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                                                                   EXHIBIT 10.19

                              CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT ("Agreement") is entered into this 15th day of
November 2000, by and between IVANHOE ENERGY INC., a company organized under the
laws of the Yukon, Canada, whose address is 200 Burrard Street, 9th Floor,
Vancouver, BC V6C 3L6 ("Company"), and CONTINENTAL ENERGY LIMITED, Cayman
Islands company, with its registered address at Caledonian House, P. 0. Box 265,
George Town, Grand Cayman Islands ("CONSULTANT").

The Company and the Consultant are sometimes hereinafter referred to
individually as a "PARTY" and collectively as the "PARTIES". The term "Company"
shall also be construed, as the context may require, to include any Affiliate of
the Company in whose name the Project Agreement is obtained. For the purposes of
this Agreement a Person is deemed to be an Affiliate of the Company if that
Person is an Associate of the Company, as herein defined, or if an Associate or
the Company owns a direct or indirect interest in that Person.

WHEREAS:

(A)  Company is pursuing a project (herein called the "PROJECT"), either solely
     or jointly with others, involving all or any of the following: (i) the
     drilling for and the development and production of natural gas from an
     offshore natural gas field ("GAS FIELD") in the State of Qatar in the
     Middle East ("QATAR"), including all related facilities and services (ii)
     the delivery of the natural gas and associated liquids by pipeline from the
     Gas Field to receiving and treatment facilities onshore, (iii) the
     construction of a natural gas liquids ("NGL") plant onshore, (iv) the
     construction of a plant to convert natural gas to ultra-clean liquid fuel
     and other products utilizing Syntroleum Corporation's state-of-the-art
     Gas-to-Liquids ("GTL") technology, (v) extensions and expansions of the
     activities described in (i) through (iv) above and (vi) related or
     associated facilities including power generation and desalinization plants.

(B)  Company is seeking to obtain an agreement or agreements with the Government
     of Qatar ("GOVERNMENT") and/or the Qatar General Petroleum Corporation
     ("QGPC") and/or other Government agency relating to the Project or any part
     thereof (herein individually or collectively called, as the context
     requires, the "PROJECT AGREEMENT");

(C)  The Company has highly experienced staff with intensive experience in
     international oil and gas exploration, development and production, and
     international construction projects; and

(D)  The management of the Company has previously conducted business with the
     principals of the Consultant, and know that Consultant, under their
     guidance, and in light of their specific knowledge and information
     regarding the infrastructure and methods of operating in Qatar, is capable
     to advise and assist the Company, and provide specific technical services,
     for the Project and with respect to obtaining and implementing the Project
     Agreement; and

(E)  The Consultant is a company dedicated to general construction, mechanical
     and electrical works, project management, consultancy and procurement, as
     well as other disciplines and technical services complementary to the
     expertise of the Company, and is willing to advise and assist the Company
     as contemplated hereby;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement, the Parties hereby agree as follows:

1.  THE CONSULTANT'S OBLIGATIONS

1.1 The Consultant shall use its reasonable endeavours to provide, in relation
    to the Project and in connection with obtaining the Project Agreement, the
    following services. The services specified in Sections 1.1.1 and 1.1.2 are
    herein collectively called the "SERVICES".

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     1.1.1  SERVICES IN OBTAINING THE PROJECT AGREEMENT:

     -  Assist the Company in communicating to the Government the Company's
        experience, capabilities and technical and commercial proposals relative
        to, the Project; and

     -  Advise and assist in communicating to the Government and QGPC,
        definition and clarification of the Project, technical and commercial
        analyses, and bidding activities required in obtaining the Project
        Agreement, including (i) identifying and aiding the Company in liaising
        with key departments, agencies within the Government and its officials,
        personnel, ministries, departments and municipalities and (ii) analysis
        and interpretation of public affairs and Governmental policies in Qatar
        in the areas of oil, gas, power, and water projects, foreign investment,
        and taxation; and

     -  Advise about general business contacts, and competitor activities in
        Qatar; and

     -  Such other Services as reasonably requested by the Company and that
        Consultant is reasonably able to provide in order to assist in obtaining
        the Project Agreement.

     1.1.2  ONGOING SERVICES IN CONNECTION WITH THE PROJECT:

     During the term of this Agreement, upon the Company's reasonable request,
     the Consultant shall use its reasonable endeavours to provide the following
     ongoing services to the Company:

     -  Provide temporary office space, telephone and communication services and
        secretarial assistance, for the Company in Qatar before the Company
        establishes its own offices and facilities in Qatar; and

     -  Assist the Company to find satisfactory office space and related
        services in Qatar; and

     -  Advise in maintaining compliance of the Company with contract terms and
        conditions, assistance with resolution of contract interpretation,
        disputes, modifications due to changes in scope of work, and other
        contract administration activities.

     -  Assist the Company in locating competent and competitive contractors and
        suppliers of specialty services, equipment, materials and supplies in
        Qatar, in connection with implementing the Project; and

     -  Such other Services as requested by the Company and that Consultant is
        reasonably able to provide in order to assist in and further the
        Company's business and activities with respect to the Project in Qatar.

