INDEMNITY  AGREEMENT


THIS  AGREEMENT  MADE  EFFECTIVE  AS  OF  THE  15TH  DAY  OF  AUGUST,  1998.

BETWEEN:

                         CENTURION ENERGY INTERNATIONAL INC.,
                         a corporation incorporated pursuant to the
                         laws of the Province of Alberta
                         (hereinafter called the "Corporation")

                                     - and -

                         Barry Swan, an individual resident in the  City
                         of Calgary, in the Providence of Alberta
                         (hereinafter called the "Indemnified Party")


          WHEREAS  the Indemnified Party serves as an officer and/or director of
the  Corporation, and serves or may serve, at the request of the Corporation, as
a  director, officer, employee or agent of another body corporate (as defined in
the Business Corporations Act (Alberta) (the "Act") (and referred to herein as a
"Body  Corporate");  and

          WHEREAS  the Act  provides that a corporation may indemnify a director
or  officer  of the corporation, a former director or officer of the corporation
or  a  person  who  acts  or acted at the corporation's request as a director or
officer  of a Body Corporate of which the corporation is or was a shareholder or
creditor,  and  his  heirs and legal representatives, against all costs, charges
and  expenses,  including  an  amount  paid  to  settle  an  action or satisfy a
judgment,  incurred  by  him in respect of any civil, criminal or administrative
action  or  proceeding  to which he is made a party by reason of being or having
been  a  director  or  officer  of  that  corporation;

          NOW  THEREFORE  THIS  AGREEMENT WITNESSES that in consideration of the
premises  hereto,  the  parties hereto covenant and agree each with the other as
follows:

1.          Subject  to  the  provisions  of  the Act, the Corporation agrees to
indemnify  and  save  harmless  the  Indemnified  Party:


      (a)    from  and  against  any  and  all  claims  of every nature and kind
             whatsoever  which  may  be  made  against  him by any person, firm,
             corporation,  government,  or by any governmental department, body,
             commission,  board, bureau, agency or instrumentality including the
             Crown  in  any  of  Her capacities, arising out of or in any way in
             connection  with  having  been  a  director  and/or  officer of the
             Corporation  or  a  Body  Corporate;


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      (b)    from and against any and all liability (except where such liability
             relates  to  a failure of the Indemnified Party to act honestly and
             in  good  faith  with  a  view  to  the  best  interests  of  the
             Corporation), losses, damages, costs, charges, expenses, fines  and
             penalties,  including an amount paid to settle an action or satisfy
             a  judgment,  and  the  fees,  charges  and  disbursements of legal
             counsel  on  a  solicitor-client  basis,  which  he  may reasonably
             sustain,  incur or be liable for in consequence of him acting as an
             officer  and/or director of the Corporation or of a Body Corporate;
             and

      (c)    in  particular,  and  without in any way limiting the generality of
             the  foregoing,  from  and  against  all  liabilities and penalties
             at any time imposed upon him or any claims at any time made against
             him by virtue of the Act,  the  Workers' Compensation Act, Alberta,
             the Bankruptcy Act, Canada, the Income  Tax  Act,  Canada  and  the
             Alberta  Corporate Income Tax Act, or any re-enactment or amendment
             of  any  such  statues  and which in any way involve the affairs or
             business  of  the  Corporation  or  a  Body  Corporate.


2.          The  indemnities  in paragraph 1 shall continue and not terminate or
cease to be of effect for the reason that the Indemnified Party has resigned his
position  or  the position of the Indemnified Party as a director and/or officer
of  the  Corporation  or  of  a  Body  Corporate  is  terminated for any reason.

3.          If  any provisions or part of paragraph 1 of this Agreement shall be
held  invalid or contrary to law, the remainder of paragraph 1 of this Agreement
shall  nevertheless  be  and  be deemed to be valid and binding upon the parties
hereto.

4.          This Agreement shall be construed in accordance with and be governed
by  the  laws  of  the  Province  of  Alberta.

5.          This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and  assigns.

            IN  WITNESS  WHEREOF  the  parties  hereto  have set their hands and
seals.


                                      -2-
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SIGNED,  SEALED  AND  DELIVERED
in  the  presence  of:


/s/  Derrick  R.  Armstrong             /s/  Barry  Swan
--------------------------------------  ----------------------------------------
Witness                                 BARRY  SWAN


Derrick  R.  Armstrong
----------------------
Name  (Please  Print):

1600,  407  -  2nd  Street,  S.W.      CENTURION  ENERGY  INTERNATIONAL  INC.
---------------------------------

Calgary,  Alberta  T2P  2Y3            Per:  /s/  Said  Arrata
---------------------------                  -----------------------------------
Address                                      SAID  ARRATA                  (c/s)


                                      -3-
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