<PAGE> 102

Exhibit 99.3
                         FARMOUT AGREEMENT

Dated  20th January 2000

BETWEEN:       INDO-PACIFIC ENERGY (NZ) LTD, of 284 Karori Rd,
               Karori, Wellington, New Zealand ("Indo") (an
                Assignor')

AND:           MOONDANCE ENERGY LIMITED, of 100 Stirling St, Perth,
               WA, Australia ("Moondance") (an  Assignor')

AND:           MOSAIC OIL NL, of 3rd  floor, 6-8 Underwood St,
               Sydney, NSW 2000, Australia ("Mosaic") (an 'Assignor')

AND:           CONTINENTAL OIL NL, of 3rd  floor, 6.8 Underwood St,
               Sydney, NSW 2000, Australia ("Continental") (a
               'Continuing Party')

AND:           BORAL ENERGY RESOURCES (NZ) LIMITED, of 38-44 Bruce
               McLaren Rd, Henderson, Auckland, New Zealand ("Boral")
               (the  'Farmee')

 INTRODUCTI0N.

A.   The Assignors and Continuing Party are the registered holders of
     Petroleum Exploration Permit PEP 38330. East Coast, North
     Island, New Zealand.

B.   The Assignors and Continuing Party have agreed to farmout in
     total a 175% interest in the Permit to the Farmee on the
     conditions set out in this Agreement.

IT IS AGREED:

1.   DEFINITIONS AND INTERPRETATION

1.1  Unless otherwise defined in this Agreement or the contrary
     intention appears, a term used in this Agreement which is
     defined in the JOA, has the meaning ascribed to it in the JOA.

1.2  In this Agreement (including the Recitals), unless the context
     otherwise requires:

     "Act" means the Crown Minerals Act 1991, (New Zealand);

     "Assigned Interest" means a 175% Participating interest,

     "Aggressors" means Indo, Mosaic, and Moondance;
     "Condition" means the condition precedent set out in clause
     2.1.1;



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     "Continuing Party" means Continental.

     "Deed of Assignment" moans a deed of Assignment and Assumption
     relating to this farmout transaction, substantially in the form
     attached as Schedule 3;

     "Dollar" or "$" means New Zealand dollars;

     "Effective Date" means I January 2000;

     "JOA" means the joint operating agreement dated 8th December
     1998 between the Assignors and the Continuing Patty;

     "Joint Venture" means the Assignors and Continuing Party
     (together with the Farmee after the date of this Agreement)
     undertaking the Joint Operations;

     "Operator" means (he Operator appointed under the JOA;

     "Parties" means the named parties to this Agreement and their
     permitted successors and assigns and "Party" has a corresponding
     meaning;

     "Permit" means Petroleum Exploration Permit PEP 38330 issued
     pursuant to the Act and includes any extension, renewal, re-
     issuance or other such licence issued to any Party pursuant to
     the Act in replacement of it;

     "Permit Area" means the area the subject of the Permit at any
     time;

     "Processing Costs" means the costs of processing the Survey
     which are incurred by the Joint Venture in accordance with the
     JOA;

     "Respective Interest", in respect of each Assignor, means the
     Participating Interest to be assigned by that Assignor to the
     Farmee, as set out in Schedule 1;

     "Terminating Assignor" has the meaning given to that expression
     in clause 2.2,

     "Seismic Costs" means, the costs of the Survey incurred by the
     Joint Venture in accordance with the JOA;

     "Survey" means a seismic programme comprising about 44 km of
     vibroseis acquisition in the vicinity of Kanakanaia and Arataha,
     and about 2 km of dynamite acquisition in the vicinity of
     Kanakanaia, the final line location of which is subject to
     agreement between the Parties;




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     "working day" means a day other than a Saturday, a Sunday or a
     public holiday in the place in which the act, matter or thing is
     to be done or is deemed to be done or received.

1.3  The headings to this Agreement are for reference only and are
     not to be used construing the Agreement.

1.4  Unless the context otherwise requires, words importing the
     singular include the plural and vice versa and words importing a
     gender include any other gender.

