CONSULTING AGREEMENT
                              --------------------

     This  Agreement  is  made  as  of  the  1st  day  of  June,  2000,

BETWEEN:

               CENTURION ENERGY  INTERNATIONAL INC., a corporation  incorporated
               under the laws of the Province of Alberta and having an office at
               the  City  of  Calgary,   in  the   Province   of  Alberta   (the
               "Corporation")


                                                               OF THE FIRST PART
AND

               SANE HOLDINGS LTD.
               (the "Consultant")

                                                              OF THE SECOND PART

WHEREAS:

1.   The Corporation wishes to retain the Consultant to provide certain services
     and advice to the Corporation; and

2.   The  Consultant  is willing to render such services and advice on the terms
     and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained,  the  sufficiency  of  which  is  hereby  acknowledged by the parties
hereto,  the  parties  hereto  agree  as  follows:

                                    ARTICLE I
                                 INTERPRETATION

1.1  Definitions
     -----------

     As  used  herein,  including the preamble hereto, the following terms shall
have  the  meaning  set  forth  below:

(a)  "Affiliate"  when  used  to  indicate  a  relationship   with  any  person,
     corporation  or  entity  has the  meaning  ascribed  to it in the  Business
     Corporation Act (Alberta) as amended;

(b)  "Compensation" shall have the meaning in clause 3. 1;

(c)  "Disbursements"  means all reasonable  costs and expenses  related directly
     and solely to the operations of the  Corporation or its Affiliates and paid
     directly by the consultant on behalf of the Corporation or its Affiliates.


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(d)  "Change of Control"  means the  acquisition by any Person other than one or
     more of the Present Shareholders  (whether from the Corporation or from any
     other  Person)  of Common  Shares or other  securities  of the  Corporation
     having rights of purchase, conversion or exchange into Common Shares of the
     Corporation  which together with securities of the Corporation held by such
     Person,  exceeds twenty percent (20%) of the issued and outstanding  Common
     Shares of the Corporation at the time of such  acquisition  (assuming,  for
     either test, the purchase, conversion or exchange of such other securities,
     whether then  purchasable,  convertible  or  exchangeable  or not, into the
     highest number of Common Shares of the Corporation,  such Person or Persons
     would be entitled to.)

(e)  "Constructive  Dismissal"  includes,   without  in  any  way  limiting  the
     interpretation  under  common law,  any  material  adverse  change,  by the
     Corporation  and without the  agreement  of the  Consultant,  in any of the
     duties, powers, rights,  discretions,  salary, bonuses and benefits, title,
     lines of reporting or the requirement that the Consultant be based anywhere
     other  than  Calgary,  Alberta  on a normal and  regular  basis,  such that
     immediately  after such change or series of changes,  the  responsibilities
     and  status  of  the  Consultant,  taken  as a  whole,  are  not  at  least
     substantially  equivalent to those assigned to the  Consultant  immediately
     prior to such change.

(f)  "Just Cause" includes, without in any way limiting its interpretation under
     common  law,  any conduct by the  Consultant  which is  detrimental  to the
     Corporation or willful  failure of the Consultant to properly carry out his
     duties  including,  without  limitation,  severe or  willful  disobedience,
     dishonesty,  fraud, incompetence,  breach of good faith, alcoholism or drug
     addiction or any other reason which would be  considered to amount to "just
     cause" by a court of competent jurisdiction.

(g)  "Severance Amount" means:

     18 times the Monthly Base Fee of the Consultant  payable by the Corporation
     as at the end of the  month  immediately  preceding  the month in which the
     termination of employment hereunder takes effect.

1.2  Headings
     --------

     The section headings hereof have been inserted for convenience of reference
     only and shall not be  construed  to affect the  meaning,  construction  or
     effect of this Agreement.

1.3  Interpretation
     --------------

     For the purposes of this  Agreement,  a party shall be deemed to have given
     its consent to any action taken on its behalf:

     (a)  if such action is within those described in Clause 2.1 hereof, or

     (b)  on the thirtieth day after receipt or deemed receipt of notice of such
          action.

