and other materials referred to or
          relating to or concerning that referred to in Article 10.0; and
     (B)  all notes, memoranda, work product and other information concerning
          the information referred to in Article 10.0 or made or received by
          Contractor Group during the performance of the Services and all
          materials supplied by Operator.

                                      -15-
<PAGE>

10.0 CONFIDENTIALITY

10.1 Contractor acknowledges that all information or data obtained by Contractor
     Group in the performance of the Services or otherwise under this Agreement
     including, without limitation, Business Records and Data, is the property
     of the Operator and/or the Government or was obtained pursuant to an
     undertaking to hold such information and data confidential. Contractor
     warrants that Contractor Group shall hold such data and information
     strictly confidential and shall not disclose such information or data to
     anyone other than members of Operator Group without the prior written
     consent of Operator. Moreover, Contractor warrants that Contractor Group
     shall not in any manner use such information or data in a manner injurious
     to Operator or its business interests or opportunities or detrimental to
     the achievement of Operator's objectives.

10.2 All Business Records and Data and all data, logs, charts, drawings,
     tracings, documents, calculations, computer printouts and items of a
     similar nature, produced or developed exclusively as part of the Services
     performed under this Agreement shall be Operator's property, and shall be
     furnished to Operator at any time at Operator's request and not later than
     completion of Services. Operator shall thereafter have the unrestricted
     right to use such items.

10.3 Contractor shall establish and comply with commercially reasonable security
     procedures during the term of this Agreement for the security of the
     Business Records and Data. Operator may periodically, at reasonable
     frequencies and time, inspect Contractor's facilities to ensure compliance
     with this Article. As Contractor Personnel may have access to Operator's
     financial information and other information that, if utilized or disclosed
     could lead to violations of United States securities laws, Contractor
     covenants that it (i) will not trade in securities of Operator in violation
     of applicable securities laws; and (ii) will maintain a policy that
     Contractor Personnel will not trade (buy or sell) in securities of Operator
     in violation of any applicable securities laws.

10.4 The provisions of this Article 10.0 are continuing obligations and
     responsibilities and shall survive the expiration or prior termination of
     this Agreement

11.0 FORCE MAJEURE

11.1 Neither Contractor nor Operator shall be responsible for failure to perform
     under this Agreement when performance is hindered or prevented by causes of
     Force Majeure.

11.2 Any party which is unable, in whole or in part, to perform its obligations
     under this Agreement shall give written notice to that effect to the other
     party within twenty four (24) hours from the time of occurrence of the
     Force Majeure event stating in reasonable detail the circumstances
     underlying such Force Majeure and the estimated time to remedy such event.

11.3 Any party claiming Force Majeure shall diligently use all reasonable
     efforts to remove the cause of such Force Majeure, shall promptly give
     written notice to the other party of the

                                      -16-
<PAGE>

     termination of such Force Majeure, and shall resume performance of any
     suspended obligations as soon as reasonably possible after termination of
     such Force Majeure.


12.0 APPLICABLE LAW

     THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE
     SUBSTANTIVE LAWS OF THE REPUBLIC OF ECUADOR, EXCEPTING ANY LAWS WHICH WOULD
     REFER THE DISPUTE TO THE LAWS OF ANOTHER JURISDICTION.


13.0 DISPUTE RESOLUTION

13.1.  Any dispute, controversy or claim arising out of or relating to this
       Agreement, including without limitation, a dispute related to breach,
       termination or invalidity of this Agreement between Operator and
       Contractor which cannot be amicably resolved by the parties shall be
       finally and exclusively settled by binding arbitration conducted in
       accordance with the Rules of the Ecuador American Chamber of Commerce of
       Quito, Ecuador ("EACC Rules"). The award of the arbitrators shall be
       final, binding on the parties and not subject to appeal.

13.2   The arbitration tribunal shall be composed of three (3) arbitrators. Each
       party shall appoint one (1) arbitrator. If, within thirty (30) days after
       receipt of the claimant's notification of the appointment of an
       arbitrator, the respondent has not notified the claimant in writing of
       the name of the arbitrator it appoints, the claimant may request the
       Ecuador American Chamber of Commerce of Quito, Ecuador ("EACC ") to
       appoint the second arbitrator. The arbitrators thus appointed shall
       choose the third arbitrator who will act as the presiding arbitrator of
       the tribunal. If within thirty (30) days after the appointment of the
       second arbitrator, the two arbitrators have not agreed upon the choice of
       the presiding arbitrator, then either party may request the EACC to
       appoint the presiding arbitrator. In no event shall the presiding
       arbitrator be a citizen or resident of either the United States of
       America or the Republic of Ecuador.

13.3   The language of the arbitration shall be English. The arbitral tribunal
       shall not award special, indirect, consequential, exemplary or punitive
       damages. The arbitral tribunal may grant interim or injunctive relief or
       demand specific performance. The arbitration proceedings, including the
       making of the award, shall take place in Quito, Ecuador and shall be
       administered by the EACC.

13.4   The award may be entered in any court having jurisdiction and application
       may be made in such court for a judicial acceptance of the award or an
       order of enforcement, as the case may be.

13.5   The above terms and provisions governing arbitration of disputes under
       this Agreement shall not be deemed to or in any way amend, modify or
       otherwise affect in any manner whatsoever the dispute resolution
       mechanism set forth in the JOA or the Participation Agreement.

                                      -17-
<PAGE>

13.6   If for whatever reason the EACC cannot conduct the arbitration, the
       parties agree the Quito Chamber of Commerce shall administer the
       arbitration in accordance with the Rules of the Quito Chamber of Commerce
       and the provisions of Article 13.0 mutatis mutandis.

13.7   The provisions of this Article 13.0 shall continue in force
       notwithstanding the expiration or prior termination of this Agreement.


14.0   ASSIGNMENT

14.1   The Operator shall be permitted to assign and re-assign (whether on one
       or several occasions) all or any of the provisions of this Agreement to
       any Affiliate and/or any co-venturer member of Operator Group with notice
       only to Contractor; or to any other entity with prior written consent of
       Contractor. However, the Operator shall be permitted to freely assign
       this Agreement to any person or entity designated as "Operator" under the
       JOA, on notice to but without the consent of Contractor, unless the
       Contractor can demonstrate on reasonable grounds that such assignee is
       unable to meet the financial obligations hereunder.

14.2   Contractor shall not assign this Agreement in whole or in part without
       the prior written consent of Operator. Contractor shall not have the
       right to subcontract the performance of the Services contained within the
       Base Charges exceeding sixty percent (60%) of the value of the Base
       Charges in a Calendar Year or any single subcontract with an estimated
       value of more than USD$100,000 without the consent of Operator. Except as
       provided herein, in a Change Order or a Ad-Hoc Service Commitment,
       Contractor shall be solely responsible for paying any subcontractors it
       uses to provide Services under this Agreement. Subcontracting shall not
       relieve Contractor of obligations under this Agreement.

14.3   Subject to the above in Article 14.0, this Agreement shall transfer to
       and be binding on the transferees, successors and assigns of such party.


15.0   WARRANTY AS TO ILLEGAL PAYMENTS

       Contractor warrants that neither it nor any member of the Contractor
       Group has made or will make, with respect to the matters provided for
       hereunder, any offer, payment, promise to pay or authorization of the
       payment of any money, or any offer, gift, promise to give or
       authorization of the giving of anything of value, directly or indirectly,
       to or for the use or benefit of any official or employee of the
       Government or to or for the use or benefit of any Ecuadorian political
       party, official, or candidate for the purpose of (i) influencing an
       official act or decision of that person; (ii) inducing that person to do
       or omit to do any act in violation of his or her lawful duty; or (iii)
       inducing that person to use his or her influence within the Government to
       affect any Government decision unless such offer, payment, gift, promise
       or authorization is authorized by written laws or regulations of Ecuador.
       Contractor further warrants that neither it nor any member of Contractor
       Group has made or will make any such offer, payment, gift, promise or
       authorization to or for the use or benefit of any other person if the
       Contractor or any member of Contractor Group knows, has a firm belief,

                                      -18-
<PAGE>

       or is aware that there is a high probability that the other person would
       use such offer, payment, gift, promise or authorization for any of the
       purposes described in the preceding sentence. The foregoing warranties do
       not apply to any facilitating or expediting payment to secure the
       performance of routine Government action. Routine Government action, for
       purposes of this Article 15.0, shall not include, among other things,
       Government action regarding the terms, award, amendment, or continuation
       of the Charapa Contract. Contractor shall respond promptly, and in
       reasonable detail, to any notice from Operator or its auditors pertaining
       to the above stated warranty and representation and shall furnish
       documentary support for such response upon request from Operator.