1.2  The Company also hereby grants to Consultant or such company as may be
     nominated for the purpose with the approval of the Company, or will use its
     reasonable efforts to procure that the Consultant or such nominated
     company, is granted the right to tender to provide to the Company the
     following services in connection with the performance by the Company of its
     obligations under the Project Agreement:

     1.2.1  Construction and industrial civil engineering;

     1.2.2  Maintenance and refurbishing of buildings;

     1.2.3  Provision of inspectors and N.D.T. inspection;

     1.2.4  Coded welding and repair;

     1.2.5  Mechanical and electrical works;

     1.2.6  Marine construction, subsea engineering -- onshore and offshore;

     1.2.7  Sand / grit blasting, painting;

     1.2.8  Scaffolding;

     1.2.9  Instrumentation services;
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     1.2.10 Fabrication works;

     1.2.11 Provision of commissioning and precommissioning engineers and
            manpower; and

     1.2.12 Provision of materials administration services; coding, inventory
            control, procurement, stock review, systems analysis.

1.3 The Consultant shall perform the Services, at all times, with due diligence
    and in compliance with all applicable laws and regulations in Qatar.

1.4 The Consultant's advice to the Company in respect of the Services shall be
    given orally or in writing. Consultant shall report to Mr. E. L. Daniel, or
    to such other individual as the Company may hereafter specify by written
    notice to Consultant.

1.5 The Company agrees that the Consultant may retain appropriate Persons to
    assist it in providing the Services (subject to the consent of the Company
    in each case, which consent shall not be unreasonably withheld). The term
    "PERSON" as used in this Agreement, means a corporation, company,
    partnership, or business association.

1.6 During the term of this Agreement, Consultant shall do no act which in
    relation to the Project conflicts with the business of the Company or which
    would, in any way, jeopardize the interests of the Company in relation to
    the Project.

2.  COMPENSATION

2.1 In consideration for the provision of the Services by the Consultant to the
    Company, the Company shall pay to the Consultant the compensation set out in
    this Section 2 ("COMPENSATION"). It is clearly agreed that compensation to
    Consultant by the Company will be on a successful efforts basis, viz.,
    compensation will be paid only for portions of the Project for which the
    Company signs the Project Agreement. For the purposes of this Agreement, a
    Project Agreement must be effective by its terms in accordance with the laws
    of Qatar.

     2.1.1  The Company shall pay to Consultant Compensation (herein "CAPITAL
            INVESTMENTS COMPENSATION") in an amount in Dollars of the United
            States of America (herein "DOLLARS" or "$") equal to two and
            one-half percent (2.5%) of the Project Investments. The "PROJECT
            INVESTMENTS" mean the capital amount in Dollars that are actually
            spent for each phase or stage, or part thereof, of the Project. The
            Capital Investments Compensation shall be paid every calendar
            quarter commencing when the first capital investments are made in
            the Project, after the effective date of the Project Agreement, and
            shall continue thereafter as further investments are made; provided,
            however, that the Capital Investments Compensation paid to
            Consultant shall not exceed Six Million Dollars ($6,000,000.00) per
            year after commencement of their payment, with any excess being
            carried forward to subsequent years until fully paid.

     2.1.2  Consultant shall also be entitled to receive as Compensation ("NCF
            COMPENSATION") in an amount in Dollars equal to two and one-half
            percent (2.5%) of the Project Net Cash Flow of the Company and of
            any transferee, assignee or successor to any of the interest in the
            Project or the Project Agreement or the production or revenue
            therefrom. "PROJECT NET CASH FLOW" means the net cash flow of the
            Company and of any transferee, assignee or successor to any of the
            interest in the Project or the Project Agreement or the production
            or revenue therefrom, determined by deducting (i) the sum of all
            costs and items making up the Syntroleum fees (Columns 3 and 3-A),
            Capital Investment Compensation paid to Consultant (Column 5)
            Project capital (Column 4) operating expenses (Column 6) natural gas
            costs (Column 7) gas royalties (Column 8) signature bonuses for the
            Project Agreement (Column 9) finance costs (Column 10) and debt
            service costs (Column 11), from (ii) the sum of the Company's profit
            share and that of any transferee, assignee or successor to any of
            the interest in the Project or the Project Agreement or the
            production or revenue therefrom.

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(Column 1) plus cost recovery (Column 2) under the Project Agreement. An example
of the Project Net Cash Flow calculation is shown for illustration purposes on
the attached Exhibit "A" and is the amount shown in the column entitled
         "Contract Project NCF". The above Column references are to Exhibit "A".

         2.1.2.1 The NCF Compensation does not include any right, title or
         interest in and to any of the personal property, fixtures or equipment
         of or in the Project; the NCF Compensation is exclusively an interest
         in Project Net Cash Flow.

         2.1.2.2 The Company shall maintain a net cash flow account for the
         Project, (the "NET CASH FLOW ACCOUNT") in accordance with the terms of
         this Agreement and good accounting practices; it being the intent that
         all expenses and income from the Project be charged and credited to
         only one net cash flow account covering the Project. The books of
         account and records relating to the Net Cash Flow Account shall at all
         reasonable times be open for examination, inspection, copying and audit
         by Consultant and Consultant's representatives at Consultant's expense.
         The Net Cash Flow Account shall be and remain a non-interest bearing
         account and is maintained for the sole purpose of accounting for the
         NCF Compensation.

