<PAGE> 99

Exhibit 99.2
                CERTIFICATE OF CHANGE OF CONDITIONS


                                        IN THE MATTER of the Crown
                                        Minerals Act 1991

                                        AND

                                        IN THE MATTER of Petroleum
                                        Exploration Permit 38723
                                        in the name of Indo-Pacific
                                        Energy (NZ) Limited, Trans-
                                        Orient Petroleum Company (NZ)
                                        Limited and Gondwana Energy
                                        (NZ) Limited.


PURSUANT to section 36(l) of the Crown Minerals Act 1991, and acting
under delegations of 4 November 1997 and 9 November 1998, the
conditions specified in the second schedule to the above mentioned
permit are hereby replaced with those attached to this certificate.


DATED at Wellington this 24  day of June 1999


SIGNED by Barrie John Fowke, Manager Crown Minerals

/s/ illegible
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<PAGE> 100

                          SECOND SCHEDULE
              PETROLEUM EXPLORATION PERMIT (PEP) 38723

1.   The permit holder shall make all reasonable efforts to explore
     and delineate  the petroleum resource potential of the permit
     area in accordance with good  exploration and mining practice.

2.   The permit holder shall comply with the work programme as
     detailed below:

     (a)  within 17 mouths of the commencement date of the permit:

          i    reprocess a minimum of 50km of seismic data, in a
               manner consistent with the 1996 reprocessing exercise;

          ii   re-evaluate prospects and leads on a seismic
               workstation, including quantification of amplitude
               anomalies and structural mapping;

          iii  review relevant existing wells to identify potential
               net Mt Messenger sand pay and develop a sand
               distribution model in conjunction with the above
               workstation seismic interpretation;

          iv   identify and high-grade leads for further seismic
               acquisition; and

          either

          make a firm commitment by notice in writing to the
          Secretary of Commerce to complete the work programme
          detailed in (b) below

          or

          surrender the permit.

     (b)  within 30 months of the commencement date of the permit:

          i    acquire a minimum of 8km of 2D seismic data;

          ii   interpret the new data and identify and consider
               drilling targets;

          either

          make a firm commitment by notice in writing to the
          Secretary of Commerce to complete the work programme under
          (c) below and carry out the permitting of a well location

          or



<PAGE> 101

          surrender the permit,

     (c)  within 36 months of the commencement date of the permit:

          i    drill an exploration well to a minimum depth of 1600m
               unless  geological or engineering constraints
               encountered whilst  drilling make this unreasonable;
               and

          either

          submit to the Secretary of Commerce a satisfactory work
          programme for the remainder of the permit term

          or

          surrender the permit.