ARTICLES OF MERGER
                                    OF
                       VICTORIA PETROLEUM USA, INC.
                                   INTO
                      KESTREL ENERGY CALIFORNIA, INC.

     The undersigned corporations, pursuant to Section 7-111- 101 of the
Colorado Revised Statutes, hereby execute the following Articles of
Merger:

                                ARTICLE ONE

     The names of the corporations proposing to merge and the names of the
states under the laws of which such corporations are organized are as
follows:

               Name of Corporation               State of Incorporation
               -------------------               ----------------------

           Victoria Petroleum USA, Inc.                 Colorado
         Kestrel Energy California, Inc.                Colorado

                                ARTICLE TWO

     The Agreement and Plan of Merger under which the corporations propose
to merge is attached hereto as Exhibit A.

                               ARTICLE THREE

     The surviving corporation shall be Kestrel Energy California, Inc.
("KEC").

                               ARTICLE FOUR

     The Articles of Incorporation of KEC shall be the Articles of
Incorporation of the surviving corporation.

                               ARTICLE FIVE

     As to each corporation, the number of shares voted for the Agreement
and Plan of Merger was sufficient for approval.

                                ARTICLE SIX

     The Effective Date of the merger is upon the filing of these Articles
of Merger with the Secretary of State of the State of Colorado.

     IN WITNESS WHEREOF each of undersigned corporations has caused these
Articles of Merger to be executed in its name on this 5th day of May,
2000.

                                   VICTORIA PETROLEUM USA, INC.


                                   By/s/Robert J. Pett
                                        Robert J. Pett, President


                                   KESTREL ENERGY CALIFORNIA, INC.


                                   By/s/ Timothy L. Hoops
                                        Timothy L. Hoops, President


                                 EXHIBIT A

                       AGREEMENT AND PLAN OF MERGER

                               by and among

                         VICTORIA PETROLEUM N.L.,

                       VICTORIA PETROLEUM USA, INC.,
                       A WHOLLY OWNED SUBSIDIARY OF
                  VICTORIA INTERNATIONAL PETROLEUM N.L.,

                                    AND

                      KESTREL ENERGY CALIFORNIA, INC.
             A WHOLLY-OWNED SUBSIDIARY OF KESTREL ENERGY, INC.

                                   dated

                                May 5, 2000






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

                                                                      Page
                                                                      ----

SECTION 1. THE MERGER                                            1

   1.1    ACTIONS TO BE TAKEN                                    1
   1.2    CONVERSION OF KEC SECURITIES                           2
   1.3    EXCHANGE OF CERTIFICATES                               3
   1.4    LEGEND ON VP CERTIFICATES ISSUED IN CONVERSION OF
          THE KEC COMMON STOCK                                   3
   1.5    FILING OF ARTICLES OF MERGER                           3

SECTION 2. REPRESENTATIONS AND WARRANTIES OF KESTREL AND KEC     3

   2.1    CORPORATE ORGANIZATION AND GOOD STANDING               3
   2.2    CAPITALIZATION                                         3
   2.3    OBLIGATION TO ISSUE ADDITIONAL SECURITIES              4
   2.4    AUTHORIZATION, EXECUTION AND DELIVERY                  4
   2.5    FINANCIAL INFORMATION                                  4
   2.6    ABSENCE OF CERTAIN CHANGES                             4
   2.7    LITIGATION, ETC.                                       5
   2.8    CONTRACTS                                              5
   2.9    TITLE                                                  5
   2.10   TAX RETURNS                                            5
   2.11   NO VIOLATION                                           5
   2.12   BOOKS AND RECORDS                                      5
   2.13   DISCLOSURE                                             6
   2.14   BROKER'S OR FINDER'S FEES                              6
   2.15   VP COMMON STOCK RECEIVED IN EXCHANGE                   6
   2.16   DUE DILIGENCE                                          6

SECTION 3. REPRESENTATIONS AND WARRANTIES OF VP AND VP/USA       6

   3.1    CORPORATE ORGANIZATION                                 6
   3.2    CAPITALIZATION.                                        7
   3.3    AUTHORIZATION, EXECUTION AND DELIVERY                  7
   3.4    FINANCIAL INFORMATION                                  7
   3.5    ABSENCE OF CERTAIN CHANGES                             7
   3.6    LITIGATION                                             8
   3.7    CONTRACTS                                              8
   3.8    TITLE                                                  8
   3.9    TAX RETURNS                                            8
   3.10   NO VIOLATION                                           8
   3.11   BOOKS AND RECORDS                                      8
   3.12   DISCLOSURE                                             8
   3.13   BROKER'S OR FINDER'S FEES                              9
   3.14   CONTINUITY OF BUSINESS ENTERPRISE                      9
   3.15   OWNERSHIP OF KEC COMMON STOCK BY VP                    9
   3.16   KEC COMMON STOCK AND ASSETS                            9
   3.17   KEC OWNERSHIP INTERESTS FOLLOWING THE MERGER           9
   3.18   INTENTION TO REACQUIRE VP COMMON STOCK BY VP           10
   3.19   BUSINESS ACTIVITY OF VP                                10
   3.20   REPORTING REQUIREMENTS                                 10

SECTION 4. CONDUCT OF KEC PENDING THE EFFECTIVE DATE             10

   4.1    REGULAR COURSE OF BUSINESS                             10
   4.2    RESTRICTED ACTIVITIES AND TRANSACTIONS                 10
   4.3    ADVICE OF CHANGES                                      11
   4.4    ACCESS TO RECORDS AND PROPERTIES                       11
   4.5    GUARANTEE OF KEC'S OBLIGATIONS                         11

SECTION 5. CONDUCT OF VP AND VP/USA PENDING THE EFFECTIVE
           DATE                                                  12

   5.1    REGULAR COURSE OF BUSINESS                             12
   5.2    RESTRICTED ACTIVITIES AND TRANSACTIONS                 12
   5.3    ADVICE OF CHANGES                                      12
   5.4    ACCESS TO RECORDS AND PROPERTIES                       13
   5.5    GUARANTEE OF VP/USA OBLIGATIONS                        13

SECTION 6. MUTUAL COVENANTS                                      13

   6.1    CONFIDENTIALITY                                        13
   6.2    INTERCORPORATE DEBT                                    14
   6.3    INVESTMENT COMPANY STATUS                              14
   6.4    EXPENSES                                               14
   6.5    FAIR MARKET VALUE OF VP AND KEC                        14
   6.6    FURTHER ASSURANCES                                     14

SECTION 7. CONDITIONS PRECEDENT TO OBLIGATION OF KEC             14

   7.1    VP AND VP/USA REPRESENTATIONS AND WARRANTIES           14
   7.2    VP AND VP/USA COVENANTS                                15
   7.3    GUARANTEE OF VP/USA OBLIGATIONS                        15
   7.4    OPINION OF VP'S COUNSEL                                15
   7.5    ACCOUNTANT'S LETTER                                    15