         2.1.2.3 NCF Compensation shall become payable when the cumulative
         Project Net Cash Flow for any calendar quarter, after recovery of
         cumulative costs as illustrated in Exhibit "A", becomes positive. NCF
         Compensation shall be paid to Consultant on a calendar quarter basis
         within thirty (30) days of the end of such quarter. Within thirty (30)
         days of the end of each quarter, Company shall furnish a detailed
         accounting to Consultant showing all charges and credits made to the
         account for such quarter, together with a cumulative summary of credits
         and charges made to the account from the effective date of this
         Agreement. Without prejudice to any other rights or remedies of
         Consultant, overdue payments of Compensation shall bear interest at the
         annual rate of three percent (3%) above the base rate for the time
         being of Barclays Bank Plc in England (or its successor bank), until
         payment.

         2.1.2.4 After commencement of payments of NCF Compensation, should
         calculation of Project Net Cash Flow for any quarter, as illustrated in
         Exhibit "A", become negative, Consultant shall not be entitled to any
         NCF Compensation for such quarter. Any deficit for any such quarter
         shall be accrued and carried forward and deducted from revenues during
         the subsequent quarters until such deficits have been recouped from
         Project Net Cash Flow and such deficits shall be taken into
         consideration in determining the Project Net Cash Flow from which
         Consultant shall be entitled to receive NCF Compensation.

2.2 Any cash payment of Compensation shall be paid to the Consultant and only in
    the name of Consultant by direct wire transfer to the Consultant's bank
    account which the Consultant shall notify to the Company from time to time.
    The Company may rely upon those directions until it receives an affirmative
    request by the Consultant to modify those payment directions. Calculation of
    amounts in other than Dollars shall be translated into Dollars at the mid
    buying and selling exchange rates against Dollars at the close of business
    prior to the date of the transaction involving the payment of the other
    currencies. The Company shall not be responsible for any transfer or
    exchange costs if the Consultant requests payment in a currency other than
    Dollars.

2.3 The Consultant shall be responsible for ascertainment and payment of any and
    all taxes, fees, duties, imposts, and other charges imposed, by whatever
    nation, state, local, or other jurisdiction, whether personal or otherwise,
    on the Consultant, its shareholders, directors, officers, employees,
    representatives, agents or subcontractors, in respect of Compensation or any
    other amounts paid to Consultant by the Company under this Agreement.

2.4 Should any law, decree, or legal requirement, of whatever jurisdiction,
    require withholding of tax from payments by the Company to the Consultant
    hereunder, the Company shall comply with such requirement to withhold and
    shall remit such withholding to the proper tax authorities.

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3.  ASSIGNMENT

3.1 The Consultant may assign the right to receive part or all of the payments
    to be received from the Company hereunder to (i) any Person that is
    controlled by the same shareholders who own the Consultant or (ii) any other
    Person with the consent of Company, which consent shall not be unreasonably
    withheld. In connection with any assignment by Consultant, Consultant shall
    provide such information about the proposed assignee as the Company may
    reasonably request.

3.2 The Company may, at any time upon prior written notice to Consultant, assign
    its rights or obligations under this Agreement to an Associate (as defined
    below); provided-that, prior to such assignment, the Associate enters into
    an agreement with Parties in which the Associate assumes the rights and
    obligations being assigned; and provided, further, that the Company shall,
    unless otherwise agreed in writing by the Parties, remain jointly and
    severally liable with such assignee Associate for any payments required to
    be made and any other obligations to Consultant under this Agreement.

3.3 For the purposes of this Agreement:

     (a)    a company or entity shall be deemed to be an "Associate" of another
            company or entity if (i) that other company or entity directly or
            indirectly controls or is controlled by the first mentioned company
            or entity or (ii) the first mentioned company or entity and that
            other company or entity are directly or indirectly controlled by the
            same company or entity;

     (b)   "CONTROL" shall mean (i) ownership or control (whether directly or
            indirectly) of twenty-five per cent (25%) or more of the equity
            share capital, voting capital or voting rights, (ii) power to
            control the composition of, or power to appoint, twenty-five per
            cent (25%) or more of the members of, the Board of Directors, Board
            of Management, or other equivalent or analogous body, or (iii)
            entitlement to receive twenty-five per cent (25%) or more of any
            (but not necessarily every) income or capital distribution made by
            such company or entity (either on liquidation, winding-up, or
            dissolution of such company or entity, or otherwise).

     3.4.1  If the Company or an Affiliate of the Company has an interest in the
            Project Agreement or the Project or the production or revenues
            therefrom, and sells, transfers or otherwise disposes of such
            interest, either to a third party or to an Affiliate of the Company
            ("INTEREST TRANSFEREE"), the Company shall procure that prior to
            such sale, transfer or disposition, the Interest Transferee enters
            into an agreement with the Parties wherein it assumes such payment
            and all other obligations to Consultant under this Agreement with
            respect to such interest; provided, further, that unless otherwise
            agreed by the Parties, the Company shall remain jointly and
            severally liable with such Interest Transferee for any payments
            required to be made and any other obligations to Consultant under
            this Agreement.