1.5  References to a clause, Schedule or Attachment is to a clause,
     schedule or attachment to this Agreement.

1.6  In this Agreement, other grammatical forms of a word or phrase
     defined in this Agreement have a corresponding meaning,

2.   CONDITION PRECEDENT

2.1  Consent to Agreement

2.1.1 This Agreement is conditional upon receiving consent to this
     Agreement and the Deed of Assignment in accordance with the Act.

2.1.2 The Operator must, as soon as practicable after the execution
     of this Agreement by all Parties, submit this Agreement for the
     consent referred to in clause 2.1.1. Each Patty must use its
     best endeavours to execute 91 documents and do and procure to be
     done all acts and things as are reasonably within its powers to
     ensure that the Condition is satisfied as soon as is reasonably
     practicable after the execution of this Agreement. Immediately
     upon a Party becoming aware that the Condition is satisfied, it
     must notify the other Parties of such satisfaction.

2.13 Nothing in clause 2.1.1 affects the rights and obligations of
     the Parties or provisions of this Agreement which do not create,
     assign affect or deal with any legal or equitable interest in or
     affecting the Permit.

2.2  Consequences of Non Satisfaction

     If the Condition has not been satisfied within 18 months after
     the, date of this Agreement or such later date as the Parties
     may agree in writing then:

     (a)  any Party may by 14 days' prior notice in writing to the
          other Parties terminate this Agreement to the extent that
          it relates to an Assignor's Respective Interest, in which
          event the Farmee must do and procure to be done all acts
          and things and execute and deliver and procure the
          execution and delivery of all documents as may be



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          reasonably necessary to effect the re-transfer of the
          Respective Interest to the Assignor which has elected to
          terminate or, if the Farmee has elected to terminate, to
          each Assignor ("Terminating Assignor"). The Terminating
          Assignor must within 120 days after the date of termination
          reimburse to the Farmee that proportion of the amounts
          referred to in clause 3 that relate to the Terminating
          Assignor's Respective Interest already paid by the Farmee;
          and

     (b)  except as otherwise expressly provided in this Agreement,
          no Party in respect of which the Agreement has been
          terminated will have any further rights or obligations
          under this Agreement, and will not be liable to any other
          Party in respect of any damages, costs or expenses except
          such as may arise or have arisen as a result of *a breach
          of this Agreement prior to termination under this clause.

2.3  Effective Date

     Upon satisfaction of the Condition, this Agreement is deemed to
     have effect from the Effective Date,

3.   EARNING OBLIGATION

3.1  Survey Costs

3.1.1 In consideration for the benefits in clause 4,  shall pay 100%
     of the Seismic Costs pursuant to cash calls made by the Operator
     under the JOA, capped at $385,000, and 100% of all Processing
     Costs. If the Seismic Costs exceed $385,000 each Party will pay
     its Participating Interest share of all subsequent Seismic
     Costs, in the Percentages set out in Schedule 2.

3.1.2 The Farmee's contributions under this clause 3.1 are owed
     severally to each Assignor in the proportion that that
     Assignor's Respective Interest bears to the Assigned Interest.

3.2  Other Costs

     From the Effective Date, the Farmee will contribute its
     Participating Interest share of all costs and expenses of the
     Joint Venture and the Joint Operations (other than for the
     Survey) under the JOA.

3.3  Payment

     The Farmee shall pay all money requited under this clause 3 in
     accordance, with the cash calls made by the Operator and
     otherwise in accordance with the JOA to the Joint Account,
     except that Processing Costs may be recurred directly by the



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     Farmee. In that case, that obligation under this clause will be
     satisfied by the production of the results of processing the
     Survey to the Assignors and Continuing Party, in sufficient
     detail to at least meet petroleum industry standard practice and
     Clauses 10.2 and 10.7a) of the JOA as if the Farmee was the
     Operator for the purposes of the processing the Survey, and
     including any Other information specifically requested by any
     Assignor or Continuing Patty.