SECTION 8. CONDITIONS PRECEDENT TO OBLIGATION OF VP              16

   8.1    KEC'S REPRESENTATIONS AND WARRANTIES                   16
   8.2    KEC'S COVENANTS                                        16
   8.3    GUARANTEE OF KEC OBLIGATIONS                           16
   8.4    OPINION OF KEC'S COUNSEL                               16
   8.5    ACCOUNTANT'S LETTER                                    17
   8.6    DUE DILIGENCE                                          17

SECTION 9. NOTICE OF EVENTS                                      17

SECTION 10. TERMINATION                                          17

   10.1   CIRCUMSTANCES OF TERMINATION                           17
   10.2   EFFECT OF TERMINATION                                  18

SECTION 11. GENERAL PROVISIONS                                   18

   11.1   FURTHER ASSURANCES                                     18
   11.2   WAIVER                                                 18
   11.3   ENTIRE AGREEMENT                                       18
   11.4   HEADINGS                                               18
   11.5   GOVERNING LAW                                          18
   11.6   ASSIGNMENT                                             19
   11.7   COUNTERPARTS                                           19

SECTION 12. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS    19

SECTION 13. INDEMNITY AGREEMENTS OF VP AND KEC                   19

SECTION 14. OTHER AGREEMENTS                                     19

   14.1   PUBLIC DISCLOSURE                                      19
   14.2   NOTICES                                                19
   14.3   BINDING EFFECT                                         20
   14.4   ENTIRE AGREEMENT                                       20
   14.5   SCHEDULES AND EXHIBITS                                 21
   14.6   APPLICABLE LAW AND JURISDICTION                        21
   14.7   NO BENEFIT TO THIRD PARTIES                            21
   14.8   COUNTERPARTS                                           21
   14.9   ACKNOWLEDGEMENTS                                       21





                          Exhibits and Schedules
                          ----------------------

Exhibit 1.1(b)   Articles of Incorporation for KEC
Exhibit 1.1(c)   Bylaws for KEC
Schedule 1.1(d)  Officers of Surviving Corporation
Schedule 1.4     Restrictive Legends
Schedule 2.5     Liabilities of KEC
Schedule 2.6     Material Changes to KEC
Schedule 2.7     Litigation Matters of KEC
Schedule 2.8     Contracts of KEC
Schedule 2.9     Mortgages, Encumbrances or Liens on KEC Properties
Schedule 3.2     List of VP Options
Schedule 3.5     Material Changes to VP and VP/USA
Schedule 3.6     Litigation Matters Pending for VP and VP/USA
Schedule 3.7     Contracts of VP and VP/USA
Schedule 3.8     Mortgages, Encumbrances or Liens on VP Properties


                       AGREEMENT AND PLAN OF MERGER
                       ----------------------------

     AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of May 5, 2000,
by and among Victoria Petroleum N.L. ("VP"), an Australian corporation,
Victoria Petroleum USA, Inc. ("VP/USA"), a Colorado corporation and wholly-
owned subsidiary of Victoria International Petroleum N.L. ("VIP"), an
Australian corporation and wholly-owned subsidiary of VP, and Kestrel
Energy California, Inc. ("KEC"), a Colorado corporation and wholly-owned
subsidiary of Kestrel Energy, Inc. ("Kestrel"), a Colorado corporation.

                                 RECITALS
                                 --------

     A.   The respective Boards of Directors of VP, VIP, VP/USA, KEC and
Kestrel deem it advisable and generally in the best interests and to the
advantage of each corporation, and their respective shareholders, that VP
acquire KEC by the merger of KEC into VP/USA under the terms and
conditions hereinafter set forth, in a transaction intended to qualify as
a tax-free reorganization under Section 368(a)(2)(E) of the Internal
Revenue Code of 1986, as amended (the "Code").

     B.   VIP is a flow through entity for U. S. federal income tax
purposes as a result of having filed Form 8832, Entity Classification
Election with the U. S. Internal Revenue Service, and for purposes of this
Agreement, is disregarded and not a party to this transaction.

     C.   The parties acknowledge that the Boards of Directors of VP,
VP/USA, KEC and Kestrel have common members who serve on each Board and in
order to avoid conflicts of interests between the parties, a committee of
independent directors from each corporation negotiated the terms of this
transaction with the assistance of independent consultants.

     D.   The Boards of Directors of VP, VP/USA and KEC expect that this
transaction will further certain of their business objectives and have
adopted resolutions authorizing the transactions contemplated by this
Agreement.

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties and covenants contained herein,
the parties hereto, intending to be legally bound, hereby agree as
follows:

                          SECTION 1.  THE MERGER
                          ----------------------

     1.1  ACTIONS TO BE TAKEN.  Subject to the terms and conditions of
this Agreement, including the fulfillment (or waiver) of all conditions to
the obligations of the parties contained herein, at the Effective Time (as
hereinafter defined) and pursuant to the laws of the State of Colorado,
the following shall occur:

          (a)  KEC shall be merged with and into VP/USA (such transaction
hereafter referred to as the "Merger"), and KEC shall be the surviving
corporation (the "Surviving Corporation").  The separate existence and
corporate organization of VP/USA shall cease upon filing of the Articles
of Merger with the Colorado Secretary of State, and thereupon KEC and
VP/USA shall be a single corporation and will continue to be governed by
the laws of the State of Colorado.

          (b)  The Articles of Incorporation of KEC attached as Exhibit
1.1(b) hereto shall constitute the articles of incorporation of the
Surviving Corporation.

          (c)  The Bylaws of KEC in the form attached as Exhibit 1.1(c)
shall constitute the bylaws of the Surviving Corporation.

          (d)  The officers of KEC shall resign as of the Effective Time
and the persons set forth on Schedule 1.1(d) shall be the officers of the
Surviving Corporation until their successors shall have been elected and
qualified.

          (e)  As soon as practicable following fulfillment or waiver of
the conditions specified in Sections 7 and 8 hereof, and provided that
this Agreement has not been terminated or abandoned pursuant to Section
11, the parties will cause the Agreement and Plan of Merger ("Merger
Agreement") to be filed with the office of the Secretary of State of the
State of Colorado.  Subject to and in accordance with the laws of the
State of Colorado, the Merger will become effective at the date and time
the Articles of Merger are filed with the office of the Secretary of State
of the State of Colorado or such later time or date as may be specified in
the Articles of Merger (the "Effective Time").  Each of the parties will
use its best efforts to cause the Merger to be consummated as soon as
practicable following the fulfillment or waiver of the conditions
specified in Sections 7 and 8 hereof.

     1.2  CONVERSION OF KEC SECURITIES.  The mode of carrying the merger
into effect and the manner and basis of converting the shares of KEC into
shares of VP are as follows:

          (a)  For and in consideration of the exchange of all shares of
KEC Common Stock, no par value per share, issued and outstanding on the
Effective Date:

               (1)  VP will issue and deliver to VP/USA 66,750,000 shares
of  Common Stock to be transferred to Kestrel, as sole shareholder of all
issued and outstanding KEC Common Stock, in exchange for 1,000 shares of
KEC Common Stock issued and outstanding at the Effective Time.

