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<DOCUMENT>

<TYPE>EX-10.83

<SEQUENCE>10

<FILENAME>d81055ex10-83.txt

<DESCRIPTION>1ST AMENDMENT TO PRODUCTION SHARING CONTRACT

<TEXT>

<PAGE>



1

EXHIBIT 10.83

FIRST AMENDMENT TO THE PRODUCTION SHARING CONTRACT FOR

BLOCK G, OFFSHORE REPUBLIC OF EQUATORIAL GUINEA



This First Amendment to the Production Sharing Contract for Block G, offshore

Republic of Equatorial Guinea (this "Amendment") is entered into in Malabo,

Republic of Equatorial Guinea, as of the 1st day of January, 2000 (the "First

Amendment Date"), between Triton Equatorial Guinea, Inc., a Cayman Islands

company ("Triton"), Energy Africa Equatorial Guinea Limited, an Isle of Man

company ("Energy Africa"), and the Republic of Equatorial Guinea (the "STATE")

represented by the Ministry of Mines and Energy (the "MINISTRY"). Triton and

Energy Africa are hereinafter collectively referred to as the "CONTRACTOR" and

the CONTRACTOR and the STATE are sometimes, depending on the context hereinafter

individually referred to as a "Party" and collectively as the "Parties."

WHEREAS, Triton and the STATE entered into the Production Sharing Contract

covering Block G, offshore Republic of Equatorial Guinea, on March 26, 1997,

effective as of April 14, 1997;

WHEREAS, the Ministry at the request of Triton by a letter dated 29 September,

1998 granted a twelve month (12) extension to the first subperiod of the Initial

Exploration Period in Section 4.3(a) of the Production Sharing Contract (with

said extension, the "Contract");

WHEREAS, with the approval of the STATE, Triton assigned a fifteen percent (15%)

interest in its rights and obligations in the Contract to Energy Africa as of

June 1, 1999, so that currently Triton holds an eighty-five percent (85%)

interest and Energy Africa holds a fifteen percent (15%) interest in the

Contract; and

WHEREAS, at the request of the STATE, the Parties agreed to modify the Contract

for the purposes of aligning certain terms thereof with the revenue allocation

mechanisms for Production Sharing Contracts recently adopted by the STATE as

reflected in a Memorandum of Understanding between the Parties dated December 7,

1999 ("MOU").

NOW THEREFORE, in consideration of the terms and conditions set forth herein,

the Parties hereby agree as follows:

ARTICLE 1

SCOPE

Except as modified herein, the terms of the Contract shall remain valid and in

full force and effect.

ARTICLE 2

DEFINITIONS

The terms and phrases defined in the Contract and used herein shall have the

same meaning as in the Contract unless the context herein otherwise provides.

Section 1.2 (Definitions) of the Contract is amended as follows:



Page 1 of 11

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2



2.1



Section 1.2(v) is deleted and replaced with the following: "Effective

Date means April 14, 1997."



2.2



Section 1.2(z) (definition of Royalty) of the Contract is deleted and

replaced with the following:

"Royalty means for each Field, the right of the State to a percentage

of the Crude Oil and Natural Gas produced, saved, sold and not

otherwise utilized in Petroleum Operations that is calculated based on

the daily production rate as reflected below:



<TABLE>

<CAPTION>

Rates of Daily

Production of Field



Royalty Per



-------------------



------------



Tranche

------(calculated on an incremental basis of

Crude Oil)

<S>

<C>

From 0 to 30,000 Barrels

Above 30,000 to 60,000 Barrels

Above 60,000 to 80,000 Barrels

Above 80,000 to 100,000 Barrels

More than 100,000 Barrels

</TABLE>

and ten percent (10%) of all the Natural Gas in each Field produced,

saved, sold and not otherwise utilized in Petroleum Operations."

2.3



The following definitions shall be added to Section 1.2 of the

Contract.

"(ah) First Amendment Date means January 1, 2000."

"(ai) LIBOR means the rate of interest known as the London Interbank

Offered Rate on one year U.S. dollar deposits as published by the

Financial Times (London). If the Financial Times does not publish the

said rate during seven (7) consecutive working days, the rate published

by the Wall Street Journal shall apply. If neither of these two rates

are published, the Parties will mutually agree upon the rate to apply."

