BADAK III LNG SALES CONTRACT

                                  BETWEEN

            PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA

                                 AS SELLER

                                    AND

                       CHINESE PETROLEUM CORPORATION

                                 AS BUYER

                       BADAK III LNG SALES CONTRACT

         THIS CONTRACT, dated as of the 19th day of March, 1987, is
made by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI
NEGARA, a State Enterprise of the Republic of Indonesia, on the one
hand, and CHINESE PETROLEUM CORPORATION, a corporation organized
under the laws of the Republic of China, on the other hand.

         In consideration of the mutual agreements contained herein,
Buyer and Seller hereby agree as follows:


                          ARTICLE 1 - DEFINITIONS

         The terms or expressions set forth below shall have the
following meanings when used in this Contract, and, where the
context so requires or permits, words importing the plural meaning
shall include the singular meaning and vice versa:
         Actual Cubic Foot
         A volume equal to the volume of a cube the edge of which is
         one (1) foot.
         Additional LNG
         As defined in Section 7.6(a).
         Additional LNG Quantity Deficiency
         As defined in Section 7.3(a).
         Advance Make-Good
         As defined in Section 7.3(d)(iii)(A).
         Affiliate
         As used with respect to a party hereto or one of Seller's
Suppliers, a company or other entity which controls, is controlled
by or is under common control with such party or Seller's Supplier.
         Aggregate Quantity Deficiency
         As defined in Section 7.3(a).
         Allowed Laytime
         As defined in Section 4.4(b).
         Annual Program
         A program or revision thereof issued by Seller pursuant to
Section 12.3, setting forth a schedule of deliveries of cargoes of
LNG for sale under this Contract for a Fixed Quantity Period.
         Annual Quantity Deficiency
         As defined in Section 7.3(a).
         Badak Facility
         The liquefaction plant facility located at Bontang, East
Kalimantan, Indonesia, including four (4) liquefaction trains
heretofore constructed, one (1) additional train to be constructed,
storage, loading and related facilities and the Natural Gas
transmission pipelines from the gas fields to the said liquefaction
plant, together with all future expansions and additions to the
said liquefaction plant and its related facilities.
         Badak III Trade
         The sale, delivery and purchase of LNG pursuant to this
Contract.
         British Thermal Unit (BTU)
         The amount of heat required to raise the temperature of one
(1) avoirdupois pound of pure water from fifty-nine (59) degrees
Fahrenheit to sixty (60) degrees Fahrenheit at an absolute pressure
of 14.696 pounds per square inch.
         Build-up Allowances
         As defined in Section 7.2(b).
         Build-up Period
         The period commencing with January 1, 1990 and ending on
December 31, 1991 unless, because of an event of force majeure as
defined in Article 15, Start-up does not occur until after January
1, 1990, in which event the period shall commence on Start-up and
end on the later of:
      (i)    March 31, 1992 or twenty-four (24) months from
             the end of the month in which Start-up occurs,
             whichever is earlier, or
     (ii)    Twelve (12) months from the end of the month in
             which Start-up occurs.
         Business Day in the R.0.C.
         Every day other than Saturdays, Sundays and national holidays
in the R.0.C. (including compensatory days).
         Buyer
         Chinese Petroleum Corporation, a corporation organized under
the laws of the R.0.C., or the successor in interest of such
corporation, or the permitted assignee of such corporation or such
successor in interest.
         Certificate
         As defined in Section 3.2(a).
         Commercial Interest Rate
         As defined in Section 10.3(c).
         Committed Recovery Quantity
         A Quantity of LNG containing 3,053 billion BTU's which shall
constitute an increase in the Fixed Quantity for each Fixed
Quantity Period during a Force Majeure Recovery Period.
         Contract
         This Badak III LNG Sales Contract, including Schedule A 
hereto, as it may from time to time be amended, modified, varied or
supplemented in accordance with the terms hereof.
         Contract Sales Price
         As defined in Section 8.2(a).
         Coordinated Maintenance Schedule
         As defined in Section 12.2.
         Cubic Meter
         A volume equal to the volume of a cube the edge of which is
one (1) meter.
         Dedicated Vessel
         A new-built LNG tanker with a cargo tank volume of
approximately 135,000 cubic meters, with a discharge capacity of a
full cargo in twelve (12) hours and having a design consistent with
the requirements of Sections 5.1 and 5.4., which will be used for
purposes of transporting LNG under this Contract.
         Deliver Point
         The point at the Unloading Port at which the flange coupling
of the LNG discharging manifold onboard an LNG Tanker joins the
flange coupling of Buyer's unloading line.
         Estimated Time of Arrival (ETA)
         As defined in Section 4.2(a)(i).
         Excess Laytime
         As defined in Section 4.4(c).
         Fixed Quantity
         As defined in Section 7.2(a).
         Fixed Quantity Period
         Each calendar year commencing with 1990 and extending for a
period of twenty (20) years through 2009.
         Force Majeure Deficiency
         As defined in Section 7.4.
         Force Majeure Recovery Period
         As used in Section 7.4.
         Gas Supply Area
         The production sharing contract areas in East Kalimantan,
Indonesia of Seller's Suppliers as at the date hereof.
         GPA
         Gas Processors Association
         Gross Heating Value
         The quantity of heat, expressed in British Thermal Units,
produced by the complete combustion in air of one (1) cubic foot of
anhydrous Natural Gas, at a temperature of sixty (60) degrees
Fahrenheit and an absolute pressure of 14.696 pounds per square
inch, with the air at the same temperature and pressure as the
Natural Gas, after cooling the products of the combustion to the
initial temperature of the Natural Gas and air, and after
condensation of the water formed by combustion.
         Implementation Procedure
         As defined in Article 24.
         Initial Contract Sales Price
         As defined in Section 8.1.
         Joint Coordinating Committee
         As defined in Article 18.
         Liquefied Natural Gas (LNG)
         Natural Gas in a liquid state at or below its boiling point
and at a pressure of approximately one (1) atmosphere.
         LNG Tanker
         The Dedicated Vessel or any Substitute LNG Tanker.
         Loading Port
         The port located at the Badak Facility.
         Make-Good
         As used in Article 7 to mean, fulfillment by Buyer of its
obligation to restore Plateau Allowances under any of subsections
(A) (B) or (C) of Section 7.3(d)(iii) or Section 7.7 as may be
applicable.
         Make-Up
         As used in Sections 7.4, 7.5 and 7.7.
         MMBTU
         One million BTU's.
         Natural Gas
         Any hydrocarbon or mixture of hydrocarbons, consisting
essentially of methane, other hydrocarbons, and noncombustible
gases in a gaseous state, which is extracted from the subsurface of
the earth in its natural state, separately or together with liquid
hydrocarbons.
         Natural Gas Facilities
         The facilities for the production, recovery, treatment and
compression of Natural Gas in the Gas Supply Area and for the
transmission thereof to the Badak Facility.
         Ninety-Day Schedule
         As defined in Section 12.4.
         Notice of Readiness
         As defined in Section 4.4(a).
         Plateau Allowance
         As defined in Section 7.3(d).
         Plateau Allowance Restoration Period
         As defined in Section 7.3(d)(i).
         Plateau Period
         The period commencing on the day following the termination of
the Build-up Period and extending through the last Fixed Quantity
Period.
         Port Charges
         All charges of whatsoever nature (including rates, tolls and
dues of every description) in respect of an LNG Tanker entering,
using or leaving a port, including charges made in respect of
marking and lighting the port and charges in respect of work
performed, services rendered or facilities provided.
         Proved Remaining Recoverable Reserves
         The amount of recoverable reserves of Natural Gas which have
been proved to a high degree of certainty by reason of actual
completion, successful testing or in certain cases by adequate core
analyses and which are defined already by reasonable geological
interpretation of structures and known continuity of oil or gas-
saturated material.
         Quarterly Quantity Deficiency
         As defined in Section 7.3(b).
         Quarterly Quantity Requirement
         As defined in Section 7.3(b).
         Receiving Facility
         As defined in Section 5.1.
         R.0.C.
         The Republic of China.
         Round-up Quantity Deficiency
         As defined in Section 7.3(a).

         Round-up Request
         As defined in Section 7.3(a)(iii).
         Seller
         Perusahaan Pertambangan Minyak dan Gas Bumi Negara
(Pertamina), a State Enterprise of the Republic of Indonesia, or
the successor in interest of such enterprise, or the permitted
assignee of such enterprise or such successor in interest.
         Seller's Gas Supply Obligation
         From time to time and at any time throughout the term of this
Contract the amount of Natural Gas prudently required (including
without limitation such amount as may be required in connection
with the production, transmission, liquefaction, transfer to an LNG
carrier, shipping and delivery including LNG required as boil-off)
to satisfy all the obligations of Seller at any such time to supply
LNG or Natural Gas from the Gas Supply Area, plus the amount of
Natural Gas from the Gas Supply Area, prudently required to supply
any additional commitment or commitments which Seller anticipates
making.
         Seller's Suppliers
         Virginia Indonesia Company, Virginia International Company,
Roy M. Huffington, Inc., Huffington Corporation, Ultramar Indonesia
Limited, Union Texas East Kalimantan Limited and Universe
Tankships, Inc. (collectively, the "Huffco Group"), Total
Indonesie, Indonesia Petroleum, Ltd. and Unocal Indonesia, Ltd.,
and any successors or assignees of the aforesaid suppliers and any
other companies or entities having obligations at any time or times
during the term of this Contract for the supply to the Seller of
Natural Gas for sale as LNG hereunder.
         Seller's Transporters
         The owners (including owners' operators) of the Dedicated
Vessel and each Substitute LNG Tanker.
         Standard Cubic Foot (scf)
         The quantity of Natural Gas, free of water vapor, occupying a
volume of one (1) Actual Cubic Foot at a temperature of sixty (60)
degrees Fahrenheit and at an absolute pressure of 4.696  pounds per
square inch.
         Start-up
         The first date on which Buyer is able to receive and Seller is
able to deliver LNG at the Receiving Facility on a continuing basis
so as to be in a position to perform their respective obligations
to purchase and receive and to sell and deliver LNG under this
Contract.
         Substitute LNG Tanker
         Any LNG tanker having a design consistent with the
requirements of Sections 5.1 and 5.4 used or scheduled to be used
by Seller for transporting LNG under this Contract, either in place
of or in addition to the Dedicated Vessel.
         Taxes
         As defined in Section 14.1.
         Unloading Port
         The port at Hsin-Ta, near Kaohsiung, Taiwan, R.0.C., where the
Receiving Facility is located.
         Used Laytime
         As defined in Section 4.4(a).

                       ARTICLE 2 - SALE AND PURCHASE

         Seller agrees to sell and to deliver at the liver Point, and
Buyer agrees to purchase, receive and pay for, and to pay for if
not taken, LNG in the quantities, at the price and in accordance
with the other terms and conditions set forth in this Contract.


                       ARTICLE 3 - SOURCES OF SUPPLY


         3.1  Sources of Supply

         The Natural Gas to be processed into LNG and sold and
delivered hereunder is to be produced from the Gas Supply Area. 
Seller has and will maintain throughout the term of this Contract
the right and ability to perform its obligations under this
Contract to sell and deliver all quantities of LNG to be sold and
delivered hereunder.  Notwithstanding any reference to Seller's
Suppliers in this Contract, Seller is fully responsible for
performance of all the obligations of Seller hereunder and no
contractual default of any of Seller's Suppliers shall excuse
Seller from its full responsibility hereunder.

         3.2  Reserves of Natural Gas

         (a)Seller has furnished Buyer with a statement or statements,
each entitled a "Certificate", of an independent petroleum
engineering consultant firm of recognized standing in the petroleum
industry expressing that firm's estimate of Proved Remaining
Recoverable Reserves of Natural Gas in the Gas Supply Area.  Seller
represents that such estimated quantity is in excess of Seller's
Gas Supply Obligation as of the date of this Contract.  Hereafter
and throughout the term and any extension of this Contract, before
committing additional Natural Gas from the Gas Supply Area to sale
or other utilization, Seller shall secure from an independent
petroleum engineering consultant firm of recognized standing in the
petroleum industry qualified by reputation and experience in
estimating reserves f oil and natural gas in subsurface
reservoirs,the written statement (the "Certificate") of such firm
expressing its estimate of Proved Remaining Recoverable Reserves of
Natural Gas in the Gas Supply Area in an amount at least equal to
Seller's Gas Supply Obligation.   Seller shall furnish to Buyer a
copy of each Certificate of such independent petroleum engineering
consultant firm on which Seller relies in making any such
commitment for supply of Natural Gas from the Gas Supply Area. 
Seller shall also furnish all supporting documentation provided by
such independent petroleum engineering consultant firm in
connection with the issuance of such Certificate.