16.0   MISCELLANEOUS

16.1   If any portion of this Agreement is held to be invalid or unenforceable
       for any reason by a court of competent jurisdiction, then such portion
       will be deemed to be stricken and the remainder of this Agreement shall
       continue in full force and effect.

16.2   A waiver by either party to this Agreement of any of the terms and
       conditions of this Agreement in any instance shall not be deemed or
       construed to be a waiver of such term and condition for the future, or of
       any subsequent breach thereof, or of any other term and condition of the
       Agreement.

16.3   Headings are for ease of reference only and have no effect on the
       interpretation or construction of this Agreement.

16.4   This Agreement is the entire agreement of the parties, supersedes any
       prior communications relating to the text of this Agreement, and this
       Agreement may not be modified except by written amendment signed by the
       authorized representatives of both parties.

16.5   Notice may be given by hand, fax (when confirmed by return fax), or
       registered mail to the addresses set forth below and will be effective
       upon receipt.

In witness whereof, each party has caused it authorized representative to sign
in the space provided below as of the day and year hereinabove first written.

CONTRACTOR:                                   OPERATOR:

TECNIE S.A.C.                                 BELLWETHER INTERNATIONAL INC.
By:  _______________________________          By:  _________________________
Name:  _____________________________          Name:  _______________________
Title:  ____________________________          Title:  ______________________
Av. Republica de El Salvador 970              1331 Lamar Street Suite 1455
Ed. El Quilate - Piso 7 Quito, Ecuador        Houston, Texas 77010 USA
Fax: 593.2.466803                             Fax: 713.652.2916

                                      -19-
<PAGE>

                                    ANNEX A




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

                            SCOPE OF SERVICE

                   ===================================
<PAGE>

                                   ANNEX 'A'
                               SCOPE OF SERVICE

--------------------------------------------------------------------------------

ATTACHED TO AND MADE A PART OF THE MASTER SERVICE AGREEMENT, EFFECTIVE AS OF
NOVEMBER 1, 1999 BETWEEN BELLWETHER INTERNATIONAL, INC. ("OPERATOR") AND TECNIE
S.A.C. ("CONTRACTOR").


1.   GENERAL PROVISIONS

1.1  This Scope of Service describes the Services to be performed by Contractor
     and includes Contractor's provision of Contractor Personnel to perform
     certain local operational, planning, lease operations, logistics,
     accounting, clerical, administrative, communications, Government reporting
     and liaison, office space, and other duties for the Operations, performance
     of the Services and requirements of Operator, as set forth below.

1.2  Contractor shall appoint a Country Manager who will report to Operator's
     Representative. Any delegation of authority to Contractor and to the
     Country Manager will be given as is deemed appropriate by Operator.
     Operator and Contractor shall agree upon two (2) other persons acceptable
     to Operator for delegation and assignment of the Country Manager's duties
     and authorities in the event of the absence or incapacity of the Country
     Manager. The Country Manager's duties and authorities may be delegated to
     such other persons upon prior written notice to Operator.

1.3  Contractor shall ensure the Services are conducted in full compliance with
     Applicable Law.

1.4  Capitalized terms not defined in this or any Annex shall have the same
     meaning given them in the Agreement.

1.5  Contractor shall begin preparations for the commencement of the Services
     after the final and unconditional award of the Charapa Contract by the
     "CEL" (Comite Especial de Licitaciones ), such that Contractor shall be
     able to commence the Services when operations under the Charapa Contract
     are transferred from Petroecuador or Petroproduccion to "Contractor" (as
     defined in the Charapa Contract).


2.   CONTRACTOR'S DUTIES

Unless otherwise expressly indicated below, the duties and obligations described
in Section 2 of this Annex A shall be performed by Contractor at its expense as
part of and comprising the Services; and the costs and expenses incurred by
Contractor shall be included in the Base Charges or reimbursed by Operator as
Reimbursable Costs, as the case may be.

2.1    Contractor Personnel

2.1.1  Upon commencement of the Services Contractor shall provide the following
       fully qualified personnel on a full-time basis ("FT") and others shown
       below on a part-time basis ("PT") as follows:

                                      A-1
<PAGE>

       a)  Quito Office:
       -----------------
           (i)    Country Manager (PT)
           (ii)   Operations Coordinator (FT)
           (iii)  Head Accountant (FT)
           (iv)   Senior Petroleum Engineer (FT)
           (v)    Systems Technician (PT)

       b)  Field Operations  (All Full Time):
       ---------------------------------------
           (i)    Field Superintendent
           (ii)   Two (2) Drivers
           (iii)  Four (4) Field or Lease Operators

2.1.2  At some time after commencement of the Services, if the need arises for
       additional Contractor Personnel, Contractor is authorized to and shall,
       if required, provide the following fully qualified personnel on a full-
       time basis ("FT") and others shown below on a part-time basis ("PT") as
       follows:

       a)  Quito Office:
       -----------------
           (i)     Finance Manager (PT)
           (ii)    Accounting Assistant (PT)
           (iii)   Junior Petroleum Engineer (FT)
           (iv)    Secretary (Bilingual) (PT)
           (v)     Receptionist (PT)

       b)  Field Operations  (All Full Time):
       ---------------------------------------
           (i)     Field Coordinator

2.1.3  The compensation for all Contractor Personnel (all salary and B&B) shall
       be included in and be a part of the Base Charges.

2.1.4  All personnel required by Contractor to perform the Services that are in
       addition to the Contractor Personnel set forth in Section 2.1.1 and
       Section 2.1.2 above, shall require the Operator's prior written approval.
       Such additional personnel approved by Operator shall also require
       amendment of the applicable Annual Budget. Any personnel furnished by
       Contractor in addition to those set forth in Section 2.1.1 and 2.1.2 in
       exigent circumstances or an emergency and not approved or requested in
       writing by Operator shall be immediately notified to Operator along with
       the rate of compensation (salary and B&B) for such personnel. In such
       notice to Operator, Contractor shall justify such additional personnel
       and, if not justified, Operator shall have the right to refuse same.

2.1.5  Payment for all Contractor Personnel shall be made by Operator as part of
       the Base Charges only for time actually spent in the conduct of the
       Services (i.e. Work Hours). Contractor shall only be compensated for
       Contractor Personnel actually engaged in the performance of the Services
       and to the extent any Contractor Personnel are engaged in activities
       other than

                                      A-2
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       the Services, the rates of compensation (as set forth in Section 1.1 of
       Annex "B") for such personnel shall be allocated through the use of time
       sheets in accordance with Annex B.

2.1.6  Prior to hiring Contractor Personnel whose functions are set forth in
       Section 2.1.1 a) (ii)-(iv) and 2.1.1 b)(i) and Section 2.1.2 a)(i)-(iii)
       and 2.1.2 b)(i) above, Contractor shall provide Operator with full
       resumes and work experience of proposed personnel including copies of
       safety certifications (if applicable), diplomas from universities (if
       applicable) and industry references. In recruiting personnel for this
       Agreement, Contractor shall use its best efforts to effectively control
       costs to ensure that they are not in excess of the "going market rate."


2.2    Operator Liaison & Reporting

2.2.1  Contractor shall provide full coordination and communication with
       Operator's Representative.

2.2.2  In the conduct of Operations, Operator and Contractor shall agree in
       advance (or from time to time as the need arises) regarding whether a
       party, an Affiliate of a party or a Third Party shall provide reporting
       during all phases of the Services, including:

          a) Competitive Tendering, Tendering and contracting progress reports;
          b) accident reports;
          c) environmental incident reports;
          d) daily drilling reports;
          e) timely cost estimate reports - during drilling, reconditioning,
             workover and other Operations with a drilling or workover rig on
             the Contract Area;
          f) bottom hole pressure and flowrate reports;
          g) well report;
          h) well recap of consumables and assets and their reconciliation to
             reports;
          i) copies of all logs or surveys;
          j) copies of all tests and core analysis reports;
          k) copies of all plugging reports; and
          l) other reports as frequently as is justified by the activities or
             Operations or as reasonably requested by Operator.

2.2.3  All reports and all communications sent to Operator shall be in the
       English language or, if not in English, shall be accompanied by a quality
       translation (at Contractor's expense as a Reimbursable Cost) in English,
       unless otherwise agreed by Operator's Representative; provided, all
       reports submitted to the Government by Contractor as a part of the
       Services shall be photocopied and delivered to Operator in the same form
       as delivered to the Government.

