AGREEMENT
                                     between
                          CAMBRIDGE ENERGY CORPORATION
                                       and
                            INTERMEGA ENERGY PTE LTD
                                       and
                                      FKHO

     AGREEMENT  entered  into this 8th day of October  1998,  between  CAMBRIDGE
ENERGY  CORPORATION,  a Nevada  Corporation,  hereinafter called "CAMBRIDGE" and
INTERMEGA  ENERGY  PTE  LTD,  a  Singapore   Corporation,   hereinafter   called
"INTERMEGA"  and F.K. Ho  representing  all of the  shareholders  of  INTERMEGA,
hereinafter referred to as Shareholders.

     Whereas  CAMBRIDGE  desires  to acquire  all of the issued and  outstanding
shares of Common  Stock of  INTERMEGA in exchange for shares of the Common Stock
of CAMBRIDGE and cash, and

     Whereas  this  agreement  and  its   performance  by  INTERMEGA  have  been
authorized,  approved,  and  found  advisable  by the  Board  of  Directors  and
shareholders of INTERMEGA and

     Whereas the Board of Directors of INTERMEGA  has approved a plan subject to
the same conditions as apply to this agreement,  pursuant to which the shares of
CAMBRIDGE  common stock  received by INTERMEGA  will be distributed by INTERMEGA
ratably to its  shareholders in exchange for a its issued and outstanding  stock
(consisting of common stock); and

     Whereas  this  agreement  and  its   performance  by  CAMBRIDGE  have  been
authorized and approved by the Board of Directors of CAMBRIDGE; and

Now,  therefore,  in consideration for the mutual covenants expressed herein and
for other good and valuable  consideration,  receipt and sufficiency of which is
hereby acknowledged, it is agreed:


1.0  CONDITIONS TO THIS AGREEMENT.  This agreement and all  undertakings  herein
     and the performance  thereof by the parties hereto are all conditioned upon
     the  existence  or  happening  of the  following  events at or  within  the
     respective times specified below with respect thereto, namely:

1.01 Technical Assistance  Contract/Contract Area: Salawati A, D and Sabaku. The
     approval  of the  Board of  Directors  of  CAMBRIDGE  of the  documents  of
     ownership by INTERMEGA of the Technical Assistance  Contract/Contract Area:
     Salawati A, D and Sabaku,  originally between  Perusahaan  Pertambangan Dan
     Gas Bunn Negara (Pertamina) and PT..Siddhakarya Pilona Sabaku dated January
     9, 1995.  This contract area covers 5.97 sq Km for Salawati "A" and "D" and
     .50 sq Km for Sabaku.  This Technical  Assistance Contract shall be in good
     standing  with  Pertamina  at the time of the closing of this  contract and
     Pertamina  will be notified by INTERMEGA  prior to closing of the change in
     ownership and control of INTERMEGA.

1.02 Technical  Assistance  Contract/Contract  Area: Salawati C, E, F and N. The
     approval  of the  Board of  Directors  of  CAMBRIDGE  of the  documents  of
     ownership by INTERMEGA of the Technical Assistance  Contract/Contract Area:
     Salawati C, E F and N, originally between  Perusahaan  Pertambangan Dan Gas
     Burm Negara (Pertamina) and PT Siddhakarya Pilona Salawati dated January 9,
     1995.  This  contract  area covers 23.05 sq. Km This  Technical  Assistance
     Contract  shall  be in good  standing  with  Pertamina  at the  tune of the
     closing of this contract and Pertamina will be notified by INTERMEGA  prior
     to closing of the change in ownership and control of INTERMEGA

Exhibit 10                              Page 1
<PAGE>

1.03 Technical  Assistance  Contract/Contract  Area:  Linda  A,  C/G  Sele.  The
     approval  of the  Board of  Directors  of  CAMBRIDGE  of the  documents  of
     ownership by INTERMEGA of the Technical Assistance  Contract/Contract Area:
     Lina A, C/G Sele, originally between Perusahaan  Pertainbangan Dan Gas Bumi
     Negara  (Pertamina)  and  Intermega  Linda Sele Pte Ltd. This contract area
     covers 12.35 sq. Km. This  Technical  Assistance  Contract shall be in good
     standing  with  Pertamina  at the time of the closing of this  contract and
     Pertamina  win be notified by  D47MRMEGA  prior to closing of the change in
     ownership and control of INTERMEGA

1.04 No material damage or destruction of property.  No damage to or destruction
     of the property or assets of INTERMEGA by fire, flood, tornado,  explosion,
     or other casualty shall have occurred  between the date hereof and the time
     of closing which reduces the net book value at the date of such casualty of
     the  property  or assets of  INTERMEGA  by more than $ 10,000,  after first
     applying,  in reduction thereof the proceeds of all insurance or other sums
     recoverable by INTERMEGA by reason of such occurrence; and no suit, action,
     or claim shall have been  instituted,  taken,  or  presented in such period
     which results or reasonably  may result in a material loss to or disruption
     of INTERMEGA  business.  CAMBRIDGE may in writing waive  noncompliance with
     the requirements of  subparagraph,  in whole or in part, at or prior to the
     time of closing.