ARTICLE 3

RECOVERY OF PETROLEUM OPERATING COSTS

AND SHARING OF PRODUCTION



3.1



Sections 7.2 through 7.4 of the Contract shall be deleted and replaced

with the following:

"7.2



After making Royalty payments to the STATE in accordance with

the provisions of Section 6.1(n) of this Contract, CONTRACTOR

shall be entitled to recover the totality of the Petroleum

Operations Expenditures relating to a Field out of seventy

percent (70%) of the remaining sales proceeds or other

distribution of Crude Oil produced and saved hereunder and not

used in Petroleum Operations from such Field.



11%

12%

14%

15%

16%



Page 2 of 11

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3

It is expressly understood that the Exploration Expenditures

incurred by CONTRACTOR during any Calendar Year not

attributable to a particular Field and included in the Work

Program and Budget of Expenditures approved by the MINISTRY

for said year shall be recoverable against the production from

any Field in the Contract Area with priority given to the last

discovered Field.

The Petroleum Operation Expenditures attributable to a

determined Field not recoverable by CONTRACTOR, because the

insufficiency of available Crude Oil in said Field, shall not

be transferable nor recoverable from another Field, but such

Expenditures shall be deductible from income for purposes of

calculating CONTRACTOR's Income Tax."



"7.3



After payment of the Royalty to the STATE and the portion

allocated to CONTRACTOR for the recovery of recoverable

Petroleum Operation Expenditures by the CONTRACTOR, the

remaining Crude Oil produced, saved and sold from a particular

Field and not used in Petroleum Operations shall be referred

to as "Net Crude Oil".



"7.4



The percentage of Net Crude Oil to which the STATE and

CONTRACTOR are entitled in a particular Field will be

triggered when the cumulative Crude Oil production produced,

saved and sold from such Field reaches the corresponding

tranche shown below:



<TABLE>

<CAPTION>

Cumulative Production



STATE Share of



CONTRACTOR Share of

Levels of Field



Net Crude Oil



Net Crude Oil

------------------------------------<S>

<C>



-------------<C>



From 0 to 200 MMBO



20%



Above 200 to 350 MMBO



30%



Above 350 to 450 MMBO



40%



Above 450 to 550 MMBO



50%



More than 550 MMBO



60%



80%

70%

60%

50%

40%"

</TABLE>

MMBO means one million Barrels of Crude Oil."

3.2



In the first sentence of Section 8.1(b) of the Contract delete "Except

for the Royalty,".



3.3



Article II, paragraph 2(h) of Annex "C" (Accounting Procedure) to the

Contract is hereby deleted and replaced with:



--



"(h) The full amount of interest on loans shall be considered

deductible non-capital expenditures for purposes of the Income Tax;

however, such interest, prior to the First Amendment Date, shall be

recoverable to a maximum of three percent (3%). As of the First

Amendment Date such interest shall be recoverable to a maximum of LIBOR

plus four (4%) percentage points."

Page 3 of 11

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3.4



4



A new paragraph 2(i) to Article II in Annex "C" (Accounting Procedure)

to the Contract will be added as follows:

"(i) Expenses of the MINISTRY personnel working on full-time basis in

CONTRACTOR's home office or other principal office or on temporary

assignment to such offices."



3.5



Article III, paragraph 3 of Annex "C" (Accounting Procedure) to the

Contract is amended as of the First Amendment Date by deleting the

first sentence and replacing it with the following:

"All interest on loans obtained by an entity comprising part of the

CONTRACTOR other than the STATE shall be considered deductible;

however, such interest will be recoverable only as permitted in Article

II.2(h) of this Annex "C"."

ARTICLE 4

PRODUCTION BONUSES



4.1



Sections 9.2 and 9.3 of the Contract shall be deleted and replaced with

the following:

"9.2



On the date of declaration of a Commercial Discovery with

respect to a Field, the CONTRACTOR shall pay the STATE the sum

of Seven Hundred Fifty Thousand United States Dollars (U.S.

$750,000). Such payment will not be cost recoverable."



"9.3



CONTRACTOR shall pay the STATE a one-time payment of Three

Million United States Dollars (U.S. $3,000,000) after daily

production from a Field averages for the first time thirty

thousand (30,000) Barrels per day for a period of sixty (60)

consecutive calendar days; CONTRACTOR shall make a further

one-time payment to the STATE of Three Million United States

Dollars (U.S. $3,000,000) after daily production from a Field

averages for the first time sixty thousand (60,000) Barrels

per day for a period of sixty (60) consecutive calendar days.

CONTRACTOR shall make an additional one-time payment to the

STATE of Four Million United States Dollars (U.S. $4,000,000)

after daily production from a Field averages for the first

time one hundred thousand (100,000) Barrels per day for a

period of sixty (60) consecutive calendar days.