     3.4.2  If an Affiliate of the Company enters into the Project Agreement,
            the Company shall (i) procure that such Affiliate prior thereto
            enters into an agreement with the Parties whereby it assumes the
            obligations to Consultant pursuant to this Agreement, (ii) remain
            liable for payments of Compensation due to Consultant under this
            Agreement and (iii) guarantees that such Affiliate will fulfill and
            perform the liabilities and obligations of the Company to Consultant
            as provided in this Agreement.

4. TERM: TERMINATION

4.1 This Agreement is effective commencing on the date hereof, and unless
    otherwise agreed by the Parties, shall continue for so long as the Company,
    or any Affiliate of the Company, (or any original or subsequent transferee,
    assignee or successor to any interest of the Company or any Affiliate in the
    Project Agreement or the Project or the production therefrom or the revenues
    therefrom) is a

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party to or has an interest in the Project Agreement or the Project or in the
production or revenue therefrom. Notwithstanding the foregoing, this Agreement
may be terminated as follows:

     4.1.1  By the Company in its absolute discretion by notice to Consultant at
            any time prior to the execution of the first of any agreement such
            as is described in Recital B above being within the definition of
            the Project Agreement, if the Company irrevocably decides not to
            pursue the Project and withdraws from the award of the Project
            Agreement for itself or any Affiliate, and no Affiliate of the
            Company pursues such award for itself or any other Affiliate of the
            Company. In the event of such termination, neither Party shall have
            any liability to the other in respect of this Agreement or the
            attempts to obtain the Project Agreement; provided, however, that
            notwithstanding the giving of such notice of withdrawal by the
            Company, if the Project Agreement is notice of withdrawal by the
            Company, if the Project Agreement is nevertheless entered into by
            the Company and/or an Affiliate of the Company, such notice shall be
            void and of no effect.

     4.1.2  By the Consultant in its absolute discretion by notice to the
            Company at any time prior to the execution by the Company of the
            Project Agreement, if QGPC enters into an agreement relating to the
            Project with any other Person other than the Company or an Affiliate
            of the Company; provided, however, that notwithstanding the giving
            of such notice of termination by Consultant, if the Project
            Agreement is executed by the Company or an Affiliate of the Company,
            in which case Consultant's notice shall be void and of no effect.

     4.1.3  By the Company by notice to Consultant if the Consultant breaches
            the terms and conditions of Section 5.5, and termination for that
            reason shall relieve the Company of any outstanding and future
            obligations to the Consultant under this Agreement.

     4.1.4  For the avoidance of doubt, in the event that the Company or
            Affiliate of the Company that has an interest in the Project
            Agreement, the Project or the production or revenues therefrom, that
            pursuant to Section 3.4.1, sells, transfers, assigns or other
            disposes of such interest, this shall not affect entitlement of
            Consultant to Compensation as provided in this Agreement from the
            Company or such Affiliate. Furthermore, the liquidation, insolvency
            or dissolution of the Company or any Associate of the Company, shall
            not terminate the obligation to pay Compensation to Consultant.

5. INDEPENDENT CONTRACTOR: RELATIONSHIP OF THE PARTIES

5.1 In the performance of Services hereunder, Consultant shall be and conduct
    itself always as an independent contractor, and none of the Consultant's
    directors, officers, employees, representatives or agents shall be
    considered an employee, agent or servant of the Company. The Consultants
    performance of the Services hereunder will be at its own risk and none of
    its directors, officers, employees, representatives or agents shall be
    entitled to workers compensation or other similar benefits of employment or
    insurance protection provided by the Company for its employees. The Company
    is interested only in Consultants performance of the Services.

5.2 No director, officer, employee, representative or agent of the Consultant,
    nor their respective spouses, heirs, executors, administrators or assigns,
    shall claim nor seek to obtain from the Company any benefits or sums with
    respect to the illness, disability or death of such director, officer,
    employee, representative or agent of the Consultant, whether arising or
    occurring during or after the termination or expiration of this Agreement.
    The Consultant agrees to indemnify and save the Company harmless from any
    and all such claims.

5.3 Neither Party shall have the authority to bind the other Party, or to sign
    any instrument or document on its behalf. Likewise, neither Party is
    empowered to make commitments for or on behalf of the other Party.

5.4 The Consultant and the Company will act in good faith towards one another in
    the conduct of this Agreement.
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5.5 Consultant represents and warrants that neither it nor any of its directors
    or officers nor, with its actual knowledge or express or implied consent,
    any of its employees, agents or representatives or any person acting on its
    behalf, will, except as permitted under the Corruption of Foreign Public
    Officials Act of Canada (the "Act"), in order to obtain or retain an
    advantage in the course of business, directly or indirectly give, offer to
    give or offer a loan, reward, advantage or benefit of any kind to a foreign
    public official (a) as consideration for an act or omission by the official
    in connection with the performance of the official's duties or functions or
    (b) to induce the official to use his or her position to influence any acts
    or decisions of the foreign state or public international organization for
    which the official performs duties or functions.

5.6 Consultant agrees to cooperate with the Company to provide information
    reasonably requested by the Company about Consultant, including but not
    limited to, (I) Consultants business history and (ii) the shareholders,
    directors and officers of Consultant.

