186 EXHIBIT 10.09 THIS DEED is made 7 November 1997 BETWEEN INDO-PACIFIC ENERGY (NZ) LIMITED of 284 Karori Road, Wellington, New Zealand ("Indo-Pacific") AND MOONDANCE ENERGY PTY LTD of 133 Edward Street, Perth, Western Australia ("Moondance") AND...

 186
EXHIBIT 10.09

THIS DEED is made 7 November 1997

BETWEEN

     INDO-PACIFIC ENERGY (NZ) LIMITED of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ("Indo-Pacific")

AND

     MOONDANCE ENERGY PTY LTD of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("Moondance")

AND

     BORAL ENERGY RESOURCES NZ LIMITED of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇ Energy")

AND

     TRANS-ORIENT PETROLEUM (NZ) LIMITED of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ("Trans-Orient")

RECITALS

A.   As at the date of this Deed the Parties are parties to an
unincorporated joint venture for the purpose of holding their
respective Participating Interests in PEP 38328 in the
percentages set out as follows;

     Indo-Pacific        37.5%
     Moondance           10.0%
     Boral Energy        30.0%
     Trans-Orient        22.5%

B.   Moondance gave notice of withdrawal from the joint venture
and the Permit effective as of 00.02 hours on 1 July 1997 and
this Deed evidences the said withdrawal.

THE PARTIES AGREE as follows:

1.        Definitions and Interpretation

1.1  Definitions

     In this Deed (including the Recitals) unless the context
otherwise requires:

1.1.1     "Act" means the Crown Minerals Act (NZ) 1991 and any
          regulations made thereto.

1.1.2     "Deed" means this deed between the Parties.

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1.1.3     "Moondance Interest" means a 10% Participating Interest
          owned by Moondance assigned to the following:

          Boral          7.5%
          Indo-Pacific   2.5%

1.1.4     "Effective Date" means 00.02 hours on 1 July 1997.

1.1.5     "Parties" means each of Indo-Pacific, Moondance, Boral
          Energy and Trans-Orient.

1.1.6     "Participating Interest" means a percentage interest of
          a Party in the Permit.

1.1.7     "Permit" means petroleum exploration permit PEP 38328
          or any renewal or extension thereof and any mining
          permit granted pursuant thereto.

1.1.8     "Minister" means the Minister of Energy as defined
          under the Act who administers the approval and
          registration procedure under the Act.

1.1.9     "Continuing Parties" means Trans-Orient.

1.2  Interpretation

     In this Deed, unless a contrary intention appears:

1.2.1     a reference to this Deed is a reference to this Deed as
          amended, varied, novated or substituted from time to
          time;

1.2.2     a reference to any legislation or any provision of any
          legislation includes:

          (a)  all regulations, orders or instruments issued
               under the legislation or provision; and

          (b)  any modification, consolidation, amendment,
               re-enactment, replacement or codification of such
               legislation or provision;

1.2.3     a word:

          (a)  importing the singular includes the plural and
               vice versa; and

          (b)  denoting an individual includes corporations,
               firms, unincorporated bodies, authorities and
               instrumentalities;



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1.2.4     a reference to a Party to this Deed or any other
          instrument includes that Party's executors,
          administrators, successors and permitted assigns;

1.2.5     where a word or phrase is given meaning, any other part
          of speech or grammatical form has a corresponding
          meaning; and

1.2.6     a reference to a clause number, schedule number or
          annexure number (or letter) is a reference to a clause,
          schedule or annexure of this Deed;

1.2.7     words and expressions used in this Deed which are used
          in the Act shall where the context admits have the same
          meaning as they have in the Act.

2.        Approval

2.1  Each dealing evidenced by this Deed to which the Act applies
     will relate back to and take effect on and from the
     Effective Date upon the date of obtaining approval for such
     dealing in accordance with the Act.

2.2  The Parties must use all reasonable endeavours to have all
     dealings evidenced by this Deed approved and registered as
     contemplated by clause 2.1 as expeditiously as possible.

2.3  If any dealing evidenced by this Deed is not approved and
     registered in accordance with clause 2.1 within 12 months of
     execution of this deed (or such other date as the Parties
     may agree), any Party may terminate this Deed at any time by
     notice to other Parties and this Deed will terminate on the
     receipt of that notice.

2.4  On termination of this Deed under clause 2.3, the Parties
     must execute all documents and do all other things necessary
     or desirable to place each other in the same position as
     they would have been had this Deed not been executed or
     acted upon.