All payments under this Section 9.3 shall be made within

thirty (30) calendar days following the last day of the

respective sixty (60) calendar day period and will be cost

recoverable."



Page 4 of 11

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5



ARTICLE 5

ASSIGNMENT AND TRANSFER OF INTEREST

Sections 6.1(e) and 6.1(f) of the Contract shall be deleted and replaced with

the following:

"(e)



have the right, with prior notification to the MINISTRY, to

sell, assign, transfer, convey or dispose of any part or all

of the rights and interests and obligations under this

Contract or in any Field in the Contract Area to any

Affiliated Company;"



"(f)



have the right to sell, assign, transfer, convey or dispose of

all or any part of its rights and interests and obligations

under this Contract or in any Field in the Contract Area to

parties other than Affiliated Companies with the prior consent

of the MINISTRY, which consent shall not be unreasonably

withheld, and shall be deemed granted if the MINISTRY does not

respond to such entity within sixty (60) calendar days of the

date of confirmed receipt by the Ministry of the request for

its consent.

The gain, taxable profit or appreciation realized from any

transfer, sale or assignment shall be taxed in accordance with

the tax legislation and regulations in effect in the Republic

of Equatorial Guinea on the Effective Date. However, when said

transfers, sales or assignments by Triton Equatorial Guinea,

Inc. or Energy Africa Equatorial Guinea Limited or their

respective Affiliated Companies, as the transferor, involve a

cash consideration, then the gain, taxable profit or

appreciation realized from such transfer, sale or assignment

shall be taxed at a rate of fifteen percent (15%) payable by

the transferor;"

ARTICLE 6

TAXATION



6.1



Section 6.1(m) of the Contract shall be deleted and replaced with the

following language:

"(m) pay to the STATE the corresponding income taxes in

accordance with the Tax Law subject to the terms of Sections

6.1(f), 6.2(a) and 16.3 of this Contract as it is amended;"



6.2



A new paragraph 3 shall be added to Section 16 as follows:

"16.3 The STATE guarantees the stability of this Contract's fiscal

terms during the term of the Contract. Nevertheless, in the event of a

change in the currently existing tax conditions as of the Effective

Date in Equatorial Guinea or the sub-region of Central African Economic

and Monetary Community ("CEMAC"), then the Parties shall at the written

request of one Party meet promptly to resolve any imbalance resulting

from such changes.



Page 5 of 11

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6



If the Parties are unable to reach a resolution within a period of six

(6) months from the date a Party first requests such resolution, the

arbitration and consultation provisions of Section XIII of this

Contract shall apply, whereby the arbitrators shall determine an



adjustment of the production share as determined under Section 7 of

this Contract to resolve the imbalance."

ARTICLE 7

OPERATIONS

7.1



Section 2.7 of the Contract shall be deleted and replaced with the

following language:

"2.7 This Contract will continue in existence with respect to each

Field for a period of thirty (30) years with respect to Crude Oil and

for forty (40) years with respect to Natural Gas starting from the date

the MINISTRY approves CONTRACTOR'S report or said report is considered

as approved, in accordance with the provisions of Section 2.6, and

CONTRACTOR receives approval from the MINISTRY.

In case of new Commercial Discoveries that underlie or

whole or in part, the area of an existing Field or any

thereof, such new Commercial Discoveries together with

subject to Section 2.6(a) of this Contract, constitute

subject to the following:



overlie, in

extension

such Field will,

only one Field



(a)



The redefinition of any area of development of a Field shall

always be subject to the submittal by CONTRACTOR to the

MINISTRY of pertinent relevant technical evidence that

warrants said redefinition, the approval of which shall not be

unreasonably denied by the MINISTRY.



(b)



In the case of any new Commercial Discovery which, at the time

of its being determined by the CONTRACTOR pursuant to Section

2.5 of this Contract to be a Commercial Discovery, underlies

or overlies, in whole or in part, the area of development of

an existing Field as it may by that time have been extended

pursuant to Section 2.6(a) of this Contract, shall be treated

as an integral part of such existing Field which will be

defined or redefined as may be necessary to incorporate all of

such new underlying and overlying Commercial Discoveries.



(c)



In the case of any new Commercial Discovery which, at the time

of its being determined by the Contractor pursuant to Section

2.5 of this Contract to be a Commercial Discovery, does not

underlie or overlie, in whole or in part, the area of

development of an existing Field as it may by that time have

been extended pursuant to Section 2.6(a) of this Contract,

such new Commercial Discovery shall constitute a separate

Field.