2.3    Government Liaison & Reporting

2.3.1  Contractor shall coordinate all meetings and liaisons with Government
       authorities to ensure all Operations are carried out in full compliance
       with the terms of the Charapa Contract and

                                      A-3
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                                   ANNEX 'A'
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________________________________________________________________________________

       Applicable Law and all reporting requirements under the Charapa Contract
       are completely and timely fulfilled. Contractor shall notify Operator as
       soon as possible of any meetings with the Government and shall, if
       requested by Operator, provide written reports of such meetings if
       Operator is unable to attend, as promptly as possible after such
       meetings.

2.3.2  Contractor shall prepare and deliver to the Government all reports,
       records and information required to be furnished by "Contractor" under
       the Charapa Contract and Applicable Law (other than reports Operator is
       required to provide in respect of its own interests - e.g. income taxes).


2.4.   General Duties

       In performance of and as a part of the Services and included in the Base
       Charges (unless expressly designated as a Reimbursable Cost), Contractor
       shall at all times:

          a)   perform the Services in accordance with the provisions of the
               Charapa Contract, Applicable Law and this Agreement;
          b)   obtain all permits, consents, approvals, or other rights that may
               be required for or in connection with the conduct of Services
               (provided that out-of-pocket costs paid by Contractor to the
               Government to obtain such permits shall be a Reimbursable Cost);
          c)   pay and discharge all liabilities and expenses arising under all
               commitments made by Contractor incurred in connection with the
               Operations and the Services; and use its reasonable efforts to
               keep and maintain the Contract Area and all Joint Property and
               Exclusive Property (as such terms are defined in the JOA) free
               from all liens, charges and encumbrances arising out of the
               Services;
          d)   take all necessary and proper measures for the protection of
               life, health, the environment and property, to the extent it is
               reasonably able to do so, and in the case of an emergency,
               immediately notify the Operator of the details of any such
               emergency and measures recommended by Contractor;
          e)   in respect of all Ad-Hoc Services with a value estimated in
               excess of $10,000 USD and less than $50,000 USD, Contractor shall
               Tender for such supply or service; and
          f)   in respect of all Ad-Hoc Services with a value estimated in
               excess of $50,000 USD, Contractor shall Competitive Tender for
               such supply or service.


2.5    Operational Duties

2.5.1  Contractor Personnel Manpower Services:
       ---------------------------------------

       In performance of and as a part of the Services, and included in the Base
       Charges (unless expressly designated as a Reimbursable Cost), and subject
       to the other provisions of this Agreement, Contractor shall provide
       Contractor Personnel set forth in Section 2.1.1 and Section 2.1.2 (and
       additional Contractor Personnel pursuant to Section 2.1.4) to supervise,
       administer, coordinate, manage, account for, pay invoices in respect of
       and otherwise ensure the performance of the duties and obligations set
       forth below:

                                      A-4
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                                   ANNEX 'A'
                               SCOPE OF SERVICE
________________________________________________________________________________

       a) Perform all reporting to and liaison with the Government as required
          and as requested by Operator.
       b) Timely prepare and deliver to the Government all reports,
          applications, permits and other requests as required by the Government
          or Applicable Law for execution of the Operations (e.g. drilling or
          workover permits, permits or consents for storage, allocation,
          transportation and sale of Hydrocarbons).
       c) Competitive Tender or Tender (as applicable) for and contract (either
          for itself or on behalf of Operator) with a Third Party for the
          initial environmental assessment (i.e. baseline) and the environmental
          impact study for Operations, and any environmental reporting work
          required by the Government or Applicable Law and as requested by
          Operator.
       d) Competitive Tender or Tender (as applicable) for and contract (either
          for itself or on behalf of Operator) with a Third Party for a level of
          security appropriate under  the circumstances existing from time to
          time on the Contract Area, required or as necessary during Operations
          and as requested by Operator and, in particular, for the personnel,
          equipment and other assets located on the Contract Area during
          Operations while a drilling or workover rig or other Third Party
          service contractor is on the Contract Area.
       e) To the extent not provided by a Third Party service contractor (e.g.
          drilling contractor), Competitively Tender or Tender (as applicable)
          and contract (either for itself or on behalf of Operator) with a Third
          Party or an Affiliate for the supply of locally obtained equipment,
          consumables, materials, supplies and services as required or as
          necessary and applicable to the Operations being conducted or as
          required by Operator for use in Operations, including, without
          limitation, ad-hoc fixed wing air charter, ad-hoc medevac rotary
          aircraft charter, fresh water, fuel, security or additional security,
          power generation, drilling fluids, roustabouts or laborers; access
          road, drilling pad and location design, preparation, construction
          and/or maintenance, catering, lodging or accommodations and vehicles.
       f) Coordinate, administer and control the logistics procurement, supply,
          transportation and storage of property of all types in connection with
          Operations and to the extent not provided by a Third Party service
          contractor (e.g. drilling contractor), including, without limitation,
          the administration, documentation and supervision of the Tender or
          Competitive Tender (as applicable) and contract (either for itself or
          on behalf of Operator) with a Third Party or an Affiliate for the
          procurement, and importation of equipment, consumables and materials
          for use in Operations and the transportation of such equipment,
          consumables and materials in Ecuador.
       g) Prepare and deliver all documentation required by the Government or
          Applicable Law for importation, transportation and storage (referred
          to in Article 2.5.1 f), and for exemption from customs fees, duties
          and I.V.A., and import taxes or other levies.
       h) Comply with Operator's written policies and procedures for handling,
          storing and inventorying all such equipment, consumables and materials
          (including use of Operator's Materials Transfer System).
       i) Maintain the communications system between Contract Area and Quito
          office to mitigate or prevent interruptions in communication and
          obtain and maintain all

                                      A-5
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                                   ANNEX 'A'
                               SCOPE OF SERVICE

--------------------------------------------------------------------------------

               licenses and permits required by the Government or Applicable Law
               for such communication equipment (unless provided by a Third
               Party service contractor to Operator or Contractor).

           j)  Manage and oversee daily production of hydrocarbons in the
               Contract Area, including metering or measuring daily production
               of hydrocarbons.

           k)  Manage, maintain and oversee all hydrocarbons flowlines,
               treatment facilities and storage facilities and all other Charapa
               Facilities on the surface related to production, treatment,
               transportation and storage of hydrocarbons.

           l)  Coordinate and communicate as required with the purchaser of
               hydrocarbons in respect of meter calibration, tank measurements,
               deliveries, volume adjustments and storage requirements and
               perform other duties required under the contract or agreement
               with such Third Parties for the purchase and sale of
               hydrocarbons.

           m)  Conduct, with regular frequency, routine inspection and routine
               maintenance (excluding major repairs or overhauls) on all Charapa
               Facilities located above the surface.

           n)  Prepare and submit to the Government all environmental reports,
               notices and all other data or information regarding the
               environment as required by the Government or Applicable Law.

           o)  Immediately notify Operator of any damage, loss, spill, pollution
               or other degradation of the natural environment or sociological
               impact on the Contract Area or elsewhere caused during or in
               connection with Operations and/or the Services.

           p)  Ensure all Contractor Personnel in the Contract Area have
               adequate clothing, shoes and equipment necessary for the Services
               being performed by such Contractor Personnel.

           q)  Competitive Tender or Tender (as applicable) for and contract
               with a Third Party to provide environmental studies, surveys,
               remediation, reporting or other environmental services as needed,
               requested by Operator or required by the Government or Applicable
               Law.

           r)  Manage and coordinate all community relations in and around the
               Contract Area as necessary, required by the circumstances and as
               required by Operator.

           s)  Act as liaison with community leaders in the Contract Area or
               other Third Parties or persons (other than the Government or
               Petroecuador) that make requests or demands upon Operator or
               Contractor.

           t)  Incur expenditures to maintain good relations with the community
               surrounding the Contract Area in accordance with the Annual
               Budget; provided, Contractor shall obtain Operator's prior
               written approval for any single expenditure under this Section
               2.5.1 t) in excess of $5,000.

           u)  Comply with all Government requirements and Applicable Law
               regarding community relations, sociological studies and programs
               and other matters, including all reporting to and liaison with
               the Government as required.

           v)  Endeavor to settle, negotiate or compromise the best position or
               result for Operator Group regarding all demands or claims made by
               any member of the community surrounding the Contract Area;
               provided, Contractor shall not settle or compromise any such
               claim or demand in excess of $2,500 USD without the prior written
               consent of Operator.