               (2)  The fair market value of the VP Common Stock received
by  Kestrel will be approximately equal to the fair market value of the
KEC Common Stock surrendered in the exchange.

          (b)  Each certificate evidencing ownership of shares of VP
Common Stock issued and outstanding on the Effective Date shall continue
to evidence ownership of the same number of shares of VP Common Stock as
before the Effective Date.

     1.3  EXCHANGE OF CERTIFICATES.  Kestrel, as holder of all outstanding
certificate(s) representing shares of KEC Common Stock shall surrender the
same to VP, and shall receive in exchange a certificate or certificates
representing 66,750,000 shares of VP Common Stock into which the shares of
KEC Common Stock represented by the certificate(s) so surrendered shall
have been converted.

     1.4  LEGEND ON VP CERTIFICATES ISSUED IN CONVERSION OF THE KEC COMMON
STOCK.  Except as set forth on Schedule 1.4, the certificate(s)
representing shares of VP Common Stock issued in conversion of the KEC
Common Stock shall bear no restrictions or limitations on the resale or
trading thereof, except those that may be imposed by the Australian Stock
Exchange, notwithstanding VP's best efforts to persuade the Australian
Stock Exchange not to impose any such restrictions.

     1.5  FILING OF ARTICLES OF MERGER.  As soon as practicable after the
Effective Date, VP/USA and KEC shall, in accordance with Section 1.1(e),
cause the Articles of Merger to be filed with the Secretary of State of
the State of Colorado.  KEC, Kestrel, VP/USA and VP will take such other
and further actions as may be required by the applicable laws of Colorado
in connection with such filing and in order to complete the Merger.

       SECTION 2.  REPRESENTATIONS AND WARRANTIES OF KESTREL AND KEC
       -------------------------------------------------------------

     Kestrel and KEC represent and warrant that:

     2.1  CORPORATE ORGANIZATION AND GOOD STANDING.  Kestrel and KEC, a
subsidiary of Kestrel, are corporations duly organized, validly existing
and in good standing under the laws of the State of Colorado and each has
all requisite corporate power and authority to own, operate and lease its
properties and to conduct its business as it is now being conducted.
Kestrel and KEC are duly qualified or licensed as a foreign corporation in
each other jurisdiction where each owns or leases substantial properties,
except where the failure to be so qualified or licensed would not have a
material adverse effect on the financial condition, properties or
businesses of Kestrel or KEC taken as a whole.  Kestrel and KEC have each
delivered to VP a true and complete copy of their Articles of
Incorporation and Bylaws.

     2.2  CAPITALIZATION.  The authorized capital stock of KEC consists of
10,000 shares of Common Stock, no par value per share ("KEC Common
Stock").  As of the date of this Agreement, there are 1,000 shares of KEC
Common Stock issued and outstanding.  All of the outstanding shares of KEC
Common Stock have been validly issued and are fully paid and nonassessable
and owned by Kestrel.  Except as set forth above, KEC does not have any
shares of its capital stock issued or outstanding. There are no options,
warrants or rights outstanding to purchase shares of KEC Common Stock.

     2.3  OBLIGATION TO ISSUE ADDITIONAL SECURITIES.  At the Effective
Date of this Merger, KEC will not have outstanding any warrants, options,
convertible securities, or any other type of right pursuant to which any
person could acquire stock in KEC that, if exercised or converted, would
affect VP's acquisition or retention of control of KEC, as defined in
Section 368(c)(1) of the Internal Revenue Code. Furthermore KEC has no
plan or intention to issue additional shares of its common stock which
would result in VP losing control of KEC.

     2.4  AUTHORIZATION, EXECUTION AND DELIVERY.  Kestrel and KEC each has
the corporate power to enter into this Agreement and to carry out its
obligations hereunder.  The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have been duly
authorized by the Boards of Directors of Kestrel and KEC, and its sole
shareholder, and no other corporate proceedings on the part of Kestrel or
KEC is necessary to authorize this Agreement and the transactions
contemplated hereby.  Neither Kestrel nor KEC are not subject to or
obligated under any charter, bylaw or contract provision or any note,
mortgage, lease, agreement, bond, indenture, instrument, license,
franchise or permit, or subject to any order, judgment, injunction, writ
or decree, which would be breached or violated by the execution or
consummation of this Agreement. Other than in connection with or in
compliance with the provisions and requirements of the laws of the State
of Colorado, the Securities Act of 1933, and the securities or blue sky
laws of the various states, no authorization, consent or approval of, or
filing with, any public body or authority is necessary for the completion
by Kestrel or KEC of the transactions contemplated by this Agreement,
except for such authorizations, consents, approvals or filings, the
failure to obtain or make which would not have a material adverse effect
on KEC's business.

     2.5  FINANCIAL INFORMATION.  KEC has previously delivered to VP
accurate and complete financial information concerning its properties,
operations and prospects. Except to the extent reflected in or reserved
against in KEC's balance sheet as of December 31, 1999, KEC did not have
at that date any liabilities or obligations (secured, unsecured,
contingent or otherwise) of a nature customarily reflected in a corporate
balance sheet prepared in accordance with generally accepted accounting
principles ("Liabilities"). All Liabilities incurred subsequent to
December 31, 1999 are set forth in Schedule 2.5 hereto. On the Effective
Date, the fair market value of the assets of KEC will exceed the sum of
its liabilities, plus the amount of liabilities, if any, to which the
assets are subject.

     2.6  ABSENCE OF CERTAIN CHANGES.  Except as disclosed on Schedule
2.6, there has been no material adverse change in the business, properties
or financial condition of KEC since December 31, 1999.

     2.7  LITIGATION, ETC.  Except as disclosed on Schedule 2.7, there is
no litigation, proceeding or investigation pending or, to the knowledge of
KEC, threatened against KEC which if successful might result in a material
adverse change in the business, properties or financial condition of KEC
or which questions the validity or legality of this Agreement or of any
action taken or to be taken by KEC in connection with this Agreement.
Neither Kestrel nor KEC are under the jurisdiction of a court in a Title
11 or similar case within the meaning of Section 368(a) of the Internal
Revenue Code.

     2.8  CONTRACTS.  Except as disclosed on Schedule 2.8, KEC is not a
party to any material contract not in the ordinary course of business
which is to be performed in whole or in part at or after the date of this
Agreement.

     2.9  TITLE.  KEC has good and marketable title to all property
included in the balance sheet of KEC as of December 31, 1999 other than
property disposed of in the ordinary course of business after said date.
Except as disclosed on Schedule 2.8, the properties of KEC as previously
disclosed in writing to VP and VP/USA, including its rights to all
drilling interests, are not subject to any mortgage, encumbrance or lien
of any kind except minor encumbrances which do not materially interfere
with the use of the property in the conduct of the business of KEC.