4.   FARMEE RIGHTS

4.1  Assigned Interest

     In consideration of, the Farmee agreeing to perform the
     obligations under clause 3, the Parties will sign the Deed of
     Assignment to witness the formal assignment of the Assigned
     Interest to the Farmee contemporaneously with the signing of
     this Agreement. The Operator will seek all relevant consents to
     such executed Deed, as required by the Act. Clauses 2.1 and 2.2
     (with such changes as are necessary) apply to this seeking of
     consent.

4.2  Operatorship

     If the Parties discover gas within the Permit Area at any time
     after the Effective Date and the Farmee requests the
     appointment, the Assignors and Continuing Party will use their
     best endeavours to appoint the Farmee as Operator for all Joint
     Operations pertaining to the production of natural gas (and
     associated liquids) in the Permit or any Petroleum Mining
     Permits associated with such gas discovery, including field
     development and production, plant and process engineering, and
     product distribution and marketing;

4.3  Participation in Joint Venture

     From the date of execution of this Agreement, the Farmee has the
     right to be represented on the Operating Committee and to vote
     in accordance with its Participating Interest as set out in
     Schedule 2, subject to continued compliance with its obligations
     under this Agreement.

5.   DEFAULT

5.1  Default by Farmee

5.1.1 If the Farmee defaults in the payment of any money required to
     be paid by it under clause 3 or in any other obligation under
     this Agreement and that default is not remedied within 21 days
     after it receives a notice from the Operator to remedy the
     default then, in addition to all other rights of the Assignors




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     under this Agreement, the JOA and at law, each Assignor has the
     tight to terminate this Agreement to the "tent it relates to its
     Respective Interest of the defaulting Farmee, by giving notice
     to the Farmee and to require the Farmee to reassign to that
     Assignor (at the Farmee's sole cost and expense) the Respective
     Interest of that Assignor that had been transferred to the
     Farmee.

5.1.2 At that time, each Party must execute and deliver all documents
     and use its best endeavours to do and procure to be done all
     acts, matters and things as may be necessary or desirable to
     carry out and give full force and effect to the reassignments
     referred to in this clause 5.1.

5.13 Termination of this Agreement by an Assignor tinder this clause
     5.1 does not affect this Agreement to the extent it relates to
     those Assignors which have elected not to terminate and the
     obligations of the Former continue severally to each of those
     Assignors.

5.2  Power of Attorney

     The Farmee irrevocably grants to each Assignor a power of
     attorney, exercisable at any time after termination of Ibis
     Agreement under clause 5.1 or a failure to fulfil the Condition
     within 18 months after the date of this Agreement. Upon the
     default of the Farmee to execute and deliver all documents
     required to reassign the relevant Respective Interest, each
     Assignor as attorney shall have power in the Farmee's name and
     on its behalf to carry out, execute, sign, seal and deliver all
     deeds, instruments, acts and things that in the opinion of that
     Assignor is necessary to carry out, execute, sign, seal, deliver
     or do in order to retransfer the Respective Interest to that
     Assignor. Any reasonable act or thing done by the attorney on
     behalf of the Farmee binds the Farmee absolutely. The Farmee
     must, at all times, indemnify and hold harmless the attorney and
     its directors, officers, employees and representatives from and
     against any and all claims, damage,% and liabilities arising out
     of any act or thing reasonably done., and any obligation or
     responsibility reasonably assumed by the attorney on behalf of
     the Farmee.

