EXHIBIT 10.86



                            SHARE PURCHASE AGREEMENT

                                     BETWEEN
                      TRITON INTERNATIONAL PETROLEUM, INC.

                                    PURCHASER

                                       AND

                        THE STRATEGIC TRANSACTION COMPANY

                                     SELLER

                              -------------------



                             Dated as of May 8, 2000




                                TABLE OF CONTENTS
                                -----------------



Section                    Page
-------                    ----

<TABLE>
<CAPTION>

<S>                                  <C>                                                        <C>
ARTICLE I                            DEFINITIONS                                                 1
    1.1                              Certain Definitions                                         1
ARTICLE II                           SALE AND PURCHASE OF TPC SHARES                             4
    2.1                              Sale and Purchase of TPC Shares                             4
ARTICLE III                          PURCHASE PRICE AND PAYMENT                                  4
    3.1                              Amount of Purchase Price                                    4
    3.2                              Payment of Purchase Price                                   4
ARTICLE IV                           CLOSING                                                     4
    4.1                              Closing Date                                                4
ARTICLE V                            REPRESENTATIONS AND WARRANTIES OF THE SELLER                4
    5.1                              Organization and Good Standing                              4
    5.2                              Authorization of Agreement                                  5
    5.3                              Capital and TPC Shares                                      5
    5.4                              Other Activities                                            6
    5.5                              Corporate Records                                           6
    5.6                              Conflicts; Consents of Third Parties                        6
    5.7                              Ownership and Transfer of TPC Shares                        7
    5.8                              Compliance with Laws                                        7
    5.9                              No Misrepresentation                                        7
    5.10                             Absence of Certain Developments                             7
ARTICLE VI                           REPRESENTATIONS AND WARRANTIES OF PURCHASER                 8
    6.1                              Organization and Good Standing                              8
    6.2                              Authorization of Agreement                                  8
    6.3                              No Misrepresentation                                        8
    6.4                              Conflicts; Consents of Third Parties                        9
    6.5                              Litigation                                                  9
    6.6                              Financing                                                   9
ARTICLE VII                          COVENANTS                                                   9
    7.1                              Access to Information                                       9
    7.2                              Consents                                                   10
    7.3                              Other Actions                                              10
    7.4                              Confidentiality                                            10
    7.5                              Publicity                                                  10
    7.6                              Conduct of the Business                                    10
ARTICLE VIII                         CONDITIONS TO CLOSING                                      11
    8.1                              Conditions Precedent to Obligations of the Purchaser       11
    8.2                              Conditions Precedent to Obligations of the Seller          12
ARTICLE IX                           DOCUMENTS TO BE DELIVERED                                  13
    9.1                              Documents to be Delivered by the Seller                    13
    9.2                              Documents to be Delivered by the Purchaser                 13
ARTICLE X                            MISCELLANEOUS                                              14
   10.1                              Payment of Sales, Use or Similar Taxes                     14
   10.2                              Survival of Representations and Warranties                 14
   10.3                              Expenses                                                   14
   10.4                              Further Assurances                                         14
   10.5                              Submission to Jurisdiction; Consent to Service of Process  14
   10.6                              Entire Agreement; Amendments and Waivers                   15
   10.7                              Governing Law                                              15
   10.8                              Table of Contents and Headings                             15
   10.9                              Notices                                                    15
   10.10                             Severability                                               16
   10.11                             Binding Effect; Assignment                                 16
   10.12                             Counterparts                                               16

</TABLE>

                            SHARE PURCHASE AGREEMENT

     SHARE  PURCHASE  AGREEMENT,  dated  as  of  May  8, 2000 (the "Agreement"),
between  Triton  International Petroleum, Inc., a company incorporated under the
laws  of the Cayman Islands whose registered office is at Ugland House, P.O. Box
309,  Grand  Cayman, Cayman Islands, B.W.I. (the "Purchaser"), and The Strategic
Transaction Company, a company incorporated under the laws of the Cayman Islands
whose  registered  office  is at Elizabethan Square, P.O. Box 1984, George Town,
Grand  Cayman,  Cayman  Islands,  B.W.I.  (the  "Seller").

                              W I T N E S S E T H:

     WHEREAS, the Seller owns all of the issued and outstanding shares of Triton
Pipeline  Colombia,  Inc.,  a  company incorporated under the laws of the Cayman
Islands;

    WHEREAS,  Triton Pipeline Colombia, Inc. owns 9.6% of the shares of common
stock of  Oleoducto  Central  S.A.,  a  sociedad  anonima  existing under the
laws of Colombia;  which shares have been converted into the rights to receive
Preferred Shares,  or  acciones  privilegiadas,  under Colombian law, par
value Ps 100,000 each

    WHEREAS,  the Seller desires to sell to the Purchaser, and the Purchaser
desires to  purchase  from the Seller, said shares of Triton Pipeline Colombia,
Inc. for the  purchase price and upon the terms and conditions hereinafter set
forth; and

    WHEREAS, certain terms used in this Agreement are defined in Section 1.1
hereof;

    NOW,  THEREFORE  BE  IT  RESOLVED, the parties hereto agree as follows:





                                   ARTICLE  I

                                   DEFINITIONS
     1.1     Certain  Definitions.
             --------------------
     For purposes of this Agreement, the following terms shall have the meanings
specified  in  this  Section  1.1:

"Closing"  shall  have  the  meaning  set  forth  in  Section  4.1  hereof.
 -------

"Closing  Date"  shall  have  the  meaning  set  forth  in  Section  4.1 hereof.
 -------------

"Contract" means any contract, agreement, indenture, mortgage, note, bond, loan,
 --------
instrument,  license,  lease,  commitment  or  other  arrangement  or agreement.

