CONFIDENTIAL



                            Volume License Agreement
                                     Between
                             Syntroleum Corporation
                                       and
                               Ivanhoe Energy Inc.


                            CONFIDENTIAL INFORMATION:
Use and distribution of  this document is limited to the terms and conditions of
the  confidentiality  agreement  dated  February  7,  2000  between  Syntroleum
Corporation  and  Ivanhoe  Energy  Inc.

<PAGE>


     THIS  LICENSE  AGREEMENT  is  made  and  entered into as of this ___ day of
April,  2000  by  and  between  Syntroleum  Corporation,  a Delaware corporation
("Licensor"),  and  Ivanhoe  Energy Inc. , a company duly incorporated in Canada
("Licensee").

                                     RECITALS
                                     --------

     A.     WHEREAS,  Licensor  has developed and owns certain patent rights and
technical  information  relating  to  the  Conversion  Process;  and

     B.     WHEREAS,  Licensee  desires  to  enter  into a non-exclusive limited
license  with  Licensor  to  use  Licensor  Patent Rights and Licensor Technical
Information  in  practicing the Conversion Process in Licensed Facilities in the
Licensed  Territory.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  in  this  Agreement,  the  Parties  agree  as  follows:

                                 1.  DEFINITIONS
                                 ---------------

     The  following  terms  (whether  or  not  underscored)  when  used  in this
Agreement,  including its preamble and recitals, shall, except where the context
otherwise  requires,  have  the  following meanings (such meanings to be equally
applicable  to  the  singular  and  plural  forms  thereof).

1.01     "AFFILIATE"  means, with respect to each Party, any Person in which the
Party  or  its  parent  company(ies)  (one or more parent companies in an upward
series) shall at the time in question directly or indirectly own a fifty percent
(50%)  or  more interest in such Person.  It is understood that:  (i) a Party or
its  parent company(ies) directly owns a fifty percent (50%) or more interest in
a  Person  if that Party or its parent company(ies) individually or collectively
hold(s) shares carrying fifty percent (50%) or more of the voting power to elect
directors  or  other  managers  of  such  Person  and (ii) a Party or its parent
company(ies)  indirectly owns a fifty percent (50%) or more interest in a Person
if  a  series of companies can be specified beginning with a Party or its parent
company(ies),  individually  or  collectively,  and  ending  with such Person so
related  that  each  company  of the series, except such Person, directly owns a
fifty  percent  (50%)  or  more  interest  in  a  later  company  in the series.

1.02     "AGREEMENT"  means  this  Volume  License  Agreement.

1.03     "BARREL"  means  forty-two (42) gallons of two hundred thirty-one (231)
cubic  inches  each,  measured  at  sixty  degrees Fahrenheit (60 F) and one (1)
atmosphere  pressure.

1.04     "CHAIN-LIMITING  CATALYST"  means  a  type  of  catalyst  for  use in a
Fischer-Tropsch  Reaction  the  primary  products  of  which  are  predominately
hydrocarbon  molecules  of twenty (20) or fewer carbon atoms which remain liquid
at  ambient  temperature  and  pressure.

1.05     "CONFIDENTIAL  INFORMATION"  means  information of Licensor or Licensee
disclosed  to  the  other  Party  under  this  Agreement, including any formula,
pattern,  compilation,  program,  apparatus, device, drawing, schematic, method,
technique,  know-how,  process  or  pilot  plant  data,  -and  other  non-public
information  such  as  business  plans  or  other  technology that:  (a) derives
economic  value, actual or potential, from not being generally known to, and not
being  readily  ascertainable  by  proper means by, other persons who can obtain
economic  value  from  its  disclosure or use, and (b) is the subject of efforts
that  are  reasonable  under  the  circumstances  to maintain its secrecy, which
information  shall  be disclosed in writing and labeled as "Confidential" or the
equivalent, or if disclosed verbally or in other non-written form, identified as
such  at  the  time  of  disclosure  and thereafter summarized in writing by the
disclosing  Party  within  thirty  (30)  days  of  such  initial  disclosure.
Confidential Information includes, without limit, Licensor Catalyst Information,
Licensor  Technical  Information,  and  Licensee  Technical  Information.

1.06     "CONFIDENTIALITY  AGREEMENT"  means  the agreement between Licensee and
Licensor  dated  February  7,  2000.

1.07     "CONVERSION  PROCESS"  means any process for the conversion of normally
gaseous  hydrocarbons  into a mixture of hydrocarbons which may be a combination
of  normally  gaseous, liquid, or solid hydrocarbons at ambient temperatures and
pressures and comprised of (a) autothermal reforming of a feed stream consisting
substantially of gaseous hydrocarbons in the presence of air, or oxygen-enriched
air  to  create  an  intermediate  feed  stream  containing  carbon monoxide and
molecular  hydrogen, and (b) reacting the intermediate stream in the presence of
a  Fischer-Tropsch  catalyst  to  produce  a  product  stream  consisting of any
combination  of gaseous, liquid or solid hydrocarbons at ambient temperature and
pressure.  The Conversion Process includes all associated internal processes and
technologies  such  as  heat  integration,  separation,  or the recycle, use, or
consumption  of hydrocarbons or other products.  The Conversion Process does not
include any technology related to (i) pre-treatment of the natural gas feedstock
or  (ii)  post-processing the Fischer-Tropsch product stream for a purpose other
than  that  defined  above.

1.08     "EFFECTIVE  DATE"  means  the  date set forth in the first paragraph of
this  Agreement.

1.09     "FISCHER-TROPSCH  CATALYST"  means  any  catalyst  for  use  in  a
Fischer-Tropsch  Reaction including, but not limited to, Chain Limiting Catalyst
and  High  Alpha  Catalyst.

1.10          "FISCHER-TROPSCH  REACTION" means the catalytic reaction of carbon
monoxide  and  hydrogen,  the  primary  products  of  which  are  hydrocarbons.

1.11         "HIGH  ALPHA  CATALYST"  means  a type of Fischer-Tropsch Catalyst,
whose  alpha number, as calculated by the Schulz-Flory distribution equation, is
0.85  or  higher.
"INVENTIONS  OR  IMPROVEMENTS"  means any process, formula, composition, device,
catalyst  (including  both  autothermal  reforming catalysts and Fischer-Tropsch
Catalysts),  apparatus,  technology, know-how, operating technique, improvement,
modification,  or  enhancement  relating  to  the  use,  operation,  or
commercialization  of  the  Conversion  Process  and  the  products  (including
Synthetic  Product)  of  the  Conversion  Process,  which  is  discovered, made,
designed,  developed  or  acquired by Licensee, solely or with others, since the
date  of  the  Confidentiality  Agreement,  or used in a Licensed Plant, in each
instance  whether  patentable  or  not,  including, without limitation, patents,
copyrights,  and  Confidential  Information and further including the full scope
and  content  of  the  intellectual  and  tangible property included therein and
produced therefrom, e.g., drawings, prints, chemical formulae, prototypes, data,
computer  programs and software, and the like.  Inventions or Improvements shall
not  include  any information relating to methods of manufacturing catalysts for
use  in  the  Conversion  Process.

1.12          "LICENSE  FEE"  means  the  fee  paid  by Licensee to Licensor, as
consideration for granting a license pursuant to a Site License Agreement to use
Licensor  Technology  at  a  Licensed  Plant,  as  calculated in accordance with
Attachment  3  of  this  Agreement,  and  does  not  include fees related to the
purchase  of  the associated Process Design Package for such Licensed Plant, any
catalyst  or  any  catalyst  markup.

1.13          "LICENSED  FACILITIES"  means  one  or  more  Licensed  Plants.

1.14           "LICENSED PLANT" means a plant (including modification, expansion
or replacement thereof) licensed to operate pursuant to a Site License Agreement
issued  under  the  terms  of  this  Agreement,  at  a  site within the Licensed
Territory  with  a  design  production capacity measured in Barrels of Synthetic
Product  per  day,  using or designed to use Licensor Technology to practice the
Conversion  Process  to  produce  Marketable  Products.

1.15          "LICENSED  TERRITORY"  means  all  the  countries of the world and
their  respective  territorial waters, e-xcept for the United States of America,
Canada,  Mexico,  the  People's  Republic  of China, India, and their respective
territorial  waters  and  any  country and its territorial waters (i) that, from
time  to  time, may be prohibited, or whose citizens (considered as a group) may
be  prohibited,  by  the  United  States  government  from  receiving  Licensor
Technology  or  the  products  thereof  or  (ii)  the  inclusion of which in the
definition  of  Licensed  Territory  is, or could in good faith be argued to be,
prohibited  by  United  States law, including, without limitation, United States
Executive  Orders  and  administrative  orders, rules and regulations.  Licensed
Territory  shall include territories or territorial waters which are the subject
of  official  dispute  between or among countries only if all countries claiming
sovereignty,  a  sovereign  right,  or  jurisdiction  over  such  territories or
territorial  waters  are  otherwise included within the definition of such term.

