EXHIBIT 10.4


                        NORTH AMERICAN GEOPHYSICAL
                            29 Retirement Road
                               Nassau, Bahamas

                                   AGREEMENT

This contract dated December 1, 1997, is by and between AmeriTech Petroleum, 
Inc. ("AmeriTech") and North American Geophysical ("North American").  For 
and in consideration of mutual promises and covenants contained within this 
Agreement, the receipt and sufficiency of which is hereby acknowledged, the 
parties agree as follows:

  1.  North American acknowledges receipt of $1,000,000.00(one million U.S. 
      dollars) from AmeriTech as part consideration to conduct a seismic 
      survey on the lands and to the extent identified in the Appendices to 
      this Agreement.

  2.  North American agrees to commence and complete a 3-D seismic survey 
      within a reasonable period of time from the date this Agreement is 
      executed, and submit a
      report or reports concerning such survey to AmeriTech as more fully 
      described on the Appendices to this Agreement.

  3.  AmeriTech agrees to pay additional consideration to North American as 
      shown on the Appendices to this Agreement, on or before completion of 
      the work required in each such Appendix, but in no event later than the
      date AmeriTech requests reports concerning such surveys from North 
      American.

  4.  If AmeriTech fails to pay additional consideration required by this 
      Agreement or as specifically provided in any Appendix to this 
      Agreement, such failure to pay will result in the survey and all data 
      relating to the survey becoming the property of North American; and 
      AmeriTech agrees that in such circumstances title to the survey and the
      data associated with such survey will remain with North American until 
      full payment of the amount required by this Agreement and the
      applicable Appendix is made.

  5.  Should the work required by any Appendix to this Agreement not be 
      commenced or completed for any reason, AmeriTech shall not be obligated
      to pay the additional consideration required by this Agreement and the 
      applicable Appendix, but in no event will North American ever be 
      required to refund the $1,000,000.00 already received by North American
      in conjunction with this Agreement.

  6.  AmeriTech agrees to provide North American access to the lands 
      described in the Appendices to this Agreement, so that North American 
      may conduct activities relating to the seismic survey, and AmeriTech 
      represents it has the authority, or will have the authority, to grant 
      North American access to the lands described in the Appendices to 
      conduct such activities.

  7.  North American may subcontract any and all work required to be 
      performed by it under this Agreement, as it deems necessary or 
      appropriate, but in so doing will remain solely liable to AmeriTech to 
      comply with the terms of this Agreement and AmeriTech agrees to look 
      solely to North American for compliance with the terms of this Agreement.

  8.  This instrument constitutes the entire agreement of the parties, except as
      additional Appendices may be added to this Agreement, and this Agreement
      supersedes any prior oral or written agreements or understandings 
      concerning the subject matter of this Agreement. This agreement may not
      be amended, except by written instrument referring specifically to this
      Agreement. It is however, contemplated that the parties will, from time
      to time, prepare and execute Appendices to this Agreement, which the 
      parties specifically agree will, to the extent state in such 
      Appendices, amend this Agreement.

  9.  This Agreement will be construed under the laws of the State of Texas, 
      and venue for any action in conjunction with this agreement will be in 
      Dallas County, Texas.

 10.  This Agreement inures to the benefit of the parities, their assigns, 
      successors, and representatives.


                                             AMERITECH PETROLEUM, INC.

                                              /s/ Brent A. Wagman
                                           By:___________________________
                                              Brent A. Wagman, President




                                             North Americna Geophysical

                                            By: /s/ M.W. Taylor
                                               __________________________
                                                M.W. Taylor, Director