                                      A-6
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                                   ANNEX 'A'
                               SCOPE OF SERVICE

--------------------------------------------------------------------------------

           w)  Locate, Competitive Tender or Tender (as applicable) for the
               hire, rental or sublet of and maintain and provide staff for a
               warehouse or storage yard for Operator's movable property
               (whether owned, leased or rented); such warehouse or storage yard
               to be located on or off the Contract Area.

           x)  Comply with Operator's Material Transfer System and Operator's
               procedures regarding warehouse and inventory control.

           y)  Provide security appropriate under the circumstances existing
               from time to time for the warehouse and/or storage yard to
               prevent loss or theft of Operator's property.

           z)  Provide other manpower Services as may be required and requested
               in writing by Operator.

           Except as may be expressly provided otherwise, the phrase "Contract
           (either for itself or on behalf of Operator)" used above, refers to
           the use of an Ad-Hoc Service Commitment.

2.5.2  Operations in General & Task Schedule:
       --------------------------------------

       a)  Consistent with the above, it is the intent of the Parties that
           Contractor shall conduct normal, routine and on-going lease
           operations on the Contract Area and in connection with the Charapa
           Contract.

       b)  Contractor shall be under the general direction of Operator's
           Representative and Operator shall provide a general schedule of on-
           going or routine tasks (as part of the Services) for Contractor to
           perform on a continuing basis ("Task Schedule"). All Contractor
           Personnel time in fulfillment of the Task Schedule shall be included
           in the Base Charges (unless expressly designated a Reimbursable Cost)
           and any reasonable and necessary out-of-pocket expenses incurred by
           Contractor (other than Base Charges) to comply with the Task Schedule
           shall be a Reimbursable Cost.

2.5.3  Safety:
       ------

       Within sixty (60) days after the effective date of the Charapa Contract,
       Contractor shall propose for Operator's written approval a written health
       and safety policy and procedure for the Operations and performance of the
       Services based on the procedures, rules and manuals provided by the
       Operator under Section 3 of Annex A and as may be otherwise agreed by
       Contractor and Operator. Contractor shall conduct the Operations and
       perform Services in accordance with such health and safety policy.

2.6    Finance & Accounting Responsibilities

2.6.1  Accounting Functions:
       --------------------

       In performance of and as a part of the Services, and included in the Base
       Charges (unless expressly designated a Reimbursable Cost), and subject to
       the other provisions of this Agreement, Contractor shall provide
       Contractor Personnel set forth in Section 2.1.1 and Section 2.1.2 (and
       additional Contractor Personnel pursuant to Section 2.1.4) to supervise,

                                      A-7
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                               SCOPE OF SERVICE

--------------------------------------------------------------------------------

       administer, coordinate, manage, account for, pay invoices in respect of
       and otherwise ensure the performance of the duties and obligations set
       forth below:

           a)  Pay all Third Party and Affiliate invoices submitted to Operator
               in Ecuador (other than those Operator requires to be paid from
               its office in Houston, Texas) and all Third Party and Affiliate
               invoices submitted to Contractor in connection with the
               Operations and/or the Services in accordance with Government
               Invoicing Regulations and Applicable Law. Contractor shall obtain
               Operator's approval prior to paying any invoices for Services
               performed by an Affiliate of Contractor in excess of $3,000.00.

           b)  Fax to Operator all invoices submitted to Operator in excess of
               $5,000 USD (or $5,000 USD equivalent) for prior written approval
               before payment from either of Operator's bank accounts in Quito
               can be made (unless otherwise specifically agreed by Operator).

           c)  Send Operator an itemization of all invoices submitted to
               Operator and paid from both of Operator's bank accounts in Quito
               along with an original of all invoices and a copy of Operator's
               bank accounts checkbook registers once each month. (Operator will
               return the original invoices to Contractor after they have been
               registered in the Operator's books and photocopied).

           d)  Supply to Operator, on a monthly basis, a sufficiently detailed
               schedule containing an itemization of all charges incurred under
               this Agreement, including without limitation, Base Charges,
               Reimbursable Costs and all Third Party invoices paid, along with
               all necessary supporting documentation.

           e)  Prepare all production accounting, including, tracking of the
               volumes of hydrocarbons produced, in storage and delivered for
               sale in accordance with Operator's policies and procedures.

           f)  Maintain current records of allocation of hydrocarbons under the
               Charapa Contract with Petroecuador.

           g)  Prepare and submit to the hydrocarbons purchaser by the tenth
               (10/th/) of the month following the month of production (or as
               otherwise may be provided in the applicable hydrocarbons purchase
               and sale agreement) an invoice covering the sale of
               "Contractor's" (as defined in the Charapa Contract) share of the
               hydrocarbons saved and sold;

           h)  If required by the Government or Applicable Law, prepare and
               submit all invoices to Petroecuador for the "Base Curve Costs"
               (as defined in the Charapa Contract), environmental costs and
               other costs to be reimbursed by Petroecuador under the Charapa
               Contract.

           i)  Manage, report and pay all administrative and accounting issues
               and payments unique to Ecuador, including I.V.A. and C.T.T.,
               filings and compliance which are required to be paid by
               "Contractor" (as defined in the Charapa Contract).

           j)  Send "Vendor Set Up" form to Operator by fax for all new vendors
               as soon as possible.

           k)  Prepare and fax to Operator the Material Transfer forms after
               completion of such forms in accordance with Operator's Material
               Transfer System.

                                      A-8
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                               SCOPE OF SERVICE

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           l)  Invoice Operator for Services provided under this Agreement in
               accordance with Article 4.0 of this Agreement.

           m)  Provide by the twentieth (20/th/) of each month a cash
               requirements forecast to Operator with a estimate of Contractor's
               US Dollar cash requirements for the following month and the "USD
               Fix Amount" (defined below) for each Sucre invoice. This forecast
               shall include all Base Charges and Reimbursable Costs anticipated
               to be paid by Contractor in the following month.

           n)  Promptly forward to Operator all USD invoices erroneously
               received in Quito which Operator will pay from Houston.

           o)  Maintain and keep true and correct records of the production and
               disposition of all liquid and gaseous hydrocarbons and of all
               costs and expenditures under this Agreement.

           p)  Maintain accounting records pertaining to the Services and
               Operations in accordance with all applicable statutory
               obligations of Ecuador as well as the provisions of the Charapa
               Contract and this Agreement, using software, chart of accounts
               and nomenclature as may be required by the Operator; provided,
               Operator shall be responsible for the input of all accounting
               data and information (payables, receivables, etc.) in the
               Operator's books and chart of accounts in Houston, Texas and such
               information will be transmitted to Contractor on a regular basis,
               not less than once each month.

           q)  Maintain accounting records and reports in both the English and
               Spanish language and in dual U.S. and Ecuador currency. The daily
               rates of Sucre to US Dollar (and vice-versa) exchange published
               in el Comercio shall be sent weekly to Operator covering the
               daily rates for such week.

           r)  Engage, liase with and report to Operator regarding the firm of
               public accountants acceptable to Operator to provide all
               statutory accounting and financial reporting requirements in
               accordance with Applicable Law and, subject to the provisions
               herein, compensation payable to such firm for advice to or work
               on behalf of Operator shall be a Reimbursable Cost.

2.6.2  Banking and Payment Authority:
       ------------------------------

           a)  As part of the Services and included in the Base Charges,
               Contractor shall open and maintain in the name of Operator one
               bank account in Sucres ("Sucre Bank Account") and one bank
               account in US Dollars ("USD Bank Account") in a bank in Quito,
               Ecuador acceptable to Operator. Authorization for withdrawals,
               checks, drafts, transfers and other activity in each of such bank
               accounts shall be in accordance with the signature authority
               limitations as set forth in Section 2.6.2 c) below. Contractor
               shall pay all Third Party invoices (and invoices from an
               Affiliate of Contractor for performing Services) from either of
               such accounts (as applicable, depending on the currency payment
               requirement of the payee and Applicable Law). By the twentieth
               (20/th/) of each month Contractor shall notify Operator in
               writing with a request to electronically transfer funds to the
               USD Bank Account in Ecuador in an amount sufficient to pay all
               Third Party USD and Sucre invoices received by Contractor at that
               time and payable within thirty (30) days. Such notice from
                                      A-9
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                                   ANNEX 'A'
                               SCOPE OF SERVICE

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               Contractor requesting USD funds shall include a schedule of all
               invoices to be paid and shall contain at least the following
               information for each invoice to be paid:

                   .   Payee;
                   .   Services rendered;
                   .   Amount in USD if a USD invoice; and
                   .   Amount in Sucres if a Sucre invoice, and the "USD Fix
                       Amount" (defined in Section 2.6.4 below) for each Sucre
                       invoice.