1.16          "LICENSEE  PATENT RIGHTS" means all rights with respect to patents
and  patent applications of all relevant countries to the extent that the claims
cover  features or aspects of Inventions or Improvements practiced in a Licensed
Plant,  in each case to the extent that, and subject to the terms and conditions
under  which,  Licensee has the right to grant licenses, immunities or licensing
rights  without  having  to  make  payment  to  others.

1.17          "LICENSEE  TECHNICAL  INFORMATION" means all unpatented Inventions
or  Improvements practiced in a Licensed Plant, in each case to the extent that,
and  subject  to the terms and conditions under which, Licensee has the right to
grant licenses, immunities or licensing rights without having to make payment to
others.

1.18          "LICENSOR  CATALYST INFORMATION" means, without limit, information
relating to any catalyst, catalyst formulation, conditioning procedure, start-up
procedure,  regeneration procedure, or performance  considered to be proprietary
by  and  to  Licensor or acquired by Licensor which is useful in the practice of
the  Conversion  Process  and  which  has been used commercially or is ready for
commercial  use. Licensor Catalyst Information shall not include any information
relating  to  methods  for  manufacturing  catalysts  for  use in the Conversion
Process.

1.19          "LICENSOR CATALYST PATENT RIGHTS" means all rights with respect to
patents and patent applications of all relevant countries to the extent that the
claims  cover features or aspects of catalysts useable in the Conversion Process
(including,  without  limitation,  autothermal  reforming  catalysts  and
Fischer-Tropsch  Catalysts)  and  expressly  excluding  any  process  operating
techniques  or  apparatus or methods for manufacturing such catalysts, which are
acquired  by  Licensor  (with  right  to  sublicense) or are based on inventions
conceived  by  Licensor  prior to termination of this Agreement; in each case to
the  extent  that,  and  subject  to  the  terms  and  conditions, including the
obligation  to  account  to and/or make payments to others, under which Licensor
has  the  right  to grant licenses, sublicenses, immunities or licensing rights.

1.20        "LICENSOR  PATENT  RIGHTS"  means all rights with respect to patents
and  patent applications of all relevant countries to the extent that the claims
cover  features  or  aspects  of  the  Conversion  Process  (including,  without
limitation,  any  operating  techniques  and  apparatus  and expressly excluding
Licensor  Catalyst  Patent Rights) which are acquired by Licensor (with right to
sublicense)  or  are  based  on  inventions  conceived  by  Licensor  prior  to
termination  of  this Agreement; in each case to the extent that, and subject to
the  terms  and  conditions,  including the obligation to account to and/or make
payments  to  others,  under  which  Licensor  has  the right to grant licenses,
sublicenses,  immunities  or  licensing  rights.

1.21          "LICENSOR  TECHNICAL INFORMATION" means all unpatented information
relating  to  the  Conversion  Process (including, without limitation, operating
techniques  and  apparatus for carrying out the Conversion Process and expressly
excluding  Licensor  Catalyst  Information  and  Reactor  Information) which (a)
either  (i)  has  been  commercially  used  or (ii) is in a stage of development
suitable for commercial use, and (b) has been made or acquired by Licensor (with
right to sublicense) prior to the termination of this Agreement; in each case to
the  extent  that,  and  subject  to,  the  terms  and conditions, including the
obligation  to  account  to and/or make payments to others, under which Licensor
has  the  right  to  disclose  and  grant  rights  to  others.

1.22          "LICENSOR  TECHNOLOGY" includes Licensor Technical Information and
Licensor  Patent  Rights  related  to the practice of the Conversion Process and
Licensor Catalyst Information and Licensor Catalyst Patent Rights related to the
use  of  Licensor  catalysts  in  the  practice  of  the  Conversion Process but
expressly  excluding  the  right to make, have made, or sell Licensor Catalysts.

1.23          "LUBRICANTS"  means  hydrocarbon base oils which can be made into,
or  blended  with  other base oils to be made into, without limit (a) automotive
lubricating  oils such as PCMO, HDD, transmission and hydraulic fluids, and gear
oils;  (b)  industrial lubricants such as metalworking lubricants, process oils,
white oils, agricultural spray oils, de-foamers, cutting and quenching oils, and
rubber  processing  oils;  (c)  greases;  (d)  drilling fluids; or (e) any other
specialty  product  agreed  to by the Parties which is not a Marketable Product.

1.24          "MARKETABLE  PRODUCTS"  means  finished  hydrocarbon  fuels,
hydrocarbons  consumed  as  fuel,  or  fuel  blending  stocks including, but not
limited  to,  diesel,  kerosene,  gasoline, and naphtha processed from Synthetic
Product  and  expressly  excluding  waxes,  chemicals,  Lubricants, or any other
specialty  hydrocarbon  products  and  subject  to  the  express  condition that
Marketable  Products  shall  be  produced from Synthetic Product at the Licensed
Plant  or produced from Synthetic Product at a separate facility operated by the
Licensee,  its  Affiliates,  or third Persons who are contractually committed to
Licensee  or  its  Affiliate  to  produce  only  Marketable  Products  from such
Synthetic  Product.  Notwithstanding the foregoing, Marketable Products shall be
deemed  to  include  any  products:

(a)     produced  at  any  location  by  any  Person  from  a  blended stream of
Synthetic  Product  and  at  least  15  %  by  volume  of  produced crude oil or
condensate,  in  which  the  Synthetic  Product,  before  any  blending,
(i)  remains a liquid at sixty degrees Fahrenheit (60 F) and one (1) atmosphere
pressure or,
(ii)  has a chemical composition consisting of molecules having at least 85 % by
volume  of  which contain no more than 20 carbon atoms each and no more than 1 %
by  volume  of  which  contains  more  than  40  carbon  atoms  each;  or

(b)     produced  at  any  location  by  any  Person  from  a  blended stream of
Synthetic  Product  and at least 40 % by volume produced crude oil or condensate
such  that  after  blending  the  mixture  is  a transportable liquid, expressly
excluding  slurries;  or

(c)     produced  by  blending  individual  fractions  distilled  from Synthetic
Product  with  at least 50 % by volume of like distilled fractions from produced
crude  oil  or  condensate,  in  which  each  distilled  fraction from Synthetic
Product, before any blending, has a chemical composition consisting of molecules
having  at  least  85  % by volume of which contain no more than 20 carbon atoms
each  and no more than 1 % by volume of which contains more than 40 carbon atoms
each,  wherein  the  blending  is performed at any location by the Licensee, its
Affiliates,  or third Persons who are contractually committed to Licensee or its
Affiliate  to  produce  only  Marketable  Products  from such Synthetic Product.

1.25     Notwithstanding  the  above language in this Section 1.25  hydrocarbons
consumed  as  fuel  by Licensee or its Affiliates at locations which satisfy the
conditions  of  this Section 1.25 are Marketable Products, regardless of whether
or  not  they  happen to be waxes, chemicals, Lubricants, or any other specialty
hydrocarbon  products.

1.26          "PARTICIPATING  INTEREST"  means  a Person's working, net profits,
equity,  or  other  economic  interest  (an  economic  interest shall include an
interest  in  a  production  sharing contract where the parties to such contract
construct  the  Licensed  Plant),  owned  directly or indirectly through another
entity,  in  a  Licensed Plant or Person owning or controlling a Licensed Plant,
but  excluding  a contract for operation of such Licensed Plant, which interest,
in  the  case of Licensee, shall at all times be no less than ten percent (10%).

1.27          "PARTIES"  means  Licensor  and  Licensee.

1.28          "PARTY"  means  Licensor  or  Licensee.

1.29          "PERSON"  means  any  natural  person,  corporation,  partnership,
limited  liability  company,  firm, association, trust, government, governmental
agency  or  any  other  entity,  other  than  the  Parties.

1.30          "PROCESS  DESIGN  PACKAGE"  means  a compilation of text, figures,
drawings  and  documentation,  relating  to  the  design  and  construction of a
Licensed  Plant,  in  the  form  set  forth  in  Exhibit  B  to the Site License
Agreement,  which  may  be  modified  from time to time by mutual consent of the
Parties,  and  expressly  excluding  Reactor  Information.

1.31     "REACTOR  INFORMATION" means all information, including but not limited
to  data,  processes, plans, specifications, flow sheets, designs, and drawings,
relating to the internal design or functions including, without limitation, tube
count, tube size and configuration and catalyst volume, relating to any Licensor
autothermal  reformer or Fischer-Tropsch reactors, which, at any time during the
term  of  this  Agreement,  Licensor  discloses  to  Licensee.

1.32          "REACTOR VENDOR" shall mean those fabricators approved by Licensor
to perform the fabrication and/or maintenance and repair of autothermal reformer
or  Fischer-Tropsch  reactors  for  installation and use in Licensed Facilities.
Licensor  may,  from time to time, add or remove any vendor from being a Reactor
Vendor.