2.0  TRANSFER OF SHARES

2.01 CAMBRIDGE and the Shareholders  agree that all of the outstanding  stock in
     INTERMEGA shall be exchanged with CAMBRIDGE for the initial distribution of
     1,873,414   shares  of  common  stock  of  CAMBRIDGE   distributed  to  the
     Shareholders  of INTERMEGA or its nominees to be  determined by F.K. Ho pro
     rata.

2.02 CAMBRIDGE  shall transfer an additional  1,565,000 share of common stock of
     CAMBRIDGE  to be  distributed  to  the  Shareholders  of  INTERMEGA  or its
     nominees to be  determined  by F.K. Ho (of record at the time this contract
     is closed  with the  transfer  referred  to in 2.01 above) at the time that
     INTERMEGA  receives notice from Pertamina of the assignment under Technical
     Assistance  Contract  to  INTERMEGA  of the balance of 58.04 sq. Kra in the
     Linda Sele area and the balance of 79.35 sq. Km. in the Salawati  area, now
     operated by Pertamina.

3.0  ADDITIONAL CONSIDERATION

3.01 At the  time  of  closing  of  this  transaction,  CAMBRIDGE  shall  pay to
     INTERMEGA for distribution to its shareholders the sum of US$500,000.00

3.02 At the of closing of this transaction CAMBRIDGE agrees to purchase from the
     shareholders  of INTERMEGA  at their  option,  a total of 76,925  shares of
     CAMBRIDGE common stock for a purchase price of $250,000.

CAMBRIDGE  acknowledges  that INTERMEGA has been in  negotiation  with Pertamina
concerning additional contract areas in Irian Jaya now operated by Pertamina and
that it agrees to  continue  its efforts to bring  additional  property in Irian
Jaya under contract for oil and gas operations  (Technical  Assistance Contract)
with the Company.  CAMBRIDGE  acknowledges  that it will  transfer an additional
number of common shares on a pro rata basis to the  shareholders of INTERMEGA at
the time of the closing of this  agreement,  said number being  determined by an
agreed upon exchange of the value of  recoverable  reserves  (proved  producing)
divided  by the  market  value  of  CAMBRIDGE  common  shares  at the  time  the
properties  are brought  under  operational  control,  subject to due  diligence
review by CAMBRIDGE.


Exhibit 10                         Page 2
<PAGE>

ADDITIONAL AGREEMENT BY CAMBRIDGE

CAMBRIDGE agrees that it will continue to operate INTERMEGA in such as manner as
to perform all of its responsibilities  under the Technical Assistance Agreement
referenced above as may be modified from time to time.

5.0  TIME  AND  PLACE  OF  CLOSING.  The  time of  closing  referred  to in this
     agreement  shall be on or before January 4, 1999, or such other time as may
     be agreed to in writing by INTERMEGA  and  CAMBRIDGE.  The place of closing
     shall be at the offices of CAMBRIDGE at 1604 W.  Pinhook  Road,  Suite 200,
     Lafayette,  Louisiana 70508 U.S.A. and/or at the office of INTERMEGA at 300
     Beach Road #25-06,  The Concourse,  Singapore 199555 or such other place as
     may be agreed in writing by INTERMEGA and CAMBRIDGE.

6.0 ADDITIONAL AGREEMENTS OF CAMBRIDGE AND INTERMEGA

INTERMEGA hereby further agrees with CAMBRIDGE:

6.01 That prior to the time of closing  INTERMEGA will not have changed its name
     and  neither  INTERM[EGA  nor  any  of the  Shareholders  will  have  given
     permission  to  any  corporation,  firm,  or  organization  engaged  in the
     production,  distribution, or marketing of similar products to use the name
     or names used by INTERMEGA with its products  alone or in combination  with
     any other word or words.