6. CONFLICT OF INTEREST

    The Consultant represents and warrants to the Company that its execution of,
    and the performance of its obligations under this Agreement does not create
    or result in any conflict of interest which the Consultant may have with any
    third party in Qatar. However, the Consultant may provide similar services
    to third parties that do not prejudice the carrying out of the Services to
    the Company. The Consultant shall notify the Company of any possible
    conflict of interest, and shall not create nor permit to exist any such
    conflict of interest during the term of this Agreement.

7. CONFIDENTIALITY

7.1 Each Party shall keep strictly confidential and shall not disclose any
    information concerning this Agreement or the confidential business,
    operations, or affairs of the other Party, regardless of how or when such
    information is acquired by each Party, except:

     (a)    to an Associate of the Company;

     (b)    to a proposed assignee of the Consultant pursuant to Section 3.1;

     (c)    upon mutual agreement of the Parties to the disclosure of such
            information;

     (d)    to any bank, financial institution or any other Person providing
            financing or financial assistance to the Company for the Project;

     (e)    to any governmental authority or entity of competent jurisdiction or
            any stock exchange when required by law or regulations including,
            without limitation, any regulation or rule of any regulatory entity,
            or securities commission, on which the securities of any Party or an
            Associate of a Party are or are to be listed;

     (f)    as may be required pursuant to Section 8 in relation to an
            arbitration or to a court in respect of a dispute or enforcement of
            this Agreement;

     (g)    to legal counsel or independent accountants representing a Party.

7.2 Prior to making an authorized disclosure pursuant to Sections 7.1 (b), (c)
    or (d), the Party seeking to disclose such information shall obtain a
    written commitment from the Person to which such confidential information is
    intended to be disclosed, to the effect that such Person shall treat such
    information as confidential. A Party shall be liable for disclosures
    contrary to the terms of this Agreement by an Associate to which a Party has
    disclosed information that is covered by the confidentiality obligation
    hereunder. However, if a Party, or its Associate, is required to disclose
    such information to a governmental authority of competent jurisdiction, then
    the Party may make such disclosure without having obtained a written
    confidentiality commitment from such governmental authority.

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 7.3 The confidentiality obligations set forth in this Section 7 shall be
     continuing and shall survive the termination or expiration of this
     Agreement without limit in time.

8.  LIABILITY

8.1  Neither Party shall be liable to the other Party for any claims for,
     indirect or consequential damages arising out of or in connection with the
     performance or non-performance of this Agreement, including but not limited
     to claims for lost profit or business opportunities.

9.  FORCE MAJEURE

     If either the Consultant or the Company is rendered unable to perform an
     obligation required of it hereunder, in whole or in part, due to force
     majeure, then upon notice to the other, such Party's performance of such
     obligation shall be suspended for the period that it is unable to perform
     the obligation. For purposes of this Agreement, "force majeure" shall mean
     any act or event beyond the reasonable control of the Party affected,
     including, not limited to, a strike, labour dispute, lockout, fire, flood,
     tornado, hurricane, earthquake, explosion, act of God or the public enemy,
     war (declared or undeclared), blockage, governmental regulation,
     governmental treaty, order or decree, insurrections, riots, terrorism, and
     other civil disturbances, or epidemics. The performance affected by the
     force majeure shall be resumed after the event or cause of force majeure
     ends.

10. APPLICABLE LAW AND DISPUTE RESOLUTIONS

10.1 A Party shall not be required to perform any obligation under this
     Agreement if the performance of that obligation is prohibited by the laws
     of any governmental authority having competent jurisdiction to prevent the
     performance of the obligation of that Party.

10.2 This Agreement shall be governed by and interpreted and construed in
     accordance with English law.

10.3 Any dispute arising out of and in relation to this Agreement including, but
     without limitation, any question relating to its existence, validity and
     termination, shall be referred to and finally resolved by arbitration in
     accordance with the Rules of Arbitration of the International Chamber of
     Commerce ("ICC"), which Rules are deemed to be incorporated herein by
     reference. The language of the arbitration shall be English and the venue
     of the arbitration shall be in London. The Parties hereto acknowledge that
     service of any notices in the course of such arbitration at their addresses
     as given in this Agreement shall be sufficient and valid.

     The number of Arbitrators shall be three (3). Each Party shall appoint one
     Arbitrator, and the two Party appointed Arbitrators shall appoint the
     third. If a Party fails to nominate an Arbitrator within thirty (30) days
     from the date when the claimants request for arbitration has been
     communicated to the other Party, such appointment shall be made by the
     International Court of Arbitration of the ICC. If the two Party appointed
     Arbitrators fail to nominate a third Arbitrator who shall act as Chairman
     within thirty (30) days from the date of appointment of the last appointed
     Party Arbitrator, the third Arbitrator shall be selected by the
     International Court of Arbitration of the ICC. In all cases, the Chairman
     shall be a lawyer fluent in English and shall not be of the same
     nationality as the shareholders in each Party representing a majority of
     the voting power of that Party.

10.4 Judgment on the award of the arbitrators may be entered in any court having
     competent jurisdiction or having jurisdiction over one or more of the
     Parties or their assets. Without prejudice to the aforesaid, the Company
     and the Consultant each hereby submits itself to the jurisdiction and venue
     of the Courts of England for such purpose.