"Distributions"  shall have the meaning set forth in Section 1.1 of the Dividend
 -------------
Trust  Agreement.

"Dividend  Trust  Agreement" means the Dividend Trust Agreement, dated as of May
 --------------------------
24,  1996,  among Ocensa, Empresa Colombiana De Petroleos-Ecopetrol, BP Colombia
Pipelines Limited, Total Pipeline Colombie S.A., TPC, IPL Enterprises (Colombia)
Inc.,  TCPL  International  Investments  Inc.,  and  Bankers  Trust  (Cayman)
International,  Ltd.  as  dividend  trustee.

"Dividend  Trustee"  shall  have  the  meaning  set  forth in Section 1.1 of the
 -----------------
Dividend  Trust  Agreement.

"Governmental  Body"  means  any  government  or governmental, administrative or
 ------------------
regulatory  body  thereof,  or  political  subdivision thereof, whether federal,
state, local or foreign, or any agency, instrumentality or authority thereof, or
any  court  or  arbitrator  (public  or  private).

"Indenture"  means the Indenture dated February 2, 1998 between Seller and First
 ---------
Trust  of  New  York,  National  Association  (the  "Indenture").

"Law"  means  any  federal, state, local or foreign law (including common law or
 ---
civil  law),  statute,  code,  ordinance, rule, regulation or other requirement.

"Legal  Proceeding"  means  any  judicial,  administrative  or arbitral actions,
 -----------------
suits,  proceedings  (public  or  private),  claims or governmental proceedings.

"Lien"  means  any  lien,  pledge,  mortgage,  deed of trust, security interest,
 ----
claim,  lease,  charge,  option,  right  of  first refusal, easement, servitude,
transfer  restriction under any shareholder or similar agreement, encumbrance or
any  other  restriction  or  limitation  whatsoever.

"Material  Adverse  Effect"  means  any  effect  which  has  resulted  in, or is
 -------------------------
reasonably  likely  to  result  in,  a  material adverse change in the business,
properties, results of operations, prospects, condition (financial or otherwise)
of  the  Seller  and  its  subsidiaries,  taken  as  a  whole.

"Ocensa"  means  Oleoducto  Central  S.A., a sociedad anonima existing under the
 ------
laws  of  Colombia.

"Ocensa  Agreement"  means the Amended and Restated Oleoducto Central Agreement,
 -----------------
dated  as  of  March  31,  1995,  among  Ocensa,  Empresa  Colombiana  De
Petroleos-Ecopetrol,  BP  Colombia  Pipelines  Limited,  Total Pipeline Colombie
S.A.,  TPC,  IPL  Enterprises (Colombia) Inc. and TCPL International Investments
Inc.,  as  amended  through  the  date  of  this  Agreement.

"Ocensa  Shares"  means the shares of common stock of Ocensa owned by TPC, which
---------------
shares  have  been  converted  into  the  right  to receive Preferred Shares, or
acciones  privilegiadas,  under  Colombian  law,  par  value  Ps  100,000  each.

"Order"  means any order, injunction, judgment, decree, ruling, writ, assessment
 -----
or  arbitration  award.

"Permit"  means  any  approval,  authorization,  consent,  license,  permit  or
 ------
certificate.

"Person"  means  any  individual, corporation, partnership, firm, joint venture,
 ------
association,  joint-stock  company,  trust,  unincorporated  organization,
Governmental  Body  or  other  entity.

"Purchase  Price"  shall  have  the  meaning  set  forth  in Section 3.1 hereof.
 ---------------
"Purchaser  Documents"  shall  have the meaning set forth in Section 6.2 hereof.
 --------------------

"Seller  Documents"  shall  have  the  meaning  set forth in Section 5.2 hereof.
 -----------------

Stop  Notice" means a stop notice filed and served pursuant to Order 50, Rule 11
------------
of  the  Cayman  Islands  Grand  Court  Rules.

"Taxes"  means  (i)  all  federal, state, local or foreign taxes, charges, fees,
 -----
imposts,  levies  or  other  assessments, including, without limitation, all net
income,  gross receipts, capital, sales, use, ad valorem, value added, transfer,
franchise,  profits,  inventory,  capital  stock, license, withholding, payroll,
employment, social security, unemployment, excise, severance, stamp, occupation,
property  and  estimated taxes, customs duties, fees, assessments and charges of
any  kind  whatsoever;  (ii) all interest, penalties, fines, additions to tax or
additional  amounts  imposed by any taxing authority in connection with any item
described  in  clause  (i); and (iii) any transferee liability in respect of any
items  described  in  clauses  (i)  and/or  (ii).

"TPC"  means  Triton  Pipeline  Colombia, Inc., a company incorporated under the
 ---
laws  of  the  Cayman  Islands.

"TPC  Shares"  means  all of the issued and outstanding shares in TPC, and shall
 -----------
include  securities  or  other  property  that  may  be issued or distributed in
respect thereof as a result of any merger, spin-off, stock or share split, stock
or  share  combination,  bonus  issue,  recapitalization  or  other  similar
transaction.

"Voting  Agreement"  means the Voting Agreement, dated as of May 24, 1996, among
 -----------------
Ocensa,  Empresa  Colombiana  De  Petroleos  -  Ecopetrol, BP Colombia Pipelines
Limited, Total Pipeline Colombie S.A., TPC, IPL Enterprises (Colombia) Inc., and
TCPL  International  Investments  Inc.