6.   REPRESENTATION, WARRANTIES, AND COVENANTS

6.1  Assignors' Warranties

6.1.1 Each Assignor severally represents and warrants in respect of
     its Respective Interest that as at both the Effective Date and
     at the, date of this Agreement:





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     (a)  no act, event or omission has occurred which (or which with
          the passage of time) would render it liable to be struck
          off the register of the place in which it is incorporated;

     (b)  it has full power and authority to enter this Agreement and
          to perform and observe the terms and conditions of this
          Agreement;

     (c)  it is not in liquidation nor has it passed any resolution
          for its winding up, no receiver or receiver and manager has
          been appointed over all or any part of its property or
          undertaking, no petition has been presented for its winding
          up and no writ of execution has been issued against it or
          any of its property and, to the best of its knowledge,
          information and belief no such action is threatened or
          contemplated and no act, event or omission has occurred
          which (or which wit)) the passage of time) might result in
          any such event or action; and

     (d)  it is the legal and beneficial owner of its Respective
          Interest;

     (e)  to the best of its knowledge, information and belief, after
          having made due enquiry, it has clear and marketable title
          to its Respective Interest and that interest is free and
          clear of any and all encumbrances, overrides or carries or
          rights or interests of third parties of any nature, other
          than:

          (i)  rights or interests created by the Act or the Permit;
          or

          (ii) rights or interests created by or under the JOA;

     (f)  to the best of its knowledge, information and belief, after
          having made due enquiry, the Permit is in good standing and
          full force and effect and not subject to forfeiture or any
          other related process of any kind which may affect the
          title or good standing of the Permit for any reason;

     (g)  it is not engaged in any litigation or arbitration
          proceedings or other dispute in respect of the Permit, nor
          is it aware, to the best of Its knowledge, information and
          belief, after having made due enquiry, of any pending or
          threatened litigation or arbitration proceedings or other
          dispute in respect of the Permit;

     (h)  to the best of its knowledge, information and belief, after
          having made due enquiry, it is not aware of any outstanding
          breach of any lawful obligation that will materially
          adversely affect the Permit.



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6.1.2 Any claim by the Farmee for a breach of a warranty referred to
     in clause 6.1 .1 will be taken to be waived or withdrawn and
     will be barred and unenforceable on the second anniversary of
     the date of this Agreement unless proceedings in respect of the
     claim have been commenced against the relevant Assignor.

6.2  Farmee's Warranties

     The Farmee represents and wan-ants that, as at both the
     Effective Date and the date of this Agreement:

     (a)  no act, event or omission has occurred which (or which with
          the passage of  time) would render it liable to be struck
          off the register of the place in which it  is incorporated;

     (b)  it has full power and authority to enter this Agreement and
          to perform and  observe the terms and conditions of this
          Agreement;

     (c)  it is not in liquidation nor has passed any resolution for
          its winding up, no  receiver or receiver and manager has
          been appointed over all or any part of its  properties or
          undertakings, no petition has been presented for its
          winding up  and no writ of execution has been issued
          against it or any of its property and,  to the best of its
          knowledge, information and belief, no such action, is
          threatened or contemplated and no act, event or omission
          has occurred which  (or which with the passage of time)
          might result in any such event or action.

6.3  No Merger

     The warranties given in clauses 6.1 and 62 will not merge on the
     satisfaction of the Condition.

7. RECORDS AND DATA

     The Assignors and Continuing Party must deliver to the Farmee a
     copy of all records, data and information of a technical nature
     relating to the Assigned Interest,-, reasonably requested by the
     Farmee as soon as practicable after the request is made. If this
     Agreement is terminated for any reason, the Farmee must
     immediately return all records, data and information provided to
     it, and all copies made by it or its employees, contractors,
     consultants or other agents, to the Operator.

8.   CONFIDENTIALITY

     Clause 18 of the JOA shall apply to this Agreement and all of
     its provisions and other information provided pursuant to this
     Agreement by the Assignors and Continuing Party to the Farmee.



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     A Party may not assign its rights or novate its obligations
     under this Agreement unless it first complies with the
     provisions of the JOA regarding assignments.