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11. NOTICES

     All notices or requests provided for or permitted to be given pursuant to
     this Agreement must be in writing, or confirmed in writing as provided
     herein, and may be delivered by telecopier, telex, mail or hand. Any notice
     hereunder shall be effective upon receipt by the Party to whom such notice
     is addressed, and shall be addressed as follows:

        IVANHOE ENERGY INC.
        200 Burrard Street, 9th Floor
        Vancouver, British Columbia V6C 3L6
        Canada

        Attention: Mr Leon Daniel, President
        Telephone: 661-325-4026
        Facsimile: 661-325-4440

     CONSULTANT:

        CONTINENTAL ENERGY LIMITED
        P. O. Box 8388
        Doha, Qatar
        Attention: Mr. Khalil Sholy
        Telephone: 975-43-23-073
        Facsimile: 974-4435-637

     Each Party shall have the right from time to time during the term of this
     Agreement to change its address, telephone, facsimile numbers, and/or the
     person to whom communications are to be delivered by notifying the other
     Party in writing.

12. MISCELLANEOUS

12.1 This Agreement constitutes the entire agreement between the Parties
     relating the subject matter hereof and supersedes all prior discussions,
     correspondence, negotiations and agreements, both written and oral,
     regarding its subject matter.

12.2 This Agreement may be amended or modified, and any of the terms hereof may
     be waived, only by a written instrument duly signed by both the Company and
     Consultant or, in the case of a waiver, by the Party waiving compliance.

12.3 This Agreement shall be binding upon and inure solely to the benefit of
     each Party hereto, and their respective permitted successors and assigns,
     and nothing herein, express or implied, is intended to or shall confer upon
     any other Person or Persons any rights, benefits or remedies of any nature
     whatsoever under or by any reason of this Agreement.

12.4 Nothing contained herein shall be construed to create an association,
     trust, partnership or joint venture between the Parties.

12.5 The headings used herein are for convenience only and are not intended to
     be interpretative, definitive, or supplemental to the respective
     paragraphs, provisions, or articles. Terms used herein in the singular
     include the plural and vice versa, and the use of any gender includes any
     or all other genders, as the context requires.

12.6 The waiver by one Party or the failure of the other Party to perform any of
     its obligations under this Agreement shall not be deemed to be a waiver of
     any subsequent non-performance of that obligation, or the waiver of any
     other obligation of the other Party. The failure by either Party to

                                       E-15
<PAGE>   10

     enforce at any time or for any period any of the terms of this Agreement
     shall not be deemed to constitute a waiver.

12.7 If any provision of this Agreement is found to be void, voidable, illegal,
     or otherwise unenforceable under the laws of any jurisdiction, it shall not
     affect the legality or validity of all or any of the other provisions of
     this Agreement in that jurisdiction or the entirety of the Agreement in any
     other jurisdiction where any such provision is not void, voidable, illegal,
     or unenforceable.

IN WITNESS WHEREOF, this Agreement is signed in duplicate originals by the
Company and the Consultant and is effective as of the day and year first above
written.
IVANHOE ENERGY INC.

By: /s/ E. L. DANIEL  15/11/2000
   ------------------------------------------------
    E. L. Daniel, President

CONTINETAL ENERGY LIMITED

By: /s/ KHALIL SHOLY  15/11/2000
   ------------------------------------------------
    Khalil Sholy, Director

                                       E-16
<PAGE>   11

                                   EXHIBIT A

               ILLUSTRATIVE CALCULATION OF PROJECT NET CASH FLOW
<TABLE>
<CAPTION>

                                      SYNTROLEUM           SYNTROLEUM
                             TOTAL    PRODUCTION   GROSS    ROYALTY                $000     PROJECT   ELIGIBLE     CR        CR
                            REVENUE      FEE       CAPEX    PAYMENT      OPEX    GAS COST     NCF      COSTS      LIMIT    LIMIT
                            -------   ----------   -----   ----------   ------   --------   -------   --------   -------   ------
                              MM$        MM$        MM$       MM$        MM$       MM$        MM$       MM$      PERCENT    MM$
<S>                         <C>       <C>          <C>     <C>          <C>      <C>        <C>       <C>        <C>       <C>
2001......................                 a        222                                       (230)       230     59.2%
2002......................                31       1,154                                    (1,185)     1,185     59.2%
2003......................                15       1,440                                    (1,455)     1,455     59.2%
2004......................     455        14        761         3          138                (461)       917     59.2%       270
2005......................   1,366         4        132         9          415                 806        559     59.2%       809
2006......................   1,593                             11          484               1,098        495     59.2%       944
2007......................   1,593                             11          484               1,098        495     59.2%       944
2008......................   1,593                             11          484               1,098        495     59.2%       944
2009......................   1,593                             11          484               1,098        495     59.2%       944
2010......................   1,593                             11          484               1,098        495     59.2%       944
2011......................   1,593                             11          404               1,098        495     29.5%       471
2012......................   1,593                             11          484               1,098        495     29.5%       471
2013......................   1,593                             11          484               1,098        495     29.5%       471
2014......................   1,593                             11          484               1,098        495     29.5%       471
2015......................   1,593                             11          484               1,098        495     29.5%       471
2016......................   1,593                             11          484               1,098        495     29.5%       471
2017......................   1,593                             11          484               1,098        495     29.5%       471
2018......................   1,593                             11          484               1,098        495     29.5%       471
2019......................   1,593                             11          484               1,098        495     29.5%       471
2020......................   1,593                             11          404               1,098        495     29.5%       471
2021......................   1,593                             11          404               1,098        495     29.5%       471
2022......................   1,593                             11          484               1,098        495     29.5%       471
2023......................   1,593                             11          484               1,098        495     29.5%       471
2024......................   1,593                             11          484               1,098        495     29.5%       471
2025......................   1,593                             11          404               1,098        495     29.5%       471
2026......................   1,593                             11          484               1,098        495     29.5%       471
2027......................   1,593                             11          484               1,098        495     29.5%       471
2028......................   1,593                             11          484               1,098        495     29.5%       471
2029......................   1,593                             11          484               1,098        495     29.5%       471
2030......................   1,593                             11          484               1,098        495     29.5%       471
                            ------       ---       -----      ---       ------              ------     ------              ------
Total.....................  41,653        73       3,708      260       12,657              24,935     16,718              15,206
                            ======       ===       =====      ===       ======              ======     ======              ======