6.02 That  after  the  execution  of this  agreement  and  prior  to the time of
     closing, the officers and directors of INTERMEGA will consult with and give
     consideration to the advice of any officer or officers of CAMBRIDGE, or any
     of its  representatives  designated from time to time by CAMBRIDGE for such
     purpose,  with  respect to the  operations  and  proposed  transactions  of
     INTERMEGA and that any of the  INTERMEGA  records and assets may be checked
     or  inspected by  representatives  of CAMBRIDGE at any time or from time to
     time  during  business  hours,  and  that  INTERMEGA  will  make  the  same
     reasonably available for such purpose.

6.03 That  shareholders of INTERMEGA are acquiring the shares of common stock of
     CAMBRIDGE for  investment  purposes and not for the purpose of resale,  and
     acknowledge  that such  shares  can only be sold after a period of one year
     from the date of transfer.

6.04 That upon the transfer,  there will be no loans outstanding by INTERMEGA to
     F K Ho, Rose Ho, Siddhakarya Nirmala, Joedylyn Dulatre or other persons not
     previously disclosed to CAMBRIDGE.


7.0 WARRANTIES OF CAMBRIDGE, INTERMEGA AND SHAREHOLDERS

CAMBRIDGE and the INTERMEGA Shareholders hereby jointly and severally warrant to
each other as follows:

7.01 That  on the  date of this  agreement,  there  existed  no  liabilities  or
     commitments of INTERMEGA or CAMBRIDGE,  contingent or absolute,  matured or
     unmatured, except

     (a)  those as to which  the full  amount is  included  or  provided  for as
          liabilities  in  INTERMEGA's  balance  sheet as of 30 June  1998,  and
          except those incurred by INTERMEGA or CAMBRIDGE, in the regular course
          of business, after such date, and except

     (c)  other  liabilities or commitments  the aggregate  amount of which does
          not exceed by more that $ 10,000  the  aggregate  amount of  insurance
          proceeds  recoverable  by  INTERMEGA  or  CAMBRIDGE  on  account of or
          applicable to the satisfaction of such liabilities and commitments, if
          any.



Exhibit 10                         Page 3
<PAGE>

7.02 That between the date hereof and the time of closing hereunder:

     (a)  all  actions  and  transactions  by  or on  behalf  of  INTERMEGA  and
          CAMBRIDGE  will have been the regular course of business and in normal
          amounts,  except  the  execution  of this  agreement  and any  acts or
          transactions herein agreed to or contemplated; and

     (b)  no dividends or other  distributions or loans upon any shares of stock
          of INTERMEGA or CAMBRIDGE will have been made, declared, or paid;

     (c)  INTERMEGA and  CAM13RIDGE  will have continued in force and effect all
          insurance of the character and in the amounts  theretofore  carried by
          it;

     (d)  No  legal  fees  and no  other  fees,  commissions,  compensation,  or
          expenses  will have been  incurred or paid by INTERMEGA or  CAMBRIDGE,
          for  or  with  respect  to  this   agreement,   its   negotiation   or
          consummation,  other than legal  fees in a  reasonable  amount for the
          time  expended  in  connection  therewith,  the  cost,  not  exceeding
          $10,000, of the title searches,  opinions, and guarantee policies with
          respect to the title of  INTERMEGA  and  CAMBRIDGE  to the real estate
          owned  by  INTERMEGA  and the cost of  preparing  and  reviewing  this
          Agreement and closing this transaction.

 7.03 That

     (a)  between the date  hereof and the time of closing  there will have been
          no increase in the salaries,  compensation,  bonus, wages, or benefits
          paid or agreed to be paid to any officer or director of  INTERMEGA  or
          CAMBRIDGE;  and between the date hereof and the time of closing  there
          will have been no increase in the salary, compensation,  bonus, wages,
          or benefits  paid or agreed to be paid to any  employee  who is not an
          officer  and  director  and whose rate of  aggregate  compensation  or
          benefits is or is thereby increased to more than $ 10,000 a year.

7.04 That at the time of closing

     (a)  INTERMEGA  and  CAMBRIDGE  will  not be in  default  on or  under  any
          indebtedness, lease, franchise, or contract;

     (b)  All income tax and other  government  returns and reports  required of
          INTERMEGA  and  CAMBRIDGE  will have been  duly and  timely  filed and
          INTERMEGA  will have given no waivers or  extensions of any statute of
          limitations  with  respect  to any  income or other  taxes  other than
          waivers or extensions consented to in advance by CAMBRIDGE;

     (c)  There will exist no contract or order for the purchase of  merchandise
          or  services  except  those  made or placed in the  regular  course of
          business or as referenced hereinabove.

 8.0      OPINION OF TRANSFEREE'S COUNSEL

CAMBRIDGE  shall furnish  INTERMEGA at the time and place of closing the opinion
of CAMBRIDGE's counsel.