     2.10 TAX RETURNS.  KEC has timely filed all required federal, state
and local tax returns and has no outstanding tax liabilities, including
but not limited to income, withholding, property and corporate franchise
taxes.

     2.11 NO VIOLATION.  Consummation of the merger will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease or agreement, or any order, judgment, decree,
law or regulation to which any property of KEC is subject or by which is
bound, except for breaches or defaults which in the aggregate would not
have a materially adverse effect on KEC's properties, business operations
or financial condition.

     2.12 BOOKS AND RECORDS.  The corporate minute books, stock
certificate books, stock registers and other corporate records of KEC are
correct and complete in all material respects, and the signatures
appearing on all documents contained therein are the true signatures of
the persons purporting to have signed the same.

     2.13 DISCLOSURE.  Neither this Agreement nor any Schedule, Exhibit or
certificate delivered in accordance with the terms hereof, or any document
or statement in writing which has been supplied by or on behalf of KEC or
by any of KEC's directors or officers, in connection with the transactions
contemplated hereby, contains any untrue statement of a material fact, or
omits any statement of a material fact necessary in order to make the
statements contained herein or therein not misleading.  There is no fact
or circumstance known to KEC which materially and adversely affects or
which may materially and adversely affect its business, prospects or
financial condition or its assets, which has not been set forth in this
Agreement, the Schedules, Exhibits, certificates or statements furnished
in writing to VP in connection with the transactions contemplated by this
Agreement.

     2.14 BROKER'S OR FINDER'S FEES.  No broker, finder or similar
intermediary is entitled to fees in connection with the transactions
contemplated by this Agreement by virtue of any action or agreement of
KEC.

     2.15 VP COMMON STOCK RECEIVED IN EXCHANGE.  To the best knowledge of
the management of KEC and Kestrel, there is no plan or intention by
Kestrel to sell, exchange or otherwise dispose of shares of VP Common
Stock received in the Merger that would reduce Kestrel's ownership of VP
Common Stock to a number of shares having a value, as of the Effective
Date, of less than 50 percent of the value of all of the formerly
outstanding stock of KEC as of the Effective Date.

     2.16 DUE DILIGENCE.  KEC has completed its due diligence review of
VP.

        SECTION 3.  REPRESENTATIONS AND WARRANTIES OF VP AND VP/USA
        -----------------------------------------------------------

     VP and VP/USA represent and warrant that:

     3.1  CORPORATE ORGANIZATION.  VP and VP/USA, a subsidiary of VP, are
corporations duly organized, validly existing and in good standing under
the laws of their respective jurisdictions of incorporation and each has
all requisite corporate power and authority to own, operate and lease its
properties and to conduct its business as it is now being conducted.  VP
and VP/USA are duly qualified or licensed as a foreign corporation in each
other jurisdiction where each owns or leases substantial properties,
except where the failure to be so qualified or licensed would not have a
material adverse effect on the financial condition, properties or
businesses of VP or VP/USA taken as a whole.  VP and VP/USA have each
delivered to KEC a true and complete copy of their Articles of
Incorporation and Bylaws.

     3.2  CAPITALIZATION.

          (a)  VP has 424,253,866 shares of no par value Common Stock
issued and outstanding, fully paid and nonassessable.

          (b)  Except as set forth above, VP does not have any shares of
its capital stock issued or outstanding.  Except as set forth on Schedule
3.2 hereof, VP does not have any outstanding subscriptions, options,
warrants, rights or other agreements or commitments obligating VP to issue
shares of its capital stock.

          (c)  The authorized capital stock of VP/USA consists of 4,000
shares of Common Stock, $250.00 par value per share, of which 4,000 shares
are issued and outstanding, all of which are owned of record and
beneficially by VP.

          (d)  To the best knowledge of VP management, VP's outstanding
securities have been issued in compliance with all applicable United
States and Australian securities laws.

     3.3  AUTHORIZATION, EXECUTION AND DELIVERY. VP and VP/USA each has
the corporate power to enter into this Agreement and to carry out its
obligations hereunder.  The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby has been duly
authorized and approved by the Boards of Directors of VP and VP/USA's and
by VP as the sole shareholder of VP/USA.  No other corporate proceedings
on the part of VP or VP/USA are necessary to authorize this Agreement and
the transactions contemplated hereby.

     3.4  FINANCIAL INFORMATION.  VP has previously furnished to KEC and
Kestrel accurate and complete financial information concerning its
properties, operations and prospects, as well as copies of all publicly
available information filed by VP with any government entity in connection
with its publicly traded securities. Except to the extent reflected or
reserved against in VP's balance sheet as of December 31, 1999, VP did not
have at that date any liabilities or obligations (secured, unsecured,
contingent or otherwise) of a nature customarily reflected in a corporate
balance sheet prepared in accordance with generally accepted accounting
principles ("Liabilities").

     3.5  ABSENCE OF CERTAIN CHANGES.  Except as disclosed on Schedule
3.5, There has been no material adverse change in the business, properties
or financial condition of VP since December 31, 1999.

     3.6  LITIGATION.  Except as disclosed on Schedule 3.6, there is no
litigation, proceeding or investigation pending or, to the knowledge of
VP, threatened against VP or VP/USA which if successful might result in a
material adverse change in the business, properties or financial condition
of VP or VP/USA or which questions the validity or legality of this
Agreement or of any action taken or to be taken by VP in connection with
this Agreement.

     3.7  CONTRACTS.  Except as disclosed on Schedule 3.7, VP is not a
party to any material contract not in the ordinary course of business
which is to be performed in whole or in part at or after the date of this
Agreement.

     3.8  TITLE.  VP has good and valid title to all property included in
the balance sheets of VP as of December 31, 1999, other than property
disposed of in the ordinary course of business after said date.   Except
as disclosed on Schedule 3.8, the properties of VP are not subject to any
mortgage, encumbrance or lien of any kind.

     3.9  TAX RETURNS.  VP has timely filed all required federal, state
and local tax returns and has no outstanding tax liabilities, including
but not limited to income, withholding, property and corporate franchise
taxes.

     3.10 NO VIOLATION.  Consummation of the merger will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease or agreement, or any order, judgment, decree,
law or regulation to which any property of VP is subject or by which VP is
bound, except for breaches or defaults which in the aggregate would not
have a materially adverse effect on VP's properties, business operations
or financial condition.

     3.11 BOOKS AND RECORDS.  The corporate minute books, stock
certificate books, stock registers and other corporate records of VP are
correct and complete in all material respects, and the signatures
appearing on all documents contained therein are the true signatures of
the persons purporting to have signed the same.