10.  RISK

     Each Assignor retains all risk and liability connected with
     ownership of and operations undertaken in connection with the
     Respective Interest of that Assignor on or prior to the
     Effective Date and each Assignor must indemnify, defend and hold
     the Farmee harmless from all costs, liabilities, penalties,
     claims, causes of action, demands, lawsuits and expenses
     (including without limitations, court costs and legal fees)
     associated with ownership of its Respective Interest or arising
     out of any operation, accident, act, event or circumstance
     occurring in connection with their Respective Interests, on or
     prior to the Effective Date. After the Effective Date, the
     Farmee, subject to the JOA, assumes all risk and liability
     connected with ownership of and operations undertaken in
     connection with the Assigned Interest.

11.  COSTS

11.1 Subject to clause 11.2, any consent or other fee payable in
     respect of this Agreement or any reassignment of the Assigned
     Interest will be borne and paid by the Pan-nee and the Guarantee
     indemnities the Assignors against liability to pay any such
     feel.

11.2 In the cast of a reassignment of the Assigned Interest as a
     consequence of the failure to satisfy the Condition, any costs
     for any reassignment will be shared equally between the
     Terminating Assignor(s) and the Farmee.

11.3 Each Party will bear its own costs, including legal costs,
     associated with the negotiation, preparation and execution of
     this Agreement.

12.  FURTHER ASSURANCE

     Each Party must execute and deliver all documents and use it's
     best endeavours to do and procure to be done all acts, matters
     and things necessary or desirable to carry out and give full
     force and effect to the terms and satisfy the conditions, of
     this Agreement and the terms of the Act.

13.  NOTICES

13.1 Method and Addresses

     All notices or other communications permitted or required to be
     given must be in writing and are deemed to have been received:


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     (a)  in the case of posting, on the tenth working day after it
          is posted;

     (b)  in the case of delivery by hand, at the time of such
          delivery on a working day;

     (c)  in the case of a facsimile transmission, at the time and
          date of despatch shown in a report issued by the sender's
          facsimile machine which confirms transmission to the
          recipient of the number of pages in the notice. If the time
          of despatch is not on a working day or is after 4.00 pan on
          a working day, then it will be deemed received at the
          commencement of business on the next working day;

     and is to be delivered or sent to the following address or
     facsimile transmission number set out below;

     If to Indo:         284 Karori Rd
                         Karori,  Wellington
                         New Zealand
                         Attention:     Manager, Corporate Affairs
                         Facsimile:     644 476 0120

     If to Mosaic:       3rd  floor,
                         6-8 Underwood St,
                         Sydney NSW 2000
                         Australia
                         Attention:     Mr John Carmody
                         Facsimile:     612 9241 1655

     If to Moondance:    100 Stirling St,
                         Perth, WA,
                         Australia
                         Attention:     Mr Andy Svalbe
                         Facsimile:     618 9227 9079

     If to Boral:        Boral Energy Resources Limited
                         Second floor South Tower
                         339 Coronation Drive
                         Milton QLD 4064
                         Attention:     Mr David Lowry
                         Facsimile:     (07)3367 1026

13.2 Substitute Address

     A Party may at any time and from time to time designate a
     substitute address for the purpose of clause 13.1 by giving
     notice to the other Parties.






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14. WAIVER AND VARIATION

14.1 Waiver

     No waiver of any provision of this Agreement not consent to any
     departure from it by any of the Parties will be effective unless
     it is in writing signed by a duly authorised representative of
     the, relevant Party. Such waiver or consent will be effective
     only for the specific instance and for the specific purpose for
     which it has been given.

14.2 Default of Delay Not Waiver

     No default or delay on the part of any Party in exercising any
     rights, powers or privileges under this Agreement will operate
     as a waiver thereof nor will a single or partial exercise
     thereof preclude any other or further  exercise thereof or the
     exercise of any other right, power or privilege.

14.3 Variation

     No variation of this Agreement will be effective as between the
     Parties unless made in writing and signed by a duly authorized
     representative of each of the Parties.

15.  BINDING EFFECT

     This Agreement is to be binding upon and shall enure to the
     benefit of the Parties and their lawful permitted assigns.