8.01 that CAMBRIDGE is duly organized,  existing, and in good standing under the
     laws of Nevada;

8.02 that the shares of CAMBRIDGE  common stock which are to be transferred  and
     delivered by CAMBRIDGE to the shareholders of INTERMEGA in exchange for all
     the  outstanding  shares of  INTERMEGA  common stock will  constitute  duly
     authorized, issued, and outstanding fully paid and non assessable shares of
     the common stock of CAMBRIDGE,  and that good title to such shares will be,
     upon the receipt by CAMBRIDGE  of the shares of INTERMEGA  and the delivery
     in  exchange  therefor  of  such  shares  of  common  stock  of  CAMBRIDGE,
     transferred by CAMBRIDGE to INTERMEGA

8.03 that  between  the date  hereof and the time of closing  CAMBRIDGE  has not
     authorized,  declared,  paid, or effected any stock  dividend or splitup of
     shares  of its  common  stock or any  issuance,  pro  rata,  to its  common
     shareholders,  of option or rights  to  subscribe  to shares of its  common
     stock, or any extraordinary cash dividend upon its shares of common stock.


Exhibit 10                         Page 4
<PAGE>

9.0  OPINION OF COUNSEL FOR TRANSFEROR

INTERMEGA  shall furnish  CAMBRIDGE at the time and place of closing the opinion
of INTERMEGA'S counsel.

9.01 that this agreement has been properly authorized,  executed,  and delivered
     by INTERMEGA and its performance by INTERMEGA has been properly  authorized
     and approved;  and that this  agreement  constitutes  the legally valid and
     enforceable  obligation and undertaking of INTERMEGA in accordance with its
     terms and  provisions,  subject to the  satisfaction  of the conditions set
     forth in paragraph 9.01, above;

9.02 that  neither  this  agreement,  nor the  transfer  and  delivery as herein
     agreed, of shams of CAMBRIDGE common stock to the shareholders of INTERMEGA
     requires any  qualification  or  authorization  under the laws of Singapore
     applicable  to the  issuance  or sale of stock or other  securities  in the
     Singapore;

9.03 that all the  shares  of  INTERMEGA  common  stock to be  transferred  upon
     receipt  by  shareholders  of  INTERMEGA  of the  shares of  CAMBRIDGE  and
     delivery thereof and exchange therefore, constitute duly authorized, issued
     and  outstanding  fully paid and  non-assessable  shares of common stock of
     INTERMEGA

9.04 that  INTERMEGA  and/or F K Ho have free and clear title and  ownership  to
     100% of the Technical Assistance Contracts referenced hereinabove, and

9.05 that the  transfers  contemplated  hereby do not violate any  agreements to
     which INTERMEGA and/or its shareholders are subjected to.

10.0 AGREEMENTS OF SHAREHOLDERS AND CAMBRIDGE

Each of the Shareholders for himself, his successors,  personal representatives,
and assigns, does hereby agree with CAMBRIDGE as follows:

10.01to use his best efforts to bring about the  satisfaction  of the conditions
     to this agreement set forth above.

10.02That the warranties above set forth shall survive the closing  hereinunder,
     and shall be binding upon the Shareholders  and their  respective  personal
     representatives, heirs, legatees, and successors.

11.0 SUCCESSORS

This agreement  shall be binding upon and inure to the benefit of the respective
parties hereto, their heirs, representatives, successors, and assigns, provided,
however, that neither this agreement nor its rights hereunder may be assigned by
CAMBRIDGE or INTERMEGA




Exhibit 10                         Page 5
<PAGE>

12.0 COUNTERPARTS

 This agreement may be executed in several counterparts,  which, taken together,
 shall constitute one document, which shall become binding when:

12.01Counterparts,  which in total  contain  signatures of E41ERNEGA and of each
     Shareholder, have been delivered to CAMBRIDGE, and

12.02One  counterpart  signed by CAMBRIDGE  has been  delivered to and signed by
     INTERMEGA.

IN WITNESS WHEREOF the parties hereto have hereunto set their  respective  bands
and seals or have caused these presents to be executed in their respective names
and their  respective  corporate  seals to be hereunto  affixed and  attested by
their  respective  officers  thereunto duly  authorized,  the day and year first
hereinabove written.


CAMBRIDGE ENERGY CORPORATION

/s/ Perry Douglas West
---------------------
 Perry Douglas West
 Chairman and CEO




INTERMEGA ENERGY PTE LTD

/s/ F.K. Ho
-------------------------
F.K. Ho - Managing Director


SHAREHOLDERS:


/s/ F.K. Ho
-----------
 F.K. Ho








Exhibit 10                         Page 6
<PAGE>