     3.12 DISCLOSURE.  Neither this Agreement nor any Schedule, Exhibit or
certificate delivered in accordance with the terms hereof, or any document
or statement in writing which has been supplied by or on behalf of VP or
by any of VP's directors or officers, in connection with the transactions
contemplated hereby, contains any untrue statement of a material fact, or
omits any statement of a material fact necessary in order to make the
statements contained herein or therein not misleading.  There is no fact
or circumstance known to VP which materially and adversely affects or
which may materially and adversely affect its business, prospects or
financial condition or its assets, which has not been set forth in this
Agreement, the Schedules, Exhibits, certificates or statements furnished
in writing to KEC in connection with the transactions contemplated by this
Agreement.

     3.13 BROKER'S OR FINDER'S FEES.  No broker, finder or similar
intermediary is entitled to fees in connection with the transactions
contemplated by this Agreement by virtue of any action or agreement of VP
or VP/USA.

     3.14 CONTINUITY OF BUSINESS ENTERPRISE.  VP will continue at least
one significant historic business line of KEC, or use at least a
significant portion of KEC's historic business assets in a business, in
each case within the meaning of Treasury Reg.  1.368-1(d).

     3.15 OWNERSHIP OF KEC COMMON STOCK BY VP.  VP does not own, nor has
it owned during the past five years, any share of KEC Common Stock.
Subsequent to the Merger, VP does not intend to dispose the KEC Common
Stock received or of substantially all of KEC's assets for at least five
(5)  years from the Effective Date.

     3.16 KEC COMMON STOCK AND ASSETS.  Neither VP/USA nor VP has a plan
or intention to: liquidate KEC; merge KEC into another corporation; cause
KEC to sell or dispose of the KEC Common Stock except for dispositions to
corporations controlled by VP; or cause KEC to sell or otherwise dispose
of any of its assets except for dispositions made in the ordinary course
of business or transfer of assets to a corporation controlled by KEC.

     3.17 KEC OWNERSHIP INTERESTS FOLLOWING THE MERGER.  Immediately
following the Effective Date, VP represents that KEC will continue to hold
at least 90 percent of the fair market value of its net assets held
immediately prior to the transaction, at least 70 percent of the fair
market value of its gross assets held immediately prior to the
transaction, and at least 90 percent of the fair market value of VP/USA's
net assets and at least 70 percent of the fair market value of VP/USA's
gross assets held immediately prior to the transaction. For purposes of
this representation, amounts by KEC or VP/USA to shareholders who receive
cash or other property, amounts used by KEC or VP/USA to pay
reorganization expenses, and all redemptions and distributions (except for
regular, normal dividends) made by KEC will be included as assets of KEC
or VP/USA, respectively, immediately prior to the Effective Date.

     3.18 INTENTION TO REACQUIRE VP COMMON STOCK BY VP.  VP has no plan or
intention to reacquire from Kestrel any of the VP Common Stock issued in
the transactions contemplated herein.

     3.19 BUSINESS ACTIVITY OF VP.  VP has conducted an active trade or
business outside of the United States for the entire 36 month period
immediately prior to the Effective Date, and has no intention to
substantially dispose of or discontinue such trade or business.

     3.20 REPORTING REQUIREMENTS.  VP and its foreign shareholders will
cooperate and comply with any United States reporting requirements that
may be required as a result of this Agreement by having KEC file all
disclosures as required by U.S. Treasury Regulation  1.367(a)-3(c)(1)
and (6).

           SECTION 4.  CONDUCT OF KEC PENDING THE EFFECTIVE DATE
           -----------------------------------------------------

     KEC covenants that between the date of this Agreement and the
Effective Date:

     4.1  REGULAR COURSE OF BUSINESS.  Except as otherwise  consented to
in writing by VP, prior to the Effective Time, KEC will carry on its
business in the ordinary course only, and, without limiting the generality
of the foregoing, KEC will use its best efforts to preserve its present
business organization intact, keep available the services of its present
officers and employees, and preserve its present relationships with
persons having business dealings with it.

     4.2  RESTRICTED ACTIVITIES AND TRANSACTIONS.  Except as otherwise
consented to in writing by VP, or contemplated by this Agreement, prior to
the Effective Date, KEC will not:

          (a)  amend its certificate or Articles of Incorporation or
Bylaws;

          (b)  issue, sell or deliver, or agree to issue, sell or deliver,
any shares of any class of capital stock or any securities convertible
into any such shares or convertible into securities in turn so
convertible, or any options, warrants or other rights calling for the
issuance, sale or delivery of any such shares or convertible securities,
declare or pay any dividend or make any distribution on its capital stock
in cash, stock or property, subdivide shares of capital stock into a
greater number of shares, or redeem, repurchase or otherwise acquire any
shares of capital stock;

          (c)  discharge or satisfy or pay any lien, encumbrance, debt or
obligation other than in the ordinary course of business;

          (d)  sell, transfer or otherwise dispose of any of its assets
otherwise than in the normal course of business;

          (e)  incur or assume or authorize or commit to any
expenditure(s) in excess of $25,000 in the aggregate other than in the
ordinary course of business;

          (f)  assume or guarantee, or agree to assume or guarantee, any
debt, liability or other obligation of any person, firm or corporation; or

          (g)  acquire control of any other corporation, association,
joint venture, partnership, business trust or other business entity, or
acquire control or ownership of all or a substantial portion of the assets
of any of the foregoing or merge, consolidate or otherwise combine with
any other corporation (except as provided for in this Agreement), or enter
into any agreement providing for any of the foregoing.

     4.3  ADVICE OF CHANGES.  Until the Effective Date, KEC will promptly
advise VP in writing after acquiring knowledge thereof, of (i) any event
occurring subsequent to the date of this Agreement which would render any
representation or warranty of KEC contained in this Agreement, if made on
or as of the date of such event or the Effective Time, untrue or
inaccurate in any material respect; and, (ii) any material adverse change
in KEC's business.

     4.4  ACCESS TO RECORDS AND PROPERTIES.  VP may, prior to the
Effective Date, through its employees, agents and representatives, make or
cause to be made a detailed review of the business and financial condition
of KEC, and make or cause to be made such investigation as it deems
necessary or advisable of the properties, assets, businesses, books and
records of KEC. KEC agrees to furnish such assistance as VP reasonably may
request in conducting such review and investigation and will provide, and
will cause its independent public accountants to provide, VP and its
employees, agents and representatives full access to all books, records
(including tax returns filed or in preparation), personnel and premises of
KEC and the work papers and other records of its independent public
accountants and shall provide to VP such other information concerning the
business of KEC as VP reasonably may request.  Any such review described
in this section shall be undertaken during normal business hours following
reasonable notice to KEC.

     4.5  GUARANTEE OF KEC'S OBLIGATIONS.  Kestrel shall cause KEC to
perform in a timely manner all of its obligations, and to comply with all
its agreements, in this Agreement and in the Articles of Merger.