         (b) If during the term of this Contract Seller obtains
information which indicates unforeseen adverse changes in the
Proved Remaining Recoverable Reserves of Natural Gas in the Gas
Supply Area, Seller shall promptly inform Buyer of such situation
and shall further inform Buyer of any measures which Seller may be
required to take in fulfillment of its obligations under this
Contract.

                 ARTICLE 4 - TRANSPORTATION AND UNLOADING


         4.1  Transportation

              (a) At no cost to Buyer except as otherwise provided
herein, Seller shall be responsible for the transportation from the
Badak Facility to the Receiving Facility of the LNG to be sold and
delivered hereunder, using, subject to Section 4.1(b), either the
Dedicated Vessel or Substitute LNG Tankers.

              (b) Seller may use any spare capacity of the
Dedicated Vessel for purposes other than transporting LNG under
this Contract and (in addition to using Substitute LNG Tankers when
the Dedicated Vessel is not available) may schedule the use of a
Substitute LNG Tanker to make deliveries hereunder to the extent
necessary to make the best use of such spare capacity.

              (c) Seller shall cause the LNG Tankers to comply
with the regulations of, and to obtain all marine permits required
by, the R.0.C.  and other relevant authorities respecting the
operation of LNG Tankers.  Buyer shall provide Seller with advice
on a timely basis as to the requirements of R.0.C. regulations and 
shall use its best efforts to assist compliance therewith. Buyer
shall reimburse to Seller any and all costs, including costs of
modification required to be made to LNG Tankers, which are incurred
by Seller as a result of the requirements of any governmental
authority in the R.0.C. which differ from standard international
maritime safety or other requirements, such as those established by
the International Maritime Organization, the U.S. Coast Guard, the
Japanese Maritime Agency or internationally recognized vessel
classification societies.  Seller agrees to limit such
modifications to the extent strictly needed to comply with R.0.C. 
requirements and/or its obligations hereunder and will consult with
Buyer before carrying out such modifications.  Seller further
agrees to refund any money paid to it under this Section 4.1(c) if
the aforesaid international maritime requirements are subsequently
changed so that they require the same modifications as were
required by R.0.C. authorities.
         4.2  Notices of LNG Tanker Movements and Characteristics
              of LNG Cargoes

              a) With respect to each cargo of LNG to be delivered
hereunder, Seller shall give or shall cause the master of the LNG
Tanker delivering the same to give to Buyer at the Receiving
Facility the following notices:

      (i)          a first notice, which shall be sent upon
                   the departure of the LNG Tanker from the
                   Loading Port and which shall set forth the
                   time and date that loading was completed,
                   the volume, expressed in Cubic Meters, of
                   LNG loaded on board the LNG Tanker and the
                   estimated time of arrival of the LNG Tanker
                   at the sea buoy of the Unloading Port
                   ("Estimated Time of Arrival" or "ETA");
     (ii)          a second notice, which shall be sent forty-
                   eight (48) hours prior to the ETA;
    (iii)          a third notice, which shall be sent twenty-
                   four (24) hours prior to the ETA;
     (iv)          a final notice, which shall be sent five
                   (5) hours prior to the ETA.
The notices referred to in clauses (i) and (ii) above shall be sent
by telex or, if necessary, by radio.  The notices referred to in
clauses (iii) and (iv) above shall, if possible, be sent by both
telex and radio.

         (b) Within thirty-six (36) hours after departure of an
LNG Tanker from the Loading Port Seller shall notify Buyer, for
Buyer's information only, of the following characteristics of the
LNG comprising its cargo as determined at the time of loading:  

      (i)     the Gross Heating Value per Standard Cubic Foot;
     (ii)     the molecular percentage of hydrocarbon
              components and nitrogen; and
    (iii)     average temperature.
         4.3  Obligations at Unloading Port
              (a)  Buyer shall provide a safe berth at the
Receiving Facility complying with the standards set forth in
Section 5.1.  Buyer shall operate the Receiving Facility so as to
permit discharge of LNG cargoes as quickly as reasonably possible
and shall cooperate with Seller or Seller's Transporters, their
agents and the masters of LNG Tankers to ensure the timely and
efficient delivery of LNG hereunder.  During discharge of each
cargo of LNG, Buyer shall return to the LNG Tanker Natural Gas in
such quantities as are necessary for the safe unloading of the LNG
Tanker at such rates, pressures and temperatures as may be required
by the LNG Tanker's design and commonly accepted operating practice
for such LNG Tanker.  The LNG to be sold and delivered hereunder
shall be unloaded through manifold strainers of sixty (60) mesh (or
such other mesh as shall be agreed from time to time by the
parties).
              (b) Buyer shall cause to be made available at the
Unloading Port such tugs, fireboats, pilots and other services as
are necessary for the purposes of safety and efficiency and are
required by R.0.C. authorities.
              (c) Seller shall pay, or shall cause Seller's
Transporter to pay, all Port Charges in respect of LNG Tankers at
the Unloading Port promptly when due, provided that Buyer shall
reimburse to Seller the amount (if any) by which such Port Charges
exceed the average of those generally payable for vessels of the
same type and size in LNG unloading ports in Japan.
         4.4  Demurrage at Unloading Port
              (a)  Upon the arrival of an LNG Tanker at the
Unloading Port (or off the Unloading Port if such LNG Tanker is
prohibited from approaching or entering the Unloading Port by
applicable safety regulations) the master of the LNG Tanker or its
agent shall give notice to Buyer, or Buyer's agent, by telegraph,
radio or telephone that such LNG Tanker is ready to discharge LNG,
berth or no berth ("Notice of Readiness").  A Notice of Readiness
may be tendered on any day of the week or any hour of the day. 
Laytime used in unloading an LNG Tanker ("Used Laytime") shall
begin to count upon the earlier of (i) four (4) hours from Notice
of Readiness, except where such Notice of Readiness is given when
the LNG Tanker is prevented from berthing because of night berthing
restrictions, in which case it shall begin to count from four (4)
hours after the sunrise  following  such  Notice of Readiness, or
(ii) the LNG Tanker's being "all fast" in berth.  Used Laytime
shall continue to run until discharge and return lines have been
disconnected and the LNG Tanker is cleared for departure.
              (b) Allowed Laytime at the Unloading Port shall be
twenty-four (24) consecutive hours extended by any period of delay
which is caused by:
      (i)          reasons attributable to Seller, the LNG
                   Tanker or its master, crew, owner or
                   operator, including but not limited to
                   delays in departure due to quarantine, port
                   regulation or documentary clearance to the
                   extent so attributable;
     (ii)          prevention or delay in the LNG Tanker's
                   attaining its full design discharge rate
                   because of the condition of the cargo;

         (iii)  force majeure as defined in Article 15;
         (iv)   prevention of berthing or interruption of
         discharge because of bad weather;
         (v)    occupancy of the berth by another vessel if the
         LNG Tanker arrives more than one (1) day after the
         delivery date scheduled in the most recent Ninety-Day
         Schedule without the consent of Buyer; provided that 1
         such period of extension shall be equal to the lesser of
         (A) twenty-four (24) hours, or (B) the time elapsed
         between Notice of Readiness and the departure from the
         berth of such other vessel; or
         (vi)   arrival of the LNG Tanker before the delivery date
         scheduled in the most recent Ninety-Day Schedule without
         the consent of the Buyer; provided that such period of
         extension shall be equal to the time elapsed (if any)
         between commencement of Used Laytime and the earlier of
         (A) 00:00 hours on the scheduled delivery date, or (B)
         completion of berthing.
         (c)    In the event Used Laytime exceeds Allowed Laytime
(such excess being herein referred to as "Excess Laytime"), Buyer
shall pay to Seller, or for Seller's account if so directed by
Seller, demurrage at a rate per day (reduced pro rata for each
partial day) determined in accordance with the following formula:
Demurrage rate = FQ  x PT
                365

Where:
         FQ =   Fixed Quantity for the Fixed Quantity Period in
                which the demurrage occurs
         PT =   the adjusted Transportation Related Component as
                calculated pursuant to Section 8.2(c) as of the
                date demurrage is incurred;
provided, however, that no demurrage shall be payable under this
Section 4.4 in respect of any calendar quarter in which the
aggregate of Excess Laytime for all deliveries to the Receiving
Facility hereunder during such quarter is less than eighteen (18)
hours.  Seller shall invoice Buyer for demurrage amounts due under
this Section 4.4 at the end of each calendar quarter, and Buyer
shall pay such invoices in accordance with the terms of Article 10.
         4.5    Effect of Unloading Port Delays
         (a)    Notwithstanding the terms of Section 11.1, to the
extent that the Gross Heating Value of LNG to be delivered
hereunder is higher than the limits set forth in Section 11.1 by
reason of boil-off occurring during a delay in the unloading of an
LNG Tanker of more than forty-eight (48) hours after Notice of
Readiness has been given, such LNG shall be deemed to have met the
quality specifications of this Contract regarding Gross Heating
Value.
         (b)    For each hour beyond thirty (30) hours from
Notice, of Readiness that the commencement of unloading of an LNG
Tanker is delayed, other than as a result of an event described in
Section 4.4(b)(i), (ii), (iii), (v) or (vi), Buyer shall pay Seller
an amount on account of excess boil-off calculated by multiplying
the Contract Sales Price by the number of MMBTU's contained in the
hourly LNG boil-off rate of such LNG Tanker.  Such hourly LNG boil-
off rate shall be expressed in cubic meters and shall be determined
by recent normal operating experience or, in the absence thereof,
shall be the design boil-off rate of such LNG Tanker.  For the
purpose of determining BTU content, the boil-off quantity will be
deemed composed of a mixture of methane and nitrogen to be
determined according to a mutually agreed procedure.  Seller shall
invoice Buyer for amounts due under this Section 4.5(b), and Buyer
shall pay such invoiced amount as a cargo invoice in accordance
with Article 10.  


            ARTICLE 5 - ON-SHORE FACILITIES OF BUYER AND SELLER
         5.1    Buyer's Facilities
         Buyer, at no cost or expense to Seller, shall construct
or cause to be constructed at Hsin-Tanear Kaohsiung, Taiwan,
R.0.C., such receiving facilities to be used by Buyer as are
necessary for the Badak III Trade and the timely performance by
Buyer of its obligations under this Contract (the "Receiving
Facility").  Such facilities shall include, without limitation, the
following:
         (a)    berthing facilities capable of receiving LNG
Tankers having an overall length not exceeding approximately two
hundred and ninety (290) meters, a beam not exceeding approximately
forty-six (46) meters and a draft not  exceeding approximately
eleven (11) meters, which LNG Tankers can always safely reach,
fully laden, and safely depart, and at which LNG Tankers can lie
safely berthed and discharge safely afloat at all times (except
during circumstances of force majeure as defined in Article 15);
         (b)    unloading facilities capable of receiving LNG at
a rate which will permit the discharging of cargo from a fully
loaded LNG Tanker within twelve (12) hours of pumping time at the
full pumping rate specified by the LNG Tanker design;
         (c)    a vapor return line system of sufficient capacity
to transfer to an LNG Tanker quantities of Natural Gas necessary
for the safe unloading of LNG at such rates, pressures and
temperatures as may be required by the LNG Tanker design and
commonly accepted operating practice for such LNG Tanker;
         (d)    facilities allowing access to LNG Tankers from
onshore adequate for the handling and delivery to LNG Tankers of
ship's stores, provisions and spare parts:
         (e)    LNG storage tanks of adequate capacity to receive
and store a full cargo of LNG upon each scheduled arrival of an LNG
Tanker; and
         (f)    appropriate systems for necessary radio
communications with LNG Tankers.
         5.2    Seller's Facilities
                Seller, at no cost or expense to Buyer, (a) has
arranged for the use of existing Natural Gas Facilities in the Gas
Supply Area,the Badak Facility and the Loading Port, and (b) shall
construct cause to be constructed such additional Natural Gas
Facilities and such additions to the Badak Facility and the loading
Port, including without limitation one (1) additional liquefaction
train and additions to the loading facilities, as are necessary for
the Badak III Trade and the timely performance by Seller of its
obligations under this Contract.
         5.3    Fuel, Liquid Nitrogen and Fresh Water
                Buyer, at no cost to Seller, shall provide at the
Receiving Facility adequate systems to supply in a safe and
efficient manner the requirements of LNG Tankers for bunker fuel
oil and diesel oil and shall further arrange for the supply of the
requirements of LNG Tankers for liquid  nitrogen and fresh water. 
Subject to reasonable advance notice (not in any event to be less
than three (3) days) prior to arrival of an LNG Tanker, Buyer shall
at all times during the term of this Contract cause adequate
supplies of such products to meet the requirements of the LNG
Tankers to be available for sale at the Receiving Facility on the
terms and conditions generally prevailing for long-term contracts
for such items in ports in Taiwan, R.0.C.  Except with respect to
requirements upon the completion of drydocking and in the case of
operational emergency, Seller will at all times throughout the term
of this Contract cause the bunker fuel and diesel requirements of
the Dedicated Vessel (and of any Substitute LNG Tanker during the
time it is in service in the Badak III Trade) to be purchased only
from Buyer or its nominee as its sole source of supply, provided
Buyer or such nominee makes available required quantities of such
products on such terms and conditions.
         5.4    Compatibility of the Receiving Facility and
                LNG Tankers
         It is recognized that the Receiving Facility and the LNG
Tankers must be mutually compatible in order to accommodate and
allow for the safe unloading and that the LNG  Tankers must be
compatible with existing at the Loading Port.  To  ensure such
mutual facility compatibility the parties shall exchange data in a
timely manner to meet their respective construction schedules.