1.33          "SITE  LICENSE  AGREEMENT" means an agreement between the Parties,
in the form attached to this Agreement as Attachment 4 and which may be modified
from  time  to time by mutual written consent of the Parties, granting the right
to  build and operate a single Licensed Plant, specifying in each case the fixed
site  and  the nominal design capacity, in Barrels of Synthetic Product produced
per  day.

1.34          "START-UP DATE" means the first full calendar day following a five
day  period,  after  completion  of catalyst pre-treatment and other preliminary
operations,  during  which  the applicable Licensed Plant produces quantities of
Synthetic  Product  in  an  amount  equal  to at least 75% of the per-day design
production  capacity  of such Licensed Plant averaged over such five day period.

1.35          "SYNTHETIC  PRODUCT"  means  those hydrocarbons, having a chemical
composition substantially consisting of molecules with five or more carbon atoms
each,  produced  using  Licensor  Technology  in  the practice of the Conversion
Process  at  a  Licensed  Plant.

                         2.  LICENSOR GRANTS TO LICENSEE
                         -------------------------------

2.01     Subject  to the terms and conditions of this Agreement, Licensor grants
to  Licensee  a  limited, non-exclusive, non-transferable (except as provided in
Section  2.06 and Article 8) right and license to use Licensor Patent Rights and
Licensor  Technical  Information  to  design,  construct,  operate  and maintain
(including modify, expand and replace) Licensed Facilities under a separate Site
License Agreement for each Licensed Plant, to practice the Conversion Process to
manufacture  Synthetic  Product  solely for the purpose of producing, using, and
selling  Marketable  Products anywhere in the world, provided that the aggregate
maximum  daily  design  capacity  of  the Licensed Facilities, as defined in the
Process  Design  Packages  for  all  Licensed Plants which comprise the Licensed
Facilities,  shall  not  exceed  50,000  barrels  per  day of Synthetic Product,
regardless  of  Licensee's  specific  Participating  Interest  in any particular
Licensed  Plant.

2.02     Subject  to the terms and conditions of this Agreement, Licensor grants
to  Licensee  a  limited, non-exclusive, non-transferable (except as provided in
Section  2.06  and  Article  8)  right  to  purchase  from  Reactor  Vendors the
appropriate  Fischer-Tropsch  and  autothermal reforming reactors for use in the
practice  of  the Conversion Process at a Licensed Plant. Licensee shall have no
right  to  make,  have  made,  or  sell any reactor based on Reactor Information
except  as  expressly  provided  in  this  Section  2.02.

2.03     Subject  to the terms and conditions of this Agreement, Licensor grants
to  Licensee  (a)  the  right  to  purchase  from  Licensor  the  appropriate
Fischer-Tropsch  Catalyst  and,  from  either  Licensor  or  a  catalyst  vendor
designated  by  Licensor, the appropriate autothermal reforming catalyst for use
in  the  practice  of  the Conversion Process at a Licensed Plant to manufacture
Synthetic  Product  solely  for  the  purpose  of  producing, using, and selling
Marketable  Products  anywhere  in  the  world  and (b) a limited non-exclusive,
non-transferable  (except  as  provided in Section 2.06 and Article 8) right and
license  under Licensor Catalyst Patent Rights and Licensor Catalyst Information
to  use  such  catalysts in the practice of the Conversion Process at a Licensed
Plant  to  manufacture  Synthetic  Product  solely for the purpose of producing,
using, and selling Marketable Products anywhere in the world. The purchase price
for  any  catalyst  purchased  by  Licensee from Licensor shall be  equal to the
lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a
markup  of  twenty  five  percent (25%), or (b) if, during the twelve (12) month
period  prior  to  a  catalyst  purchase  by  Licensee,  the  same  catalyst (at
comparable  quantities)  was  sold by Licensor to a third party at a markup less
than  twenty  five percent (25%), Licensee shall be entitled to the lower markup
for  its  current catalyst purchase.  Licensor will, no more than once per year,
provide  Licensee  reasonable access to the relevant books of Licensor to verify
the  lowest  markup  for  such catalyst.  Licensee shall have no rights to make,
have  made,  or  sell  any  Licensor  Fischer-Tropsch  Catalyst  or  autothermal
reforming  catalyst,  which  is  proprietary  to  Licensor.  Beyond  the initial
catalyst  fill,  for  a  Licensed  Plant,  Licensee  will  have the right to buy
replacement  catalyst  from  other catalyst suppliers.  If Licensor specifies in
the  Process  Design  Package  an  autothermal  reforming  catalyst commercially
available  from  a  third  party, Licensee shall have the right to purchase such
catalyst  directly  from  a  third  party.

2.04     In  the event Licensor for any reason is unable to supply Licensee with
such  amounts of Fischer-Tropsch Catalyst as may be reasonably necessary for the
operation  of  a  specific Licensed Plant, Licensor shall provide to one or more
catalyst  vendors designated by Licensor the necessary catalyst recipe, together
with  a  non-exclusive  limited  license  to  make and sell such Fischer-Tropsch
Catalyst to Licensee for use in such Licensed Plant, and Licensee shall have the
right to purchase such Fischer-Tropsch Catalyst from such vendor for use in such
Licensed Plant on the same terms (including price) as set forth in Section 2.03.

2.05     Upon  Licensee's  written request, Licensor will execute a Site License
Agreement  with  respect  to  a  specific  proposed  Licensed  Plant  if:
(a)  Licensee  has a Participating Interest of at least ten percent (10%) in the
proposed  Licensed  Plant as represented in a Request for Site License Agreement
(Attachment  1);
(b)  Licensee is current on all payments due under prior Site License Agreements
for  all  Licensed  Facilities  under  this  Agreement  in accordance with their
respective  terms;
(c)  there  is not a material default under this Agreement for which Licensee is
responsible  resulting  from  or  affecting  more  than  one Licensed Plant; and
(d)  no Person having a Participating Interest in the proposed Licensed Plant is
in  material  default  under  any  agreement  relating  to  Licensor Technology.

Until  such  time  as the above conditions are satisfied, Licensee shall have no
right  or  license  to  use  Licensor Technology at the proposed Licensed Plant.

2.06     During  the  term of this Agreement, Licensee may extend this Agreement
to  any Affiliate, provided that Licensee shall first notify Licensor in writing
of  any  such  extension  and the acceptance of such extension by such Affiliate
pursuant  to  this  Section  2.06.  The Affiliate to which this Agreement may be
extended  by  Licensee  shall  be subject to and shall accept in writing (in the
form  set  forth  in  Attachment  2)  the  same obligations to which Licensee is
subjected  under  this  Agreement and all terms and conditions of this Agreement
shall  apply  to  such  Affiliate with respect to its obligations and its rights
(except  the  right  of  extension as set forth in this Section 2.06) as if such
Affiliate had entered into this Agreement with Licensor effective as of the date
of  such  extension.  Licensee warrants to Licensor the full performance by such
Affiliate  of  the obligations which are imposed upon such Affiliate as a result
of  such  extension  of  this Agreement and, notwithstanding any such extension,
Licensee  shall  still  be liable to Licensor for all sums which become due from
such  Affiliate  to  Licensor  and  for  any  default  by  such Affiliate in the
performance  of  its  obligations  under  this  Agreement.

2.07     Each  Licensed  Plant  shall  remain  at  the  initial plant site for a
minimum  of  seven  (7)  years  from  Start-Up  Date.  Thereafter,  Licensee may
relocate  a  Licensed  Plant  to  a new plant site within the Licensed Territory
without  obtaining  a new Site License Agreement provided (i) request is made by
Licensee  to  Licensor in the form of Exhibit G of the Site License Agreement in
which  Licensee  agrees  that the Licensed Plant will remain at the new site for
minimum  of  seven  (7)  years and (ii) the Licensee is not in default under the
Site  License  Agreement for the Licensed Plant.  Notwithstanding the foregoing,
Licensed  Plants  utilizing  gas from leases, concessions, or similar production
sharing  arrangements  in  which  Licensee  or its Affiliates own at least a ten
percent  (10%)  working,  net  profits,  equity,  or  other  economic  interest
(excluding  any  interest  owned  by a governmental entity) may, at any time, be
relocated  within  the geographic boundaries of any such leases, concessions, or
similar  production  sharing  arrangements.  Nothing  in  this  Agreement  shall
prohibit  Licensee  or  its Affiliates from purchasing gas from other parties to
manufacture  Synthetic Product at any Licensed Plant pursuant to this Agreement.


                            3.  TECHNICAL ASSISTANCE
                            ------------------------

3.01     Licensee  shall purchase and Licensor agrees to furnish to Licensee, or
to  a  contractor  designated  by  Licensee,  a  Process Design Package for each
Licensed  Plant  according  to  the  terms  specified  in  Section  5.03 of this
Agreement.