                                   ARTICLE II
                                 THE CONSULTANT

2.1  Consulting  Services  and  Duties
     ---------------------------------

The  Corporation agrees to retain the services of the Consultant, to be provided
in  the manner and form that the Consultant deems appropriate and the Consultant
agrees  to  provide  the  services  required  to  the  best  of the Consultant's
abilities.  Such  services  shall  include:


                                        2
<PAGE>
(a)  advice to the Corporation and its Affiliates  within the Consultant's  area
     of  expertise  which  shall  include  management  of  the  Corporation  and
     overseeing day to day operations of the Corporation;

(b)  preparation of reports,  projections,  business  plans,  and other specific
     projects  relating  to  matters  requested  by the  Corporation's  Board of
     Directors from time to time; and

(c)  such other  services  as the  Consultant  shall  agree from time to time to
     undertake for and on behalf of the Corporation.

Notwithstanding the Consultant's right to carry on a general consulting business
in  Alberta  as  described  in Clause 5. 1, it is understood that the Consultant
will  be  available  to provide necessary services to the Corporation during all
normal  working days at the Corporation's request except for six weeks each year
which  will  be  considered  available  to the Consultant for vacation purposes.

2.2  Standard  of  Care
     ------------------

In  exercising  the  Consultant's powers and discharging the Consultant's duties
under  this  Agreement,  the  Consultant  shall  exercise  that  degree of care,
diligence  and  skill  that  a  reasonably  prudent advisor and consultant would
exercise  in  comparable circumstances. It is acknowledged and understood by the
parties  that  the  Consultant  may delegate specific aspects of its obligations
hereunder  to  others  provided  that  such  delegation  shall  not  relieve the
Consultant  of  any  of  the  obligations  under  this  Agreement.

                                   ARTICLE III
                         CONSULTANT'S FEES AND EXPENSES

3.1  Consultant's  Fee
     -----------------

For  services  rendered  by  the  Consultant to the Corporation, the Corporation
shall  pay  the Consultant a fee of $20,833.33 per month during the term of this
Agreement  on  the  first  day  of  each  month  commencing  June  1,  2000.

3.2  Expenses  and  Disbursements
     ----------------------------

The  consultant  will  be  reimbursed  by  the Corporation for all- expenses and
disbursements  incurred  in  accordance  with  the  terms  hereof forthwith upon
presenting  invoices in respect of such disbursements. For all such expenses and
disbursements,  the Consultant shall provide to the Corporation such receipts as
may  be  reasonably  required by the Corporation as evidence of the expenses and
disbursements.

3.3  Office  Space  and  Services
     ----------------------------

The Corporation shall provide office space and services that the Consultant will
require  to  carry  out  the  Consultant's  services  for  the  Corporation.

3.4  Parking
     -------

The  Corporation  will provide parking stalls at a location of the Corporation's
choosing  for use by the Consultant. The Consultant shall have access and use of
the  parking  spots  provided  by  the  Corporation  during  the  terms  of this
Agreement.  If  no  parking  stalls  are  provided  by  the Corporation then the
Corporation  may  reimburse  the  Consultant  for all parking expenses incurred.


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<PAGE>
3.5  Vehicle  Expense  Allowance
     ---------------------------

As  a  condition  of  the  Consultant  being  retained  by  the Corporation, the
Consultant  agrees  to  use  Consultant's  own private vehicle for any necessary
travel  in  connection  with  performing  Consultant's  duties  herein.

                                   ARTICLE IV
                                      TERM

4.1  Term  of  Agreement
     -------------------

This  Agreement  shall  continue  in full force and effect until the earlier of:

(a)  the  termination  hereof  by mutual  agreement  of the  Consultant  and the
     Corporation; and

(b)  the cessation of employment or  termination of employment of the Consultant
     with the Corporation.

The  obligation  of  the  Corporation  arising hereunder as a consequence of the
termination  of the Consultant by the Corporation pursuant to Section 4.2 hereof
shall  survive  such  termination.

4.2  Cessation  of  Employment
     -------------------------

(a)  Cessation of Employment with the Corporation for Just Cause,  the voluntary
     termination  of  employment  by  the  Consultant,   death,   disability  or
     retirement.

