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 -

                         MICHAEL MILLER,,  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/  Michael  Miller
---------------------------------          -----------------------------------
Witness                                    MICHAEL  MILLER

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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