3.02     Reactor Information necessary for each Licensed Plant shall be excluded
from  the Process Design Package. However, those elements of Reactor Information
which  are  necessary  to  fabricate  such reactors will be provided by Licensor
directly  to  the  Reactor  Vendors  selected  by  Licensee  to  manufacture the
autothermal  reformer  and Fischer-Tropsch reactors from Licensor's then current
list  of  Reactor  Vendors.  Licensor  may, from time to time, add or remove any
Reactor  Vendor.

3.03     Except as may be set forth in a Process Design Package, the obligations
of  Licensor  under this Agreement do not include the performing of any basic or
detailed  design,  engineering,  training,  consulting,  start-up,  operating or
maintenance  services  with  respect  to  any  Licensed  Plant.  Licensor's
responsibilities for any such services in the design, construction and operation
(including  maintenance)  of  any Licensed Plant shall be as set forth in one or
more  separate  written  engineering  services  agreement(s)  (if  any)  between
Licensor  and  Licensee  specifically  applicable  to  each  Licensed  Plant.

3.04     Licensor agrees to disclose to Licensee, upon reasonable request but at
least  once a year, (a) additions to Licensor Technology and (b) improvements or
inventions  developed  by  Licensor  or  its  Affiliates  relating  to  Licensor
Technology which have been commercially used or which Licensor determines are in
a  stage  of  development  suitable  for  commercial use.  Licensor shall permit
Licensee  to  reasonably  inspect,  at  mutually convenient times, the operating
procedures,  process conditions, material balances, energy consumption, catalyst
performance,  and  analyses  of  internal  streams  and/or  Synthetic Product at
Licensor's  pilot plant which are applicable to such improvements or inventions.

3.05     Licensee  shall  provide Licensor 90 days advance written notice of the
anticipated  Start-up  Date  for  each Licensed Plant. Licensee agrees to permit
Licensor  and/or  its  representatives  access  to Licensee's Licensed Plants at
reasonable  and  convenient  times, for inspection and if requested by Licensee,
training,  by  representatives  of  Licensor.  Licensor  shall have the right to
charge  Licensee  a  reasonable  fee  for any training as may be agreed with the
Licensee  on  a  case  by  case  basis.

                         4. LICENSEE GRANTS TO LICENSOR
                         ------------------------------

4.01     Licensor  may, no more than one (1) time per year, request and Licensee
agrees to disclose to Licensor in writing any Inventions or Improvements related
to  the  Conversion  Process.

4.02     Subject  to the terms and conditions of this Agreement, Licensee grants
to  Licensor  a limited, non-exclusive, irrevocable, royalty free, worldwide (i)
right and license under Licensee Patent Rights and (ii) right and license to use
Licensee  Technical  Information  for  the  design,  construction, operation and
maintenance  (including modify, expand and replace) of facilities practicing the
Conversion  Process,  together with the right to grant corresponding sublicenses
of  the  Licensee  Patent  Rights  and  Licensee  Technical Information to other
licensees  of  Licensor  Technology  for  use at a licensed plant practicing the
Conversion  Process,  provided that any such licensee to whom a sublicense is to
be  granted  shall  have  granted reciprocal rights to Licensor to use and grant
sublicenses  under  such  licensee's patent rights and technical information for
the  benefit  of  Licensee.  Licensee shall have the right to charge  Licensor a
reasonable  fee  for  any  training  with  respect to Licensee Patent Rights and
Licensee  Technical  Information as may be agreed with the Licensor on a case by
case  basis.

4.03     Should Licensee, during the term of this Agreement, make any patentable
Inventions  or  Improvements,  Licensee may, at its sole discretion, file patent
applications with respect to such Inventions or Improvements in its own name and
at  its  own  expense,  and  take such other steps as are necessary, in the sole
judgment  of Licensee, to protect its rights in such Inventions or Improvements.
In  the  event  Licensee declines to file any patent application with respect to
any  Inventions  or  Improvements, it shall promptly notify Licensor in a timely
manner  to  allow  Licensor,  at  its  sole  discretion,  to  file  such  patent
application  at its sole expense, and to take such other steps as are necessary,
in  its  judgment,  to  protect  the  Parties'  rights  in  such  Inventions  or
Improvements,  subject  to  Licensee's  obligation  to  account to third parties
therefore  and  provided  that  title  to  such Inventions or Improvements shall
remain  in  Licensee.

4.04     Licensor  and  Licensee  each agree that they will take all actions and
execute all documents and shall cause their employees, agents and contractors to
take  all  actions  and execute all documents as are necessary or appropriate to
carry  out  the  provisions  of  this  Article  4 or to assist each other in the
preparation,  filing  and  prosecution  of  patent applications or securing such
protection  referenced  in  this  Article  4  when  so  requested.

4.05     Licensee shall permit Licensor and/or its representatives to reasonably
inspect,  at  mutually  convenient  times,  the  operating  procedures,  process
conditions,  material  balances,  energy  consumption, catalyst performance, and
analyses  of  internal  streams and/or Synthetic Product which are applicable to
Licensee's  Inventions  or Improvements at any Licensed Plant incorporating such
Inventions  or  Improvements.

4.06     Licensee  agrees  to  provide,  from  time  to time and upon request by
Licensor,  samples  of  Marketable  Products  as  they  are  produced  by any of
Licensee's  Licensed  Plants to verify compliance with this Agreement.  Licensor
agrees to limit its analysis of samples of Marketable Products to those analyses
necessary  to  determine  compliance with the definition of Marketable Products.

                           5.  LICENSE AND OTHER FEES
                           --------------------------

5.01     In  consideration  for the rights granted to Licensee by Licensor under
this Agreement, Licensee shall pay Licensor a non-refundable amount of $________
U.S.  dollars  upon  execution  of  this  Agreement.  This amount shall be fully
credited  against  the  first $_________ U.S. dollars in License Fees payable by
Licensee  to  Licensor  as  provided  in  Attachment  3.

5.02     Licensee agrees to pay fees to Licensor in accordance with Attachment 3
for  each  Licensed  Plant.

5.03     In  addition  to  the  amounts to be paid by Licensee to Licensor under
Sections  5.01 and 5.02, Licensee agrees to pay Licensor for each Process Design
Package, a fee equal to the costs actually incurred by Licensor in preparing the
Process  Design  Package,  plus  10% of the total of such actual cost.  Such fee
shall  be  invoiced  by  Licensor to Licensee after delivery of a Process Design
Package  and  payment  shall  be  due  within 30 days from receipt of invoice by
Licensee.

5.04     All  amounts  payable under this Agreement shall be paid by Licensee to
Licensor at Licensor's address specified in Section 10.07, or to an account at a
bank  specified  by  Licensor,  in  dollars  of  the  United  States of America.

5.05     In  the  event  Licensee is required to withhold any taxes from amounts
payable to Licensor under this Agreement, Licensee agrees to provide Licensor at
the  time  of  such  withholding with a receipt or other evidence reflecting the
deposit  of  such  taxes  with  the  appropriate  governmental  agency.


                         6.  WARRANTIES AND INDEMNITIES
                         ------------------------------

6.01     Licensor  represents  and  warrants  that  it  is  a  corporation  duly
organized, validly existing, and in good standing under the laws of the State of
Delaware,  United  States  of America, and has full power and authority to enter
into  and perform its obligations under this Agreement.  The execution, delivery
and  performance of this Agreement and all documents relating hereto by Licensor
have  been  duly  and validly authorized by all requisite corporation action and
constitute  valid  and binding obligations of Licensor enforceable in accordance
with  their  respective  terms.

6.02     Licensee  represents  and  warrants  that  it  is  a  corporation  duly
organized, validly existing, and in good standing under the laws of the province
of Yukon, Canada, and has full power and authority to enter into and perform its
obligations  under  this  Agreement  including the right to grant the rights and
licenses  as set forth in Article 4.  The execution, delivery and performance of
this  Agreement and all documents relating hereto by Licensee have been duly and
validly  authorized  by  all requisite corporate action and constitute valid and
binding  obligations of Licensee enforceable in accordance with their respective
terms.

6.03     Except  as  otherwise  expressly  set  forth in this Agreement or other
written  agreement  between  the Parties, LICENSOR MAKES NO AND HEREBY DISCLAIMS
ANY  EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND, INCLUDING ANY
WARRENTY  OF  MERCHANTABILITY,  FITNESS  FOR  A PARTICULAR PURPOSE, OR ANY OTHER
WARRANTIES  OR  REPRESENTATIONS  OF  ANY  KIND  TO  LICENSEE, INCLUDING, WITHOUT
LIMITATION,  ANY  WARRANTY  OR  REPRESENTATION  WITH  RESPECT TO USE OF LICENSOR
TECHNOLOGY  AS  AUTHORIZED  HEREUNDER.