             ARTICLE 6 - COMMENCEMENT AND DURATION OF CONTRACT

                This Contract shall come into force and effect as
of and from the date hereof and shall continue in effect thereafter
until the expiration of the parties' respective obligations to sell
and purchase LNG as provided in Article 7 or the earlier
termination of this Contract pursuant to Section 15.4.  If Seller
and Buyer so agree prior to December 31, 2005, the term of this
Contract may be extended on such terms and conditions as may be
mutually agreed.

                          ARTICLE 7 - QUANTITIES
         7.1    Deliveries for Testing and Cool-Down of
                Receiving Facility
         (a)    Seller shall, during the ninety (90) day period
immediately preceding Start-up, make available for sale and
delivery to Buyer, and Buyer shall purchase and receive, up to four
(4) full cargoes of LNG for the purpose of commissioning the
Receiving Facility.  Buyer shall give Seller notice of its
requirements for commissioning cargoes at least ninety (90) days
prior to the anticipated delivery date for the first of such
cargoes.  Such commissioning cargoes shall be delivered on a
schedule mutually agreeable to Buyer and Seller.  Buyer may reduce
the number of such commissioning cargoes with as much advance
notice to Seller as possible.  Buyer may request a revision in the
agreed delivery schedule or an increase in the number of
commissioning cargoes previously requested, subject to acceptance
by Seller.  No delivery schedule for commissioning cargoes shall
require the employment of more than one (1) LNG Tanker.
         (b)    All quantities of LNG sold and delivered under
this Section 7.1 shall be paid for at the Contract Sales Price
applicable at the time of delivery, and such quantities shall not
be applied to, or otherwise affect, any Fixed Quantity.

         (c)    If Buyer does not exercise the right provided for
in this Section 7.1, Buyer shall give Seller not less than ninety
(90) days' notice of the desired date of first delivery of Fixed
Quantities hereunder.

         7.2    Fixed Quantities

         (a)    In  respect of each Fixed Quantity Period Seller
shall sell and deliver to Buyer, and Buyer shall purchase, receive
and pay for, or pay for if not taken, at the Contract Sales Price,
LNG having a heating value of 79,380 billion BTU's, subject to
adjustment as provided in Sections 7.2(b), 7.2(c), 7.2(d) and
7.3(a)(ii).  Such quantity in respect of each Fixed Quantity
Period, after giving effect to each such adjustment, is herein
called a "Fixed Quantity".
         (b)    Buyer shall have the right to reduce the Fixed
Quantities applicable to the Fixed Quantity Period or Periods
included in the Build-up Period by the exercise of allowances. 
("Build-up Allowances") as follows:
         (i)    During the first twelve (12) months of the Build-
         up Period by Build-up Allowances aggregating not more
         than 18,318 billion BTU's; and
         (ii)   During the remainder of the Build-up Period, if
         any, by Build-up Allowances equal to the quantity of LNG
         calculated by dividing the number of months in such
         remainder by two (2), rounding the quotient obtained to
         the next highest whole number and multiplying the result
         by 3,053 billion BTU's, not to exceed, however, 9,159
         billion BTU's in the aggregate.
Such right of reduction may be exercised by Buyer in its notice of
required LNG pursuant to Section 12.1 or by notice to Seller
cancelling the delivery of one (1) or more cargoes of LNG scheduled
in the Annual Program for delivery during the Build-up  Period. 
Buyer shall provide Seller with as much advance notice as
practicable of any such cancellation of delivery of a scheduled LNG
cargo, and in any event if the deliveries of more than two (2)
scheduled cargoes are to be cancelled in any period of sixty (60)
consecutive days, notice of any such additional cancellation in
excess of such two (2) cargoes within such sixty (60) day period
shall be given not less than ninety (90) days prior to the
scheduled delivery date thereof; further, Buyer may not cancel the
delivery of a cargo after the loading thereof has commenced.  If
Buyer exercises Build-up Allowances, then the Fixed  Quantity  for
each Fixed  Quantity  Period or part thereof within the Plateau
Period shall be increased, with effect from commencement of the
Plateau Period, by a quantity of LNG calculated by multiplying by
two (2) the total amount of the reduction in Fixed Quantities
resulting from the exercise of Build-up Allowances, dividing the
product obtained by the number of calendar months in the Plateau
Period and multiplying the quotient obtained by the number of
calendar months in such Fixed Quantity Period which are included in
the Plateau Period.
         (c)    The Fixed Quantity for each Fixed Quantity Period
during a Force Majeure Recovery Period shall be increased by the
Committed Recovery Quantity.
         (d)    Buyer shall have the option, which may be
exercised by written notice given to Seller by not later than six
(6) months prior to the end of the Build-up Period, to increase the
Fixed Quantity for each Fixed Quantity Period of the balance of the
term of this Contract, commencing with either of the two (2)
succeeding Fixed Quantity Periods, as Buyer may elect in its notice
of exercise of such option, by an amount equal to the difference
between 6,106 billion BTU's and any increase to each such Fixed
Quantity pursuant to Section 7.2(b).
         7.3    Buyer's Obligation to Take or Pay
         (a)    If during any Fixed Quantity Period Buyer shall
fail to take (i) the full Fixed Quantity applicable thereto, (ii)
all quantities of Additional LNG which Seller has become obligated
to sell and Buyer has become obligated to purchase during such
Fixed Quantity Period pursuant to Section 7.6, or (iii) any
quantity of LNG which is the subject of a Round-up Request which
Seller is able to accept as provided in Section 7.3(a)(iii), Buyer
shall pay Seller, at the Contract Sales Price in effect as of the
last day of such Fixed Quantity Period, for the quantities of LNG
required to have been purchased but which were not taken by Buyer
during such Fixed Quantity Period (any such deficiency respecting
a Fixed Quantity being called an "Annual Quantity Deficiency", any
such deficiency respecting Additional LNG being called an
"Additional LNG Quantity Deficiency", any such deficiency
respecting LNG which is the subject of a Round-up Request accepted
by Seller being called a "Round-up  Quantity  Deficiency" and the
aggregate of an Annual Quantity Deficiency, Additional LNG Quantity
Deficiency and Round-up Quantity Deficiency being called an
"Aggregate Quantity Deficiency"), subject however to the provisions
of Section 7.3(c), 7.3(d) and 7.3(e) and to the following:

         (i)    The amount of LNG constituting an Aggregate
         Quantity Deficiency for a Fixed Quantity Period shall
         first be reduced by the amount of all Quarterly Quantity
         Deficiencies for which Buyer has made a payment pursuant
         to Section 7.3(b) during such Fixed Quantity Period, less
         any portion of such Quarterly Quantity Deficiencies
         applied as a credit, or against which a credit was
         applied, on account of LNG taken by Buyer in excess of
         the Quarterly Quantity Requirement for any calendar
         quarter of such Fixed Quantity Period as provided in
         Section 7.3(b).
         (ii)   If, after taking into account all adjustments 
         provided for in this Section 7.3, an Aggregate Quantity
         Deficiency amounts to less than one (1) full LNG Tanker
         cargo, or if such Aggregate Quantity Deficiency exceeds
         one (1) full LNG Tanker cargo solely by reason of a
         variance in the BTU content of the actual cargoes
         delivered from the BTU content per cargo estimated in
         connection with the preparation of the Annual Program or
         the applicable Fixed Quantity Period, then in either
         event it will be deemed that no Aggregate Quantity
         Deficiency exists for such Fixed Quantity Period, and   
         the amount the shortfall in delivery shall be carried
         forward and added to Buyer's Fixed Quantity for the next
         succeeding Fixed Quantity Period.
         (iii)  If at the time an Annual Program is developed
         pursuant to Section 12.3 it is estimated that Buyer will
         have an Annual Quantity Deficiency or an Additional  LNG
         Quantity Deficiency in the Fixed Quantity Period being
         programmed in an amount that is less than one (1) full
         LNG Tanker cargo, Buyer shall have the right to request
         an increase in the quantities which Buyer wishes to take
         in such Fixed Quantity Period in an amount sufficient to
         fill out such cargo (such  right  being  herein referred
         to as a "Round-up Request"); and if at the time of such
         request Seller has  sufficient  uncommitted capacity in
         the Badak Facility and sufficient shipping capacity for
         the purpose of delivering such cargo, Seller shall within
         a period of fourteen (14) days confirm that such Round-up
         Request will be accepted.   If Buyer does not make a
         Round-up Request, or if Seller is unable by reason of
         insufficient plant or shipping capacity to accept a
         Round-up Request made by Buyer, the non-delivery of the
         partial cargo of Fixed Quantity or Additional LNG, as the
         case may be, shall not for any purpose constitute a
         failure of Seller to make LNG available for sale under
         the terms of this Contract.  However, if Seller accepts
         a Round-up Request, Seller shall be obligated to sell a
         deliver, and Buyer shall be obligated to purchase,
         receive and pay for, or pay for if not taken, the LNG
         which is the subject of the Round-up Request; provided,
         that no LNG which is the subject of a Round-up Request
         shall be delivered in a Fixed Quantity Period until after
         the delivery of all of the Fixed Quantity and Additional
         LNG which the parties have become obligated to sell and
         purchase respectively in such Fixed Quantity Period. (b)
         If during any one (1) of the first three (3) calendar
         quarters of any Fixed Quantity Period Buyer shall fail to
         take each cargo of LNG scheduled for delivery in such
         calendar quarter in the Annual Program prepared pursuant
         to Section 12.3 (the "Quarterly Quantity Requirement"),
         Buyer shall pay to Seller the Contract Sales Price in
         effect as of the last day of such quarter for that
         quantity of LNG which equals the estimated BTU content of
         the cargo or cargoes not taken (any such quantity being
         called a "Quarterly Quantity Deficiency").  Buyer's
         obligations under this Section  7.3(b) are subject to the
         provisions of Sections 7.3(c), 7.3(d) and 7.3(e) and to
         the following:

         (i) If Buyer makes a payment during a Fixed Quantity
         Period on account of a Quarterly Quantity Deficiency,
         Buyer shall be entitled to credit the amount of such
         payment against the payment due respecting an equivalent
         quantity of LNG taken in excess of the Quarterly Quantity
         Requirement in any subsequent calendar quarter of the
         same Fixed Quantity Period; and (ii) To the extent Buyer
         purchases and receives LNG in excess of the Quarterly
         Quantity Requirement for a calendar quarter, the amount
         of such excess purchase shall be applied to reduce any
         Quarterly Quantity Deficiency occurring in any of the
         succeeding calendar quarters of the same Fixed Quantity
         Period.  For the purposes of paragraphs (i) and (ii)
         above the Quarterly Quantity Requirement for the fourth
         quarter shall be determined in the same way as for the
         other three (3) quarters by reference to the estimated
         BTU content of the number of cargoes scheduled for
         delivery in the Annual Program for the fourth quarter.
         (c)    Buyer's obligation hereunder to pay for LNG not
taken in a Fixed Quantity Period or calendar quarter, shall be
reduced by amount which would otherwise have  been payable i  with
respect to the quantity of LNG which Buyer was unable to purchase
because of Seller's failure for any reason, including force
majeure, to make such quantity available for sale in accordance
with the terms of this Contract.
         (d)    Buyer shall have the right in each Fixed Quantity
Period, commencing with the first Fixed Quantity Period, or portion
thereof, included in the Plateau Period, to reduce its take-or-pay
obligation under this Section 7.3 by the exercise of an allowance
("Plateau Allowance") of not more than 6,106 billion BTU's for each
such Fixed Quantity Period (the permitted Plateau Allowance for 
such  first  Fixed  Quantity  Period  shall be determined by
multiplying 6,106 billion BTU's by a fraction, the numerator of
which shall be the number of months in such first Fixed Quantity
Period included in the Plateau Period and the denominator of which
shall be twelve (12); provided that Buyer shall have an obligation
to "Make-Good" each such Plateau Allowance  in the manner
hereinafter provided, and provided further that Buyer may not
exercise a Plateau Allowance which, when added to Plateau
Allowances previously exercised  and not Made-Good  (or deemed
Made-Good in accordance  with subparagraph (iii)(B) below) in the
Plateau Allowance Restoration Period applicable thereto, would
result in outstanding Plateau Allowances not Made-Good in such
Plateau Allowance Restoration Period being in excess of 12,212
billion BTU's.  A Plateau Allowance may be exercised by Buyer in
its notice of required LNG pursuant to Section 12.1 or by notice to
Seller cancelling the delivery of one or more cargoes of LNG
scheduled for delivery in the Annual Program for the Fixed Quantity
Period.  Buyer shall give Seller as much advance notice as may be
practicable of any such cancellation of delivery of a scheduled LNG
cargo, and in no event may the delivery of a cargo be cancelled
once the loading thereof has commenced.  Each such    Plateau
Allowance shall be Made-Good in accordance with the following
conditions:
         (i)    All  Plateau Allowances outstanding at any given
         time must, subject to (ii) next below, be Made-Good by
         the end of the third Fixed Quantity Period   following
         the first Fixed Quantity Period in which any Plateau
         Allowance remains not Made-Good after application of the
         provisions of subparagraph (iii)(A) below (such period
         being herein called a Plateau Allowance Restoration
         Period").
         (ii)   If at the expiration of a Plateau Allowance
         Restoration Period Buyer has not Made-Good all
         outstanding Plateau Allowances required to be Made-Good
         therein, then to the extent provided in (A) and (B) below
         such Plateau Allowance Restoration Period will be subject
         to extension:
         (A)    If  such  failure  to Make-Good is caused by
         failure on the part of Seller to make available 
         Additional LNG which Seller was obligated to sell and
         Buyer was obligated to purchase pursuant to Section 7.6
         or by a failure on the part of Buyer to take such
         Additional LNG, in either case caused by an event of
         force majeure as defined in Article 15, such Plateau
         Allowance Restoration Period will be extended with
         respect to the portion of such Plateau Allowances not
         Made-Good because of such a failure until such Plateau
         Allowances are Made-Good; provided, that if Buyer does
         not request in accordance with the provisions of Section
         7.6 at least 6,106 billion BTU's of Additional LNG with
         respect to any Fixed Quantity Period following that in
         which occurs a failure.of Seller to make available or of
         Buyer to take Additional LNG because of an event of force
         majeure as defined in Article 15, the amount of such
         shortfall in request shall on the last day of such Fixed
         Quantity Period be deducted from the portion of Plateau
         Allowances subject to extension.
         (B)    If (x) Buyer does not exercise the option provided
         for in Section 7.2(d), and (y) there shall occur during
         such Plateau Allowance Restoration Period a Fixed
         Quantity Period which also is included in a Force Majeure
         Recovery Period and (z) in such Fixed Quantity Period
         Seller is unable to confirm its capacity to deliver at
         least 3,053 billion BTU's of Additional LNG which Buyer
         has requested pursuant to its rights under Sections
         7.6(a)(ii) and 7.6(b), then such Plateau Allowance
         Restoration Period shall be extended with respect to the
         lesser of the portion of the Plateau   Allowances not
         Made-Good or 3,053 billion BTU's for each such Fixed
         Quantity Period in which Seller s unable to confirm the
         availability of such requested Additional LNG.  Such
         extension shall remain in effect until such Plateau
         Allowances are Made-Good; provided that if during such
         Force Majeure Recovery Period and such extension
         resulting from the operation of this subparagraph Buyer
         does not request in accordance with the provisions of
         Section 7.6 at !east 6,106 billion BTU's of Additional
         LNG with respect to any Fixed Quantity Period following
         that in which Seller during such Force Majeure Recovery
         Period was First unable to confirm the availability of
         such Additional LNG, the amount of such shortfall in
         request shall on the last day of such Fixed Quantity
         Period be deducted from the  portion of the Plateau
         Allowances subject to extension.
During an extension of a Plateau Allowance Restoration Period
pursuant to (A) or (B) above new Plateau Allowances may be
exercised and a new Plateau Allowance Restoration Period commenced;
subject, however, to the condition that Buyer may not by the
exercise of Plateau Allowances during such an extension relieve
itself of the obligation to Make-Good all Plateau Allowances
required to be Made-Good during the extended Plateau Allowance
Restoration Period.
         (ii)   Plateau Allowances shall be Made-Good in the
following manner:
         (A)    If at the time a Plateau Allowance is exercised
         Additional LNG has been taken in one or more prior (but
         not the same) Fixed Quantity Periods pursuant to Section
         7.6 and not previously applied to Make-Up or Make-Good,
         then the same shall be applied to Make-Good such Plateau
         Allowance on the last day of the Fixed Quantity Period in
         which such Plateau Allowance is exercised ("Advance Make-
         Good").  Not more than 12,212 billion BTU's of LNG may be
         accumulated from time to time for purposes of Advance
         Make-Good, and should Buyer at any time when 12,212
         billion BTU's have been so accumulated take further
         Additional LNG, such further quantity shall not  be
         available for Advance Make-Good purposes.

         (B)    Additional LNG shall, subject to Section 7.6(c),
         be applied to satisfaction of Buyer's Make-Good
         obligation to the extent received and paid for, or paid
         for but not taken, during the Plateau Allowance
         Restoration Period or any extension thereof; provided
         that Additional LNG which pursuant to Section 7.6 Seller
         has become obligated to sell and Buyer has become
         obligated to purchase during a Plateau Allowance
         Restoration Period or any extension thereof and which
         Seller fails to make available to Buyer, for reasons
         other than force majeure as defined in Article 15, shall
         for purposes of Make-Good only be deemed to have been
         received and paid for by Buyer.
         C)     If by the last day of the Plateau Allowance
Restoration Period or any extension thereof Buyer has not Made-Good
all outstanding Plateau Allowances pursuant to Section
7.3(d)(iii)(A) or (B), or if during the extension of a Plateau
Allowance Restoration Period such extension shall terminate because
of a failure on the part of Buyer to request in a Fixed Quantity
Period sufficient Additional LNG pursuant to Section 7.3(d)(ii)(A)
or (B), Buyer shall pay for the portion    not Made-Good or with
respect to which an extension of the Plateau Allowance Restoration
Period has terminated at the Contract Sales Price in effect on the
last day of the Allowance Restoration Period or the Fixed Quantity
Period in which an extension terminates, as may be applicable.

         (e)    In calculating the quantity of LNG delivered by
Seller and purchased by Buyer in respect of each calendar quarter
or Fixed Quantity Period, whether Fixed Quantity, Additional LNG or
LNG which is the subject of a Round-up Request and irrespective of
the purpose for which taken, including Make-Up and Make-Good, an
estimate of quantities to be delivered and purchased within the
first fourteen (14) days of the next following calendar quarter or
Fixed Quantity Period, respectively shall be included, provided
such quantities were scheduled in the Annual Program for delivery
in the calendar quarter or Fixed Quantity Period with respect to
which the calculation is being made.  Any discrepancy between any
such estimate and actual deliveries shall be accounted for as an
adjustment to the Fixed Quantity in the next succeeding Fixed
Quantity Period.
         7.     Make-Up of Force Majeure Deficiencies
         If in any Fixed Quantity Period all or any portion of the
Fixed Quantity to be sold and purchased hereunder is not delivered
by Seller or taken by Buyer because of an event of force majeure as
defined in Article 15 (any such quantity not delivered or taken
because of an event of force majeure being called a "Force Majeure
Deficiency"), such Force Majeure Deficiency shall be Made-Up during
the Force Majeure Recovery Period applicable thereto or to the
extent applicable pursuant to Section 7.7.  The Force Majeure
Recovery Period respecting Force Majeure Deficiency shall commence
with the later to occur of the  Fixed Quantity Period beginning
January  , 1995 or the first Fixed Quantity Period beginning six
(6) months or more following the restoration of normal operations
after the most recent event of force majeure which resulted in a
Force Majeure Deficiency, and shall terminate at the earlier to
occur of the time when all the outstanding Force Majeure Deficiency
has been Made-Up or at the end of the last Fixed Quantity Period. 
A Force Majeure Deficiency shall be Made-Up as follows:
         (a)    In each Fixed Quantity Period during a Force
Majeure Recovery Period the Committed Recovery Quantity shall be
applied to Make-Up the aggregate of the Force Majeure Deficiencies
then outstanding; provided that the Fixed Quantity in any Fixed
Quantity Period shall not be increased by more than one Committed
Recovery Quantity.
         (b)    In addition Seller and Buyer shall as soon as
practicable during such Force Majeure Recovery Period use their
respective best efforts to deliver and take Additional LNG pursuant
to Section 7.6 to Make-Up such Force Majeure Deficiency.
         7.5    Take-or-Pay Make-Up
         During any Fixed Quantity  Period in the Plateau Period
Buyer may request Additional LNG pursuant to Section 7.6 as Make-Up
for any quantity which has been paid for but not taken by Buyer
pursuant to Section 7.3(a), 7.3(b) or 7.3(d)(iii)(C); provided,
that if in any such Fixed Quantity Period there shall occur an
Aggregate Quantity Deficiency (caused by Buyer's failure to take
LNG for reasons other than force majeure as defined in Article 15)
comprised in whole or in part of Additional LNG which would have
been applied pursuant to Section 7.6(c) to Make-Up of a prior
Aggregate Quantity Deficiency, then, at Buyer's option (i) Buyer
may make the payment required pursuant to Section 7.3(a) with
respect to the portion of such Aggregate Quantity Deficiency
comprised of such Additional LNG, in which event Buyer shall
continue to have Make-Up rights respecting both the prior Aggregate
Quantity Deficiency and that quantity for which the said payment is
being made, or (ii) such LNG shall be deemed to have been delivered
by Seller and taken by Buyer, and Buyer shall have no further Make-
Up rights with respect thereto.   Each invoice for LNG utilized for
Make-Up pursuant to this Section 7.5 shall be reduced by the amount
previously paid by Buyer on account of the quantity being Made-Up. 
Quantities shall be Made-Up, and prior payments applicable thereto
applied, in the same chronological order in which such quantities
accrued.
         7.6    Additional LNG
         Buyer shall have the optional right to purchase
Additional LNG under the terms of this Contract during each Fixed
Quantity Period in the Plateau Period in accordance with the terms
of this Section 7.6.  As used herein Additional LNG shall mean the
following:
         (i)    LNG containing up to 6,106 billion BTU's in excess
of the applicable Fixed Quantity or, if Buyer exercises the option
provided in Section 7.2(d), up to Quantities are increased pursuant
to the exercise of such option in Section 7.2(d), provided, that
during a Force Majeure Recovery Period Additional LNG available
pursuant to this subparagraph (i) shall be decreased by the
Committed Recovery Quantity;
         (ii)   a further, additional quantity of LNG, subject to
the confirmation by Seller at the time of request that Seller has
sufficient uncommitted capacity in the Badak Facility and
sufficient shipping capacity for the purpose of delivering such
LNG, containing (A) if the option provided for in Section 7.2(d) is
not exercised, up to 6,106 billion BTU's or, during a Force Majeure
Recovery Period, up to 9,159 billion BTU'S, or  (B) if such option
is exercised, and only during a Force Majeure Recovery Period, up
to 6,106 billion BTU's.
         (b)    If  Buyer shall request Additional LNG for a Fixed
Quantity Period (i) by not later than the preceding July 1  and, to
the extent subparagraph (a)(ii) above has application, Seller shall
confirm the sufficiency of uncommitted capacity in the Badak
Facility and shipping capacity respecting such LNG, or (ii) prior
to January 15 of the relevant Fixed Quantity Period for Make-Up or
Make-Good purposes arising from circumstances occurring after the
preceding July 1 and Seller confirms the sufficiency of uncommitted
capacity in the Badak Facility and shipping capacity respecting
such LNG, then in each case Seller shall have the obligation to
sell and deliver, and Buyer shall have the obligation to purchase,
receive and pay for, or pay for if not taken, such Additional LNG. 
No LNG delivered in a Fixed Quantity Period shall be treated as
Additional LNG until all of the Fixed Quantity with respect thereto
has been taken and paid for.
         (c)    Additional LNG shall be utilized for the following
purposes and in the following order of priority:
         (i)    Make-Up pursuant to Section 7.5;
         (ii)   Make-Good in respect of Plateau Allowances taken
in a prior Fixed Quantity Period pursuant to Section 7.3(d);
         (iii) Make-Up during a Force Majeure Recovery Period in
respect of Force Majeure Deficiencies pursuant to Section 7.4;
         (iv)   Advance Make-Good pursuant to Section 7.3.(d); and
         (v)    additional sales of LNG.
         (d)    All Additional LNG shall be paid for at the
Contract Sales Price in effect as of the date of delivery thereof
and, if not taken once the obligations of Seller and Buyer become
fixed as provided in Section 7.6(b), shall be paid for at the
Contract Sales Price in effect as of the last day of the Fixed
Quantity Period in which delivery was scheduled.
         7.7    Make-Up and Make-Good after the Last Fixed
                Quantity Period
                If at the expiration of the last Fixed Quantity
Period there" remains any (i) quantities paid for but not taken
pursuant to Section 7.3 but not Made-Up, (ii) Plateau Allowance not
Made-Good or (iii) Force Majeure Deficiency not Made-Up, then
during the succeeding calendar Year Seller and Buyer shall take and
pay for, at the Contract Sales Price in effect at the time of
delivery, or Buyer shall pay for if not taken at the Contract Sales
Price in effect on the last day of such calendar year, such
remaining quantities of LNG up to a maximum of the Fixed Quantity
for the last Fixed Quantity Period of this Contract; provided, that
such quantities shall be scheduled for delivery at the same rate as
the Fixed Quantity was scheduled for delivery during the last Fixed
Quantity Period and to the extent appropriate the provisions of
Article 12 shall apply.  Such quantities shall be applied first to
Make-Up of quantities paid for but not taken, and next to Make-Good
of Plateau Allowances and finally to Make-Up of Force Majeure
Deficiencies.  Each invoice for LNG utilized for Make-Up shall be
reduced by the amount previously paid by Buyer on account of the
quantity being Made-Up.
         7.8    Allocation of Deliveries between Buyer and
                Other Purchasers
         (a)    should an event or circumstance of force majeure
as defined in Article 15 occur either before or after Start-up
affecting Seller's ability to produce or load LNG from the Badak
Facility, an allocation of such quantities as are then capable of
being produced and loaded will be made between Buyer and other
purchasers of LNG from the Badak Facility.  At such times the total
quantities capable of being produced and loaded from the Badak
Facility shall be allocated among the purchasers therefrom
(including Buyer) pro rata in the ratio of their respective
quantities which are eligible for allocation as provided below. The
quantities eligible for such allocation shall be the Fixed
Quantities hereunder during the period of such force majeure, as to
Buyer, and those fixed or contract quantities of LNG which are
committed for sale from the Badak Facility during the period of
such force majeure in satisfaction of Seller's contracts with other
purchasers which provide for deliveries of LNG over a term of at
least fifteen (15) years, as to other purchasers.
         (b)    If such an event of force majeure does not
preclude full production and loading of all Fixed Quantities under
the allocation formula described in Section 7.8(a) but is of such
an extent as to prevent Seller from producing and loading all LNG
required for Make-Up and/or Make-Good purposes by Buyer and other
purchasers under LNG sales contracts providing for deliveries over
a term of at least fifteen (15) years, quantities of such LNG as
are available for such purposes shall be allocated between Buyer
and such other purchasers in proportion to the respective
quantities required for Make-Up and/or Make-Good purposes.
                     ARTICLE 8 - CONTRACT SALES PRICE
         8.1    Initial Contract Sales Price
                The Initial Contract Sales Price applicable as of
January 1, 1986 to the quantities of LNG to be sold and delivered
at the Delivery Point, and to any quantities of LNG required to be
taken but which are not taken and are required to be paid for by
Buyer under this Contract, expressed in U.S. Dollars per million
British Thermal Units (U.S.$/MMBTU), shall be U.S.$4.76 (the
"Initial Contract Sales Price"), of which U.S.$4.284 is a component
adjustable with Indonesian crude prices (the "LNG Related
Component") and the balance of U.S.$0.476 is a component
"Transportation Related Component").
         8.2    Contract Sales Price and Adjustments Thereto
         (a)    Each of the components of the Initial Contract
Sales Price shall be subject to adjustment from time to time
according to the following provisions of this Section 8.2.  The sum
of the two components as adjusted and in effect at any time shall
be the contract sales price ("Contract Sales Price") which is in
effect hereunder at such time to be calculated in accordance with
the following formula:

         PC = PL + PT
in which :-
         PC =   the Contract Sales Price (expressed in U.S.$/MM  
                   the adjusted LNG Related Component as
                calculated pursuant to Section 8.2(b) (expressed
                in U.S.$/MMBTU)
         PL =   the adjusted Transportation Related Component as
                calculated pursuant to Section 8.2(c) (expressed
                in U.S.$/MMBTU).
         PT =   the adjusted Transportation Related Component as
                calculated pursuant to Section 8.2(c) (expressed
                in U.S.$/MMBTU).

                The Contract Sales Price to be applied to the
BTU's comprising each cargo of LNG shall be that Contract Sales
Price in effect as of the date of completion of unloading of such
cargo.
         (b)    An adjustment to the LNG Related Component shall
be made as of each effective date on which either (i) the realized
export prices of more than one (1) of the field classifications of
Indonesian crude oils (including condensate but excluding premiums
and prices for spot sales) then being sold and exported shall have
changed from the respective prices therefor included in the last
preceding adjustment made pursuant to this Section 8.2(b), or (ii)
two (2) or more additions or deletions, or an addition and a
deletion, in such field classifications of crude oils then being
sold and exported shall have become effective as compared with such
field classifications of crude oils being exported from Indonesia
as of the date of the last preceding adjustment made pursuant to
this Section 8.2(b).  The export prices and classification data
required to make the above determination shall be as verified by
the Ministry of Mines and Energy of the Republic of Indonesia.  In
every case such adjustment shall be made in accordance with the
following formula:

                 AX
         PL = PA AY

         PA =   U.S.$4.284, the LNG Related Component included in 
                    the Initial Contract Sales Price (expressed
                in U.S.$/MMBTU)
         AX =   the arithmetic average of the realized export
                prices in U.S. Dollars per barrel f.o.b.
                Indonesia, of all field classifications of
                Indonesian crude oils (including condensate) then
                being sold and exported, except premiums and
                except such prices for spot sales
         AY =   U.S.$27.4595, being the arithmetic average on
                January 1, 1986 of the realized export prices in
                U.S. Dollars per barrel, f.o.b. Indonesia, of
                allfield classifications of Indonesian crude oils
                (including condensate) then being sold and
                exported, except premiums and except such prices
                for spot sales.

         (c)    The Transportation Related Component shall be
adjusted on, and with effect from, January 1 of each year during
the term of this Contract in accordance with the following formula:
         PT = PB (1. 025)n
in which :
         PB =   U.S.$0.476 the Transportation Related Component
                included in the Initial Contract Sales Price
                expressed in U.S.$/MMBTU)
         n  =   1 on January l, 1987, and one higher whole number
                on each subsequent January 1.
                       

ARTICLE 9 - TRANSFER OF TITLE
         The LNG to be sold by Seller and purchased by Buyer
hereunder shall be delivered to Buyer into the Receiving Facility 
at the Unloading Port.  Delivery of LNG shall be deemed completed,
and title to and risk of loss of such LNG shall pass from Seller to
Buyer, when the LNG is at the Delivery Point.


                     ARTICLE 10 - INVOICES AND PAYMENT
         10.1   Cargo Invoices and Documents
         Promptly after completion of unloading of an LNG Tanker,
Seller or its representative shall furnish to Buyer a certificate
of volume unloaded, together with such other documents concerning
the cargo as may be reasonably requested by Buyer for the purpose
of R.0.C. customs clearance.  Buyer shall, as soon as possible but
in no event later than forty-eight (48) i hours after completion of
unloading, complete a laboratory analysis to determine the quality
of the LNG unloaded in accordance with the provisions of Section
13.7 and shall promptly furnish to Seller or its representative a
certificate with respect thereto.  Seller shall then perform the
calculation of the number of BTU's unloaded and delivered in
accordance with the provisions of Section 13.9 and shall furnish to
Buyer the details of the calculation.  Promptly upon completion of
such calculation, Seller or its representative shall furnish to
Buyer by telex or telegram an invoice, stated in U.S. Dollars, the
amount of the Contract Sales Price for the number of BTU's
delivered.  At the same time Seller shall send to Buyer a signed
copy of the invoice together with relevant documents setting forth
the basis for the calculation thereof.
         10.2   Other Invoices
         Except as provided in Section 10.1, in the event that any
amount is due from one party to the other hereunder, including,
without limitation, amounts payable pursuant to Article 7 on
account of LNG required to be purchased but not taken by Buyer,
then the party to which such amount is due shall furnish or cause
to be furnished an invoice therefor and  relevant documents showing
the basis for the calculation thereof.  All such invoices shall be
stated in U.S. Dollars.  If the documentation supporting such an
invoice is based upon one or more currencies, other than U.S.
Dollars, such currencies shall be converted to U.S. Dollars using
the currency exchange rate for interbank transfers in the United
States for payments abroad, expressed as the number of units of
U.S. Dollars required to purchase, exclusive of commissions and
charges, one unit of the relevant currency as quoted by Citibank,
N.A., New York City or such other bank as may be mutually
agreeable, in the New York market at 12:00 noon on the first
banking day in New York preceding the date on which the cost or
expense in such other currency was incurred.
         10.3   Invoice Due Dates
         (a)    Each invoice for LNG delivered to Buyer referred
to in Section 10.1 shall become due and payable by Buyer on the 
eighth (8th) Business Day in the R.0.C. after the date on which the
invoice (which may be in telex or telegraphic form) has been
received by Buyer in Taiwan, R.0.C.  Each invoice issued pursuant
to Section 10.2 shall become due and payable on the twenty-fifth
(25th) Business Day in the R.0.C. after the date of receipt of such
invoice by the party to which directed.
         (b) For the purposes of this Section 10.3 a telex invoice
shall be deemed received by the party to which directed on the day
such party's telex machine accepts transmission thereof by a
confirmed answerback, or, in the event such party's telex machine
is inoperative, on the day that a copy of the telex form of invoice
is received by such party.
         (c) In the event the full amount of any invoice is not
paid when due any unpaid amount thereof shall bear interest from
the due date until paid at an interest rate (the "Commercial
Interest Rate"), compounded annually, two (2) percentage points
greater than the publicly announced prime rate of Citibank, N.A.,
New York City, or such other bank as may be mutually agreeable. 
Such interest rate shall be adjusted, up or down as the case may
be, to reflect any changes in the aforesaid prime rate as of the
dates of such changes in the prime rate.
         10.4  Payment
          (a) Buyer shall pay, or cause to be paid, in U.S. 
Dollars, in immediately available funds, all amounts which become
due and payable by Buyer pursuant to any invoice issued hereunder,
to an account with a bank in the United States to be designated by
Seller.  Seller shall pay or cause to be paid, in U.S. Dollars, in
immediately available funds, all amounts which become due and
payable by Seller pursuant to any invoice issued to it hereunder to
a bank account in the R.0.C. designated by Buyer.  The paying
party's deposit in immediately available funds of the full amount
of each invoice with the appropriate bank account shall constitute
full discharge and satisfaction of the obligations under this
Contract for which such amounts were remitted.  Each payment of any
amount owing hereunder shall be in the full amount due without
reduction or offset for any reason, including, without limitation,
taxes, exchange charges or bank transfer charges.
          (b) A transfer of funds to the bank in the United States
referred to in Section 10.4(a) effected by Buyer from the R.0.C.
before the close of business in the R.0.C. on or before the due
date of any invoice issued pursuant to Section 10.1 or 10.2 shall
be deemed timely payment notwithstanding that such United States
bank cannot credit such transfer as immediately available funds for
a period of up to thirteen (13) hours by reason of the time
difference between the R.0.C. and the United States, or for one (1)
or more days which are not banking days in the United States.
         10.5  Seller's Right of Suspension upon Buyer's Failure to
          Make Payment
          If payment of any invoice for quantities of LNG is
delivered hereunder or for LNG not taken and for which Buyer is
obligated to pay pursuant to this Contract is not made within sixty
(60) days after the due date thereof, Seller shall be entitled,
upon giving thirty (30) days' written notice to Buyer, to suspend
subsequent deliveries to Buyer until the amount of such invoice
together with interest thereon, has been paid and Buyer shall not
be entitled to any Make-Up rights in respect of such suspended
deliveries.
         10.6  Disputed Invoices
          In the event of disagreement concerning any invoice
hereunder, the party to which such invoice was issued shall make
provisional payment of the total amount thereof and shall
immediately notify the issuing party of the reasons for such
disagreement, except that in the case of an obvious error in the
invoice or supporting documents the party to which such invoice was
issued shall pay the correct amount disregarding such error.  An
invoice may be contested by a party only if, within a period of one
hundred and eighty (180) days after its receipt thereof, such party
serves notice on the other questioning its correctness.  If no such
notice is served, such invoice shall be deemed correct and accepted
by both parties.  Promptly after resolution of any dispute as to an
invoice, the amount of any overpayment shall be paid by Seller or
Buyer to the other, as the case may require, plus interest at the
Commercial Interest Rate from the date the overpayment was received
to the date of refund.
         10.7  Form of Invoices
          The form and content of invoices to be issued under this
Contract and the supporting documents shall be prescribed in the
Implementation Procedure.  In addition the issuing party shall
provide such further information as the receiving party may
reasonably request from time to time to assure the receiving party
of the correctness of any amount invoiced.



