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                                                           Attachment to License
                                                           series MG # 249 (oil)
                                                             dated June 28, 1995

                                                               "A p p r o v e d"
                                                        by the Prime-Minister of
                                                           Republic of Kazakstan
                                                        __________ A. S. Yesimov
                                                       September "_______", 1997



                          R E S O L U T I O N #R 97 - U
                            dated September 11, 1997,
                       on amendment of license conditions

LICENSE:   License series MG #249 (oil) dated 6/28/95.

LICENSEE:  Karakudukmunay Inc.

MINISTRY OF ENERGY AND NATURAL RESOURCES OF REPUBLIC OF
KAZAKSTAN,  according  to the letter of the  Department  of oil and gas #4 3/219
dated 9/9/97.

Inserts the following amendments to the license conditions:

I.    Clause 8.2 of the License shall be amended as follows:
8.2.  Minimum work program
8.2.1 Evaluation stage

1. Before  12/31/99 8 new wells with the depth of  3250-3500 m. shall be drilled
and 4  exploration  wells  worked over.  As the  protocol of the State  Reserves
Committee  does not  recommend to carry out 3D seismic,  it is proposed to solve
this  question  later,  depending  on  geological  results of drilling the first
production wells.

8.2.2  Development stage during the first three years: The development stage for
the  period  till  12/31/99  shall  include  the work on  developing  the  field
infrastructure and installing equipment necessary for processing and transfer of
crude oil produced from the 4 worked-over and 8 drilled wells.

The total of financial  commitments  stipulated in Clauses 8.2.1 and 8.2.2 shall
be:

 Before  12/31/1997  -  $10,000,000 
 Before  12/31/1998  -  $34,500,000
 Before  12/31/1999  -  $12,000,000

         Minister                            D. T. Duisenov
                                             (signed and stamped)

The amendments to the license conditions are accepted:

                                             Licensee - Karakudukmunay Inc.
                                             General Director - N. D. Klinchev

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