6.04     EXCEPT  FOR  UNAUTHORIZED DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION
OR  UNAUTHORIZED  USE OF PATENT RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL A
PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR
EXEMPLARY  DAMAGES,  INCLUDING  WITHOUT  LIMITATION,  LOST  PROFITS  OR SAVINGS,
REGARDLESS  OF  THE FORM OF ACTION GIVING RISE TO SUCH A CLAIM FOR SUCH DAMAGES,
WHETHER  IN  CONTRACT OR TORT INCLUDING NEGLIGENCE, EVEN IF LICENSOR OR LICENSEE
HAS  BEEN  ADVISED  OF THE POSSIBILITY OF SUCH DAMAGES.  BUT IF A PARTY IS FOUND
LIABLE,  DESPITE  THE  ABOVE LANGUAGE, TO THE OTHER PARTY FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES THEN THE MAXIMUM LIMIT
OF  SUCH  DAMAGES  IS  AGREED  TO  BE  $5,000.

6.05     A  Party  will  promptly advise the other Party in writing of any claim
made  or  lawsuit  alleging  infringement  of  any  patent  or  copyright  or
misappropriation  of  Confidential Information based on the design, construction
and/or  operation  of  Licensed  Facilities  (including  Synthetic  Product  or
Marketable  Products  produced  from  Licensed  Facilities).

     (a)  If  Licensee  has  made  a modification to the Process Design Package,
with  respect  to a Licensed Plant, and infringement or misappropriation by such
Licensed  Plant  would  not  exist  in  the  absence of Licensee's modification,
Licensee  will be solely responsible for any claim or lawsuit. Licensee will (i)
promptly  undertake  at its own expense the defense of the claim or lawsuit, and
(ii) hold Licensor, its Affiliates, and their officers, directors, and employees
harmless  from  any liability, damages and other sums that may be assessed in or
become payable under any decree or judgment by any court or other tribunal which
results  from  such  claim  or  lawsuit  and  from  any attorneys fees, costs of
litigation  and  other reasonable out of pocket expenses incurred in the defense
of  such  claim  or  lawsuit.

     (b)  If the design, construction and/or operation of a Licensed Plant which
is the basis for alleged infringement or misappropriation, is in accordance with
the designs, specifications and operating conditions (including, but not limited
to,  catalysts)  embodied in the Process Design Package for such Licensed Plant,
Licensor will (i) promptly undertake at its own expense the defense of the claim
or  lawsuit,  and  (ii)  hold  Licensee,  its  Affiliates,  and  their officers,
directors,  and  employees  harmless  from any liability, damages and other sums
that  may  be  assessed in or become payable under any decree or judgment by any
court  or  other  tribunal which results from such claim or lawsuit and from any
attorneys  fees, costs of litigation and other reasonable out of pocket expenses
incurred  in  the  defense  of  such  claim  or  lawsuit.

     (c)  A  Party will render all reasonable assistance that may be required by
the  other  Party  in  the defense of  claim or lawsuit alleging infringement or
misappropriation  and  such Party shall have the right to be represented therein
by  advisory  counsel  of  its  selection  and  at  its  expense.

     (d)  In  the event a court or other tribunal finds that infringement and/or
misappropriation  has  occurred  not  as  a  result of Licensee's modifications,
Licensor  shall  have  the  option,  at  its sole expense, to either (i) provide
designs,  specifications and/or operating conditions (including, but not limited
to,  catalysts)  and  make  modifications to the Licensed Plant which avoid such
infringement  and/or  misappropriation  without  degrading  the  economics  or
performance  of  the  Licensed Facilities, or (ii) acquire the right to continue
using  the  design,  construction  and  operating conditions (including, but not
limited  to,  catalysts),  which  were  the subject of such  infringement and/or
misappropriation.

     (e) Except as provided in (d) above, a Party shall not settle or compromise
any  claim  or  lawsuit  alleging  infringement  or misappropriation without the
written  consent  of  the other Party if such settlement or compromise obligates
the  other  Party  to  make any payment or part with any property, to assume any
obligation  or  grant  any  licenses  or  other  rights, or to be subject to any
injunction  by  reason  of  such  settlement  or  compromise.

6.06     Licensor  agrees  to  indemnify  and  hold  harmless  Licensee,  its
Affiliates,  and  their  officers, directors, and employees from and against the
full  amount  of  any  and all claims, demands, actions, damages, losses, costs,
expenses,  or  liability  whatsoever  (including without limitation the costs of
litigation,  including  reasonable  attorneys'  fees),  for patent infringement,
property  (real  and  personal)  damage,  personal  injury  or  death, fines, or
penalties  arising  in whole or in part out of the use of Licensee Patent Rights
and  Licensee  Technical  Information  in a plant operated by Licensor or Person
under  license  from  Licensor.

6.07     Licensor  agrees  to  indemnify  and  hold  harmless  Licensee,  its
Affiliates,  their  officers, directors, and employees from and against the full
amount  of  any  and  all  claims,  demands,  actions,  damages,  losses, costs,
expenses,  or  liability  whatsoever  (including without limitation the costs of
litigation,  including  reasonable  attorneys'  fees),  for  property  (real and
personal) damage, personal injury or death, fines, or penalties arising in whole
or  in  part  out of acts or omissions in the preparation and content (including
design,  engineering,  and specifications) of the Process Design Package for the
Licensed  Facilities.

6.08     Licensee  agrees  to  indemnify  and  hold  harmless  Licensor,  its
Affiliates,  their  officers, directors, and employees from and against the full
amount  of  any  and  all  claims,  demands,  actions,  damages,  losses, costs,
expenses,  or  liability  whatsoever  (including without limitation the costs of
litigation,  including  reasonable  attorneys'  fees),  for  property  (real and
personal) damage, personal injury or death, fines, or penalties arising in whole
or  in part out of acts or omissions outside the scope of or any modification to
the  content  (including design, engineering, and specifications) of the Process
Design  Package  for  the  Licensed  Facilities.

6.09     Licensor's  total  obligation  and  liability  to  indemnify  and  hold
Licensee harmless for any and all claims (i) under this Article 6, including but
not limited to all expenses incurred by Licensor in assuming Licensee's defense,
making  modifications  to  the  Licensed  Plant  and for paying any judgments or
settlements  on  Licensee's behalf, or for any other reason contemplated by this
Article  6,  (ii)  for failure to meet any process guarantees that may have been
provided under a separate agreement, or (iii) for any other indemnification made
by  Licensor  pursuant  to  this  Agreement, shall in no event exceed 50% of the
total  License  Fees  received from the Licensee for any  Licensed Plant that is
subject  to  the  above  claims.

6.10          Licensee's  total  obligation  and liability to indemnify and hold
Licensor  harmless for any and all claims (i) under this Article 6 including but
not  limited to all expenses incurred by Licensee in assuming Licensor's defense
and  for  paying  any  judgments or settlements on Licensor's behalf, or for any
other  reason  contemplated  by  this  Article  6,  or  (ii)  for  any  other
indemnification  made  by Licensee pursuant to this Agreement, shall in no event
exceed  50% of the total License Fees received by Licensor from Licensee for any
Licensed  Plant  that  is  subject  to  the  above  claims.

                       7.  CONFIDENTIALITY AND LIMITATIONS
                       -----------------------------------

7.01     Licensee agrees that any Confidential Information disclosed by Licensor
or  an  Affiliate  directly or indirectly to Licensee during the period from the
date  of  Licensee's execution of the Confidentiality Agreement through the term
of this Agreement, will be kept confidential by Licensee for a period of fifteen
(15)  years  after the date of each disclosure, but not to exceed five (5) years
after the termination of this Agreement or fifteen (15) years from the Effective
Date,  whichever  last  occurs,  with the same standard of care Licensee uses to
protect  its  own  similar  confidential  information  and,  except as otherwise
provided  in  this  Agreement,  will  not  be  disclosed  to others or copied or
duplicated  (except for internal use), and will be used by Licensee solely as it
relates  to  this  Agreement,  and  for  no  other purpose, including Licensee's
research, development or commercial activities related to the Conversion Process
for  its  own  account.  Licensee  may disclose such Confidential Information to
third  parties  who  have  executed  a  secrecy  agreement  with  Licensor  with
confidentiality  terms  no less restrictive than those set forth in this Section

7.01.  To  the  extent  reasonably  necessary  to carry out the purposes of this
Agreement,  Licensee  may  disclose  any  of  the  foregoing  information  to an
Affiliate, provided that the Affiliate has agreed in writing to be bound by this
Agreement.