                           ARTICLE 11 - QUALITY
         11.1  Gross Heating Value
          LNG delivered by Seller to Buyer hereunder shall have,
in a gaseous state, a Gross Heating Value of not less than 1,100
BTU's per Standard Cubic Foot and not more than 1,160 BTU's per
Standard Cubic Foot, determined as provided in Part II of Schedule
A.
         11.2  Components
          LNG delivered by Seller to Buyer hereunder shall, in a
gaseous state, contain not less than 85 molecular percentage (85
mol%) of methane (CH4) and, for the components and substances
listed below, such LNG shall not contain more than the following:
      (i)     Nitrogen (N2), 1.0 mol%;
     (ii)     Butanes (C4) and heavier, 2.00 mol%;
    (iii)     Pentanes (C5) and heavier, 0.10 mol%;
     (iv)     Hydrogen Sulfide (H2S), 0.25 grains per 100
              Standard Cubic Feet (0.25 grains/100 scf); and
      (v)     Total sulfur content, 1.3 grains per 100
              Standard Cubic Feet (1.3 grains/100 scf).
Although LNG which Seller delivers to Buyer hereunder is permitted
to contain the sulfur concentrations shown in items (iv) and (v)
above, under normal operating conditions at the Badak Facility
Seller would expect such concentrations to be materially less.
         Should any question regarding quality of the LNG arise,
Seller and Buyer shall consult and cooperate concerning such
question.
              ARTICLE 12 - PROGRAMMING AND SHIPPING MOVEMENTS

         12.1  Buyer's Request
          On or before June 15 preceding each Fixed Quantity
Period Seller shall notify Buyer of the current estimate of the BTU
content of each cargo to be delivered in such Fixed Quantity Period
based to the extent practicable on recent operating experience. 
Not later than six (6) calendar months prior to the beginning of
each Fixed Quantity Period Buyer shall give notice in writing of
the quantity of LNG, expressed in BTU's, it wishes to deliver
hereunder during such Fixed Quantity Period.  Each such request
shall include the Fixed Quantity for such Fixed Quantity Period and
any Additional LNG requested by Buyer pursuant to Section 7.6.  
Within fourteen (14) days of any request for Additional LNG, but
not earlier than July 15 preceding the Fixed Quantity Period to
which the request relates, Seller shall confirm whether or not it
has sufficient production capacity at the Badak Facility and
shipping capacity available to deliver such of the Additional LNG
as is subject to production capacity and shipping availability
during such Fixed  Quantity Period.
         12.2  Maintenance and Inspection Coordination
          Not later than ninety (90) days prior to the beginning
of each Fixed Quantity period Seller and Buyer shall consult and
agree on a program designed to coordinate the  scheduled drydocking
of the LNG Tanker and the anticipated maintenance/inspection
downtime of the Badak Facility and  the  Receiving Facility during
that Fixed Quantity Period, if and to the extent such downtime is
expected to affect deliveries of LNG hereunder.  Such program (the
"Coordinated Maintenance Schedule") will be devised so as to
minimize the collective impact of such drydocking and downtime
periods on the timely delivery of LNG hereunder.
  12.3   Annual Programs
          Based on the quantity of LNG the parties have agreed
shall be delivered during a Fixed Quantity Period pursuant to
Section 12.1, and taking into account the Coordinated Maintenance
Schedule for such Fixed Quantity Period, Seller and Buyer shall
consult together with regard to the Annual Program for such Fixed
Quantity Period no later than one (1) calendar month prior to the
commencement of such Fixed Quantity Period. Each Annual Program
shall include provisional delivery dates at the Receiving Facility
for the quantities of LNG to be sold hereunder to be loaded in full
cargo lots at the Badak Facility.  If necessary, the Annual Program
shall take into account any request for Additional LNG made
subsequent to July 1 of the preceding year pursuant to Section
7.6(b) which has been confirmed by Seller as being available.  Each
Annual Program shall provide for deliveries at rates and intervals
which are reasonably constant throughout the period to which it
relates.  Any Annual Program and/or Ninety-Day Schedule may be
amended by mutual agreement to make provision for circumstances
occurring subsequent to the preparation thereof including, to the
extent practicable, an acceleration of the rate of deliveries
necessitated by unscheduled downtime, failure of transportation or
event of force majeure as defined in Article 15.  The Annual
Programs and Ninety-Day Schedules (and any revisions thereto) are
intended to assist the parties in planning their respective
operations during the periods involved and shall not reduce the
entitlement and obligation during any Fixed Quantity Period of
Seller to sell, deliver and be paid for or to be paid for if not
taken, or of Buyer to purchase and receive, or to pay for if not
taken, the quantities of LNG required under Article 7 to be sold,
delivered and paid for during such period.
         12.4  Ninety-Day Schedules
          Not later than the fifteenth (15th) day of each calendar
month Seller shall deliver to Buyer a three-month forward plan of
deliveries (the "Ninety-Day Schedule") which follows the applicable
Annual Program (or the most current agreed revision thereof or, if
the Annual Program has not been issued, the most recent draft
thereof) as nearly as reasonably possible, and sets forth projected
delivery dates for each of the next three (3) calendar months. 
Each Ninety-Day Schedule shall reflect all adjustments, if any,
necessitated by deviation from prior Ninety-Day Schedules so as to
maintain as far as reasonably possible the delivery schedule in the
Annual Program (or the most recent agreed revision thereof or, if
the Annual Program has not been issued, the most recent draft
thereof).  Both parties shall cooperate to facilitate smooth
performance of the Ninety-Day Schedule.  After consultation with
Buyer Seller shall revise the Ninety-Day Schedule when appropriate
to meet the respective operational requirements of each party with
the overall objective of fulfilling the Annual Program as far as
reasonably possible.

                    ARTICLE 13 - MEASUREMENTS AND TESTS
         13.1  Parties to Supply Devices
          (a) Seller shall supply, operate and maintain, or cause
to be supplied, operated and maintained, suitable gauging devices 
for the  LNG tanks of the  LNG Tankers, pressure and temperature
measuring devices and any other measurement or testing devices
which are incorporated in the structure of an LNG Tanker or
customarily maintained on shipboard.
          (b) Buyer shall supply, operate and maintain, or cause
to be supplied, operated and maintained, devices required for
collecting samples and for determining quality and composition of
delivered LNG and any other measurement or testing devices which
are incorporated in land structures or customarily maintained at
LNG receiving facilities.
         13.2  Selection of Devices
          All devices provided for in this Article 13 which are
not currently in use in the sale and delivery of LNG from the Badak
Facility shall be chosen by mutual agreement of the parties and
shall be such as are, at the time of selection, the most accurate
and reliable in their practical application; provided, that the use
of such devices as are on board a Substitute LNG Tanker shall be
permitted.   The required degree of accuracy of such devices
selected shall be mutually agreed upon and verified by Buyer and
Seller in advance of their use, and such degree of accuracy shall
be verified by an independent surveyor mutually agreed upon by
Buyer and Seller.  In any event all devices (including those on
board a Substitute LNG Tanker) shall comply with maximum
permissible tolerances provided for in Part III of Schedule A.
         13.3  Units of Measurement and Calibration
          The parties shall cooperate closely in the design,
selection and acquisition of devices to be used for measurements
and tests under this Article 13 in order that, to the maximum
extent possible, all measurements and tests may be conducted either
in United States units of measurement or in metric units of
measurement.  In the event that it becomes necessary to make
measurements and tests using a new system of units of measurement,
the parties shall establish mutually agreeable conversion tables.
         13.4  Tank Gauge Tables of LNG Tankers
          Seller shall provide Buyer, or cause Buyer to be
provided, with a certified copy of tank gauge tables for each tank
of LNG Tankers verified by a competent impartial authority or
authorities mutually agreed upon by the parties.  Such tables shall
include correction tables for list, trim, tank construction and any
other items requiring such tables for accuracy of gauging.  Seller
and Buyer shall each have the right to have representatives present
at the time each LNG tank on an LNG Tanker is volumetrically
calibrated.  If the LNG tanks of an LNG Tanker suffer distortion of
such nature as to cause a prudent expert reasonably to question the
validity of the said tank gauge tables (or any subsequent
calibration provided for herein), Buyer or Seller may require
recalibration of such LNG tanks during any period when the LNG
Tanker is out of service for inspection and/or repairs.  Upon
recalibration of the LNG tanks of LNG Tankers, the same procedure
used to provide the original tank gauge tables will be used to
provide revised tank gauge tables and correction tables based upon
the recalibration data.  The calibration and recalibration of tanks
provided for in this Section 13.4 shall constitute the only tank
calibration required for purposes of this Contract.
         13.5  Gauging and Measuring LNG Volumes Unloaded
          Volumes of LNG delivered pursuant to this Contract shall
be determined by gauging the LNG in the tanks of LNG Tankers
immediately before and immediately after unloading.  Gauging the
liquid in the tanks of an LNG Tanker and measuring of liquid
temperature, vapor temperature, vapor pressure in each LNG tank,
trim and list of an LNG Tanker and atmospheric pressure shall be
simultaneously performed, or caused to be simultaneously performed,
by Seller immediately before and immediately after unloading as set
out in Section 13.8.  The first gauging and measurements shall be
made immediately before the commencement of unloading.  The second
gauging and measurements shall take place immediately after
completion of unloading.  Copies of gauging and measurement records
shall be furnished to Buyer.  Gauging and measurements shall be
effected in accordance with operating procedures to be mutually
agreed between Seller and Buyer and within the tolerances listed in
Part III of Schedule A.
         (a)  Gauging the Liquid Level of LNG
         The level of the LNG in each LNG tank of an LNG Tanker
shall be gauged by means of the gauging device installed in the LNG
Tanker for that purpose.  The level of the LNG in each tank shall
be logged or printed.
         (b)  Determination of Temperature
         The temperature of the LNG and of the vapor space in each
cargo tank shall be measured by means of a sufficient number of
properly located temperature measuring devices to permit the
determination of average temperatures.  Temperatures shall be
logged or printed.
         (c)  Determination of Pressure
         The pressure of the vapor in each LNG tank shall be
determined by means of pressure measuring devices installed in each
LNG tank of LNG Tankers.  The atmospheric pressure shall be
determined by readings from the standard barometer installed in LNG
Tankers.
         (d)  Determination of Density
         Density of the LNG shall be computed by Seller from
sample analysis as described in Sections 13.6 and 13.7 or, if
mutually agreed, measured.  Initially, the density of the LNG shall
be computed by the method described in Part I of Schedule A. 
Should any improved data, method of calculation or direct
measurement device become available which is acceptable to both
Buyer and Seller, such improved data, method or device shall then
be used.  If density is determined by measurements, the results
shall be logged or printed.
         13.6  Samples for Quality Analysis
          Representative samples of the LNG delivered shall be
obtained, or caused to be obtained, in triplicate by Buyer during
the time of unloading and delivery to Buyer.  The three (3) samples
shall be taken from an appropriate point on Buyer's receiving line
as close as possible to the unloading flanges and collected in the
gaseous state using the continuous gasification/
collection method agreed by Buyer and Seller.  In addition Buyer
shall obtain spot samples during unloading.  The samples obtained
shall be distributed as follows:

         First sample  - for analysis by Buyer.
         Second sample - for use of Seller.
         Third sample  - for retention by Buyer for an agreed
                         period, not to exceed twenty-five (25)
                         days, during which period any dispute as
                         to the accuracy of any analysis shall be
                         raised, in which case the sample shall
                         be further retained until Buyer and
                         Seller agree to retain it no longer.
If it is not possible for any reason to obtain composite samples by
the continuous gasification/collection method, the composition of
the LNG delivered shall be the arithmetic average of the results
obtained by analysis of the spot samples.  If it is not possible to
obtain such spot samples, an analysis of the LNG loaded at the
Loading Port, after adjustment for boil-off measured in respect of
the delivery voyage, shall be used to determine the composition of
the cargo delivered.  For this purpose Seller shall utilize devices
comparable to those utilized at the Receiving Terminal and shall
employ methods of taking and analyzing the samples at the Loading
Port comparable in accuracy to those employed at the Receiving
Terminal.
         13.7  Quality Analysis
          The samples provided for in Section 13.6 shall be
analyzed, or be caused to be analyzed, by Buyer to determine the
molar fraction of the hydrocarbon and other components in the
sample by gas chromatography in accordance with "G.P.A. Standard
2261, Method of Analysis for Natural Gas and Similar Gaseous
Mixtures by Gas Chromatography", published by GPA current as of
January 1, 1977, or as otherwise mutually agreed upon.  If revised
standards for analysis are subsequently adopted by GPA or other
recognized competent impartial authority, upon mutual agreement of
Buyer and Seller they shall be substituted for the standard then in
use, but such substitution shall not take place retroactively.  If
a chromatograph is used, duplicate runs shall be made on each
sample to determine that the repeatability of results is within
mutually agreed limits.  The calculated results of the acceptable
runs shall be averaged.  A calibration of the chromatograph or
other analytical instrument used shall be performed by Buyer
immediately prior to the analysis of the sample of LNG delivered. 
Buyer shall give advance notice to Seller of the time Buyer intends
to conduct a calibration thereof, and Seller shall have the right
to have a representative present at each such calibration;
provided, however, Buyer will not be obligated to defer or
reschedule any calibration in order to permit the representative of
Seller to be present.
         (a)   Use of Spot Analysis
          The average of the spot sample analyses, as specified in
Section 13.6, shall serve the purpose of fall-back reference in
case of failure to obtain a representative composite sample.  The
frequency of sampling shall be agreed between Buyer and Seller. 
Analysis of spot samples may be carried out on a back-up
chromatograph mutually agreed upon by Buyer and Seller.
         (b)   Hydrogen Sulfide
          The ASTM D 2725-70 Standard Method of Test for Hydrogen
Sulfide in Natural Gas (Methylene Blue Method) shall be used to
determine the hydrogen sulfide content of Seller's sample unless
Seller and Buyer mutually agree on any other method.
         (c)   Total Sulfur
          The ASTM D 3246-76 Standard Method of Test for Sulfur in
Petroleum Gas by Oxidative Microcoulometry shall be used to
determine the total sulfur content in Seller's sample unless Seller
and Buyer mutually agree on any other method.  If the total sulfur
content is less than 0.25 grains per 100 Standard Cubic Feet, it
shall not be necessary to analyze the sample for hydrogen sulfide.
         13.8  Operating Procedures
          Prior to conducting operations for measurement, gauging
and analysis as provided in Sections 13.5, 13.6 and  13.7, the
party responsible for such operations shall notify   the
appropriate representatives of the other party, allowing  such
representatives reasonable opportunity to be present for all
operations and computations; however, the absence of the other
party's representative after notification and opportunity to attend
shall not prevent any operation or computation from being
performed.  At the request of either party any measurement, gauging
or analysis provided for in Sections 13.5, 13.6 and 13.7 shall be
witnessed and verified by an independent  surveyor mutually agreed
upon by Buyer and Seller.  The results of such surveyor's
verifications shall be made available promptly to each party.   All
records of measurement and the computation results shall be
preserved and available to both parties for a period of not less
than three (3) years after such measurement and computation.
         13.9  BTU Quantities Delivered
          The quantity of BTU's delivered from LNG Tankers shall
be calculated by Seller following the procedures described  in this
Section 13.9 and shall be verified by an independent surveyor
mutually agreed upon by Seller and Buyer.
         (a)   Determination of Gross Heating Value
          The Gross Heating Value of samples of LNG shall be
determined by computation, in accordance with the method described
in Part I of Schedule A on the basis of the molecular composition
determined pursuant to Section 13.7 and of the molecular weights
and heating values described in "GPA Publication 2145" published by
GPA, current at the time of computation.   If revised constants or
improved methods for determination of heating value are
subsequently adopted by GPA or other recognized competent impartial
authority, they shall, upon mutual agreement of Seller and Buyer,
be substituted therefor, but not retroactively.  The Gross Heating
Value of the representative sample shall be conclusive for the
purpose of determining quantities of BTU's delivered.
         (b)   Determination of Volume of LNG Unloaded
          The LNG volume in the tanks of an LNG Tanker before and
after unloading shall be determined by gauging as provided in
Section 13.5 on the basis of the tank gauge tables and correction
tables provided for in Section 13.4.  The volume of LNG unloaded
shall be determined by deducting the total volume of LNG in all
tanks determined immediately after unloading is  completed from the
total volume in all tanks determined immediately before unloading
is commenced.  If failures of gauging and measuring devices of an
LNG Tanker should make it impossible to determine the LNG volume,
the volume of LNG delivered shall be determined by gauging the
liquid level in Buyer's on-shore LNG storage tanks immediately
before and after unloading such LNG Tanker, and such volume shall
be increased by adding an estimated LNG volume agreed upon by the
parties for boil-off due to unloading of LNG from such LNG Tanker
to on-shore LNG tanks and related pipelines.  Buyer shall provide
Seller, or cause Seller to be provided with, a certified copy of
tank gauge tables for each on-shore LNG tank which is to be used
for this purpose, such tables to be verified by a competent
impartial authority.
         (c)   Determination of BTU Quantities Delivered
          The quantities of BTU's delivered from LNG Tankers shall
be computed by Seller by means of the following formula:
          Q = (V x D x P) - Qr

         in which:

         Q     represents the quantity of the LNG delivered in
               BTU's.

         V     represents the volume of the LNG unloaded, stated
               in Cubic Meters, determined as provided in Section
               13.9 (b).

         D     represents the density of the LNG unloaded, stated
               in kilograms per Cubic Meter, determined as
               provided in Section 13.5 (d).

         P     represents the Gross Heating Value of the LNG
               unloaded, stated in BTU's per kilogram, determined 
                  as provided in Section 13.9(a).

         Qr    represents the quantity in BTU's of the vapor
               which displaced the volume of LNG unloaded from 
               the LNG tanks in the LNG Tankers.

Physical constants, calculation procedures and examples of BTU
determination are provided in Part I of Schedule A.

         13.10 Verification of Accuracy and Correction for Error
          Accuracy of devices used shall be tested and verified in
accordance with a schedule as recommended by the manufacturer
unless superseded by a mutually agreed schedule, and at any time if
requested by either party, including the request by a party to
verify accuracy of its own devices.  Each party shall have the
right to inspect at any time the measurement devices installed by
the other party, provided that the other party be notified in
advance.  Testing shall be performed only when both parties are
represented, or have received adequate advance notice thereof,
using methods recommended by the manufacturer or any other method
agreed to by Seller and Buyer.  At the request of either party, any
test shall be witnessed and verified by an independent surveyor
mutually agreed upon by Buyer and Seller.  Permissible tolerances
shall be as defined in Part  III of Schedule A.  Inaccuracy of a
device exceeding the permissible tolerances shall require
correction of previous recordings, and computations made on the
basis of those recordings, to zero error with respect to any period
which is definitely known or agreed upon by the parties, as well as
adjustment of the device.  In the event that the period of error is
not known, cannot be agreed upon or cannot be determined from
available data, corrections shall be made for each delivery made
during the last half of the period since the date of the most 
recent calibration of the inaccurate device.  However, the
provisions of this Section 13.10 shall not be applied to require
the modification of any invoice that has become final pursuant to
Article 10.
         13.11 Disputes
          In the event of any dispute concerning the subject
matter of this Article 13, including, but not limited to, disputes
over selections of the type or accuracy of measuring devices, their
calibration, the result of measurement, sampling, analysis,
computation or method of calculation or conversion table, such
dispute shall be submitted to a competent impartial authority
mutually agreed upon by the parties.  Expenses incurred in
connection with the services of such authority shall be shared
equally by the parties.  If such authority cannot be agreed upon
within thirty (30) days of request by either party, such dispute
shall be decided by arbitration pursuant to Article 16.  All
decisions of an authority acting under this Section 13.11 shall be
binding on the parties.
         13.12 Costs and Expenses of Tests and Verifications
          All costs and expenses for testing and verifying
Seller's measurement devices as provided for in this Article 13
shall be borne by Seller, and all costs and expenses for testing
and verifying Buyer's measurement devices shall be borne by Buyer. 
Seller and Buyer shall bear equally the fees and charges of
independent surveyors for measurements and  calculations in
Sections 13.8 and 13.9 and in Section 13.10 when provided for such
independent surveyors are required and selected by the parties.

                  ARTICLE 14 - DUTIES, TAXES AND CHARGES

         14.1  Indemnity by Buyer; Effect of Withholding
          Buyer agrees to indemnify and hold harmless Seller from
any taxes, duties, royalties, assessments, charges (excluding Port
Charges, provided such charges are not in the nature of Taxes on
the income or profits of an LNG Tanker or its owner/operator or any
of (a) through (d) set forth below) or imposts, including any
additions or penalties due to late payment of any thereof
(collectively, "Taxes") levied or imposed by the Government of the
R.0.C. or any subdivision thereof, or any other governmental
authority in the R.0.C., on (a) the    transportation, sale, value
added or import of LNG, (b) any revenues, income or profits
resulting therefrom (including revenues, income or profits
resulting from payments under this Section 14.1), (c) the LNG
itself or any documents, invoices or receipts provided in
connection therewith, and (d) LNG Tankers.  If Buyer is obligated
in its remittance to Seller respecting any invoice to deduct or
withhold an amount for or with respect to  Taxes, it shall
simultaneously pay to Seller such additional     amount in U.S.
Dollars in immediately available funds as shall be necessary to
cause the total amount paid to Seller respecting such invoice
(including any such additional amount) to equal the amount which
would have been receivable by Seller in the absence of Buyer's
obligation to make such a deduction or withholding.
         14.2  Seller's Cooperation with Buyer
          Seller agrees, at all times during the term of this
Contract or any extension thereof, and to the extent reasonable and
practicable, to cooperate in minimizing  Buyer's liability
(including any liability for additions or penalties due to the late
payment of Taxes) under Section 14.1; and insofar as Buyer's
liability relates to Taxes levied on revenues, income or profits
resulting from the sale or import of LNG, Seller agrees to conduct
all business and other activities with or in the R.0.C. so as not
to be deemed to be (w) a resident company, (x) engaged in a trade
or business directly, (y) maintaining a permanent establishment or
(z) doing business through a "business agent (as defined in the
Profit Seeking Enterprise Income Tax of the R.0.C.) in the R.0.C. 
Further, if following the date of this Contract there shall occur
any change in the laws affecting taxation of the R.0.C. or any
subdivision thereof which, solely by reason thereof, would result
in Taxes being levied on Seller with respect to revenues, income or
profits resulting from the sale or import of LNG, Seller shall,
upon notice from Buyer, consult with Buyer and take such action as
may be reasonable and practicable to limit the amount of such 
Taxes.   Nothing in this Section 14.2 shall require Seller to take
or forego taking any action which would impair Seller's performance
of its obligations or enjoyment of its benefits under this
Contract.

                        ARTICLE 15 - FORCE MAJEURE
         15.1  Events of Force Majeure
          Neither Seller nor Buyer shall be liable for any delay
or failure in performance hereunder if and to the extent such delay
or failure in performance is caused by any of the following:
          (a) As to onshore facilities:
      (i)          fire, flood, atmospheric disturbance,
                   lightning, storm, typhoon, tornado,
                   earthquake, landslide, soil erosion,
                   subsidence, washout, epidemic or other Act
                   of God;
     (ii)          war, riot, civil war, blockade,
                   insurrection, acts of public enemies or
                   civil disturbances;
    (iii)          strike, lockout or other industrial
                   disturbances;

     (iv)          with respect to Seller's onshore
                   facilities, including Natural Gas
                   reservoirs, production facilities in the
                   field, facilities for transportation of
                   Natural Gas from the field, facilities for
                   the treatment or liquefaction of Natural
                   Gas and facilities for the storage or
                   loading of LNG;
         (A)          accidental damage; or
         (B)          other damage or failure beyond the
                      reasonable control of Seller except
                      those failures  occurring during the
                      process of testing and commissioning
                      new facilities which would normally be
                      anticipated to occur;
      (v)          with respect to Buyer's onshore facilities,
                   including facilities for unloading,
                   receiving or storage of LNG, facilities for
                   gas compression or regasification and the
                   facilities for transporting Natural Gas to
                   Buyer's Natural Gas distribution systems;
         (A)          accidental damage; or
         (B)          other damage or failure beyond the
                      reasonable control of Buyer except
                      those failures occurring during the
                      process of testing and commissioning
                      new facilities which would normally be
                      anticipated to occur;
     (vi)          full depletion of the Proved Remaining
                   Recoverable Reserves of Natural Gas in the
                   Gas Supply Area which are covered by the
                   most recent Certificate and which can
                   economically be produced unless such
                   depletion (other than depletion resulting
                   from accident or production of reserves of
                   Natural Gas from the Gas Supply Area for
                   sale as contemplated in Article 3) results
                   from an event or events within the
                   reasonable control of Seller;
    (vii)          delay in completion and testing of the
                   onshore facilities described in
                   subparagraphs (iv) and (v) above so as to
                   prevent the same from becoming operational
                   on a continuing basis, which delay is
                   caused by any of the events described in
                   subparagraphs (i) through (v) above or
                   (viii) below or by delay in receiving major
                   items of equipment or materials from the
                   manufacturer or vendor thereof, provided
                   that the party claiming such delay as an
                   event of force majeure shall have taken 
                   all steps reasonably available to obtain  
                   timely delivery of such items, including 
                   the placing of purchase orders within such
                   time as was prudent under the circumstances
                   existing at the time; or
   (viii)          acts of government that directly affect the
                   ability of a party to perform any
                   obligation hereunder other than the
                   obligation to remit payments as provided in
                   Section 10.4 on account of LNG delivered
                   and taken or not taken but required to be
                   paid for under this Contract.
          (b) As to LNG Tankers:
      (i)          delay in completion and testing of the
                   Dedicated Vessel so as to prevent the same
                   from becoming operational on a continuing
                   basis, provided that Seller shall have
                   taken all steps which could reasonably have 
                   been expected and which are necessary to
                   fulfill its responsibility to provide
                   transportation under this Contract;
     (ii)          (A) loss of, or accidental damage to, an
                   LNG Tanker, or (B) other damage to or
                   failure of an LNG Tanker beyond the
                   reasonable control of Seller, provided that
                   Seller shall have taken all steps which
                   could reasonably have been expected and
                   which are necessary to fulfill its
                   responsibility to provide transportation
                   under this Contract;
    (iii)          fire, flood, atmospheric disturbance,
                   lightning, storm, typhoon, tornado,
                   epidemic or other Act of God;