(d)



In the event of subsequent extensions to the area of any such

new Commercial Discovery as referred to in Section 2.7(c) as a

separate Field extending into an area overlying or underlying

an area of development of another Field, such subsequent

extensions shall not affect the new Commercial Discovery's

status as a separate Field.



Page 6 of 11

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7



The provisions of Section 2.6 shall apply mutatis mutandis to any such

new Commercial Discovery."

7.2



Section 4.7 of the Contract is hereby amended by inserting language at

the end of this Section as follows:



"The Parties recognize that the results acquired as Petroleum

Operations advance or that certain changes of circumstances may justify

changes to the Work Program and Budget of Petroleum Operations

Expenditures. Under such circumstances, CONTRACTOR will submit a

revision to the approved Work Program and Budget for that Calendar Year

to the MINISTRY for approval in accordance with the terms of Section

4.6 of this Contract. Such approval will not be unreasonably withheld.

Upon approval as provided in Section 4.6 of this Contract by the

MINISTRY of such revision to the relevant Work Program and Budget, the

expenditures made by CONTRACTOR in relation to such revised Budget will

be considered Petroleum Operation Expenditures. Notwithstanding the

foregoing, CONTRACTOR's expenditures up to ten percent (10%) above the

total of the approved Budget amount (as may be revised and approved

from time to time) for said Calendar Year will be recoverable Petroleum

Operations Expenditures. CONTRACTOR's expenditures that exceed ten

percent (10%) above total of the approved Budget (as revised and

approved) will not be recoverable or deductible from income for

purposes of calculating CONTRACTOR's Income Tax."

ARTICLE 8

RIGHTS AND OBLIGATIONS OF THE PARTIES; TRAINING

8.1



As of the First Amendment Date, Section 6.1(j) of the Contract shall be

deleted and replaced by the following:

"(j)



as of the First Amendment Date, include in the Annual Work

Program and Budget of Petroleum Operations Expenditures the

sum of Two Hundred Fifty Thousand United States Dollars (U.S.

$250,000) to be spent on (i) training personnel of the

MINISTRY and citizens of the Republic of Equatorial Guinea,

who are not personnel of CONTRACTOR at such time, for

professional, skilled and technical jobs in Petroleum

Operations or (ii) for all costs related to attendance at

professional or industry conferences, institutes or similar

events, whether regional or international, for the enhancement

of the knowledge or the skills of such persons or the

promotion of the oil and gas industry of the Republic of

Equatorial Guinea. In fulfillment of CONTRACTOR's obligation

under this Section 6.1(j), the CONTRACTOR will remit Sixty-Two

Thousand Five Hundred United States Dollars (U.S. $62,500) to

the MINISTRY at the beginning of each Calendar Quarter.

The MINISTRY agrees to be responsible for the implementation

and direct funding of the referenced training programs or

events. The sums paid by CONTRACTOR pursuant to this Section

6.1(j) will be included as cost recoverable Petroleum

Operations Expenditures.



Page 7 of 11

<PAGE>



8

CONTRACTOR shall make all reasonable efforts to employ and

train citizens of the Republic of Equatorial Guinea in

Petroleum Operations. CONTRACTOR may employ non-citizens, if

in the opinion of CONTRACTOR and not contested by the

MINISTRY, no Equatorial Guinean citizens can be found with

sufficient skill and technical qualifications. CONTRACTOR

shall make similar requirements of any subcontractor. At

intervals of not more than one year CONTRACTOR shall submit to

the MINISTRY reports detailing the personnel employed, the

position or function they perform and their residence when



employed. CONTRACTOR shall provide, as CONTRACTOR deems,

necessary, on-the-job training for citizens of the Republic of

Equatorial Guinea to undertake skilled and technical jobs in

the Petroleum Operations. Costs and expenses of training

citizens of Equatorial Guinea as well as costs and expenses

for a program of training for the MINISTRY's personnel, shall

be included in Petroleum Operation Expenditures."

