WITNESSETH:

                           SECOND ADDENDUM TO LEASE


     This Second Addendum to Lease ("Addendum"), to be effective March 1, 
1997, is entered into by and between SORRENTO WEST PROPERTIES, INC. as 
"Landlord" and OCEANIC EXPLORATION COMPANY as "Tenant" and forms a part of 
that certain Office Building Lease dated March 1, 1991, as amended by that 
certain Addendum to Lease effective March 1, 1994, (the "Lease"), covering 
the Premises commonly known as Xxxxx 000, 0000 Xxxxx Xxxxxx Xxxxxx and 
located within the Quebec Pointe office building in unincorporated Arapahoe 
County, State of Colorado.

                                 WITNESSETH:

     WHEREAS, Tenant and Landlord wish to extend the term of the Lease; and

     WHEREAS, Tenant and Landlord have mutually agreed to the terms and 
conditions of such extension and wish to confirm such agreement;

     NOW THEREFORE, in consideration of the mutual covenants and conditions 
contained herein, Tenant and Landlord agree as follows:

     1.  The Term of the Lease is hereby extended for a three (3) year 
         period, commencing March 1, 1997 and terminating February 28, 2000, 
         (the "Extended Term").  All references to the "Term" in the Lease 
         shall include the Extended Term.

     2.  The Minimum Rent for the Extended Term shall be at the rate of 
         $17.00 per square foot payable in monthly installments of Three 
         Thousand Six Hundred Twenty-Nine and 50/100 Dollars ($3,629.50).  
         Tenant shall commence paying such Minimum Rent May 1, 1997.

     3.  The Base Operating Year for the Extended Term for the purposes of 
         calculating Tenant's pro rata share of Operating Expenses, as 
         provided in Section 3 of the Lease, shall be calendar year 1997.

     4.  Except as modified herein, the Lease shall remain in full force and 
         effect and the remaining terms, provisions, covenants and conditions 
         shall remain unchanged.



     IN WITNESS WHEREOF, this Second Addendum to Lease is executed as of the 
day and year first written above.


LANDLORD:                               TENANT:

SORRENTO WEST PROPERTIES, INC.          OCEANIC EXPLORATION COMPANY

By:  /s/  Xxxxxxx X. Xxxx               By:  /s/  Xxxxx X. Xxxxx
   --------------------------------        --------------------------------
          Xxxxxxx X. Xxxx                         Xxxxx X. Xxxxx
          Vice President                          Vice President