               If Operator approves the payment request, it shall immediately
               transfer the USD funds to the USD Bank Account. The amount of USD
               funds transferred by Operator to the USD Bank Account to pay the
               Sucre invoices received in each month shall establish the
               "Monthly USD Requirement" (as defined in Section 2.6.4 below).
               Operator shall promptly consult with Contractor if Operator finds
               errors or questions invoices on such schedule. In accordance with
               Section 2.6.1 b) above, Contractor shall not pay any invoice in
               the amount of $5,000 USD or more (or equivalent in Sucre) without
               prior written approval from Operator (unless otherwise
               specifically agreed by Operator).

           b)  The USD Bank Account and the Sucre Bank Account are to be used
               for Operator's payment (by Contractor as part of the Services) of
               all invoices submitted to Operator in Ecuador and all other
               commitments or obligations of Operator which Operator elects not
               to make payment from Houston, Texas. Unless specifically agreed
               by Operator, Contractor's own costs to provide the Services (i.e.
               Base Charges) shall be paid from Contractor's own bank accounts
               and not from Operator's bank accounts.

           c)  Both the USD Bank Account and the Sucre Bank Account shall have
               limitations of signature authority as follows:

               USD or USD Equivalent
                  Amount of Payment          Signatory
                  -----------------          ---------
                    Up to $5,000         Single Signature - One of:
                                             Country Manager, Head Accountant,
                                             Contractor's General Manager, or
                                             Operator's Representative

                    $5,000 or More       Dual Signature - Two of:
                                             Country Manager, Head Accountant,
                                             Contractor's General Manager,
                                             Operator's Representative or
                                             Operator's Legal Representative

           d)  Operator shall have the right from time to time to revise or
               revoke the above signature authority levels or to grant other
               persons with signature authority on the USD Bank Account and the
               Sucre Bank Account on written notice to the bank. Such accounts
               and all other accounts maintained by Contractor on behalf of
               Operator shall be reconciled by the twentieth (20/th/) day of the
               following month and such reconciliation shall be delivered to
               Operator not later than the thirtieth (30/th/) day of such
               following month.

                                      A-10
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                                   ANNEX 'A'
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           e)  Other than the USD Bank Account and the Sucre Bank Account opened
               with the permission of Operator, Contractor shall have no
               authority to open any other bank account in the name of Operator
               nor to establish any line of credit or to create indebtedness in
               the name or on behalf of Operator.

           f)  Pursuant to Article 4.6 of the Agreement, Contractor may request
               an MSA Credit for any Base Charges and Reimbursable Costs.

2.6.3  Receipt of Funds or Refunds:
       ----------------------------

       If on behalf of Operator or otherwise, Contractor receives any sum of
       money, refunds or rebates owing to Operator, Contractor shall immediately
       deposit such funds in the Sucre Bank Account or USD Bank Account, (based
       on the currency in which the refund was made), and immediately notify
       Operator. Operator shall have the right to have all or a part of such
       funds paid immediately to Operator in any account designated by Operator
       in the United States or to apply such funds to invoices payable to third
       parties by Operator or to payment of Contractor's compensation under this
       Agreement.

2.6.4  Currency Exchange Gains or Losses:
       ----------------------------------

           a)  Contractor shall request the transfer of USD funds and Operator
               shall transfer all USD funds for payment of Sucre invoices
               received by Contractor in performance of the Services in
               accordance with Section 2.6.2 a) of Annex A. Contractor shall
               have the right to transfer from the USD Bank Account to the Sucre
               Bank Account or vice-versa (or otherwise exchange US Dollars
               received from Operator to Sucre or vice-versa) based on US
               Dollars to Sucre exchange rates at that time. Contractor shall
               receive certain compensation for a "Quarterly Currency Gain"
               (defined below) as further described in Section 2.6.4 d);
               provided a "Quarterly Currency Loss" (defined below) shall be
               borne by certain members of the Operator Group.

           b)  Contractor shall notify Operator by fax of any Quarterly Currency
               Loss in excess of $1,000 USD within two (2) days after the
               occurrence of such loss.

           c)  Notwithstanding anything in the Agreement or the Annexes to the
               contrary, Operator shall have the right, in its discretion, to
               revoke the Contractor's right to exchange currency and receive
               compensation for Currency Gain as set forth in this Section 2.6.4
               at any time on one (1) day notice in writing to Contractor. In
               such event, Contractor shall be compensated for Quarterly
               Currency Gain, if any, occurring during the Quarter such
               termination notice was sent to Contractor.

           d)  The determination of currency gain or currency loss and
               Contractor's compensation on Quarterly Currency Gain shall be as
               set forth below:

               1.   Definitions:

                    A.   "Fix Date" means the day on which Contractor receives a
                         Sucre invoice and stamps the date of receipt on the
                         face of such invoice.

                    B.   "Exchange Rate" means the US Dollar buying (i.e.
                         "compra") rate as established by the free market for
                         Quito on the applicable Fix Date, as published in El
                         Comercio newspaper under the heading "Mercado Libre de

                                      A-11
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                                   ANNEX 'A'
                               SCOPE OF SERVICE
--------------------------------------------------------------------------------

               Cambios" on such applicable date; provided, if not published in
               El Comercio, then the parties shall mutually agree on another
               publication.

           C.  "USD Fix Amount" means the amount of a Sucre invoice translated
               into US Dollars using the Exchange Rate on the Fix Date for such
               Sucre invoice.

           D.  "Monthly USD Requirement" means the total of the USD funds
               transferred to the USD Bank Account by Operator for the purpose
               of paying the sum of the USD Fix Amount of all Sucre invoices
               received by Contractor in the applicable calendar month (as
               requested under Section 2.6.2 a) of Annex A).

           E.  "Quarterly USD Requirement" means the sum of the three Monthly
               USD Requirements in the applicable Calendar Quarter.

           F.  "Quarterly USD Payments" means the total amount of USD
               transferred from the USD Bank Account to the Sucre Bank Account
               in the applicable Calendar Quarter for the purpose of paying the
               Sucre invoices received during such Calendar Quarter and included
               in the Quarterly USD Requirement.

           G.  "Quarterly Currency Gain" means the positive difference, if any,
               resulting from subtracting the Quarterly USD Payments from the
               Quarterly USD Requirement.

           H.  "Quarterly Currency Loss" means the negative difference, if any,
               resulting from subtracting the Quarterly USD Payments from the
               Quarterly USD Requirement.

       2.  Procedure:

           A.  Contractor shall stamp each Sucre invoice on receipt with the
               date on which Contractor receives such invoice, being the Fix
               Date. Using the Exchange Rate on the Fix Date shall determine the
               USD Fix Amount of such Sucre invoice. In accordance with Section
               2.6.2 a) of Annex A, Contractor shall request the USD funds to
               pay the total amount of Sucre invoices received each calendar
               month calculated on the total of USD Fix Amount of all such
               invoices. Operator shall transfer the Monthly USD Requirement in
               accordance with Section 2.6.2 a) of Annex A. After receipt of the
               Monthly USD Requirement, Contractor shall use its reasonable and
               prudent discretion and knowledge of US Dollar to Sucre currency
               exchange fluctuations to determine the proper time or time period
               in which to exchange all or part of the Monthly USD Requirement
               at any time or from time to time, but shall not have the right to
               incur interest or any penalty for late payment or otherwise fail
               to comply with payment terms covering such invoice. Subject to
               the foregoing, Contractor shall transfer the appropriate amount
               of USD from the USD Bank Account to the Sucre Bank Account and
               the sum of the USD funds transferred to the Sucre Bank Account,
               for the purpose of paying Sucre invoices received in such
               Calendar Quarter, shall establish the Quarterly USD Payments.
               Unless expressly authorized in writing by Operator, other than
               the Monthly USD Requirement, Contractor shall not have the right
               to use any other USD funds received from Operator for payment of
               USD invoices for purposes of currency exchange or trading in
               Sucres.