8.2



Effective from the date that the Parties hereto execute this Amendment

as indicated below, a Section 6.5 will be added to the Contract as

follows:

"6.5



Page 8 of 11

<PAGE>



If, in connection with CONTRACTOR's performance of its

obligations under this Contract, or if circumstances emerged

regarding this Contract other than as provided in Section

6.1(j) of this Contract, any employee or official of the

STATE, including the MINISTRY's personnel, is required to

travel to any location outside the Republic of Equatorial

Guinea, and the STATE agrees, through the MINISTRY, to permit

such employee or official to travel for such purposes,

CONTRACTOR agrees, subject to the prior mutual agreement of

the Parties to such travel, to pay the following amounts to

the MINISTRY, on behalf of the STATE, for the travel expenses

related to the participation of such employees or officials:

(a)



the actual expenses incurred for travel to the

location outside of the Republic of Equatorial Guinea

and for travel to return to the Republic of

Equatorial Guinea and lodging of such employees or

officials at the foreign location, and



(b)



an amount equal to the following for each day such

employee or official is out of the Republic of

Equatorial Guinea in accordance with the request of

CONTRACTOR:

(i)



for a Minister or comparable or more senior

official of the government of the Republic

of Equatorial Guinea (the "Government"):

US$ 350.00;



(ii)



for a Secretary of State or comparable

official of the Government:

US$ 325.00;



(iii)



for a Director General, Secretary General,

Regional Delegate of the STATE or comparable

employee or official of the Government:

US$ 300.00;



(iv)



for a Department Chief of the MINISTRY or

comparable official of the Government:

US$ 250.00; or



(v)



for Engineers, Geo-scientists, Economists,

and Attorneys of the MINISTRY and all other

employees or comparable officials of the

Government:

US$ 200.00.



9



The amounts contemplated pursuant to this Section 6.5 shall be payable by

CONTRACTOR by check made out to the MINISTRY in the resulting total amount.

Notwithstanding the foregoing, with respect to the actual travel and lodging

expenses provided by Section 6.5(a), CONTRACTOR may choose to pay such amounts

directly to the provider of such services for travel and lodging. The sums paid

by CONTRACTOR pursuant to this Section 6.5 will be included as cost recoverable

Petroleum Operations Expenditures."

ARTICLE 9

NOTICES

The notice provision of Section 15.1 of the Contract is amended to substitute

the Triton information below for notice purposes and to add Energy Africa as a

PARTY under CONTRACTOR as follows:

"Triton Equatorial Guinea, Inc.

c/o Triton Energy

6688 North Central Expressway, Suite 1400

Dallas, Texas 75206 USA

Attention: Mr. Brian Maxted

Telecopy: 1-214 365-9011

Telephone: 1-214 696-7554"

5



"Energy Africa Equatorial Guinea Limited

Parliament Square

Castletown

Isle of Man IM9 1LA UK

Attention: Rupert Worsdale

Telecopy: 44-1624827301

Telephone: 44-1624827310"



Page 9 of 11

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10

ARTICLE 10

MISCELLANEOUS



10.1



Each of the Parties shall carry out all acts and measures as shall be

necessary to fully perform and carry out this Amendment.



10.2



This Amendment constitutes the entire agreement among the Parties and

may not be amended or modified except by a written document signed by

the Parties. In the event of any conflict between the provisions of

this Amendment and the Contract with respect to the subject matter

hereof, the provisions of this Amendment shall prevail.



10.3



This Amendment shall inure to the benefit of and be binding upon the

successors and assigns of the Parties.



10.4



This Amendment shall become effective as of the date it is signed by

the Parties and shall have the force of law with retroactive effect as

of 1 January 2000.



10.5



This Amendment is written and signed in six (6) copies, three (3) in

Spanish and three (3) in English that shall constitute a single

original. In the event of a conflict over the interpretation or

implementation of the contents of this Amendment, the Spanish text

shall prevail.



10.6



In the event of a dispute arising out of or related to the

interpretation or meaning of this Amendment, the Consultation and



Arbitration provisions of Section XIII of the Contract shall apply.

IN WITNESS WHEREOF, the Parties hereto execute this Amendment on the day and

year below indicated.

FOR THE REPUBLIC OF EQUATORIAL GUINEA

THE MINISTRY OF MINES AND ENERGY OF

THE REPUBLIC OF EQUATORIAL GUINEA

--------------------------------------Name:

-------------------------------Title:

-------------------------------Date:

-------------------------------Page 10 of 11

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11



CONTRACTOR:

TRITON EQUATORIAL GUINEA, INC.

--------------------------------------Name:

-------------------------------Title:

-------------------------------Date:

-------------------------------ENERGY AFRICA EQUATORIAL GUINEA LIMITED

--------------------------------------Name:

-------------------------------Title:

-------------------------------Date:

--------------------------------



Page 11 of 11

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