     Upon cessation of the  Consultant's  employment with the Corporation at any
     time for:

     (i)    Just Cause;
     (ii)   the voluntary termination of employment by the Consultant;
     (iii)  death;
     (iv)   disability; or
     (v)    retirement;

     the  Consultant  shall not be entitled to any  Severance  Amount other than
     payment,  if not  theretofore  paid,  of the  fraction of the  Consultant's
     Annual Base Fee earned by or payable to the  Consultant by the  Corporation
     during the then current  calendar  year of the  Corporation  for the period
     from the  beginning of such  calendar  year to and  including the Effective
     Date of such  cessation  together  with any monies  owing  from  earned and
     unused vacation days together with any amount to which the

     Consultant is entitled  under the  Employment  Standards Code of Alberta as
     amended or in force  from time to time.  As of the  Effective  Date of such
     cessation,  the Corporation  shall not have any further  obligations to the
     Consultant  under  this  Agreement,  the  employment  relationship  or  the
     cessation of the employment relationship,  with the exception of any vested
     pension entitlement, disability insurance coverage, share options and other
     benefit and life and other insurance plans from or of the Corporation which
     shall be governed by the agreements and documents relating to same.

(b)  Termination of Employment.

     If the Consultant's  employment is terminated by the Corporation other than
     for Just Cause, the voluntary  termination of employment by the Consultant,
     death,  disability  of  retirement,  the  Consultant  shall be  entitled to
     receive and the Corporation shall pay to the Consultant,  or his designate,
     immediately  following  termination,  a cash amount equal to the  Severance
     Amount  (less  required  statutory  deductions)  and shall  deliver  to the
     Consultant all vested Stock Options.


                                        4
<PAGE>
(c)  Cessation  of  Employment  following  a Change of Control  or  Constructive
     Dismissal.

     If the Consultant's employment is terminated:

     (i)  by the  Consultant  in response to a Change of Control and  subsequent
          election pursuant to Section 4.2(d) hereof, or

     (ii) by the Consultant in response to Constructive  Dismissal within ninety
          (90) days after the Constructive Dismissal has taken effect:

          (1)  the Consultant  shall be entitled to receive and the  Corporation
               shall pay to the Consultant,  immediately  following cessation of
               employment,  a cash amount  equal to the  Severance  Amount (less
               required statutory deductions); and

          (2)  any and all  unvested  share  options to purchase  Common  Shares
               which have been granted to the Consultant by the  Corporation for
               Common  Shares  and  unvested  pension  entitlements  shall  vest
               subject  to  regulatory  and  other  required  approvals  and the
               Consultant  shall have 120 days from the  Effective  Date of such
               termination  to exercise  such share  options to purchase  Common
               Shares.

(d)  Election to Cease Employment following a Change of Control.

In the event of a Change of Control, the Consultant shall be entitled, after not
fewer  than  30 days following a Change of Control, but before the expiry of 120
days after a Change of Control, to elect by written notice to the Corporation to
cease  employment  with  the  Corporation and be paid and accept the amounts set
forth  in  paragraph 4.2(c) provided however that the right to elect pursuant to
this  section  4.2(d)  shall lapse and shall be of no force and effect after the
expiry  of  120  days  after  a  Change  of  Control.

                                    ARTICLE V
                          ACTIVITIES OF THE CONSULTANT

5.1  Conflicts
     ---------

The  parties  hereby  acknowledge  that  the  Consultant  is engaged in and will
continue  to be engaged in general consulting business in Alberta and elsewhere.
Accordingly,  the  Consultant  will spend his time in fulfilling the obligations
under  this  Agreement  and  other  obligations  in which the Corporation or its
Affiliates  will  not  have,  or be entitled to, an interest. The parties hereto
consent  to  such  activities  and  agree  that nothing herein shall prevent the
Consultant  from  having  other business interests or from engaging in any other
business  activities or from rendering services or acting as a consultant to any
other  person  even  though  such  person may have business interests similar to
those  of  the Corporation or its Affiliates. In the event that the interests of
the  Consultant  are  not  in  conflict  with  those  of  the Corporation or its
Affiliates,  the  Consultant  is obliged to make decisions acting in good faith.

5.2  No  Liability  for  Advice
     --------------------------

The  Consultant  shall  not be liable, answerable or accountable for any loss or
damage  resulting from the advice given by the Consultant or the exercise by the
Consultant of a discretion or his refusal to exercise a discretion provided that
the  Consultant  has acted in a faithful, diligent and honest manner and has not
acted  with willful misfeasance, bad faith, gross negligence or recklessness and
is  not  in  breach  of  any  of  the  Consultant's  obligations  hereunder.