<CAPTION>
                                                                                                                    PARTNERS
                                                                                                                   CF PRE-DEBT
                                                               PARTNER'S    GOVT              SIGNATURE             PRE-MGMNT
                              CR      CR     PROFIT   PROFIT    PROFIT     PROFIT     GAS       BONUS      GOVT        FEE
                            TAKEN    CARRY    BBLS     BBLS      BBLS       BBLS    ROYALTY   PAYMENTS     NC =      PRE-TAX
                            ------   -----   ------   ------   ---------   ------   -------   ---------   ------   -----------
                             MM$      MM$     MM$     SPLIT       MM$       MM$       MM$        MM$       MM$         MM$
<S>                         <C>      <C>     <C>      <C>      <C>         <C>      <C>       <C>         <C>      <C>
2001......................            230        --    59.2%                                                 --        (230)
2002......................           1,415       --    59.2%                                                 --      (1,185)
2003......................           2,870       --    59.2%                                                 --      (1,455)
2004......................    270    3,517      186    59.2%       110        76                             28        (537)
2005......................    809    3,268      557    59.2%       330       227                            227         579
2006......................    944    2,819      650    59.2%       385       265                            285         833
2007......................    944    2,371      650    59.2%       385       265                            285         833
2008......................    944    1,922      650    54.2%       352       297                            297         801
2009......................    944    1,473      650    54.2%       352       297                            297         881
2010......................    944    1,025      650    54.2%       352       297                            297         801
2011......................    471    1,049    1,123    54.2%       609       514                            514         584
2012......................    471    1,073    1,123    49.2%       553       570                            570         528
2013......................    471    1,098    1,123    49.2%       553       570                            570         528
2014......................    471    1,122    1,123    49.2%       553       570                            570         528
2015......................    471    1,146    1,123    49.2%       553       570                            570         528
2016......................    471    1,171    1,123    49.2%       553       570                            570         528
2017......................    471    1,195    1,123    49.2%       553       570                            570         528
2018......................    471    1,219    1,123    49.2%       553       570                            570         528
2019......................    471    1,244    1,123    49.2%       553       570                            570         528
2020......................    471    1,268    1,123    49.2%       553       570                            570         528
2021......................    471    1,292    1,123    49.2%       553       570                            570         528
2022......................    471    1,317    1,123    49.2%       553       570                            570         528
2023......................    471    1,341    1,123    44.2%       496       826                            626         472
2024......................    471    1,365    1,123    44.2%       496       626                            626         472
2025......................    471    1,390    1,123    44.2%       496       826                            626         472
2026......................    471    1,414    1,123    44.2%       496       626                            626         472
2027......................    471    1,438    1,123    44.2%       496       626                            626         472
2028......................    471    1,463    1,123    44.2%       496       626                            626         472
2029......................    471    1,487    1,123    44.2%       496       626                            626         472
2030......................    471    1,511    1,123    44.2%       496       626                            626         472
                            ------           ------             ------     ------                         ------     ------
Total.....................  15,206           26,447             12,926     13,521                         13,521     11,413
                            ======           ======             ======     ======                         ======     ======
</TABLE>