      SECTION 5.  CONDUCT OF VP AND VP/USA PENDING THE EFFECTIVE DATE
      ---------------------------------------------------------------

     VP and VP/USA covenant that between the date of this Agreement and
the Effective Date:

     5.1  REGULAR COURSE OF BUSINESS.  Except as otherwise  consented to
in writing by KEC, prior to the Effective Time, VP and VP/USA will carry
on its respective businesses in the ordinary course only, and, without
limiting the generality of the foregoing, VP will use its best efforts to
preserve its present business organization intact, keep available the
services of its present officers and employees, and preserve its present
relationships persons having business dealings with it.

     5.2  RESTRICTED ACTIVITIES AND TRANSACTIONS.  Except as otherwise
consented to in writing by Kestrel and KEC, or contemplated by this
Agreement, prior to the Effective Date, neither VP nor VP/USA will:

          (a)  amend its certificate or articles of incorporation or
bylaws;

          (b)  issue, sell or deliver, or agree to issue, sell or deliver,
any shares of any class of capital stock or any securities convertible
into any such shares or convertible into securities in turn so
convertible, or any options, warrants or other rights calling for the
issuance, sale or delivery of any such shares or convertible securities,
declare or pay any dividend or make any distribution on its capital stock
in cash, stock or property, subdivide shares of capital stock into a
greater number of shares, or redeem, repurchase or otherwise acquire any
shares of capital stock;

          (c)  discharge or satisfy or pay any lien, encumbrance, debt or
obligation other than in the ordinary course of business;

          (d)  sell, transfer or otherwise dispose of any of its assets
otherwise than in the normal course of business;

          (e)  incur or assume or authorize or commit to any
expenditure(s) in excess of $25,000 in the aggregate other than in the
ordinary course of business;

          (f)  assume or guarantee, or agree to assume or guarantee, any
debt, liability or other obligation of any person, firm or corporation; or

          (g)  acquire control of any other corporation, association,
joint venture, partnership, business trust or other business entity, or
acquire control or ownership of all or a substantial portion of the assets
of any of the foregoing or merge, consolidate or otherwise combine with
any other corporation (except as provided for in this Agreement), or enter
into any agreement providing for any of the foregoing.

     5.3  ADVICE OF CHANGES.  VP will promptly advise Kestrel and KEC in
writing after acquiring knowledge thereof, of (i) any event occurring
subsequent to the date of this Agreement which would render any
representation or warranty of VP contained in this Agreement, if made on
or as of the date of such event or at the Effective Time, untrue or
inaccurate in any material respect; and, (ii) any material adverse change
in the business of VP and/or its VP/USA.

     5.4  ACCESS TO RECORDS AND PROPERTIES.  Kestrel and KEC may, prior to
the Effective Date, through its employees, agents and representatives,
make or cause to be made a detailed review of the business and financial
condition of VP, and make or cause to be made such investigation as it
deems necessary or advisable of the properties, assets, businesses, books
and records of VP. VP agrees to furnish such assistance as Kestrel or KEC
reasonably may request in conducting such review and investigation and
will provide, and will cause its independent public accountants to
provide, Kestrel and/or KEC and its respective employees, agents and
representatives full access to all books, records (including tax returns
filed or in preparation), personnel and premises of VP and the work papers
and other records of its independent public accountants and shall provide
to Kestrel and KEC such other information concerning the business of VP as
Kestrel and KEC reasonably may request.  Any such review described in this
section shall be undertaken during normal business hours following
reasonable notice to VP.

     5.5  GUARANTEE OF VP/USA OBLIGATIONS.  VP shall cause VP/USA to
perform in a timely manner all its obligations, and to comply with all its
agreements, in this Agreement and in the Articles of Merger.

                       SECTION 6.  MUTUAL COVENANTS
                       ----------------------------

     6.1  CONFIDENTIALITY.  VP, VP/USA, KEC and Kestrel will use their
best efforts to keep confidential any and all information furnished to one
of them by the other or such other's representatives or independent public
accountants in connection with the transactions contemplated by this
Agreement, and the business and financial review and investigation
referred to in Section 4.4 and Section 5.4, except to the extent any such
information may be generally available to the public, and VP, VP/USA, KEC
and Kestrel have instructed their respective officers, employees and other
representatives having access to such information to comply with the
obligation of confidentiality.  In the event of termination of this
Agreement, each of VP, VP/USA, KEC and Kestrel will promptly deliver to
the other all originals and copies of documents, work papers and other
material containing information concerning the other that was obtained
from the other or its agents, employees or representatives in connection
with such transactions or business and financial review and investigation,
whether so obtained before or after the execution hereof, will not use any
information so obtained, will not disclose or divulge such information to
any other person and will keep confidential any information so obtained;
provided, however, that (after reasonable measures have been taken to
maintain confidentiality and after giving reasonable notice to the other
parties to this Agreement specifying the information involved and the
manner and extent of the proposed use of disclosure thereof) (i) any
disclosure of such information may be made by a party hereto to the extent
required by applicable law or regulation or judicial or regulatory process
and (ii) such information may be used by such party as evidence in or in
connection with any pending or threatened litigation relating to this
Agreement or any transaction contemplated hereby.  The obligations arising
under this Section 6.1 shall survive any termination or abandonment of
this Agreement.

     6.2  INTERCORPORATE DEBT.  There is no intercorporate indebtedness
existing between VP and KEC, or between VP/USA and KEC that was issued,
acquired, or will be settled at a discount.

     6.3  INVESTMENT COMPANY STATUS.  No two parties to the transaction
are investment companies as defined in Section 368(a)(2)(f)(iii) and (iv)
of the Internal Revenue Code.

     6.4  EXPENSES.  Whether or not the Merger is consummated, legal,
accounting and other fees, costs and expenses to be incurred by each party
regarding this Agreement and the transactions contemplated hereby shall be
paid by the party incurring them.  Notwithstanding any other provision in
this Agreement, in the event of any dispute or controversy, in addition to
any other remedies the prevailing party may obtain in such dispute, the
prevailing party in such dispute shall be entitled to recover from the
other party all of its reasonable legal fees and out-of-pocket costs
incurred by such party in enforcing or defending its rights hereunder.

     6.5  FAIR MARKET VALUE OF VP AND KEC.  The parties agree that as of
the Effective Date, the fair market value of VP is greater or equal to the
fair market value of KEC.

     6.6  FURTHER ASSURANCES.  Each party hereto agrees to execute and
deliver such instruments and take such other actions as any other party
may reasonably require in order to carry out the intent of this Agreement.

           SECTION 7.  CONDITIONS PRECEDENT TO OBLIGATION OF KEC
           -----------------------------------------------------

     KEC's obligation to consummate this Merger shall be subject to
fulfillment on or before the Effective Date of each of the following
conditions, unless waived in writing by KEC:

     7.1  VP AND VP/USA REPRESENTATIONS AND WARRANTIES.  The
representations and warranties of VP and VP/USA set forth in Section 3
hereof shall be true and correct at the Effective Date as though made at
and as of that date, except as affected by transactions contemplated
hereby.