7.02     Licensor agrees that any Confidential Information disclosed by Licensee
or  an  Affiliate  directly  or  indirectly  to Licensor during the term of this
Agreement  will  be  kept  confidential by Licensor for a period of fifteen (15)
years  after the date of each disclosure, but not to exceed five (5) years after
the termination of this Agreement or fifteen (15) years from the Effective Date,
whichever  last  occurs, with the same standard of care Licensor uses to protect
its  own  similar  confidential information, and except as otherwise provided in
this Agreement will not be disclosed to others or copied or duplicated, and will
be  used  by  Licensor solely in the development, marketing and licensing of the
Conversion  Process,  and  for  no  other  purpose.  Licensor  may disclose such
Confidential  Information to third parties who have executed a secrecy agreement
with  confidentiality  terms  similar  to the confidentiality provisions of this
Agreement.  To the extent reasonably necessary to carry out the purposes of this
Agreement,  Licensor  may  disclose  any  of  the  foregoing  information  to an
Affiliate,  provided that the Affiliate has agreed in writing to be bound by the
relevant  provisions  of  this  Agreement.

7.03     A  Party shall not be subject to the restrictions set forth in Sections
7.01 and 7.02 as to the disclosure, duplication or use of disclosed Confidential
Information,  which  the receiving Party can prove by competent evidence (a) was
already  known  to  the  receiving Party or an Affiliate prior to the disclosure
thereof  by the disclosing Party; (b) is or becomes part of the public knowledge
or  literature  without breach of this Agreement by the receiving Party but only
after it becomes part of the public knowledge or literature; (c) shall otherwise
lawfully  become  available  to the receiving Party or an Affiliate from a third
party but only after it becomes so available and provided the third party is not
under  obligation of confidentiality to disclosing Party; or (d) is developed by
the  receiving  Party  or  an  Affiliate  independently of any disclosure by the
disclosing  Party to the receiving Party or an Affiliate under this Agreement or
independently  of  any joint research and development activities of Licensee and
Licensor  which  may  occur  under  a  separate  agreement.  Any  Confidential
Information  disclosed  shall  not  be deemed to fall within the confidentiality
exceptions  of  this  Section 7.03 merely because it is embraced by more general
information.  In  any such case set forth in Section 7.03(a), (b), (c), and (d),
the  receiving Party shall keep confidential and not disclose to any third party
that  any  such  information  was  also  made  available  to  or acquired by the
receiving Party or an Affiliate from the disclosing Party, and such release from
the  secrecy  obligation shall not be considered as a license to make, sell, use
or  operate  under  any  of  the  disclosing  Party's  proprietary  rights.

7.04     The  receiving Party shall limit access to the Confidential Information
disclosed  to  it  to those employees of the receiving Party or an Affiliate who
reasonably  require  the  same  and  who  are  under  a  legal  obligation  of
confidentiality  on  the  terms set forth in Section 7.01 and Section 7.03.  The
receiving Party shall be responsible to the disclosing Party for the performance
by  its  employees  of  their  confidentiality obligations.  The receiving Party
shall  keep a record of any Confidential Information marked "Limited Access" and
the  identity  of  each  employee  who has access to Confidential Information so
marked.  The  receiving  Party  shall  inform the other Party of the identity of
each  such  employee  within  30  days  of  disclosure.

7.05     In  the  event  that  a  Party  which  is  recipient  of  Confidential
Information  from  the  other  Party  is  requested  or  required by deposition,
interrogatory,  request  for  documents, subpoena, civil investigative demand or
similar  process  to  disclose any such  Confidential Information, the receiving
Party  shall  provide  the  disclosing  Party with prompt written notice of such
request  or  requirement  prior  to  making  the requested disclosure, and shall
cooperate  with  the  disclosing  Party  so that the disclosing Party may seek a
protective  order  or  other  appropriate  remedy or, if the disclosing Party so
elects,  waive  compliance  with  the terms of this Agreement. In the event that
such  protective order or other remedy is not obtained, the receiving Party  may
disclose  only that portion of the Confidential Information which the disclosing
Party  is  advised  by  counsel  is  legally  required  to  be  disclosed.

7.06     The  Parties agree that they will each take all actions and execute all
documents,  and  shall cause their employees, agents and contractors to take all
actions  and  execute all documents as are necessary or appropriate to carry out
the  provisions of this Article 7 or to assist each other in securing protection
of intellectual property and Confidential Information referenced in this Article
7.

7.07     With  respect to any catalyst furnished by Licensor to Licensee for use
by Licensee at the Licensed Facilities, Licensee will not, and Licensee will not
allow  any  other  person to, analyze, break down, reverse engineer or otherwise
seek to determine the chemical composition, except for loss on ignition and bulk
density,  of  any  such  catalyst, except that Licensee shall be entitled to (a)
perform  analyses  that Licensor may from time to time specifically authorize in
writing,  to  the extent required for monitoring the performance of the Licensed
Facilities  and  for  regeneration,  reclamation or disposal of spent catalysts,
such  authorization  not to be unreasonably withheld, and (b) provide results of
the  aforementioned  analyses  to  other  parties  to  the  extent  required for
regeneration,  reclamation  or  disposal of spent catalysts, but only after such
other  parties  have  entered into an agreement with Licensor in a form attached
hereto  as  Exhibit  E of the attached Site License Agreement.  Licensor will be
provided  with  a  copy  of all such analyses which has been approved in writing
prior  to  release  to  other  parties.

                          8.  ASSIGNMENT AND TRANSFERS
                          ----------------------------

8.01     Except  for assignment to an Affiliate or the successor in interest, by
purchase  or  otherwise,  of  Licensee  (but  specifically  excluding  Exxon
Corporation,  Royal  Dutch Shell, Sasol Limited or any entity in which they have
an equity interest), which may be made without written consent of Licensor, this
Agreement  shall not be assignable by Licensee without the prior written consent
of the Licensor, which consent will not be unreasonably withheld.  Licensee will
promptly  notify  Licensor in writing of any assignment to an Affiliate, or such
successor  in interest. Except for assignment to an Affiliate, or such successor
in  interest,  any  attempted  assignment  of this Agreement by Licensee without
consent  of  Licensor  shall  be  void.

8.02     In  the  event  of  the  transfer  of  all  or  a portion of Licensee's
Participating  Interest  in  any  Licensed Plant to another Person other than an
Affiliate,  Licensee  shall  obtain such Person's unconditional execution of the
Site  License  Transfer  Letter  set  forth  in  Exhibit  F  of the Site License
Agreement,  and  submit such Letter to Licensor, whereupon if Licensor gives its
written  consent, such consent not to be unreasonably withheld, then such Person
to  whom  such  Site  License  Agreement  shall  have  been transferred shall be
substituted  for  Licensee  for  all  purposes  in connection with such Licensed
Plant.  Licensor's  refusal to consent may be justified by Licensor's reasonable
concern  that  assignee  will  not  comply  with the terms of this Agreement.  A
transfer  of  Licensee's Participating Interest does not relieve Licensee of its
confidentiality  obligations  under  this Agreement with respect to Confidential
Information  associated  with  such  transferred  Participating  Interest.

<PAGE>
                            9.  TERM AND TERMINATION
                            ------------------------

9.01     This  Agreement  shall  extend  for  a  period  of  fifteen  (15) years
following  the Effective Date, or five (5) years following the effective date of
the  last  Site  License  Agreement  issued under this Agreement, whichever last
occurs.

9.02     Upon  the  written  notice  from  Licensor  to Licensee of any material
default  under  this  Agreement  (including  any  material  default under a Site
License  Agreement),  other  than  as  noted  in Section 2.05 (c), all rights of
Licensee  under  Section  2.05 of this Agreement,  shall be suspended until such
default is cured by Licensee.  Licensee's or an Affiliate's right to operate any
Licensed  Plant which is in compliance with its Site License Agreement shall not
be  affected by either a default under this Agreement or a default under another
Site  License  Agreement for another Licensed Plant. If a material default under
this  Agreement shall continue for a period of one year following written notice
of  such default to Licensee from Licensor without being cured by Licensee, then
Licensor  shall  have the right to (a) suspend all rights of Licensee under this
Agreement, or (b) terminate this Agreement upon written notice to Licensee.  The
actions  by  Licensor  under this Section 9.02 shall not prejudice Licensor from
enforcing any claim which it may have for damages or otherwise on account of the
default.

9.03     Termination  of  this  Agreement  shall  not:
(a)     relieve  Licensee  of its obligations to account for and pay all amounts
due  Licensor  under  this Agreement and all Site License Agreements executed by
Licensee  under  this  Agreement;
(b)     affect  any  rights  granted  Licensee  under Site License Agreements in
effect  on  the  date  of  termination;
(c)     affect  any  rights  granted  under  Article  4 with respect to Licensee
Patent  Rights  and  Licensee  Technical  Information,  which  shall  survive
termination  in  accordance  with  its  terms;  or
(d)     affect  the  obligations of Licensor and Licensee under Articles 6 and 7
and  Sections 8.02 and 10.02, which shall survive termination in accordance with
their  terms.