                                      A-12
<PAGE>

                                   ANNEX 'A'
                               SCOPE OF SERVICE
--------------------------------------------------------------------------------

           B.  Not later than ten (10) days after the end of each Calendar
               Quarter, Contractor shall submit a written report to Operator
               containing all USD-Sucre exchange transactions in respect of the
               Monthly USD Requirement for each calendar month during such
               Calendar Quarter and summarized for the entire Calendar Quarter.
               The report shall also contain an itemization of each Sucre
               invoice paid, and if known, the currency gain or currency loss
               for each such paid Sucre invoice and shall summarize the
               Quarterly Currency Gain, if any or the Quarterly Currency Loss,
               if any.

           C.  If a Quarterly Currency Gain occurs in a Calendar Quarter,
               Contractor shall be entitled to twenty-five percent (25%) of such
               Quarterly Currency Gain. In such event, Contractor shall invoice
               Operator after the end of the applicable Calendar Quarter in
               which a Quarterly Currency Gain occurred along with a copy of the
               written report referred to in B. above. Operator shall pay all
               undisputed amounts of such invoice within fifteen (15) days of
               receipt.

           D.  If a Quarterly Currency Loss occurs in a Calendar Quarter,
               Bellwether and Tecnipetrol, shall bear all such loss.

2.7    Ecuador Operations Overhead

In performance of and as a part of the Services and included in the Base Charges
(unless expressly designated a Reimbursable Cost), Contractor shall provide:

2.7.1  Quito Operations Overhead
       --------------------------

         a)  Suitable office space in Quito for the required number of
             Contractor Personnel (as set forth in Section 2.1) to perform the
             Services. Initially, Contractor shall provide approximately 2,000
             sq. ft. of office space allocated exclusively to the Services.

         b)  Office supplies, sundries and computer software, for the required
             number of Contractor Personnel in Quito to be able to perform the
             Services.

         c)  Office furnishings, fixtures and equipment (e.g. desks, chairs,
             computers, telephone systems, facsimile, copiers, etc.) for an
             office sufficient for the required number of Contractor Personnel
             to be able to perform the Services.

         d)  All utilities (gas, water  and power).

         e)  Security services for the Quito office.

         f)  Maintenance, janitorial services and insurance, property insurance
             on the Quito office and all furnishings, equipment and supplies.

         g)  General Administration and overhead

2.7.2  Field Operations Overhead
       -------------------------

         a)  Suitable office space in Lago Agrio with space for a minimum of
             three (3) Contractor Personnel.

         b)  Storage yard and warehouse facility of sufficient size for safe and
             secure storage and warehousing of Operator's property (whether
             owned, leased or rented).

                                      A-13
<PAGE>

                                   ANNEX 'A'
                               SCOPE OF SERVICE
--------------------------------------------------------------------------------

         c)  Office supplies, sundries and computer software for the required
             number of Contractor Personnel in Lago Agrio to be able to perform
             the Services.

         d)  Office furnishings, fixtures and equipment (e.g. desks, chairs,
             computers, telephone systems, facsimile, copiers, etc.) for an
             office sufficient for the required number of Contractor Personnel
             to be able to perform the Services.

         e)  Security for the office, warehouse and storage yard and the
             accommodations in Lago Agrio.

         f)  Maintenance and fuel for two 4x4 vehicles dedicated to Contract
             Area use.

         g)  All utilities (gas, water and power).

         h)  Maintenance and insurance for the office, warehouse and storage
             yard and the accommodations in Lago Agrio.

         i)  Accommodations for three (3) persons in Lago Agrio, including
             regular housekeeping services.

2.8    Contract Tendering and Awards

     2.8.1   In performance of and as a part of the Services, and included in
             the Base Charges, Contractor shall provide Contractor Personnel set
             forth in Section 2.1.1 and Section 2.1.2 (and additional Contractor
             Personnel pursuant to Section 2.1.4) to supervise, administer,
             coordinate, manage, otherwise ensure that Contractor shall (i)
             Competitive Tender prior to awarding all Ad-Hoc Service Commitments
             with a value estimated greater than $50,000 USD (or equivalent in
             Sucre) and (ii) Tender prior to awarding all Ad-Hoc Service
             Commitments less than $50,000 USD but greater than $10,000 USD (or
             equivalent in Sucre). Subject to the above and to the Charapa
             Contract and Applicable Law, Contractor shall award each Ad-Hoc
             Service Commitment with a value less than $10,000 USD to the best-
             qualified Third Party without the obligation to Tender or
             Competitive Tender and without seeking the prior written approval
             of the Operator; provided, however, Contractor shall not award an
             Ad-Hoc Service Commitment to an Affiliate of Contractor if the
             value exceeds $3,000 USD (or equivalent in Sucres), without
             Operator's prior written consent. Contractor shall maintain a
             complete file on all Competitive Tenders and Tenders and all such
             files shall be available for inspection by Operator pursuant to
             Article 4.7 of the Agreement.

     2.8.2   All Ad-Hoc Service Commitments shall be prepared on the applicable
             contract, service order, purchase order or other forms furnished by
             Operator and issued in the name of Contractor or in the name of
             Operator and signed by the Country Manager or the Operator's
             Representative. All Ad-Hoc Service Commitments shall be prepared in
             accordance with the respective Tender or Competitive Tender
             document or as required by Operator. The Country Manager shall not
             have the right or authority to sign any Ad-Hoc Service Commitments
             with a Third Party if the value exceeds $50,000USD (or equivalent
             in Sucres) or with an Affiliate of Contractor if the value exceeds
             $3,000 USD (or equivalent in Sucres), without Operator's prior
             written consent. Operator shall have the right from time to time to
             revise the

                                      A-14
<PAGE>

                                   ANNEX 'A'
                               SCOPE OF SERVICE
--------------------------------------------------------------------------------

             Country Manager's signature authority or to grant other persons the
             right to sign Ad-Hoc Service Commitments in the name of Operator.

     2.8.3   Operator shall have the right to withhold payments to Contractor in
             respect of any Ad-Hoc Service Commitment awarded in violation of
             Section 2.8.1 or Section 2.8.2.

     2.8.4   Contractor shall have written contracts, purchase orders or service
             orders for all Ad-Hoc Service Commitments regardless of the value
             (unless Operator otherwise agrees in writing). Contractor shall
             retain one original of all such contracts, purchase orders or
             service orders in its offices in Quito and promptly send one
             original to Operator. Contractor shall maintain a proper filing and
             retrieval system for all such documents and all correspondence and
             other information pertaining to such documents.

2.9    Ad-Hoc Services

2.9.1  As provided in and subject to this Agreement, Contractor shall, and
       Operator shall have the right to request from time to time that
       Contractor provide, or contract with a Third Party to provide, Ad-Hoc
       Services. Unless the value of the Ad-Hoc Services is estimated to be less
       than $10,000, Contractor shall conduct a Tender or Competitive Tender (as
       applicable) for such Ad-Hoc Services and shall notify Operator of the
       results of same. Contractor or an Affiliate of Contractor shall have the
       right to conduct the Ad-Hoc Services provided Contractor or such
       Affiliate participates in the Tender or Competitive Tender (as
       applicable) for such Ad-Hoc Services.

2.9.2  If Contractor or an Affiliate is selected to perform the Ad-Hoc Services,
       then prior to incurring any commitment or expenditure, Operator and
       Contractor or Operator and such Affiliate of Contractor shall enter into
       an Ad-Hoc Service Commitment to govern the performance of the Ad-Hoc
       Services. The Ad-Hoc Service Commitment shall cover all information
       relevant to the Ad-Hoc Services, including:

          .  description of services or deliverables;
          .  rates or lump sum cost;
          .  proposed completion or delivery date; and
          .  required resource(s) to complete the Ad-Hoc Services.

       Compensation properly payable to Contractor or an Affiliate of Contractor
       under an Ad-Hoc Service Commitment shall be made as a payment for Ad-Hoc
       Services and not as a Base Charge or a Reimbursable Cost and thus shall
       not be subject to the Contractor's Additional Mark-Up.