     (iv)          war, riot, civil war, blockade, 
                   insurrection, acts of public enemies or
                   civil disturbances;
      (v)          strike, lockout or other industrial
                   disturbance occurring aboard an LNG Tanker
                   or at a port or other facility at which
                   such LNG Tanker calls;
     (vi)          acts of government; or
    (vii)          the unavailability because of force majeure
                   as described in subparagraphs (ii) through
                   (vi) above of any of the vessels contracted
                   to Seller on a long-term basis, other than
                   the Dedicated Vessel, together with
                   Seller's inability to obtain alternative
                   shipping despite its best efforts.
         15.2  Notice; Resumption of Normal Performance
          (a) Immediately upon the occurrence of an event of force
majeure that gives Seller or Buyer warning that the event may delay
or prevent the performance by Seller or Buyer of any of its
obligations hereunder, the party affected shall give notice thereof
to the other party describing such event and stating the
obligations the performance of which are, or are expected to be,
delayed or prevented, and (either in the original or in
supplemental notices) stating:
      (i)          the estimated period during which
                   performance may be suspended or reduced,
                   including, to the extent known or
                   ascertainable, the estimated extent of such
                   reduction in performance; and
     (ii)          the particulars of the program to be
                   implemented to ensure full resumption of
                   normal performance hereunder.
         (b) In order to ensure resumption of normal performance 
   of this Contract within the shortest practicable time, the party
affected by an event of force majeure shall take all measures   to
this end which are reasonable in the circumstances (which  shall
include the provision by Seller of alternative shipping in the case
of force majeure affecting an LNG Tanker), taking into account the
consequences resulting from such event of force majeure.   Prior to
resumption of normal performance the parties    shall continue to
perform their respective obligations under this Contract to the
extent not prevented by such event of force majeure.
         15.3  Settlement of Industrial Disturbances
          Settlement of strikes, lockouts or other industrial
disturbances shall be entirely within the discretion of the party
experiencing such situations, and nothing herein shall require such
party to settle industrial disputes by yielding to demands made on
it when it considers such action inadvisable.
         15.4  Termination for Force Majeure
          In the event a party to this Contract suffers an event
of force majeure as defined in this Article 15 and as a result
thereof all deliveries of LNG hereunder are suspended for a period
of forty-two (42) consecutive calendar months, the other party
shall have the right to terminate this Contract by written notice
given within one hundred and eighty (180) days following the
expiration of such forty-two (42) month period, provided that in
the case of full depletion of recoverable reserves as provided in
Section 15.1(a)(vi) Buyer may terminate this Contract by  written
notice within thirty (30) days of Seller's declaring force majeure
in such circumstances, unless prior to that date Seller shall have
reasonably demonstrated its  willingness and ability to resume
deliveries hereunder within the said succeeding forty-two (42)
month period.

                         ARTICLE 16 - ARBITRATION
         All disputes arising between Seller and Buyer relating to
this Contract or the interpretation or performance hereof shall be
finally settled by arbitration conducted in the English language in
accordance with the Rules of Arbitration of the International
Chamber of Commerce in effect at the time by three (3) arbitrators
appointed in accordance with such Rules.  Arbitration shall be held
in New York, New York, United States of America, unless another
location is selected by mutual agreement of the parties.  The award
rendered by the arbitrators shall be final and binding upon the
parties, and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction over any party
concerned.

                        ARTICLE 17 - APPLICABLE LAW

         This Contract shall be governed by and interpreted in
accordance with the laws of the State of New York, United States of
America.

                 ARTICLE 18 - JOINT COORDINATING COMMITTEE

         Each of the parties shall promptly appoint
representatives to a joint technical and operating committee
("Joint Coordinating Committee"), which shall hold its first
meeting within sixty (60) days after the execution of this Contract
and thereafter at such intervals as shall be decided upon by the
Joint Coordinating Committee.  The Joint Coordinating Committee and
such other technical representatives as may be designated shall
consult together to coordinate plans (a) relating to additions to
or modifications of the Badak Facility to accommodate deliveries
hereunder, (b) relating to LNG Tankers and (c) relating to the
construction of the Receiving Facility, so as to assure that such
facilities and LNG Tankers are compatible for all purposes and that
progress is being made in accordance with the project timetable
agreed to between the parties.  Notwithstanding the foregoing, each
of Buyer and Seller shall regularly keep the other informed of its
progress with the timely performance of its respective obligations
hereunder and in particular shall immediately inform the other of
any significant delay envisaged in its respective performance.

                 ARTICLE 19 - AUTHORIZATIONS AND APPROVALS

         Each of Buyer and Seller represents and warrants that it
has obtained all governmental approvals and authorizations required
to execute and deliver this Contract, to be bound by the terms
hereof, to export and import, respectively, the LNG to be sold and
purchased hereunder and to construct the facilities required
pursuant to Article 5; and each further warrants and represents
that it has obtained, or will obtain in a timely manner, all
further approvals and authorizations which may be required for it
to perform its obligations hereunder.

                       ARTICLE 20 - CONFIDENTIALITY

         Information or documents furnished by one party to the
other party hereunder in connection with the performance of this
Contract and which the disclosing party identifies as confidential
may not be used or communicated to third parties without the
agreement of Seller, in the case of information and documents
furnished by Seller, and of Buyer, in the case of information and
documents furnished by Buyer.  This restriction shall not apply to
information or documents to the extent that such information or
documents:
         (i)    without fault of the receiving party have become
         available to the public;
         (ii)   are communicated to any of Seller's Suppliers or
         any Affiliate of one of the parties or of Seller's
         Suppliers with the obligation of the recipient to
         maintain confidentiality;
         (iii)  are communicated to legal counsel, accountants,
         other professional consultants or advisers, underwriters
         or lenders of one of the parties, or other persons that
         are participating in the implementation of the Badak III
         Trade, with the obligation of the recipient to maintain
         confidentiality;
         (iv)   are communicated to contractors for or operators
         of the Badak Facility, the Loading Port, LNG Tankers or
         the Receiving Facility, provided that such communication
         is necessary for the performance by a party of its
         obligations under this Contract and provided that said
         contractors and operators shall be subject to an
         obligation to maintain confidentiality; or
         (v)    are communicated to the government or governmental
         authorities of the Republic of Indonesia, the R.0.C.  or
         the United States of America claiming authority to
         require such disclosure, in accordance with that
         authority.

                           ARTICLE 21 - NOTICES

         All notices and other communications for purposes of this
Contract shall be in writing in English, which shall include
transmission by telex or cable, except that notices given from
ships at sea may be by radio in English.  Notices and
communications shall be directed as follows:

         (a)    To Seller at the following mail address:

                PERUSAHAAN PERTAMBANGAN MINYAK DAN
                GAS BUMI NEGARA (PERTAMINA)
                Attention:  Bureau of Gas Marketing
                            Sub-Directorate of
                            Foreign Marketing
                Medan Merdeka Timur 1A,
                Jakarta Pusat, Indonesia.

         and at the following cable and telex addresses:

         Cable:

                PERTAMINA
                JAKARTA, INDONESIA VIA RCA
                Attention:  Bureau of Gas Marketing
                            Sub-Directorate of
                            Foreign Marketing

         Telex:

                PERTAMINA
                44134 or 44152
                JAKARTA, INDONESIA

         (b)    To Buyer at the following mail address:

                CHINESE PETROLEUM CORPORATION
                Attention:  Director of Supply Department
                83 Chung Hwa Road
                TAIPEI, TAIWAN, REPUBLIC OF CHINA

                and at the following cable and telex addresses:  
                Cable:

                CHINESE PETROLEUM CORPORATION
                Chinol Taipei
                TAIPEI, TAIWAN, REPUBLIC OF CHINA

                Telex:

                CHINESE PETROLEUM CORPORATION
                11215 Chinol
                TAIPEI, TAIWAN, REPUBLIC OF CHINA

         The parties may designate additional addresses for
particular communications as required from time to time, and may
any address, by notice given thirty (30) days in advance change of
such addition or change.  Immediately upon receiving communications
by telex, cable or radio, a party shall acknowledge receipt by the
same means and may request a repeat transmittal of the entire
communication or confirmation of particular matters.  If the sender
receives no acknowledgment of receipt within twenty-four (24) hours
or receives a request for repeat transmittal or confirmation, said
party shall repeat the transmittal or answer the particular
request.   Unless otherwise expressly provided herein all notices
hereunder shall become effective upon receipt.  Prior to the date
the initial delivery of LNG is to be made under this Contract the
parties shall establish radio channels, frequencies and procedures
for all communications between LNG Tankers, the Receiving Facility
and the authorities for the Unloading Port.

                          ARTICLE 22 - ASSIGNMENT

         Neither this Contract nor any rights or obligations
hereunder may be assigned by Buyer without the prior written
consent of Seller, or by Seller without the prior written consent
of Buyer.


                    ARTICLE 23 - AMENDMENTS; NON-WAIVER

         This Contract may not be amended, modified, varied or
supplemented except by an instrument in writing signed by the
president Director or other duly authorized representative for
Seller and by the Chairman or other duly authorized representative
for Buyer.   Performance of any condition or  obligation to be
performed hereunder shall not be deemed to have been waived or
postponed except by an instrument in writing signed by an
authorized signatory, as specified in the preceding sentence, of
the party who is claimed to have granted such waiver or
postponement.  No omission, delay or forebearance on the part of
either party in requiring the due and punctual fulfillment by the
other party of any of its obligations under this Contract shall be
deemed to constitute a waiver of the right to require the
fulfillment of such obligation or the due and punctual fulfillment
of any other obligation, whether similar or otherwise, or a waiver
of any remedy it may have hereunder.


                        ARTICLE 24 - IMPLEMENTATION

         Seller and Buyer shall cooperate fully with each other in
implementing this Contract and performing their respective
obligations hereunder, including the drawing up of an
Implementation Procedure at such time and containing such details
as may be appropriate to facilitate the full and timely
implementation and performance of this Contract.  In the event of
any conflict or inconsistency between the contents of the
Implementation Procedure and this Contract, then the provisions of
this Contract shall prevail.


                       ARTICLE 25 - ENTIRE AGREEMENT

         This Contract and any documents executed
contemporaneously herewith constitute the entire agreement between
the parties relating to the subject matter hereof and supersede and
replace any provisions on the same subject contained in any other
agreement between the parties prior to the execution of this
Contract, whether written or oral.

                   ARTICLE 26 - LANGUAGE OF THE CONTRACT

         This Contract shall be made and executed only in the
English language. 


                           ARTICLE 27 - HEADINGS

         The headings and captions in this Contract are inserted
solely for the sake of convenience. and shall not affect the
interpretation or construction of this Contract.


                         ARTICLE 28 - COUNTERPARTS


         This Contract is executed in two (2) identical
counterparts, each of which shall have the force and dignity of an
original, and all of which shall constitute but one and the same
Contract.


         IN WITNESS WHEREOF, each of the parties has caused this
Contract to be executed in Jakarta by its duly authorized
representative as of the date first written above.

SELLER:

PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA (PERTAMINA)



BY: ______/s/_____________________
    PRESIDENT DIRECTOR



BUYER:

CHINESE PETROLEUM
CORPORATION



BY ______/s/_______________________
   CHAIRMAN OF THE
   BOARD OF DIRECTORS