                                        5
<PAGE>
                                   ARTICLE VI
                          INDEMNIFICATION OF CONSULTANT

6.1  Indemnification
     ---------------

The Consultant shall be and is hereby indemnified by the Corporation against all
liabilities  and  expenses (including judgements, fines, penalties, amounts paid
in  settlement  and  counsel fees) arising from or related in any manner to this
Agreement,  proved  that  the  Consultant  is  not  finally adjudged in any such
action,  suit  or  proceeding to be liable for or guilty of willful misfeasance,
bad  faith, gross negligence or reckless disregard of duty to the Corporation or
provided  that  the  Consultant  is  not finally adjudged to be in breach of any
material  covenant  and  duty  set  forth  herein.

For  the  purpose  of  the  foregoing:

(a)  "action,   suit  or  proceeding"  shall  include  every  action,   suit  or
     proceeding, civil, criminal or otherwise; and

(b)  the  right  of  indemnification   conferred  hereby  shall  extend  to  any
     threatened action, suit or proceeding and the failure to institute it shall
     be deemed its final determination.

The  foregoing right of indemnification shall be in addition to any other rights
to  which  the  Consultant  may  be  entitled as a matter of law or which may be
lawfully  granted  to  him.

6.2  Reliance
     --------

The  Consultant  shall  be  entitled  to relay on statements, advise or opinions
(including  financial  statement  and auditor's reports) of other agents (any of
which  may be persons with which the Consultant or an agent is Affiliated) whose
professions  give  authority  to  a  statement  made  by  them on the subject in
question  and  who  are  considered  by  the  Consultant  to  be  competent. The
Consultant  may  rely,  and shall be protected in acting upon, any instrument or
other  documents  believed  by  him  to  be  genuine  and  in  force.

                                   ARTICLE VII
                                  MISCELLANEOUS

7.1  No  Partnership  or  Joint  Venture  or  Agency
     -----------------------------------------------

The  parties  to this Agreement are not, and shall not be deemed to be, partners
or  joint venturers with one another and nothing herein shall be construed so as
to  impose  any  liability  as  such  on  any  of  them.

7.2  Amendments
     ----------

This agreement may not be amended or varied in its terms except by instrument in
writing executed by the duly authorized representatives of the parties hereto or
their  respective  successors  or  assigns.


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<PAGE>
7.3  Assignments
     -----------

This  Agreement  is  personal  and  may  not  be  assigned.

7.4  Severability
     ------------

If any provision of this Agreement shall be held invalid or unenforceable in any
jurisdiction,  such  invalidity  or  unenforceability  shall attach only to such
provisions  in  such  jurisdiction  and shall not in any manner affect or render
invalid  or  unenforceable such provision in any other jurisdiction or any other
provision  of  this  Agreement  in  any  jurisdiction.

7.5  Notices
     -------

All  notices  required  or  permitted  herein  under  this Agreement shall be in
writing  and  may  be  given  by  delivering  same  or  mailing same by pre-paid
registered  mail  to  the  address  set  forth  below.  Any such notice or other
communication  shall,  if  delivered,  be  deemed to have been given or made and
received  on  the  date  delivered, and, if mailed, shall be deemed to have been
given  or  made  and  received  on  the third (3rd) business day at the point of
delivery  following  the  day  on which it was so mailed. The parties hereto may
from  time  to  time  given  written  notice  of change of address in the manner
aforesaid.

          THE  CORPORATION:

          Centurion  Energy  International  Inc.
          Suite  800,  205  -  5th  Avenue  SW
          Calgary,  Alberta
          T2P  2V7

          CONSULTANT:

          Sane  Holdings  Ltd.
          951  Lake  Placid  Drive  SE
          Calgary,  Alberta
          T2J  4Z9

7.6  Governing  Law
     --------------

The  provisions  of  this  Agreement  shall  be  governed  by  and  construed in
accordance  with  the  laws  of  the  Province  of  Alberta.


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<PAGE>
IN  WITNESS  WHEREOF the parties herewith have properly executed this Agreement.


CENTURION  ENERGY  INTERNATIONAL  INC.

Per:      COMPENSATION  COMMITTEE
          OF  THE  BOARD  OF  DIRECTORS

          /s/  Michael  C.  Miller
          ------------------------
          Michael  C.  Miller,  Director


          /s/  Leroy  Wolbaum
          -------------------
          Leroy  Wolbaum,  Director


          /s/  Philip  Beck
          -----------------
          Philip  Beck,  Director



SANE  HOLDINGS  LTD.


Per:      /s/  Said  S.  Arrata
          ---------------------
          Said  S.  Arrata


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