16.  SEVERANCE

     If a provision of this Agreement is held to be illegal, void or
     unenforceable by any Court or administrative body having
     jurisdiction, such determination will not affect the remaining
     parts of this Agreement which shall remain in full force and
     effect as if such illegal or unenforceable provision bad not
     been included.

17.  RIGHTS OF PARTIES

17.1 All remedies, rights, undertakings, obligations or agreements of
     the Parties arising by law, this Agreement or otherwise are
     cumulative and are not in limitation of any other right, remedy,
     undertaking, obligation or agreement of such Party. Each Party
     may follow any remedy to which such Party is entitled by law,
     this Agreement or otherwise concurrently or successively at that
     Party Is option.

17.2 The rights, duties and obligations of the Parties are several
     and not joint nor joint and several.




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17.3 Those clauses which by their nature are intended to survive
     termination of this Agreement (including without limitation
     clauses 7 and 8) shall so survive termination.

18.  ENTIRE AGREEMENT

     This Agreement constitutes the entire agreement between the
     Parties with respect to the subject matter of this Agreement and
     supersedes and extinguishes any covenants, agreements,
     representations and warranties previously given or made. No oral
     or written warranties or representations not contained in this
     Agreement will be of any force or effect unless reduced to
     writing and signed by all Parties and expressed to be in
     modification of this Agreement.

19.  GOVERNING LAW

     This Agreement is to be governed and Interpreted in accordance
     with the law of Now Zealand. Each Party submits to the exclusive
     jurisdiction of the Courts of that country.

20.  COUNTERPART EXECUTION

20.1 This Agreement may be executed in counterparts, each of which is
     to be deemed an original but all of which will constitute one
     and the same instrument. Any signature page of a counterpart may
     be detached from it without impairing the legal effect of the
     signatures on it and attached to another counterpart identical
     in form but having attached to it one or more additional
     signature pages signed by the other Parties.

20.2 Upon execution by it of a counterpart of this Agreement, each
     Party will cause a facsimile copy of the signature page of Ole
     counterpart to be transmitted to each of the other Parties and
     each Party will;

     (a)  be bound by this Agreement from the time the last of the
          counterparts has been successfully transmitted; and

     (b)  post the originally executed counterpart executed by it to
          each other Party or as directed by (be Operator.

EXECUTED  AS AN AGREEMENT  by the Parties on the date set out above.











<PAGE> 114

Signed for and on behalf Of        )
INDO-PACIFIC ENERGY (NZ) LTD       )
by its duly appointed attorney     )    /s/ illegible
in the presence of:                )    Attorney
                                   )


THE COMMON SEAL of MOSAIC OIL NL   )    /s/ illegible
was affixed in the presence of:    )    Director
                                   )
                                   )    /s/ illegible
                                   )    Secretary

THE COMMON SEAL of CONTINENTAL     )
OIL NL                             )    /s/ illegible
was affixed in the presence of:    )    Director
                                   )
                                   )    /s/ illegible
                                   )    Secretary

SIGNED by BORAL                    )    /s/ illegible
ENERGY RESOURCES  (NZ) LIMITED     )    Director
                                   )
                                   )    /s/ illegible
                                   )    Witness


THE COMMON SEAL Of MOONDANCE       )
ENERGY LIMITED                     )    /s/ illegible
is affixed in accordance with      )    Director
its articles of association in     )
the presence of:                   )    /s/ illegible
                                   )    Secretary





















<PAGE> 115

                             SCHEDULE 1

         CURRENT AND RESPECTIVE INTERESTS  IN PC PEP 38330

Assignor or         Current Interest    Respective Interest being
Continuing Party                        assigned to the Farmee


Indo                34.000%             5.95%

Mosaic              20.00%              5.775%

Continental         13.00%              0

Moondance           13.00%              5.775%

                    100.00%             175%


                             SCHEDULE 2

                       INTERESTS AFTER FARMIN

Indo                          28.05%

Mosaic                        14.225%

Continental                   13.00%

Moondance                     27.225%

Boral                         17.5%

                              100%