                                       E-17
<PAGE>   12

                                   EXHIBIT A

               ILLUSTRATIVE CALCULATION OF PROJECT NET CASH FLOW
<TABLE>
<CAPTION>
                                                    PRE-PROMOTE                                                   PRE-PROMOTE
                                                    PARTNERS CF                                                   PARTNERS CF
                                                   PRE-MGMNT FEE    MGMNT     MGMNT   MGMNT     MGMNT     MGMNT   W/MGMNT FEE
                                                     PRE-DEBT       BONUS      FEE     FEE       FEE       FEE     PRE-DEBT
                                                      PRE-TAX      PAYMENT3    CAP    EARNED   PAYMENTS   CARRY     PRE-TAX
                                                   -------------   --------   -----   ------   --------   -----   -----------
                                                        MM$          MM$       MM$     MM$       MM$       MM$        MM$
<S>                                                <C>             <C>        <C>     <C>      <C>        <C>     <C>
2001.............................................      (230.3)       0.0       6.0      5.6       5.6      0.0        (235.8)
2002.............................................    (1,185.l)                 6.0     28.8       6.0     22.8      (1,191.1)
2003.............................................    (1,455.l)                 6.0     36.0       6.0     52.8      (1,461.l)
2004.............................................      (537.0)                 6.0     19.0       6.0     65.9        (543.0)
2005.............................................       579.3                  6.0      3.3       6.0     63.2         573.3
2006.............................................       833.4                  6.0      0.0       6.0     57.2         827.4
2007.............................................       833.4                  6.0      0.0       6.0     51.2         827.4
2008.............................................       801.0                  6.0      0.0       6.0     45.2         795.0
2009.............................................       801.0                  6.0      0.0       6.0     39.2         795.0
2010.............................................       801.0                  6.0      0.0       6.0     33.2         795.0
2011.............................................       584.4                  6.0      0.0       6.0     27.2         578.4
2012.............................................       528.3                  6.0      0.0       6.0     21.2         522.3
2013.............................................       528.3                  6.0      0.0       6.0     15.2         522.3
2014.............................................       528.3                  6.0      0.0       6.0      9.1         522.3
2015.............................................       528.3                  6.0      0.0       6.0      3.1         522.3
2016.............................................       528.3                  6.0      0.0       3.1      0.0         525.1
2017.............................................       528.3                  6.0      0.0       0.0      0.0         528.3
2018.............................................       528.3                  6.0      0.0       0.0      0.0         528.3
2019.............................................       528.3                  6.0      0.0       0.0      0.0         528.3
2020.............................................       528.3                  6.0      0.0       0.0      0.0         528.3
2021.............................................       528.3                  6.0      0.0       0.0      0.0         528.3
2022.............................................       528.3                  6.0      0.0       0.0      0.0         528.3
2023.............................................       472.1                  6.0      0.0       0.0      0.0         472.1
2024.............................................       472.1                  6.0      0.0       0.0      0.0         472.1
2025.............................................       472.1                  6.0      0.0       0.0      0.0         472.1
2026.............................................       472.1                  6.0      0.0       0.0      0.0         472.1
2027.............................................       472.1                  6.0      0.0       0.0      0.0         472.1
2028.............................................       472.1                  6.0      0.0       0.0      0.0         472.1
2029.............................................       472.1                  6.0      0.0       0.0      0.0         472.1
2030.............................................       472.1                  6.0      0.0       0.0      0.0         472.1
                                                     --------                          ----      ----              ---------
                                                     11,414.1                          92.7      92.7               11,321.4
                                                     ========                          ====      ====              =========

<CAPTION>
                                                                                    PRE-PROMOTE                          W/PROMOTE
                                                                                    PARTNERS CF                         IVANHOE NCF
                                                                DEBT                W/MGMNT FEE    BLANK      BLANK     W/MGMNT FEE
                                                     LOAN      SERVICE     DEBT     W/FINANCING    CAPEX      SHARE     W/FINANCING
                                                   DRAWDOWN   PRINCIPAL   SERVICE     PRE-TAX     PROMOTE      NCF        PRE-TAX
                                                   --------   ---------   -------   -----------   --------   --------   -----------
                                                     MM$         MM$        MM$         MM$         MM$        MM$          MM$
<S>                                                <C>        <C>         <C>       <C>           <C>        <C>        <C>
2001.............................................    161.2                              (74.6)                              (74.6)
2002.............................................    829.6                             (361.5)                             (361.5)
2003.............................................  1,018.5                             (442.5)                             (442.5)
2004.............................................    542.6        74.1     118.0       (192.5)                             (192.5)
2005.............................................     94.5       174.8     259.1        234.2                               234.2
2006.............................................                215.0     278.2        334.2                               334.2
2007.............................................                236.6     256.7        334.2                               334.2
2008.............................................                260.2     233.1        301.7                               301.7
2009.............................................                286.2     207.0        301.7                               301.7
2010.............................................                314.8     178.4        301.7                               301.7
2011.............................................                346.3     146.9         85.1                                85.1
2012.............................................                381.0     112.3         29.0                                29.0
2013.............................................                419.1      74.2         29.0                                29.0
2014.............................................                268.9      32.3        221.1                               221.1
2015.............................................                 54.2       5.4        462.7                               462.7
2016.............................................                                       525.1                               525.1
2017.............................................                                       528.3                               528.3
2018.............................................                                       528.3                               528.3
2019.............................................                                       528.3                               528.3
2020.............................................                                       528.3                               528.3
2021.............................................                                       528.3                               528.3
2022.............................................                                       528.3                               528.3
2023.............................................                                       472.1                               472.1
2024.............................................                                       472.1                               472.1
2025.............................................                                       472.1                               472.1
2026.............................................                                       472.1                               472.1
2027.............................................                                       472.1                               472.1
2028.............................................                                       472.1                               472.1
2029.............................................                                       472.1                               472.1
2030.............................................                                       472.1                               472.1
                                                   --------    -------    -------     -------                             -------
                                                   2,646.5     3,030.9    1,901.8     9,035.2                             9,035.2
                                                   ========    =======    =======     =======                             =======
</TABLE>

                                       E-18