2.9.3  If a Third Party is selected to perform the Ad-Hoc Services, Operator
       shall have the option of entering into an Ad-Hoc Service Commitment with
       such Third Party or requiring Contractor to enter into an Ad-Hoc Service
       Commitment with such Third Party. If Operator so requires and Contractor
       and such Third Party enter into an Ad-Hoc Service Commitment, Contractor
       shall invoice Operator in accordance with the relevant Ad-Hoc Service
       Commitment and all costs properly payable under the Ad-Hoc Service
       Commitment shall be a Reimbursable Cost. If Operator and a Third Party
       enter into an Ad-Hoc Service

                                      A-15
<PAGE>

                                   ANNEX 'A'
                               SCOPE OF SERVICE
--------------------------------------------------------------------------------

       Commitment, such Third Party shall invoice Operator directly and such
       amounts shall not be a Reimbursable Cost. If Operator and an Affiliate of
       Contractor enter into an Ad-Hoc Service Commitment, such Affiliate shall
       invoice Operator directly and such amounts shall not be a Reimbursable
       Cost. (Upon execution of an Ad-Hoc Service Commitment between Contractor
       and a Third Party, if not already a member of the Contractor Group, such
       Third Party shall thereupon be a member of Contractor Group. Likewise,
       upon execution of an Ad-Hoc Service Commitment between Operator and a
       Third Party, if not already a member of the Operator Group, such Third
       Party shall thereupon be a member of Contractor Group.)


3.     OPERATOR'S DUTIES:

3.1    Provision of Documents:
       Operator shall provide the following:

       a).  Model Contracts and Tender Forms
       b).  All policies and procedures referenced in this Agreement
       c).  Vendor Set-up Form
       d).  Material Transfer Forms and procedures
       e).  General oversight and directions

3.2    Safety

       Operator shall conduct periodic health safety audits at least two times
       per Calendar Year to verify Contractor's compliance with the health and
       safety manual promulgated by Contractor (and approved by Operator) in
       Section 2.5.3 of Annex A.

                                      A-16
<PAGE>

                                    ANNEX B


                         ============================
                             COMPENSATION SCHEDULE
                         ============================
<PAGE>

                                    ANNEX B
                             COMPENSATION SCHEDULE

_______________________________________________________________________________

ATTACHED TO AND MADE A PART OF THE MASTER SERVICE AGREEMENT, EFFECTIVE AS OF
NOVEMBER 1, 1999 BETWEEN BELLWETHER INTERNATIONAL, INC. ("OPERATOR") AND TECNIE
S.A.C. ("CONTRACTOR").

                      RATES OF COMPENSATION & CALCULATIONS


Contractor's compensation shall be divided into four (4) categories as set forth
          below:

1.1        BASE CHARGES

1.1.1      Contractor Personnel Costs
           --------------------------
     (All amounts shown in Section 1.1.1 below are in US Dollars)

<TABLE>
<CAPTION>

                    POSITION                           MONTHLY RATE        B&B     TOTAL MONTHLY RATE
                    ----------------                   -------------       ----    ------------------
                    <S>                                 <C>                <C>     <C>

  EXEMPT:
---------

  (i)              Country Manager (PT)                      $8,000

  (ii)             Operations Coordinator  (FT)              $2,500

  (iii)            Finance Manager (PT)                      $2,000

  (iv)             Head Accountant (FT)                      $2,500

  (v)              Senior Petroleum Engineer (FT)            $4,000

  (vi)             Junior Petroleum Engineer (FT)            $1,500

  (vii)            Field Superintendent (FT)                 $3,500

  (viii)           Field Coordinator (FT)                    $  800


  NON-EXEMPT:
----------------

(i)                Accounting Assistant (PT)                 $  500
</TABLE>

                                      B-1
<PAGE>

                                    ANNEX B
                             COMPENSATION SCHEDULE
______________________________________________________________________________



(ii)               Systems Technician (PT)                   $  500

(iii)              Receptionist (PT)                         $  300

(iv)               Secretary (Bilingual) (PT)                $  600

(v)                Four (4) Field or Lease Operators (FT)    $2,000  ($500 each)

(vi)               Two (2) Drivers in Contract Area (FT)     $1,200  ($600 each)


1.1.2   Miscellaneous Personnel Provisions
        ----------------------------------

     a)   The above "Total Monthly Rate" includes both Salary and proportionate
          B&B for each Contractor Personnel. The Monthly Rate salary shall
          include vacations under Contractor's employee policies and procedures.
          "Part Time" shall be defined as eighty (80) Scheduled Hours per
          calendar month. "Full Time" shall be defined as one hundred sixty
          (160) Scheduled Hours per calendar month.

     b)   Contractor shall receive compensation in respect of Contractor's
          Personnel only to the extent that such personnel are engaged in
          performance of the Services and not engaged in other activities not
          related to or a part of the Services. All Contractor Personnel shall
          record their respective time engaged in performance of the Services
          (i.e. Work Hours) on time sheets. Contractor shall receive
          compensation (as part of the Base Charges) only for the actual Work
          Hours each calendar month out of the total Part Time Scheduled Hours
          or Full Time Scheduled Hours in a calendar month, as applicable as to
          each of Contractor Personnel; provided, Contractor Personnel have
          recorded their respective Work Hours on time sheets. Accordingly,
          Contractor shall be entitled to a percentage of the Contractor
          Personnel Costs based on the pro rata part of the total number of Work
          Hours (Part Time or Full Time) versus the Scheduled Hours (Part Time
          or Full Time) during the applicable calendar month, depending on
          Exempt or Non-Exempt nature of Contractor Personnel.

     c)   Contractor Personnel designated as "Exempt" above are not entitled to
          overtime pay and the compensation payable by Operator for such
          Contractor Personnel as part of the Base Charges shall not exceed the
          Total Monthly Rate set forth in Section 1.1.1 above. Contractor
          Personnel designated above as "Non-Exempt" shall be entitled to
          overtime pay for Work Hours in excess of their applicable Scheduled
          Hours (i.e. Full Time or Part Time) in accordance with Applicable Law.
          If the overtime for any Non-Exempt Contractor Personnel exceeds twenty
          percent (20%) of the applicable Scheduled Hours for such Non-Exempt
          Contractor Personnel, Operator and Contractor shall discuss possible
          increased personnel needs or other methods to

                                      B-2
<PAGE>

                                    ANNEX B
                             COMPENSATION SCHEDULE
______________________________________________________________________________

          mitigate the overtime and overtime compensation. Contractor shall not
          have right to allow Non-Exempt Contractor Personnel to exceed twenty-
          five percent (25%) of their applicable Scheduled Hours without prior
          approval of the Operator. Contractor shall report overtime properly
          payable by Operator (in accordance with the above) as part of and in
          addition to the Base Charges.

     d)   "B&B" shall include the following benefits and burdens Contractor
          Personnel are entitled under Applicable Law:

             .  Supplementary Bonus (Bonif Comple)
             .  Cost of Living Compensation (Compen Cost Vida)
             .  13th, 14th, 15th & 16th Salaries (Sueldos)
             .  Medical and Insurance Benefit (Salud y Vida)
             .  IESS Employer Contribution (IESS Patronal)
             .  Vacations (Vacaciones)
             .  Reserve Funds (Fondos de Reserva)
             .  Sick Leave
             .  Severance Pay (Indemnizacion por Despido)

     e)   Pursuant to Section 2.1.2 of Annex A, only certain of the above
          Contractor Personnel will be on payroll on the Effective Date; others
          will be added as required.

1.1.3  Ecuador Operations Overhead Costs:
       ----------------------------------

       Covering Contractor's cost and expenses to provide the items described in
       Section 2.7.1 and 2.7.2 of Annex A.

       a)   Quito Operations (described in Section. 2.7.1 of Annex A): The
            compensation for the fixed overhead charges for items described in
            Section 2.7.1of Annex A and provided by Contractor shall be:

            (i)  For the period from the Effective Date until 31 December 2000
                 (subject to Article 2.2 and Article 2.3 of the Agreement) the
                 sum of USD$14,141.00 per month.

            (ii) For the period of time after 31 December 2000 (subject to
                 Article 2.2 and Article 2.3 of the Agreement) the amount
                 mutually agreed by the parties in the Annual Budget.

       b)   Field Operations (described in Section 2.7.2 of Annex A) The
            compensation for the fixed overhead charges for items described in
            Section 2.7.2 of Annex A shall be:

            (i)  For the period from the Effective Date until 31 December 2000
                 (subject to

                                      B-3
<PAGE>

                                    ANNEX B
                             COMPENSATION SCHEDULE
______________________________________________________________________________


     Article 2.2 and Article 2.3 of the Agreement) the sum of USD$12,076.00 per
     month.