                                  ARTICLE  II

                         SALE AND PURCHASE OF TPC SHARES

2.1     Sale  and  Purchase  of  TPC  Shares.  Upon the terms and subject to the
        ------------------------------------
conditions  contained  herein,  on  the  Closing  Date the Seller, as record and
beneficial  owner,  shall  sell,  assign,  transfer,  convey  and deliver to the
Purchaser,  and  the  Purchaser  shall purchase from the Seller, the TPC Shares,
free  from all Liens (other than as set forth in the Ocensa Agreement), and with
all  rights  now  or  hereafter  attaching  to  the  TPC  Shares.


                                  ARTICLE  III

                           PURCHASE PRICE AND PAYMENT

3.1     Amount  of  Purchase Price.  The purchase price for the TPC Shares shall
        --------------------------
be  an  amount  equal  to  $88,800,000  (the  "Purchase  Price").

3.2     Payment  of  Purchase  Price.  Payment  of  the aggregate Purchase Price
        ----------------------------
shall  be  made  on  the  Closing Date by wire transfer of immediately available
funds  into  the  account  designated  by  the  Seller.


                                   ARTICLE  IV

                                     CLOSING

4.1     Closing  Date.  Subject  to the satisfaction of the conditions set forth
        -------------
in  Sections  8.1 and 8.2 hereof (or the waiver thereof by the party entitled to
waive  that  condition),  the closing of the sale and purchase of the TPC Shares
provided  for in Section 2.1 hereof (the "Closing") shall take place on the date
that  is  five  (5)  business  days  following the date that such conditions are
satisfied  (or  waived  by  the party entitled to waive that condition), or such
other date that is agreed to by the Purchaser and the Seller.  The date on which
the  Closing shall be held is referred to in this Agreement as the "Closing
Date."


                                   ARTICLE  V

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The  Seller  hereby represents and warrants to the Purchaser as of the date
of  this  Agreement  and  as  of  the  Closing  Date  that:

5.1     Organization  and  Good Standing.  The Seller and TPC are companies duly
        --------------------------------
incorporated,  validly  existing  and  in  good standing under the laws of their
respective  jurisdictions  of  incorporation  as  set  forth  above and have all
requisite  corporate  power  and  authority  to  own,  lease  and  operate their
properties  and  to  carry  on  their  businesses as now conducted.  TPC is duly
qualified  or  authorized to do business as a foreign corporation and is in good
standing  under  the  laws  of each jurisdiction in which it owns or leases real
property and each other jurisdiction in which the conduct of its business or the
ownership  of  its  properties requires such qualification or authorization
except  where  the  failure  to  be so qualified, authorized or in good standing
would  not  have  a  Material  Adverse  Effect.

5.2     Authorization  of  Agreement.  The  Seller  has  all  requisite  power,
        ----------------------------
authority  and  legal  capacity  to  execute and deliver this Agreement and each
other  agreement,  document,  or  instrument or certificate contemplated by this
Agreement or to be executed by the Seller in connection with the consummation of
the  transactions  contemplated  by this Agreement (collectively, with this
Agreement,  the  "Seller  Documents"),  and  to  consummate  the  transactions
contemplated hereby and thereby.  The execution, delivery and performance by the
Seller  of this Agreement have been, and each of the Seller Documents will be at
or  prior to the Closing Date, duly authorized by all necessary corporate action
on  behalf  of  the  Seller,  and  when  so executed and delivered by the Seller
(assuming  the  due  authorization,  execution and delivery by the other parties
hereto  and thereto) will constitute legal, valid and binding obligations of the
Seller,  enforceable  against  the  Seller  in  accordance with their respective
terms,  subject to applicable bankruptcy, insolvency, reorganization, moratorium
and  similar  laws  affecting  creditors'  rights  and  remedies  generally, and
subject,  as  to  enforceability,  to  general  principles  of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of  whether  enforcement  is  sought  in  a  proceeding  at  law  or in equity).

5.3          Capital  and  TPC  Shares.
             -------------------------
(a)     The  authorized  share  capital  of  TPC is US $50,000 and the number of
shares  in  TPC  issued and outstanding is 35,000, with a par value of $1.00 per
share.  There  are  no  put options, call options, commitments, exchange rights,
preferential rights, plans, covenants or other agreements of any nature that are
outstanding  that provide for the purchase, issue or sale of any of the TPC
Shares  or  grant to any Person conversion or exchange rights in connection with
the  TPC  Shares,  or  pursuant  to  which  any  Person, in any capacity, may be
entitled  to receive or subscribe for shares issued or to be issued by TPC.  All
of  the  TPC  Shares  were  duly authorized for issuance and are validly issued,
fully paid and non-assessable.  STC has not received a Stop Notice in respect of
the  Shares.  None  of  the  TPC  Shares  has  been  issued  in violation of any
preferential  right  or right to take up unsubscribed shares and none of the TPC
Shares  is  subject to any Lien, other than as set forth in the Ocensa Agreement
and  this  Agreement.

(b)     No  Person  has  any  claim  pending or, to the Seller's best knowledge,
threatened against TPC based on the fact that any issue, exchange, subscription,
cancellation  or  redemption  of  TPC's share capital by TPC did not comply
with  all  the applicable Contracts and Laws, including, without limitation, the
Ocensa  Agreement.  Except  for  this  Agreement,  the  Ocensa Agreement and the
Voting  Agreement,  there  are  no  Contracts  that  are  legally  binding  and
enforceable,  with  respect to the issue, redemption, conversion, exchange, vote
or  transfer  of  any  of  the  shares  or  other  securities  of  TPC.

