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EX-10.28

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u45517exv10w28.txt

AMENDMENT OF CLAUSE 9.3.1 DATED SEPT. 17 2002







Exhibit 10(28)



Ukrainian and English versions carry equal forces.

Ukrainian translation omitted.

Annex

AMENDMENT

OF CLAUSE 9.3.1 OF

AMENDMENTS OF AND ADDITIONS TO

THE AGREEMENT NO 01 OF MARCH 20, 1998

ON JOINT INVESTMENT PRODUCTION ACTIVITY

FOR DEVELOPMENT AND FURTHER EXPLORATION OF THE BUGRUVATIVSKE FIELD

WITHOUT CREATION OF A LEGAL ENTITY

City of Kyiv



September 17 2002



The Participants to the Agreement No 01 of March 20, 1998 on Joint Investment

Production Activity for development and further exploration of the Bugruvativske

Field without creation of a legal entity, namely:

the Open Joint Stock Company "Ukrnafta" (hereinafter referred to as

Ukrnafta or "Participant 1"), represented by its Chairman of the Board Mr. Petro

Mykolayovych Demchenko, authorized by the Charter, on the one part,

the Canadian Company "Lateral Vector Resources Inc." (hereinafter referred

to as "LVR" or "Participant 2"), represented by its President and Chief

Executive Officer Dr. David Robson, authorized by the Articles of Association,

on the other part, and

the Closed Joint Stock Company "IPEC" (hereinafter referred to as "IPEC"

or "Participant 3"), represented by its Interim Executive Chairman of the Board

Mr. Victor Stepanovych Chudnovets, authorized by the Nharter, on the third part

who hereinafter shall be referred to individually as "the Participant" and

collectively as "the Participants", have agreed that the following amendment be

incorporated into Clause 9.3.1 of the Amendments of and Additions to the

Agreement No 01 of March 20, 1998 on Joint Investment Production Activity for

development and further exploration of the Bugruvativske Field without creation

of a legal entity

The last sentence of the above mentioned Clause 9.3.1 shall have the following

wording: ((...In this case Participants 2 and 3 who took part in HRO shall be

paid from the Separate Balance Sheet of Joint Activity an amount two times

greater and Participant 1 an amount four times greater than the actual costs he

(they) incurred)).

JOINT STOCK COMPANY "UKRNAFTA"

Certificate ___________, ZKPU Code ___________

Taxpayer Index _____________________

3-5 Nestorivska by-street, Kyiv 04053, Ukraine

Telephone: 38-044-226-34-22

Fax: 38-044-212-59-22

LATERAL VECTOR RESOURCES INC.

C/O Cox Hanson O'Reilly Matheson

400 Phoenix Square

371 Queen Street

Fredricton

New Brunswick E3B 4Y4

Copy by fax to: Lateral Vector Resources Inc.

Guernsey Office Fax No +44 1481 729982

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CLOSED JOINT STOCK COMPANY "IPEC"

Certificate 37503783, ZKPU Code 30057276

Taxpayer Index 300572726103

32 Panfilovtsiv Street, Kyiv 01015, Ukraine

Telephone: 38-044-490-12-09

Fax: 38-044-490-12-94

Settlement account 26000000520000

at Bank Credit Lyonnais Ukraine

MFO 300379



FOR AND ON BEHALF OF OJSC (( UKRNAFTA ))

/s/P.M.Demchenko_______________________

D.M. Demchenko

Chairman of the Board



FOR AND ON BEHALF OF((LATERAL VECTOR RESOURCES INC.))

/s/Dr David Robson_________________________

Dr. David Robson

President and Chief Executive Officer

FOR AND ON BEHALF OF CJSC ((IPEC))

/s/V.S.Chudnovets_________________________

V.S. Chudnovets

Chairman of the Board

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