9.04     No  Party  to  this  Agreement  shall  be  in default in performing its
obligations under this Agreement to the extent that performing such obligations,
or  any  of  them,  is delayed or prevented by revolution, civil unrest, strike,
labor  disturbances,  epidemic,  accident,  fire,  lightening,  flood,  storm,
earthquake, explosion, blockage or embargo, or any law, proclamation, regulation
or  ordinance,  or  any  other  cause that is beyond the control and without the
fault  or  negligence  of  the Party asserting the benefit of this Section 9.04.
Each  Party  shall do all things reasonably possible to remove the cause of such
default.

9.05     Licensee  shall  have the right to terminate this Agreement in its sole
discretion,  with  or  without  cause,  upon  the  delivery of written notice of
termination  to  Licensor  no  less  than  90  days  prior  to  the date of such
termination.

                               10.  MISCELLANEOUS
                               ------------------

10.01       This  Agreement embodies the entire intent of the Parties and merges
all prior oral and written agreements between the Parties hereto with respect to
subject  matter  hereof.  No  stipulation,  agreement,  representation  or
understanding  of  the  Parties  hereto  shall  be  valid  or enforceable unless
contained  in  this Agreement or in a subsequent written agreement signed by the
Parties  hereto.  In  the  event of a conflict between this Agreement and a Site
License  Agreement  executed  pursuant  to  this  Agreement, this Agreement will
govern.

10.02     THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE  LAWS  OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REGARD TO
CONFLICT  OF  LAW  PROVISIONS  THEREOF.  The  Parties  expressly and irrevocably
consent and submit to the jurisdiction of any federal court sitting in the state
of  Oklahoma  and  agree  that,  to the fullest extent allowed by law, only such
Oklahoma federal courts, to the exclusion of all others, shall have jurisdiction
over  any  action,  suit  or  proceeding  arising  out  of  or  relating to this
Agreement.  Provided,  however,  that  in the event that no federal court in the
State  of  Oklahoma  has jurisdiction over the Parties and the subject matter of
any  action,  suit, or proceeding, the Parties expressly and irrevocably consent
and  submit  to  the  jurisdiction  of  any  state court sitting in the state of
Oklahoma  and  agree  that,  to  the  fullest  extent  allowed by law, only such
Oklahoma  state  courts, to the exclusion of all others, shall have jurisdiction
over  any  such  action,  suit  or proceeding arising out of or relating to this
Agreement.  The Parties each irrevocably waive, to the fullest extent allowed by
law,  any  objection  either of them may have to the laying of venue of any such
suit, action or proceeding brought in any state or federal court sitting in, the
state  of  Oklahoma  based  upon  a  claim  that  such  court is inconvenient or
otherwise an objectionable forum.  Any process in any action, suit or proceeding
arising out of or relating to this Agreement may, among other methods, be served
upon  any Party by delivering it or mailing it to their respective addresses set
forth  herein.  Any  such  delivery  or mail service shall be deemed to have the
same  force  and  effect  as  personal  service  in  the  State  of  Oklahoma.

10.03     This  Agreement  does not grant and shall not be construed as granting
any  license,  authorization  or  consent,  to  either  Party by the other Party
hereto,  to  use any name, trademark, service mark or slogan of the other Party.
A Party shall not use the other Party's name without written consent, except for
the  identification  of  the  other  Party as a Licensee or Licensor of Licensor
Technology.  The  terms  of  this  Agreement will be maintained in confidence by
each  Party  subject to the same standard of care each Party uses to protect its
confidential  information,  except  as  required  by law.  A press release which
includes  the  name  of  the other Party must have prior written approval of the
other  Party,  except  as  required  by  law.

10.04     Failure  of  either  Licensor  or Licensee at any time or from time to
time to exercise any of its rights under this Agreement or to insist upon strict
performance  of  the  other  Party's obligations hereunder shall not be deemed a
waiver  of  or  to  limit any of such rights or obligations with respect to such
rights  or  obligations  or  any  subsequent  occurrence.

10.05     Licensee may publish the existence of this Agreement but agrees not to
disclose,  without the written consent of the Licensor, any of the terms of this
Agreement  or  any portion thereof, or any amendment concerning the same, except
to  Persons directly involved with design, financing, construction, or operation
of  a  Licensed  Plant  on  a  need-to-know  basis  or  as  required  by  law.

10.06     Licensee  agrees  that  all Licensor information, technology, patents,
and  the  product  produced  directly  by the use thereof, when used outside the
United States of America, shall be used by Licensee subject to and in accordance
with regulations of any department or agency of the United States of America and
Licensee shall not re-export or transship or agree to re-export or transship any
such  Licensor  information,  technology,  patents,  and  the  product  produced
directly  by  the use thereof to any destination prohibited by United States law
including, without limitation, United States executive orders and administrative
orders,  rules,  and regulations or to any destination requiring the approval of
the  United  States  government for such re-exportation or transshipment until a
request  to  do  so  has  been  submitted  to  and approved by the United States
government  and notice of such approval has been provided to Licensor.  Licensee
shall  not  (i)  enter  into  a  transaction  or  dealing,  including,  without
limitation,  re-exporting  the  Licensed  Technology,  or  causing,  financing,
guaranteeing,  authorizing or facilitating an action to enter into a transaction
or dealing, that might reasonably be considered a violation of United States law
by either Licensor or Licensee, or (ii) disclose information in a way that might
reasonably  be considered a violation of United States law by either Licensor or
Licensee.

10.07     Should  any  part or provision of this Agreement be held unenforceable
or  in  conflict with the law of any state or of the United States of America or
of  any foreign country, the validity of the remaining parts or provisions shall
not  be  affected  by  such  holding.

<PAGE>

10.08     All  notices  hereunder  shall be addressed to the Parties as follows:
(a)     If  to  Licensor:
     Syntroleum  Corporation
     1350  S.  Boulder,  Suite  1100
     Tulsa,  OK  74119-3295
     Fax  No.:  (918)  592-7979
     Phone  No.:  (918)  592-7900
     ATTN:  Office  of  the  President

     with  copy  to:

     Syntroleum  Corporation
     1350  S.  Boulder,  Suite  1100
     Tulsa,  OK  74119-3295
     Fax  No.:  (918)  592-7979
     Phone  No.:  (918)  592-7900
     ATTN:  Office  of  the  General  Counsel

(b)     If  to  Licensee:

     Ivanhoe  Energy  Inc.
     9th  Floor,  Waterfront  Center
     200  Burrard  Street
     Vancouver,  B.C.  V6C  3L6
     CANADA
     Attn:  E.  Leon  Daniel


     with  copy  to:

     1200  Discovery  Way
     Bakersfield,  CA  93309
     Attn:  Oscar  Blake

Any  notice required or permitted to be given under this Agreement by one of the
Parties  to  the  other  shall be deemed to have been sufficiently given for all
purposes  hereof  if  mailed  by  registered or certified mail, postage prepaid,
addressed  to  such  Party  at  its  address  indicated  above,  electronically
transmitted and acknowledged by the other Party or by actual delivery of written
notice  to  the  other  Party.

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
set  forth  above.
                         Licensor
                         SYNTROLEUM  CORPORATION


                         By:_________________________________
                              Mark  A.  Agee,  President/COO

                         Date:_______________________________


                         Licensee
                         IVANHOE  ENERGY  INC.


                         By:_________________________________
                              E.  Leon  Daniel,  President  &  CEO

                         Date:_______________________________





<PAGE>
                                   ATTACHMENT 1
                                  ------------

                     Request  for  Site  License  Agreement
                    --------------------------------------


Syntroleum  Corporation
1350  S.  Boulder,  Suite  1100
Tulsa,  OK  74119-3295

Attn:  Office  of  the  President

Gentlemen:

Please  issue,  for  immediate  execution,  a Site License Agreement of the form
identical  to  Attachment 4 of our Volume License Agreement dated _____________,
20__,  covering  the construction and operation of a Licensed Plant, in which we
have,  or  intend  to  have,  a  Participating Interest upon completion of other
related  agreements.  Issue  the  Site  License  Agreement  in  the  name  of
_____________________________  as  the  Licensee  pursuant to the Volume License
Agreement.  The following information is provided for inclusion in the execution
copies:

Licensed Plant Location:
City:  _____________________________  State/Province:  ______________________
Country:  __________________________  Onshore/Offshore:  ___________________
Latitude:  __________________________  Longitude:  _________________________

Maximum  daily  design  capacity,  as  defined  by the Process Design Package is
__________  Barrels  of Synthetic Product per day.  To the extent that more than
one  Syntroleum  licensee  is  a  participant  in the Licensed Plant, the design
capacity  of  such  Licensed  Plant  should  be  applied against such licensees'
remaining  aggregate  maximum  daily  design  capacities for licensed facilities
under  their  respective  license  agreements  as  follows:
                                   Aggregate  Design
     Entity                              Capacity  Deduction
     ------                              -------------------
______________________________________     ________________
______________________________________     ________________
______________________________________     ________________


Our  Participating  Interest  in the Licensed Plant currently represents _______
percent  (%) of the entire ownership interest not held by a government authority
and  we  (are/are  not)  ______  the  operator  of  the proposed Licensed Plant.