5.4     Other  Activities.  Since  February  2, 1998, TPC has not engaged in any
        -----------------
activity  other  than  managing  its  interest  in  Ocensa since the date of its
incorporation.  Other  than  its 9.6% interest of Ocensa, TPC, since February 2,
1998,  has  not,  and  does  not, directly or indirectly, own any stock or other
equity  interest  in  any  other  Person.

5.5     Corporate  Records.  The  Seller  has delivered or made available to the
        ------------------
Purchaser:

(a)     the  seal  and  true,  correct  and  complete  certified  copies  of the
memorandum  of association, articles of association of TPC, Register of Members,
Register  of  Mortgages  and  Charges,  Register  of Directors and Officers, and
Certificate  of  Good  Standing;

(b)     the  statutory  books,  books of account and documents of record of TPC,
complete  and up-to-date and all other documents of TPC in the possession of the
Seller;

(c)     the minutes of the meetings and copies of all written resolutions of the
Board  of  Directors  and  the committees thereof of TPC since February 2, 1998;

(d)     the  minutes  of  all  shareholders'  meetings and copies of all written
resolutions  of  shareholders  of  TPC  since  February  2,  1998;

(e)     a  copy of the registers of members, directors and officers of TPC as of
the  most  recent  date  practicable;  and

(f)          a  list  of  any  bank  accounts  maintained  by  TPC;

5.6          Conflicts;  Consents  of  Third  Parties.
             ----------------------------------------

(a)     None  of  the execution and delivery by the Seller of this Agreement and
the  Seller  Documents, the consummation of the transactions contemplated hereby
or  thereby,  or  compliance  by the Seller with any of the provisions hereof or
thereof will (i) conflict with, or result in the breach of, any provision of the
memorandum  of  association,  articles  of  association  or  comparable
organizational  documents or statutory books of the Seller or TPC; (ii) conflict
with,  violate,  result in the breach or termination of, or constitute a default
under,  any  Contract  to  which the Seller or TPC is a party or by which any of
them  or  any  of  their  respective  properties  or assets is bound, including,
without  limitation,  the  Ocensa  Agreement;  (iii)  violate any statute, rule,
regulation,  order or decree of any Governmental Body by which the Seller or TPC
is  bound;  or  (iv)  result  in the creation of any Lien upon the properties or
assets  of  TPC.

(b)     Except  as  set  forth  in  the  Ocensa  Agreement  or as will have been
obtained  on  or  prior to the Closing Date, no other consent, waiver, approval,
Order,  Permit  or  authorization  of,  or  declaration  or  filing  with,  or
notification  to,  any  Person  is  required on the part of the Seller or TPC in
connection  with  the  execution  and  delivery  of this Agreement or the Seller
Documents,  or the compliance by the Seller or TPC, as the case may be, with any
of  the  provisions  hereof  or  thereof.

5.7     Ownership  and Transfer of TPC Shares.  The Seller is the registered and
        -------------------------------------
beneficial  owner  of the TPC Shares and has valid title thereto, free and clear
of  any  and all Liens, other than as set forth in the Ocensa Agreement and this
Agreement;  no Lien has been exercised over any of the TPC Shares other than the
lien of the Indenture, there is no outstanding call on any of the TPC Shares and
all  of  the TPC Shares are fully paid.  The Seller has the corporate power
and  authority  to sell, transfer, assign and deliver the TPC Shares as provided
in this Agreement, and such delivery and entry in the register of members of TPC
will  convey  to the Purchaser good and marketable title to the TPC Shares, free
and  clear of any and all Liens, other than as set forth in the Ocensa Agreement
and  this  Agreement.

5.8          Compliance  with  Laws.    The  Seller  is  not  aware  of:
             ----------------------
(a)     any material violations by the Seller, TPC, or Ocensa of any Laws in any
jurisdiction  in  connection  with  the  operations  of the Seller, TPC, or
Ocensa  at  the  date  hereof;  or

(b)     any  communications  from  any  Governmental  Body  or  representatives
concerning  any  investigation  or allegation or non-compliance with Laws in any
jurisdiction,  or deficiencies in financial reporting practices or other matters
that  would  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

5.9     No  Misrepresentation.  No  representation  or  warranty  of  the Seller
        ---------------------
contained  in this Agreement or in any certificate or other instrument furnished
by  the  Seller  to  the  Purchaser or its representatives pursuant to the terms
hereof,  contains  any  untrue  statement of a material fact or omits to state a
material  fact  necessary to make the statements contained herein or therein not
misleading.

5.10     Absence  of  Certain Developments.  Except as expressly contemplated by
         ---------------------------------
this  Agreement and except with respect to the conversion of the common stock of
Ocensa  owned  by  TPC  into  the right to receive Preferred Shares, or acciones
privilegiadas,  par  value Ps 100,000 each, or as otherwise disclosed in writing
to  the  Purchaser,  since  February  2,  1998:

(a)     TPC  has  not  entered into any transaction or Contract (other than with
respect  to the recapitalization of Ocensa) or conducted its business other than
in  the  ordinary  course  consistent  with  past  practice;

(b)          TPC  has  not  instituted or settled any material Legal Proceeding;

(c)     to  the  actual  knowledge  of  the directors of TPC, there have been no
actions,  claims,  suits, litigation, administrative proceedings or governmental
investigations  or  inquiries,  instituted  or  threatened,  before  any  court,
arbitrator,  administrator or governmental body affecting TPC, provided that TPC
makes  no  representations  or  warranties as to any matters (x) occurring in or
arising  out  of actions taken by any Person in the Republic of Colombia, or (y)
arising  out of the operations of Ocensa or TPC's ownership of shares of Ocensa;

(d)     the  Seller  has  not  received any notice from Deutsche Morgan Grenfell
(Cayman)  Limited  ("DMG")  of  any  substantial  change  in  circumstances or
conditions that are known to DMG that may affect TPC pursuant to Section 2(e) of
the  Management  Agreement  dated  February  2,  1998  between  TPC and DMG; and

(e)     there  have  been  no  amendments  to  the  memorandum of association or
articles  of  association  of  TPC  since  February  2,  1998.