(ii) For the period of time after 31 December 2000 (subject to Article 2.2 of
     the Agreement) the amount mutually agreed by the parties in the Annual
     Budget.

c)  Notwithstanding the above in Sections 1.1.3 a) and 1.1.3 b) above, the
    compensation for the Ecuador Operations Overhead shall only be due and
    payable by Operator as and when such costs and expenses are incurred by
    Contractor as and when the Services described in Sections 2.7.1 and 2.7.2 of
    Annex A are provided by Contractor; and a deduction from the above amounts
    or agreed amounts shall be made to the extent that Ecuador Operations
    Overhead is not provided by Contractor.

2.1  REIMBURSABLE COSTS:

       2.1.1 Reimbursable Costs are certain pass-through costs and expenses
             specifically designated in this Agreement paid by Contractor and to
             be reimbursed by Operator, including, without limitation:

             .  Third Party charges to perform the Services, excluding however,
                such costs and expenses covered by or included in the Base
                Charges;
             .  out-of-pocket costs paid by Contractor for permits, customs fees
                or other Government fees;
             .  Transfer Tax, but only if not deducted from or credit to
                Contractor's tax liability (and excluding income and all other
                taxes specifically applicable to Contractor or an Affiliate);
             .  Ad-Hoc Services performed by a Third Party pursuant to an Ad-Hoc
                Service Commitment between Contractor and such Third Party;
             .  External Services (as defined in and in accordance with the
                Annual Budget);
             .  Quito Office Expenses (as defined in and in accordance with the
                Annual Budget); and
             .  Field Expenses (as defined in and in accordance with the Annual
                Budget).

     2.1.2  Contractor shall obtain prior written approval of Operator for any
            External Services estimated to be in excess of $3,500.

3.1  Ad-Hoc Services:

     Compensation for Ad-Hoc Services will be made on the basis of and in
     accordance with the applicable Ad-Hoc Service Commitment governing the
     respective Ad-Hoc Services, in accordance with Section 2.9.3 of Annex A.

4.1  CONTRACTOR'S MARK-UP:
     Contractor's Mark-Up is comprised of: (i) Contractor's Base Mark-Up and
     (ii) Contractor's

                                      B-4
<PAGE>

                                    ANNEX B
                             COMPENSATION SCHEDULE
______________________________________________________________________________

     Additional Mark-Up, as set forth below.



    4.1.1  Contractor's Base Mark-Up Calculation:
           -------------------------------------

           Contractor's Base Mark-Up shall be calculated by reference to a
           sliding scale percentage of the sum of the Base Charges (described in
           Section 1.1 above) paid (or deemed paid under an MSA Credit) by the
           Operator to Contractor per Calendar Year under this Agreement as set
           forth below:

            BASE CHARGES PER CALENDAR YEAR                    MARK-UP PERCENTAGE
            ------------------------------                    ------------------
            (USD or USD/Sucre Equivalent)

            On the amounts from $0 to $350,000                         30%
            On the excess above $350,000 and up to $1,000,000          25%
            On the excess above $1,000,000 and up to $2,000,000        15%
            On the excess above $2,000,000                      To be Negotiated

   4.1.2  Contractor's Additional Mark-Up Calculation:
          --------------------------------------------
          Contractor's Additional Mark-Up shall be fifteen percent (15%) of the
          Reimbursable Costs payable by the Operator under this Agreement.

   4.1.3  Contractor's Mark-Up  - Additional Provisions
          ----------------------------------------------

          a)  Contractor's Base Mark-Up shall be payable in accordance with the
              percentages set forth in Section 4.1.1 on a monthly basis, in
              accordance with the percentage applicable to the cumulative total
              amount of the Base Charges paid by Operator to Contractor from the
              beginning of the Calendar Year to the end of the applicable month
              and in accordance with Article 4.2 and Article 4.3 of the
              Agreement.
          b)  Contractor's Additional Mark-Up shall be payable monthly based on
              the percentage applicable to Reimbursable Costs under Section
              4.1.2 for the Reimbursable Costs payable by Operator to Contractor
              each month in accordance with Article 4.2 and Article 4.3 of the
              Agreement.
          c)  Payments made by Operator to Contractor or an Affiliate of
              Contractor for rendering Ad-Hoc Services pursuant to an Ad-Hoc
              Service Commitment between Operator and Contractor or between
              Operator and an Affiliate of Contractor are deemed to include the
              Contractor's Additional Mark-Up for the entity rendering the Ad-
              Hoc Services and shall be as agreed in the applicable Ad-Hoc
              Service Commitment and shall not be a Reimbursable Cost subject to
              Contractor's Additional Mark-Up. Contractor shall be entitled to
              Contractor's Additional Mark-Up on Ad-Hoc Services (as a
              Reimbursable Cost) only when the Ad-Hoc Services are performed by
              a Third Party under a Ad-Hoc Service Commitment between such Third
              Party

                                      B-5
<PAGE>

                                    ANNEX B
                             COMPENSATION SCHEDULE
______________________________________________________________________________

              and Contractor and the amounts paid under such Ad-Hoc Service
              Commitment shall be added to the "Reimbursable Costs Per Calendar
              Year" (above) for purposes of determining Contractor's Additional
              Mark-Up.

          d)  I.V.A. tax will be added to invoices submitted to Operator by
              Contractor.


                                      B-6
<PAGE>

                                    ANNEX C






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

                        FIRST YEAR ANNUAL BUDGET

                    ================================
<PAGE>

                                   ANNEX 'C'
                           FIRST YEAR ANNUAL BUDGET

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

ATTACHED TO AND MADE A PART OF THE MASTER SERVICE AGREEMENT, EFFECTIVE AS OF
NOVEMBER 1, 1999 BETWEEN BELLWETHER INTERNATIONAL, INC. ("OPERATOR") AND TECNIE
S.A.C. ("CONTRACTOR").


                          [INSERT 1/st/ YEAR BUDGET]

                                      C-1
<PAGE>

                                    ANNEX D


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

                            INSURANCE REQUIREMENTS

                        ==============================
<PAGE>

                                    ANNEX `D'
                            INSURANCE REQUIREMENTS

--------------------------------------------------------------------------------


ATTACHED TO AND MADE A PART OF THE MASTER SERVICE AGREEMENT, EFFECTIVE AS OF
NOVEMBER 1, 1999 BETWEEN BELLWETHER INTERNATIONAL, INC. ("OPERATOR") AND TECNIE
S.A.C. ("CONTRACTOR").

The types and minimum insurance coverages that Contractor is required to
procure, carry and maintain are as follows:

1.   Worker's Compensation Insurance or similar insurance covering persons
     employed by or a member of Contractor Group, during any period while
     Services are being performed by a member of the Contractor Group as
     required by and in amounts sufficient to comply with Applicable Law. This
     insurance shall be extended to include an "Alternate Employer" endorsement
     designating the Operator on such endorsement.

2.   Employer's Liability Insurance with limits of not less than USD $1,000,000
     (or Sucre equivalent thereof) for each person and USD $1,000,000 (or Sucre
     equivalent thereof) for each occurrence for Bodily Injury by Accident and
     USD $1,000,000 (or Sucre equivalent thereof) policy limit for Bodily Injury
     by Disease. The insurance shall be extended to include an "Alternate
     Employer" endorsement designating the Operator on such endorsement.

3.   Commercial General Liability Insurance with a combined single limit for
     Bodily Injury and Property Damage of not less than USD $1,000,000 (or Sucre
     equivalent thereof) per occurrence, and such coverage shall be written on
     an "occurrence" form and shall include broad form comprehensive general
     liability coverage, broad form Contractual liability coverage
     (contemplating and insuring the indemnity obligations of Contractor under
     the Agreement), products and completed operations liability coverage,
     premises/operations liability coverage, and such other coverage as may be
     necessary to cover all the Services and all risk and liabilities assumed by
     Contractor under this Agreement.

4.   Business Automobile Liability Insurance covering all owned, non-owned,
     hired and leased vehicles used by Contractor Group in connection with the
     Services with a combined single limit of not less than USD $1,000,000 (or
     the foreign currency equivalent thereof) for Bodily Injury and Property
     Damage.

5.   Umbrella or Excess Liability Insurance with limits of not less than USD
     $5,000,000 (or Sucre equivalent thereof) per occurrence in excess of all
     coverage and limits in the policies listed in Articles 2, 3, and 4 above.

Provide, upon Operator's approval, Contractor shall have the right to reduce the
limits on the coverages shown above if Contractor can demonstrate such limits
are excessive in the Ecuador insurance market or are significantly more
expensive than lower limits and, further, that such lower limits adequately
protect the parties under the circumstances.

                                      D-1