3.   Assignee

3.1  With effect on and from the Effective Date, each of Boral
     and Indo-Pacific assumes the obligations and liabilities in
     respect of the Moondance Interest assigned to it arising on
     and from the Effective Date (but always excluding
     liabilities and obligations arising prior to the Effective
     Date) and shall be entitled to the full benefit and
     advantage of the Moondance Interest and all rights
     thereunder to the same extent to which Moondance would have
     been so entitled had the Moondance Interest not been
     assigned to Boral and Indo-Pacific.

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3.2  Each of Boral and Indo-Pacific will indemnify and keep
     indemnified the Continuing Parties against all liability
     which each of them may incur by reason of any breach or      
     non-observance by each of Boral and Indo-Pacific of any of   
     the provisions of this Deed.

3.3  With effect on and from the Effective Date the Continuing
     Parties accept the liability of each of Boral and            
     Indo-Pacific as set out in clause 3.1 hereof.

3.4  The liabilities and obligations of Boral and Indo-Pacific
     are several and not joint and not joint and several.

4.        Assignor

4.1  Moondance covenants and agrees with the Continuing Parties
     and Boral and Indo-Pacific to duly and punctually discharge
     all liabilities and perform all obligations incurred in
     respect of the Moondance Interest prior to the Effective
     Date (but excluding liabilities and obligations scheduled
     for performance on or after the Effective Date) regardless
     of whether such liability and obligations arise before or
     after the Effective Date.

4.2  Moondance shall indemnify and hold the Continuing Parties
     and Boral and Indo-Pacific harmless from and against all
     liability which each of them may incur by reason of any
     breach or non-observance by Moondance of this Deed.

5.        Participating Interests

The Parties agree that on and from the Effective Date their
respective Participating Interests shall be as set out below;

     Indo-Pacific    40.0%
     Boral Energy    37.5%
     Trans-Orient    22.5%
                    ______
                    100.0%

6.        Miscellaneous

6.1  This Deed will be binding upon the enure to the benefit of
     the Parties, their respective successors and each person who
     derives from them title to a Participating Interest.

6.2  This Deed will be governed by and construed in accordance
     with laws of New Zealand for the time being in force.

6.3  The Parties submit to the non-exclusive jurisdiction of the
     Courts of New Zealand and all courts competent to hear
     appeals therefrom.

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6.4  The Parties will bear their own legal costs arising out of
     the preparation of this Deed, but Moondance will bear all
     stamp duty and registration fees payable on this Deed and
     any document directly related to or consequential upon this
     Deed.

6.5  Each of the Parties must take all such steps, execute all
     such documents and do all such acts and things as may be
     reasonable required by any other Party to give effect to the
     intent of this Deed.

6.6  Each attorney executing this Deed states that he has no
     notice of the revocation of his power of attorney.

EXECUTED by the parties as a Deed,

Executed for and on behalf of
INDO-PACIFIC ENRGY (NZ)
LIMITED by its duly authorised
representative in the presence of;

/s/ Jenni Lean                     /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Signature of witness               Signature of representative

Jenni Lean                         ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name of Witness                    Name of representative

The COMMON SEAL of BORAL      )    The Common Seal of
ENERGY RESOURCES NZ LIMITED   )    BORAL ENERGY RESOURCES 
was affixed in the            )    NZ LIMITED
presence of:                  )         

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇             /s/ Robbert ▇▇▇ ▇▇▇▇▇▇▇
Signature                          Signature

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇                 Director, Robbert ▇▇▇ ▇▇▇▇▇▇▇
Print Name                         Print Name

Director                           Director
Office held                        Office held

The COMMON SEAL of                 )    MOONDANCE ENERGY
MOONDANCE ENERGY PTY LIMITED       )    PTY LTD. A.C.N. 073 213
was affixed in the presence of:    )    546 COMMON SEAL

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Corner            /s/ ▇▇▇▇▇ ▇▇▇▇▇
Signature                          Signature
▇▇▇▇▇▇▇ ▇▇▇▇ Corner                ▇▇▇▇▇ ▇▇▇▇▇
Print Name                         Print Name

Secretary                          Director
Office held                        Office held

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Executed for and on behalf of TRANS-ORIENT
PETROLEUM (NZ) LIMITED by its duly
authorised representative in the presence of;

/s/ Jenni Lean                     /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Signature of witness               Signature of representative

Jenni Lean                         ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name of witness                    Name of representative