The other ownership interests, including that held by a government authority, if
any,  is  as  follows:
     Entity                              Ownership  Interest
     ------                              -------------------
______________________________________     ________________
______________________________________     ________________
______________________________________     ________________
______________________________________     ________________
______________________________________     ________________
______________________________________     ________________

We  agree  to  pay  License Fees in accordance with the applicable provisions of
Attachment  3  of  the  Volume  License  Agreement.

Please  forward the appropriate materials to initiate the Process Design Package
and  acknowledge  your  receipt  of  this  request.

Very  truly  yours,




____________________________,
Licensee
<PAGE>
                                ATTACHMENT  2
                              -------------

                      AFFILIATE  EXTENSION  AGREEMENT
                     -------------------------------




THIS  AGREEMENT,  effective  as of the _______ day of _______________, _____, by
and  between  ___________________________________________,  a  ______________
corporation  (hereinafter  "Affiliate-Licensee")  and
_________________________________________,  a  _____________________ corporation
(hereinafter  "Licensee").


WHEREAS,  Licensee  and  Syntroleum  Corporation  (hereinafter  "Licensor") have
previously  entered  into  a  certain  Volume  License  Agreement,  dated
_____________________,  relating to the use of Licensor Technology in practicing
the  Conversion  Process  at  Licensed  Facilities  in the Licensed Territory to
produce  Marketable Products, such capitalized terms being defined in the Volume
License  Agreement;


WHEREAS, pursuant to the terms of the Volume License Agreement, Licensee has the
right  to extend the benefits of the Volume License Agreement to its Affiliates;
and


WHEREAS,  Affiliate-Licensee  desires  to  acquire  the  right  to  use Licensor
Technology  in  practicing  the Conversion Process at Licensed Facilities in the
Licensed Territory to produce Marketable Products by extension to it by Licensee
of  the  benefits  of  the  Volume  License  Agreement.


NOW,  THEREFORE,  in  consideration  of  the mutual covenants and agreements set
forth  in  this  Agreement,  the  parties  agree  as  follows:

     1.     Pursuant  to  the  provisions  of Section 2.06 of the Volume License
Agreement,  Licensee  hereby  extends  the  Volume  License  Agreement  to
Affiliate-Licensee  for  use of Licensor Technology in practicing the Conversion
Process  in  Licensed Facilities in the Licensed Territory to produce Marketable
Products.

     2.     Affiliate-Licensee  hereby accepts the extension to it of the Volume
License  Agreement as set forth in Paragraph 1 above and agrees that it shall be
subject  to  the  same obligations to which Licensee is subject under the Volume
License  Agreement,  and  that  all  of  the  terms and conditions of the Volume
License  Agreement  shall  apply  to it with respect to both its obligations and
rights  (except  for  the right of extension as set forth in Section 2.06 of the
Volume  License  Agreement) as if Affiliate-Licensee had entered into the Volume
License  Agreement  effective  as  of  the  date  of  this  Agreement.

IN  WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth  above.

LICENSEE                                AFFILIATE-LICENSEE

______________________________          _______________________________
     (COMPANY)                              (COMPANY)


By:___________________________          By:_____________________________

Title:________________________          Title:__________________________


Acknowledged  and
Agreed  to  this  ___  day
of  _______,  ________.
Syntroleum  Corporation
By:_______________


<PAGE>
                                  ATTACHMENT 3
                                  ------------

                             LICENSE FEE CALCULATION
                             -----------------------


I.     For  purposes  of  this  Attachment 3, the following terms shall have the
meanings  ascribed  thereto:

A.     "LICENSED  PLANT"  means  the  Licensed  Plant  in  which  a Site License
Agreement  for  such  plant is issued to and remains in the name of the Licensee
who  has  executed  this Agreement with Licensor and, in which the Participating
Interest  held by Licensee, or collectively by Licensee and any other Person who
has  executed  a  license  agreement (which is applicable to the Licensed Plant)
with  Licensor, represents at least 10% of the entire Participating Interest not
held  by  a  governmental  authority  regardless of operatorship of the Licensed
Plant.

B.     "ROYALTY  RATE"  shall  mean  (i)  the  lowest royalty rate per Barrel of
Synthetic  Product  accepted  by  Licensor  for  a Site License Agreement with a
non-Affiliate  for  a  facility  of  comparable size, in the Licensed Territory,
which  is not under a master preferred license agreement, during the twelve (12)
months  immediately  preceding the execution date of the applicable Site License
Agreement  under  this  Agreement, or (ii) if no such Site License Agreement has
been  executed  during  the  twelve  (12) months immediately preceding, then the
royalty  rate per Barrel of Synthetic Product in the last Site License Agreement
with  a non-Affiliate, in the Licensed Territory, executed by Licensor, which is
not  under  a  master  preferred  license  agreement,  or  (iii)  if none of the
foregoing  applies,  then  US$______  per  Barrel  of Synthetic Product.  Market
Royalty  Rate  does not include the catalyst price as provided for under Section
                                                                         -------
2.03  of  this  Agreement.
 ---


II.  For  each  Site  License  Agreement executed for Licensed Plants under this
Agreement,  Licensee agrees to pay License Fees to Licensor on a prepaid license
basis  as  follows:

A.     Licensee  agrees  to  pay  Licensor  a  one-time,  prepaid  License  Fee
calculated  in  accordance  with  the  following  formula:

License  Fee  =  "C"  x  350  x  7.5  x  "R"


<PAGE>
wherein:

"C"  =     the  maximum  daily design capacity, as defined by the Process Design
Package,  of  such  Licensed  Plant  to  produce Marketable Products measured in
Barrels of Synthetic Product per day for which such Licensed Plant is originally
designed  and  constructed,  and
"R"  =  the  Royalty  Rate.

and  payable  in  installments  as  follows:

(i)     20%  within  thirty  (30)  days  after the execution of the Site License
Agreement  for  such  Licensed  Plant;

(ii)     30%  within  thirty  (30)  days  after  delivery  of the Process Design
Package  or within one hundred twenty (120) days after the execution of the Site
License  Agreement  for  such  Licensed  Plant,  whichever  first  occurs;

(iii)     20%  within  thirty  (30)  days  after  the  commencement  of  field
construction  move-in;

(iv)     30% within one-hundred and twenty (120) days after the Start-Up Date of
the  Licensed Plant or a successful Performance Test as specified in the Process
Guarantee  and  Performance  Test  Agreement,  whichever  first  occurs.

B.  Capacity  Adjustments:  In  the  event the actual production capacity of any
Licensed  Plant,  under  II.A.  above, is determined to have either exceeded the
original maximum daily design capacity established in its Site License Agreement
or  is increased through major equipment modification, by more than five percent
(5%)  or  by more than 500 barrels per day, at any time after the Start-up Date,
Licensee shall pay Licensor an additional License Fee, on a prepaid basis, equal
to  the  difference  between  (a)  the  prepaid  License  Fee as would have been
calculated  with  the  higher  production  capacity  for  such  Licensed  Plant
substituted  for "C" in the calculation method set forth in II.A. above, and (b)
the  License  Fee  as  would have been calculated for such Licensed Plant by the
method set forth in II.A. above using the original maximum daily design capacity
established  in  each  Site  License Agreement.  The incremental License Fee due
will  be  reduced  by  any  previous  incremental  adjustments.  Such additional
License  Fee  shall  be  payable  within  thirty  (30) days after the end of the
calendar  year  in  which  such increase in production capacity of such Licensed
Plant occurs.  Incremental License Fees for increased production capacity in any
Licensed  Plant  shall  not  be  due if the increased production capacity is the
result  of  the  initial  use  of  Licensee  Patent Rights or Licensee Technical
information.  The  total  cumulative incremental capacity adjustments under each
Site  License  Agreement  will  be  limited to 50 percent of the initial maximum
daily  capacity  under  such  Agreement.

III.     Upon  payment of all fees due under the Site License Agreement for each
Licensed  Plant,  Licensee shall be deemed to have acquired a fully paid license
for  such Licensed Plant up to the original maximum daily design capacity or any
adjusted  daily  design  capacity made under the provisions of II.B. above.  Any
additional  incremental increases in the Licensed Plant capacity will be subject
to  additional  License Fees as calculated under Incremental Adjustments defined
under  II.  above.

IV.     All  payments  required  hereunder shall include a statement showing the
details  supporting  the  calculation  of the License Fees being paid.  Licensee
shall  keep accurate and complete records of all natural gas feedstock processed
(volume  and  composition) and all Synthetic Product produced at and either used
internally  within or removed from each Licensed Plant to enable verification of
statements  and  payments  rendered  to  Licensor hereunder.  Licensee agrees to
permit  Licensor,  at Licensor's expense,  to inspect such records on reasonable
notice  and  at  reasonable intervals during normal business hours to verify the
fees  paid  and  payable  under  this  Agreement.