     7.2  VP AND VP/USA COVENANTS.  VP and VP/USA shall have performed all
covenants required by this Agreement to be performed by it on or before
the Effective Date.

     7.3  GUARANTEE OF VP/USA OBLIGATIONS.  VP shall cause VP/USA to
perform in a timely manner all of its obligations, and to comply with all
its agreements, in this Agreement.

     7.4  OPINION OF VP'S COUNSEL.  KEC may require  VP to deliver to KEC
an opinion of its counsel dated the Effective Date, in form and substance
satisfactory to counsel for KEC, to the effect that:

          (a)  VP and VP/USA are corporations duly organized, validly
existing and in good standing, and are duly qualified to do business as a
foreign corporation in each jurisdiction (if any) in which, to the best
knowledge of counsel, its property or business requires such
qualification.

          (b)  The authorized capital stock of VP and VP/USA are as set
forth in Section 3.2 hereof.

          (c)  The execution and consummation of this Agreement have been
duly authorized and approved by VP's Board of Directors, VP/USA's Board of
Directors and its sole shareholder, and consummation of this Agreement
will not constitute or result in any breach or default of the character
described in Section 3.10 hereof of which counsel has knowledge.

          (d)  Counsel has no knowledge of any liabilities or obligations
of the type described in Section 3.4 hereof, any litigation, proceeding,
or investigation of the type described in Section 3.6 hereof, or any
defects in title or mortgages, encumbrances or liens of the type described
in Section 3.8 hereof.

          (e)  The shares of VP Common Stock into which KEC Common Stock
is to be converted pursuant to this Agreement will, upon such conversion,
be duly and validly authorized and issued in compliance with all
applicable foreign, federal and state securities laws, and will be fully
paid and nonassessable, and shall not be restricted or limited as to
resale or trading except as may be required by the Australian Stock
Exchange, which restrictions or limitations shall have been diligently
opposed by VP.

     7.5  ACCOUNTANT'S LETTER.  KEC may require that VP furnish a letter
from its certified public accountants, dated the Effective Date, in form
and substance satisfactory to KEC, stating that on the basis of
consultation with officers of VP, a limited review (but not an audit) of
VP's accounting records, and other specified procedures and inquiries,
which KEC may request in writing, that nothing has come to their attention
which indicates that there has been any material adverse change in the
financial condition of VP during the period from December 31, 1999 to a
specified date not more than five days prior to the Effective Date.

           SECTION 8.  CONDITIONS PRECEDENT TO OBLIGATION OF VP
           ----------------------------------------------------

     VP's obligation to consummate this merger shall be subject to
fulfillment on or before the Effective Date of each of the following
conditions, unless waived in writing by VP:

     8.1  KEC'S REPRESENTATIONS AND WARRANTIES.  The representations and
warranties of KEC set forth in Section 2 hereof shall be true and correct
at the Effective Date as though made at and as of that date, except as
affected by transactions contemplated hereby.

     8.2  KEC'S COVENANTS.  KEC shall have performed all covenants
required by this Agreement to be performed by it on or before the
Effective Date.

     8.3  GUARANTEE OF KEC OBLIGATIONS.  Kestrel shall cause KEC to
perform in a timely manner all of its obligations, and to comply with all
its agreements, in this Agreement.

     8.4  OPINION OF KEC'S COUNSEL.  VP may require KEC to deliver to VP
an opinion of its counsel, dated the Effective Date, in form and substance
satisfactory to counsel for VP, to the effect that:

          (a)  KEC is a corporation duly organized, validly existing and
in good standing, and is duly qualified to do business as a foreign
corporation in each jurisdiction (if any) in which, to the best knowledge
of counsel, its property or business requires such qualification.

          (b)  KEC's authorized capital stock is as set forth in Section
2.2 hereof.

          (c)  The execution and consummation of this Agreement have been
duly authorized and approved by Kestrel's Board of Directors, KEC's Board
of Directors and its sole shareholder, and consummation of this Agreement
will not constitute or result in any breach or default of the character
described in Section 2.11 hereof of which counsel has knowledge.

          (d)  Counsel has no knowledge of any liabilities or obligations
of the type described in Section 2.5 hereof, any litigation, proceeding,
or investigation of the type described in Section 2.7 hereof, or any
defects in title or mortgages, encumbrances or liens of the type described
in Section 2.9 hereof.

          (e)  The shares of KEC Common Stock have been duly and validly
authorized and issued, and are fully paid and nonassessable.

     8.5  ACCOUNTANT'S LETTER.  VP may require KEC to deliver a letter
from its certified public accountants, dated the Effective Date, in form
and substance satisfactory to VP, stating that on the basis of
consultation with officers of KEC, a limited review (but not an audit) of
KEC's accounting records, and other specified procedures and inquiries,
which VP may request in writing, that nothing has come to their attention
which indicates that there has been any material adverse change in the
financial condition of KEC during the period from inception to a specified
date not more than five days prior to the Effective Date.

     8.6  DUE DILIGENCE.  VP shall have completed a due diligence review
of all books, records and business and financial affairs of KEC reasonably
satisfactory to it.

                       SECTION 9.  NOTICE OF EVENTS
                       ----------------------------

     Each party shall promptly notify each other party of (a) any event,
condition or circumstance occurring from the date hereof through the
Effective Date that would constitute a violation or breach of this
Agreement, or (b) any event, occurrence, transaction or other item which
would have been required to have been disclosed on any Schedule, Exhibit
or statement delivered hereunder, had such event, occurrence, transaction
or item existed on the date hereof, other than items arising in the
ordinary course of business which would not render a change in any of the
representations, warranties or other agreements of said party.

                         SECTION 10.  TERMINATION
                         ------------------------

     10.1 CIRCUMSTANCES OF TERMINATION.  This Agreement may be terminated
(notwithstanding approval by the shareholders of KEC hereto):

          (a)  By the mutual consent in writing of the Boards of Directors
of KEC and VP.

          (b)  By the Board of Directors of KEC if any condition provided
in Section 7 hereof has not been satisfied or waived on or before the
Effective Date.

          (c)  By the Board of Directors of VP if any condition provided
in Section 8 hereof has not been satisfied or waived on or before the
Effective Date.

          (d)  By the Board of Directors of VP if the Closing has not
occurred by July 15, 2000, subject to an extension of up to 10 days which
may be exercised by VP upon written notice to KEC.

     10.2 EFFECT OF TERMINATION.  In the event of a termination of this
Agreement pursuant to Section 10.1(a) hereof, each party shall pay the
costs and expenses incurred by it in connection with this Agreement and no
party (or any of its officers, directors and shareholders) shall be liable
to any other party for any costs, expenses, damage or loss of anticipated
profits hereunder.

          In the event of a termination of this Agreement pursuant to
Sections 10.1(b), (c) and (d) hereof, the party at fault shall be liable
to the other party for all reasonable costs and expenses.