                                    ARTICLE  VI

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     The  Purchaser  hereby represents and warrants to the Seller as of the date
of  this  Agreement  and  as  of  the  Closing  Date  that:

6.1     Organization  and  Good  Standing.  The  Purchaser  is  a  company  duly
        ---------------------------------
organized,  validly  existing  and in good standing under the laws of the Cayman
Islands  and  has  all requisite corporate power and authority to own, lease and
operate  its property and to carry on its business as it is currently conducted.

6.2     Authorization  of  Agreement.  The  Purchaser  has  all requisite power,
        ----------------------------
authority  and  legal  capacity  to  execute and deliver this Agreement and each
other  agreement,  document,  or  instrument or certificate contemplated by this
Agreement or to be executed by the Purchaser in connection with the consummation
of the transactions contemplated by this Agreement (collectively, with this
Agreement,  the  "Purchaser  Documents")  and  to  consummate  the  transactions
contemplated hereby and thereby.  The execution, delivery and performance by the
Purchaser  of this Agreement have been, and each of the Purchaser Documents will
be  at  or prior to the Closing Date, duly authorized by all necessary corporate
action  on  behalf  of  the Purchaser, and when so executed and delivered by the
Purchaser  (assuming  the due authorization, execution and delivery by the other
parties  hereto)  will  constitute,  legal, valid and binding obligations of the
Purchaser,  enforceable  against  the  Purchaser  in  accordance  with  their
respective  terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium  and similar laws affecting creditors' rights and remedies generally,
and  subject,  as  to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of  whether  enforcement  is  sought  in  a  proceeding  at  law  or in equity).

6.3     No  Misrepresentation.  No  representation  or warranty of the Purchaser
        ---------------------
contained  in this Agreement or in any certificate or other instrument furnished
by  the  Purchaser  to  the  Seller or its representatives pursuant to the terms
hereof,  contains  any  untrue  statement of a material fact or omits to state a
material  fact  necessary to make the statements contained herein or therein not
misleading.

6.4          Conflicts;  Consents  of  Third  Parties.
             ----------------------------------------
(a)     None  of  the execution and delivery by the Purchaser of this Agreement,
the  consummation  of the transactions contemplated hereby, or the compliance by
the  Purchaser  with  any  of  the  provisions hereof will (i) conflict with, or
result  in  the  breach  of,  any  provision  of  the memorandum of association,
articles of association or comparable organizational documents of the Purchaser;
(ii)  conflict  with,  violate,  result in the breach or termination of, or
constitute a default under, any Contract to which the Purchaser is a party or by
which  the  Purchaser  or  its properties or assets are bound; (iii) violate any
statute, rule, regulation, order or decree of any Governmental Body by which the
Purchaser  is  bound;  or  (iv)  result  in  the  creation  of any Lien upon the
properties  or  assets  of  the  Purchaser.

(b)     No  consent,  waiver,  approval,  Order,  Permit or authorization of, or
declaration  or  filing  with, or notification to, any Person is required on the
part  of  the  Purchaser  in  connection with the execution and delivery of this
Agreement  or the compliance by the Purchaser with any of the provisions hereof.

6.5     Litigation.  There  are  no  Legal  Proceedings initiated by any Person,
        ----------
pending  or,  to  the  best  knowledge  of the Purchaser, threatened against the
Purchaser  that are reasonably likely to prohibit or restrain the ability of the
Purchaser  to  enter  into  this  Agreement  or  consummate  the  transactions
contemplated  hereby.

6.6     Financing.  As  of  the date of this Agreement, Purchaser has access to,
        ---------
and  as  of  the Closing, Purchaser will have, sufficient funds necessary to (a)
pay  the  Purchase  Price  and  (b) pay all of its fees and expenses incurred in
connection  with  the  transactions  contemplated  by  this  Agreement.


                                  ARTICLE  VII

                                    COVENANTS

7.1     Access  to  Information.  The  Seller  agrees that, prior to the Closing
        -----------------------
Date,  the  Seller  shall make available to the Purchaser, through its officers,
employees and representatives (including, without limitation, its legal advisors
and accountants), the properties, businesses, operations, books and records
of TPC and Ocensa as the Purchaser reasonably requests and the Seller shall make
extracts  and copies of such books and records for delivery to the Purchaser, to
the  extent  the  Seller  may  do  so  in  compliance  with  Law  and applicable
contractual  requirements.  Any  such  investigation  and  examination  shall be
conducted  during regular business hours and under reasonable circumstances, and
the Seller shall cooperate, and shall cause TPC to cooperate, fully therein.  No
investigation  by  the  Purchaser  prior  to or after the date of this Agreement
shall  diminish  or obviate any of the representations, warranties, covenants or
agreements  of  the  Seller contained in this Agreement or the Seller Documents.

7.2     Consents.  The  Seller  and  Purchaser  shall  use  their  commercially
        --------
reasonable  efforts  to obtain at the earliest practicable date all consents and
approvals  required  to  consummate  the  transactions  contemplated  by  this
Agreement, including, without limitation, the consents and approvals referred to
in  Section  5.6(b)  hereof  and  required  by  Article  Ten  of the Ocensa
Agreement.

7.3          Other  Actions.
             --------------
(a)     Each  of  the  Seller  and  the  Purchaser  shall  use  its commercially
reasonable  efforts  to  (i)  take  all  actions  necessary  or  appropriate  to
consummate  the  transactions  contemplated by this Agreement and (ii) cause the
fulfillment  at  the earliest practicable date of all of the conditions to their
respective  obligations  to  consummate  the  transactions  contemplated by this
Agreement.

(b)     Effective  as  of the Closing, the Seller shall enter into and cause TPC
to  enter  into, as applicable, and the Purchaser shall enter into and cause its
Affiliates  to  enter into, as applicable, agreements terminating the following:
(i) Acknowledgement Agreement dated February 2, 1998, between the Seller and the
Purchaser,  (ii)  Confirmation of Initial Shipper Group Status dated February 2,
1998 among Triton Colombia, Inc., TPC, Triton Energy Corporation and the Seller,
and  (iii)  Confirmation  of Initial Shipper and Throughput Obligor Status dated
February 2, 1998 among Triton Colombia, Inc., TPC, Triton Energy Corporation and
the  Seller.

7.4     Confidentiality.  Each  of  the Seller and Purchaser hereto acknowledges
        ---------------
to the other party that all information or documentation that any of the parties
provided  to the other before, on or after the Closing Date, or that one of
the  parties  would  have  provided  in  the  course  of the negotiation of this
Agreement,  with  the  exception  of the information that is publicly available,
shall  be  treated  as  confidential and owned by such party and it shall not be
disclosed  to  third  parties  (except  to  legal and financial advisors of each
party)  without  the  consent of the party that delivered the information or the
document,  except  as  required  by  applicable  Law.

7.5     Publicity.  Neither  the  Seller nor the Purchaser shall issue any press
        ---------
release  or  public  announcement  concerning this Agreement or the transactions
contemplated  hereby  without  obtaining the prior written approval of the other
party  hereto,  unless,  in  the  sole  judgment of the Purchaser or the Seller,
disclosure is otherwise required by applicable Law, provided that, to the extent
required  by applicable Law, the party intending to make such release shall
use  its  best  efforts  consistent with such applicable Law to consult with the
other  party  with  respect  to  the  text  thereof.

7.6        Conduct of the Business.Except as otherwise expressly contemplated by
           -----------------------
this Agreement or with the prior written consent of the Purchaser, from the date
hereof  through  and  including  the Closing Date, the Seller shall not and
shall  cause  TPC  not  to:

               (a)  conduct  the  business  of  TPC  other  than in the ordinary
course  consistent  with  past  practice;

               (b)  transfer,  issue,  sell or dispose of any shares of capital
stock  or  other  securities  of  TPC or grant options, warrants, calls or other
rights  to  purchase  or  otherwise acquire shares of the capital stock or other
securities  of  TPC;

               (c)  effect  any  recapitalization, reclassification, stock split
or  like  change  in  the  capitalization  of  TPC;

               (d)  amend the memorandum of association, articles of association
or  comparable  organizational  documents  or  statutory  books  of  TPC;

               (e)  subject to any Lien any of the properties or assets (whether
tangible  or  intangible)  of  TPC;

               (f)  acquire  any  material properties or assets for TPC or sell,
assign,  transfer,  convey,  lease  or  otherwise dispose of any of the material
properties  or  assets  of  TPC;  or

               (g)  agree  to  do  anything  prohibited  by  this  Section  7.6.
                                                                   ------------


                                  ARTICLE  VIII

                              CONDITIONS TO CLOSING

8.1     Conditions Precedent to Obligations of the Purchaser.  The obligation of
        ----------------------------------------------------
the Purchaser to consummate the transactions contemplated by this Agreement
is  subject  to the fulfillment, on or prior to the Closing Date, of each of the
following  conditions  (any  or  all  of which may be waived by the Purchaser in
whole  or  in  part  to  the  extent  permitted  by  applicable  Law):

(a)     all  representations and warranties of the Seller contained herein shall
be  true  and  correct  in  all  material  respects  as  of  the  Closing  Date;

(b)     the  Seller  shall  have performed and complied in all material respects
with  all agreements and obligations and covenants required by this Agreement to
be  performed  or  complied  with  by  it  on  or  prior  to  the  Closing Date;

(c)     the  Purchaser  shall  have  been furnished with certificates (dated the
Closing Date and in form and substance reasonably satisfactory to the Purchaser)
executed  by  the  Seller  certifying  as  to  the fulfillment of the conditions
specified  in  Sections  8.1(a)  and  8.1(b)  hereof;

(d)     the  Seller  shall  have  delivered a duly completed and signed transfer
form  in favor of the Purchaser or its designee of the TPC Shares, together with
the  relative  certificates representing 100% of the TPC Shares.  The TPC Shares
shall  have  been,  or  shall  at  the  Closing  Date  be, validly delivered and
transferred to the Purchaser, free and clear of any and all Liens, other than as
set  forth  in  the  Ocensa  Agreement;

(e)     the Seller shall have delivered to the Purchaser all of the certificates
representing  the  Ocensa  Shares,  free  and clear of any Liens granted by
Seller;

(f)     no  Legal  Proceedings shall have been instituted or threatened or claim
or  demand  made  against  the  Seller  or  the Purchaser seeking to restrain or
prohibit  or  to  obtain substantial damages with respect to the consummation of
the transactions contemplated hereby, and there shall not be in effect any Order
by  a Governmental Body of competent jurisdiction restraining, enjoining or
otherwise  prohibiting the consummation of the transactions contemplated hereby;

(g)     the  Purchaser  and  Seller shall have obtained all consents and waivers
referred  to  in Section 5.6(b) hereof, in a form reasonably satisfactory to the
Purchaser,  with  respect to the transactions contemplated by this Agreement and
the  Seller  Documents  including,  without limitation, the consents required by
Article  Ten  of  the  Ocensa  Agreement;  and

(h)     the  Seller  shall  have delivered to the Dividend Trustee in accordance
with Section 4.16 of the Dividend Trust Agreement written notice of the transfer
of the TPC Shares as provided in this Agreement and the Seller shall have caused
to  be  delivered  to such Dividend Trustee valid revocation of any instructions
with  regard  to  the  payment  of Distributions pursuant to such Dividend Trust
Agreement, including without limitation the instructions dated February 2, 1998.