                      SECTION 11.  GENERAL PROVISIONS
                      -------------------------------

     11.1 FURTHER ASSURANCES.  At any time, and from time to time, after
the Effective Date, each party will execute such additional instruments
and take such action as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or
otherwise to carry out the intent and purposes of this Agreement.

     11.2 WAIVER.  Any failure on the part of either party hereto to
comply with any of its obligations, agreements or conditions hereunder may
be waived in writing by the party to whom such compliance is owed.

     11.3 ENTIRE AGREEMENT.  This Agreement constitutes the entire
agreement between the parties and supersedes and cancels any other
agreement, representation, or communication, whether oral or written,
between the parties hereto relating to the transactions contemplated
herein or the subject matter hereof.

     11.4 HEADINGS.  The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

     11.5 GOVERNING LAW.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
Colorado, without regard to conflict of laws.  This Agreement shall be
subject to the jurisdiction and venue of the state and federal courts
situated in Denver, Colorado.

     11.6 ASSIGNMENT.  This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their successors and assigns;
provided, however, that any assignment by either party of its rights under
this Agreement without the written consent of the other party shall be
void.

     11.7 COUNTERPARTS.  This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

    SECTION 12.  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS
    -------------------------------------------------------------------

     All of the representations and warranties of the parties contained in
this Agreement shall survive for a period of two years after the Effective
Date.

              SECTION 13.  INDEMNITY AGREEMENTS OF VP AND KEC
              -----------------------------------------------

     VP and KEC each shall indemnify, defend, reimburse and hold harmless
the other from and against any and all Losses resulting from:

          (a)  Any inaccuracy in, or breach of, any representation and
warranty or nonfulfillment of any covenant on the part of VP or KEC,
respectively, contained in this Agreement.

          (b)  Any misrepresentation in or omission from or nonfulfillment
of any covenant on the part of VP or KEC, respectively, contained in any
other agreement, certificate or other instrument furnished or to be
furnished to the other party by that party pursuant to this Agreement.

                       SECTION 14.  OTHER AGREEMENTS
                       -----------------------------

     14.1 PUBLIC DISCLOSURE.  None of the parties hereto shall issue any
press release or otherwise make any public statement with respect to the
transactions contemplated hereby not required by law except upon the
written consent of the other party hereto.  Such approval shall not be
unreasonably withheld.

     14.2 NOTICES.  All consents, waivers, notices and other
communications hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by facsimile transmission
or by overnight courier to the parties at the following addresses or at
such other addresses as shall be specified by the parties by like notice:

          (a)  If to VP or VP/USA to:

               Victoria Petroleum N.L.
               Robert J. Pett, President
               999 18th Street, Suite 2490
               Denver, CO  80202
               (303)  295-1939 (Telephone)
               (303)  295-1862 (Fax)

          (b)  If to KEC to:

               Kestrel Energy California, Inc.
               21550 Oxnard Street, Suite 835
               Woodland Hills, CA  91367
               Attn: Timothy Hoops, President
               (303) 295-1939 (Telephone)
               (303) 295-1862 (Fax)

               With a copy to:

               S. Lee Terry, Esq.
               Gorsuch Kirgis, LLP
               Tower 1, Suite 1000
               1515 Arapahoe Street
               Denver, Colorado 80202
               (303) 376-5000 (Telephone)
               (303) 376-5001 (Fax)

Any party may change the address to which notices, requests, demands and
other communications hereunder are to be sent to such party by giving the
other parties hereto written notice thereof in accordance with this
Section 14.2.

     14.3 BINDING EFFECT.  This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective successors and
assigns; provided that this Agreement may not be assigned by any party
without the consent of the other parties.

     14.4 ENTIRE AGREEMENT.  This Agreement (including the Exhibits and
Schedules referred to herein) constitutes the entire agreement and
supersedes all other prior agreements and undertakings, both written and
oral, among the parties, or any of them, with respect to the subject
matter hereof.

     14.5 SCHEDULES AND EXHIBITS.  The Schedules and Exhibits referred to
in this Agreement shall be construed as an integral part of this Agreement
as if the same had been set forth herein and shall be satisfactory in form
and substance to each party hereto.
     14.6 APPLICABLE LAW AND JURISDICTION.  This Agreement shall be
governed in all respects, including validity, interpretation and effect,
by the laws of the State of Colorado without regard to conflict of law.
This Agreement shall be subject to the jurisdiction and venue of the state
and federal courts situated in Denver, Colorado.

     14.7 NO BENEFIT TO THIRD PARTIES.  No provision of this Agreement is
intended to confer any rights or remedies upon any person not a party of
this Agreement.

     14.8 COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original but all of which,
when taken together, shall constitute only one document.  It shall not be
necessary in making proof of this Agreement to produce or account for more
than one such counterpart.

     14.9 ACKNOWLEDGEMENTS. The parties represent and acknowledge that
each has been represented and advised by counsel in connection with this
Agreement.

     IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.


                                   VICTORIA PETROLEUM N.L., an Australian
                                   corporation ("VP")



                                   By/s/Bernard Wrixon
                                        Bernard Wrixon, Director


                                   VICTORIA PETROLEUM USA, INC., a
                                   Colorado corporation ("VP/USA")



                                   By/s/Robert J. Pett
                                        Robert J. Pett, President


                                   KESTREL ENERGY CALIFORNIA, INC., a
                                   Colorado corporation ("KEC")



                                   By/s/Timothy L. Hoops
                                        Timothy L. Hoops, President


                                   KESTREL ENERGY, INC., a Colorado
                                   corporation ("Kestrel")



                                   By/s/Timothy L. Hoops
                                        Timothy L. Hoops, President





                              Exhibit 1.1(b)
                     Articles of Incorporation for KEC





                              Exhibit 1.1(c)
                              Bylaws for KEC





                              Schedule 1.1(d)
                     Officers of Surviving Corporation

     Robert J. Pett      President and Treasurer
     Timothy L. Hoops    Vice President and Assistant Secretary
     John T. Kopcheff    Secretary





                               Schedule 1.4
                            Restrictive Legends


                                   None


                               Schedule 2.5
                            Liabilities of KEC


                                   None


                               Schedule 2.6
                          Material Changes to KEC


                                   None


                               Schedule 2.7
                         Litigation Matters of KEC


                                   None


                               Schedule 2.8
                             Contracts of KEC


                                   None


                               Schedule 2.9
            Mortgages, Encumbrances or Liens on KEC Properties


                                   None


                               Schedule 3.2
                            List of VP Options


                                   None


                               Schedule 3.5
                     Material Changes to VP and VP/USA


                                   None


                               Schedule 3.6
               Litigation Matters Pending for VP and VP/USA


                                   None


                               Schedule 3.7
                        Contracts of VP and VP/USA


                                   None


                               Schedule 3.8
             Mortgages, Encumbrances or Liens on VP Properties


                                   None