8.2     Conditions  Precedent  to  Obligations of the Seller.  The obligation of
        ----------------------------------------------------
the  Seller  to  consummate  the  transactions contemplated by this Agreement is
subject  to  the  fulfillment,  on  or prior to the Closing Date, of each of the
following  conditions  (any or all of which may be waived by the Seller in whole
or  in  part  to  the  extent  permitted  by  applicable  Law):

(a)     all  representations  and  warranties  of the Purchaser contained herein
shall  be  true  and  correct  in  all material respects as of the Closing Date;

(b)     the Purchaser shall have performed and complied in all material respects
with all obligations and covenants required by this Agreement to be performed or
complied  with  by  it  on  or  prior  to  the  Closing  Date;

(c)     the  Seller  shall  have  been  furnished  with  certificates (dated the
Closing  Date  and  in form and substance reasonably satisfactory to the Seller)
executed  by  the  Purchaser  certifying as to the fulfillment of the conditions
specified  in  Sections  8.2(a)  and  8.2(b)  hereof;

(d)     the  Seller  shall  have  obtained  all  consents  and  waivers, if any,
referred  to  in Section 5.6(b) hereof, in a form reasonably satisfactory to the
Seller,  with  respect  to  the  transactions  contemplated  by  this Agreement;

(e)     no  Legal  Proceedings shall have been instituted or threatened or claim
or  demand  made  against  the  Seller  or  the Purchaser seeking to restrain or
prohibit  or  to  obtain substantial damages with respect to the consummation of
the transactions contemplated hereby, and there shall not be in effect any Order
by  a  Governmental  Body  of  competent  jurisdiction restraining, enjoining or
otherwise  prohibiting the consummation of the transactions contemplated hereby;
and

(f)     the  Seller  has  received the Purchase Price in the manner specified in
Section  3.2  hereof.


                                   ARTICLE  IX

                            DOCUMENTS TO BE DELIVERED

9.1          Documents  to  be  Delivered  by  the  Seller.
             ---------------------------------------------
(a)     At  the  Closing, the Seller shall deliver, or cause to be delivered, to
the  Purchaser  the  following:

(i)     share certificates representing the TPC Shares, a share transfer form as
     required by the Articles of Association of TPC, and a certified copy of the
Register of Members of TPC showing Purchaser as the registered holder of the TPC
Shares;

(ii)          stock  certificates  representing  the  Ocensa  Shares;

(iii)          the  certificate  referred  to  in  Section  8.1(c)  hereof;

(iv)     copies  of  all  consents  and  waivers  referred  to in Section 8.1(e)
hereof;

(v)     the  opinions  of Walkers and Weil, Gotshal & Manges LLP, counsel to the
Seller,  in  form  and  substance  reasonably  satisfactory  to  the  Purchaser;

(vi)          the  Seller  Documents;  and

(vii)          such  other  documents as the Purchaser shall reasonably request.

9.2     Documents  to  be  Delivered  by  the  Purchaser.  At  the  Closing, the
        ------------------------------------------------
Purchaser  shall deliver, or cause to be delivered, to the Seller the following:

(i)          the  certificate  referred  to  in  Section  8.2(c)  hereof;

(ii)     copies  of  all  consents  and  waivers  referred  to in Section 8.1(e)
hereof;

(iii)     the  opinions  of  Maples  and  Calder and Simpson Thacher & Bartlett,
counsel  to  the Purchaser, in form and substance reasonably satisfactory to the
Seller;

(iv)          the  Purchaser  Documents;  and

(v)          such  other  documents  as  the  Seller  shall  reasonably request.


                                   ARTICLE  X

                                  MISCELLANEOUS

10.1     Payment  of  Sales,  Use  or  Similar Taxes.  All sales, use, transfer,
         -------------------------------------------
intangible,  recordation,  documentary stamp or similar Taxes or charges, of any
nature  whatsoever,  applicable  to,  or  resulting  from,  the  transactions
contemplated  by  this  Agreement  shall  be  borne  by  the  Purchaser.

10.2     Survival  of Representations and Warranties.  The parties hereto hereby
         -------------------------------------------
agree  that  the  representations and warranties and covenants contained in this
Agreement  or in any certificate, document or instrument delivered in connection
herewith,  shall  remain in full force and effect after the Closing Date (except
insofar  as  they  set  out  obligations  that  have been fully performed at the
Closing  Date).

10.3     Expenses.  Each  party  agrees  to pay its own fees, costs and expenses
         --------
and  those  of  its representatives, and on or about the Closing Date the Seller
agrees  to  pay  all  fees,  costs and expenses of TPC and  its representatives,
incurred  in connection with the negotiation and execution of this Agreement and
the Seller Documents or Purchaser Documents, as applicable, and the consummation
of  the  transactions  contemplated  hereby  and  thereby.

10.4     Further  Assurances.  The  Seller  and  the  Purchaser  each  agrees to
         -------------------
execute  and  deliver  such other documents or agreements and to take such other
action  as  may  be  reasonably necessary or desirable for the implementation of
this Agreement and the consummation of the transactions contemplated hereby.  At
the  Closing,  the  Seller shall deliver to the Purchaser, TPC or any other
Person  designated  by  TPC or the Purchaser, the statutory books, minute books,
books  of  account  and  documents of record of TPC, and all other documents and
property  of  TPC  in  the possession of the Seller.  Following the Closing, the
Purchaser  and  the Seller shall each provide the other at Seller's expense with
such  assistance  as may reasonably be requested by either of them in connection
with  the  preparation  of  any  financial  statement  or  Tax  return.

10.5          Submission  to  Jurisdiction;  Consent  to  Service  of  Process.
              ----------------------------------------------------------------
(a)     The  parties  hereto  hereby  irrevocably  submit  to  the non-exclusive
jurisdiction  of any federal or state court located within the State of New York
over  any  dispute  arising  out  of or relating to this Agreement or any of the
transactions  contemplated  hereby and each party hereby irrevocably agrees that
all  claims in respect of such dispute or any suit, action or proceeding related
thereto  may  be  heard  and  determined  in  such  courts.  The  parties hereby
irrevocably  waive,  to  the  fullest  extent  permitted  by applicable law, any
objection  which  they  may  now or hereafter have to the laying of venue of any
such  dispute brought in such court or any defense of inconvenient forum for the
maintenance  of such dispute.  Each of the parties hereto agrees that a judgment
in  any  such  dispute  may  be  enforced  in other jurisdictions by suit on the
judgment  or  in  any  other  manner  provided  by  law.

(b)     Each  of  the  parties hereto hereby consents to process being served by
any  party to this Agreement in any suit, action or proceeding by the mailing of
a  copy  thereof  in  accordance  with  the  provisions  of  Section  10.9.

10.6     Entire  Agreement;  Amendments  and  Waivers.  This Agreement (together
         --------------------------------------------
with  any  documents  referred  to  herein  or executed contemporaneously by the
parties  in  connection  herewith) constitutes the whole arrangement between the
parties  hereto  and  supersedes any previous agreements or arrangements between
them  relating  to  the  subject  matter hereof.  No amendment to this Agreement
shall  be  effective  unless  made  in  writing  and  signed  by duly authorized
representatives  of  the  Purchaser  and  the  Seller.

10.7     Governing  Law.  THE  AGREEMENT  SHALL  BE GOVERNED BY AND CONSTRUED IN
         --------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT
OF  LAWS  PROVISIONS  THEREOF.

10.8     Table  of  Contents  and  Headings.  The  table of contents and section
         ----------------------------------
headings  of  this Agreement are for reference purposes only and are to be given
no  effect  in  the  construction  or  interpretation  of  this  Agreement.

10.9     Notices.  All  notices  and  other  communications under this Agreement
         -------
shall  be  in  writing  and  shall  be deemed given when delivered personally or
mailed  by  certified  mail, return receipt requested, to the parties (and shall
also be transmitted by facsimile to the Persons receiving copies thereof) at the
following addresses (or to such other address as a party may have specified
by  notice  given  to  the  other  party  pursuant  to  this  provision):


     If  to  Seller,  to:

     The  Strategic  Transaction  Company
     Elizabethan  Square
     P.O.  Box  1984
     George  Town,  Grand  Cayman
     Cayman  Islands,  B.W.I.
     Attention:    Ms.  Marlene  Blake
     Telephone:    (809)  949-8244
     Telecopy:    (809)  949-8178

     If  to  the  Purchaser,  to:

     Triton  International  Petroleum,  Inc.
     c/o  Triton  Energy
     6688  North  Central  Expressway
     Suite  1400
     Dallas,    TX  75206
     Attention:  Legal  Department
     Telephone:    (214)  691-5200
     Telecopy:    (214)  691-0198


10.10     Severability.  If  any  provision  of  this  Agreement  is  invalid or
          ------------
unenforceable,  the  balance  of  this  Agreement  shall  remain  in  effect.

10.11     Binding  Effect; Assignment.  This Agreement shall be binding upon and
          ---------------------------
inure  to  the  benefit  of  the  parties  and  their  respective successors and
permitted  assigns.  Nothing  in  this  Agreement  shall  create or be deemed to
create  any  third  party  beneficiary  rights in any Person not a party to this
Agreement  except as provided in Section 10.3 hereof and this Section 10.11.  No
assignment  of  this  Agreement or of any rights or obligations hereunder may be
made  by  either  the Seller or the Purchaser (by operation of Law or otherwise)
without  the  prior  written consent of the other party hereto and any attempted
assignment without the required consents shall be void.  Upon any such permitted
assignment,  the  references  in this Agreement to the Purchaser shall also
apply  to  any  such  assignee  unless  the  context  otherwise  requires.

10.12     Counterparts.  This Agreement may be executed in counterparts, each of
          ------------
which  shall  constitute  an  original,  but  all  of  which shall together
constitute  one  Agreement.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by their respective officers thereunto duly authorized, as of the date
first  written  above.
                                            THE  STRATEGIC  TRANSACTION  COMPANY


                                            By:
                                            Name:
                                            Title:



                                            TRITON INTERNATIONAL PETROLEUM, INC.


                                            By:
                                            Name:
                                            Title:


AGREED  AND  ACCEPTED:

TRITON  PIPELINE  COLOMBIA,  INC.


By:
Name:
Title: