PRODUCTION PAYMENT

EXHIBIT 10.19

CONVEYANCE OF PRODUCTION PAYMENT

FROM

WESTERN ATLAS AFRIQUE, LTD.

TO

WESTERN ATLAS INTERNATIONAL, INC.

Dated December 29, 2000

CONVEYANCE OF PRODUCTION PAYMENT

This Conveyance of Production Payment (this "Conveyance"), from Western
Atlas Afrique, Ltd., a Bermuda company ("Grantor"), to Western Atlas
International, Inc., a Delaware corporation ("Grantee"), is executed this 29th
day of December, 2000 but effective for all purposes as of 11:59 p.m. on
December 31, 2000 (the "Effective Date").

RECITALS

A. Grantee and VAALCO Gabon (Etame) Inc. ("VAALCO") have entered into a
Stock Purchase Agreement (the "Agreement") dated December, 2000 for the sale by
Grantee to VAALCO of all of the issued and outstanding shares of Grantor and a
side letter of even date therewith regarding the consideration for such sale
(the "Side Letter").

B. Under the terms of the Agreement and Side Letter, Grantor is permitted
to transfer the Production Payment (as defined below) to Grantee prior to the
sale of Grantor to VAALCO.

C. Grantor desires to convey, and Grantee desires to acquire, the
Production Payment on the terms set forth in this conveyance.

NOW, THEREFORE, for good and valuable consideration, the Parties agree as
follows:

ARTICLE 1

DEFINITIONS

"Affiliate" means, with respect to any Person, a Person that directly or
indirectly controls, is controlled by or is under common control with such
Person, with control in such context meaning the ability to direct the
management or policies of a Person through ownership of voting shares or other
securities, pursuant to a written agreement, or otherwise.

"Business Day" means any day other than a Saturday, a Sunday or a day on
which banks are closed for business in Houston, Texas, United States of America.

"Contract" means the Exploration and Production Sharing Contract between
the Republic of Gabon and VAALCO Gabon (Etame), Inc., dated July 7, 1995, as
amended or supplemented from time to time, and any extension, renewal or
replacement thereof entered into within one year following termination of the
original Contract or the then-existing extension, renewal or replacement (with
"replacement" including any alternate legal arrangement entered into between the
government of the Republic of Gabon or its agencies and the Contractor with
respect to the development and production of Hydrocarbons from all or any
portion of the "Delimited Area" (as defined in the Contract)).

"Contractor" shall have the meaning given to that term under the Contract.

"Deductible Expenses" means all costs incurred by Grantor for the
processing, gathering, compression, treatment, refining, transportation, storage
and marketing of Hydrocarbons downstream from the point where title transfers to
the Contractor under Article 36 of the

Contract (or any succession provision), provided that (i) no charge shall be
made for the cost of constructing and/or financing, or other capital costs of,
pipelines, terminals, refineries, processing plants, tankers or other facilities
downstream from such point of title transfer, owned in whole or in part
(directly or indirectly) by Grantor or its Affiliates, except through operating
charges for the use of such facilities allowed under clause (iii), (ii) no
charge shall be made for penalties incurred as a result of imbalances in the
delivery of Hydrocarbon production or a failure to deliver Hydrocarbon
production, demurrage payments incurred for detaining vessels in excess of
allowed laytime, or any liability, loss, cost or expense incurred as a
consequence of a violation of any law or breach of any contract by Grantor or
its Affiliates or arising from Grantor's or its Affiliates' gross negligence or
willful misconduct, (iii) operating charges, including without limitation
transportation and processing charges, payable (directly or indirectly) to
Grantor or any of its Affiliates for the use of facilities may only be included
in Deductible Expenses to the extent they do not exceed (A) prevailing charges
for similar services provided by non-Affiliates on an arm's-length basis in the
general area where the services are provided, or (B) if there are no such
prevailing charges, then a monthly charge calculated by adding (x) that portion
of the total capital cost of the applicable facilities that the capacity used by
the Hydrocarbons bears to the total capacity of the facilities, divided by 120
months, plus (y) that portion of the monthly cost of maintaining and operating
the facilities that the capacity used by such Hydrocarbons bears to the total
capacity of the facilities and (iv) no charge shall be made for Subject Taxes.

"Grantor's Hydrocarbons" means Hydrocarbons to which Grantor is entitled
under the Contract with respect to the Subject Interests, provided that
Grantor's Hydrocarbons shall not include (i) any Hydrocarbons to which Grantor
is not entitled under the terms of an applicable operating agreement or other
document as a consequence of Grantor's election not to participate in any
nonconsent or sole risk operation, provided that Grantor's election not to
participate has been made in good faith and as a prudent operator and that no
participating party in such operation is an Affiliate of Grantor and (ii) any
Hydrocarbons not included within Net Production (as defined in the Contract).

"Gross Proceeds" means, with respect to any Hydrocarbon production sold or
otherwise disposed of:

(i) In the case of cash sales to non-Affiliates in arm's-length
transactions, the actual proceeds received from the sale of such Hydrocarbons,
less Deductible Expenses; and

(ii) In the case of sales to an Affiliate or other non-arm's-length
transactions, or exchanges or other sales for consideration other than cash, the
Market Value of such Hydrocarbons,

provided that (A) Gross Proceeds shall include any demand charge or similar
payment by a purchaser of such Hydrocarbons to secure the right to purchase and
receive deliveries of such Hydrocarbons, (B) Gross Proceeds shall include
proceeds received for the advance sale of any such Hydrocarbons at the time
received, and (C) Gross Proceeds shall include any interest, penalties and other
amounts collected from any purchaser of such Hydrocarbons as a consequence of
such purchaser's late payment or failure to pay, and provided further that if
Hydrocarbons produced under the Contract are blended prior to sale with
Hydrocarbons of

different quality from outside the Delimited Area (as defined in the Contract)
in which neither Grantor nor its Affiliates hold an interest, the "Gross
Proceeds" for the Hydrocarbons that have been blended shall be adjusted by any
adjustment to which Grantor is entitled with respect to those differences in
quality, but if Hydrocarbons produced under the Contract are blended prior to
sale with Hydrocarbons of different quality from outside the Delimited Area in
which Grantor or its Affiliates hold an interest, the Gross Proceeds for the
Hydrocarbons that have been blended shall be their Market Value.

"Hydrocarbons" shall have the meaning given to that term under the
Contract.

"Market Value" of a quantity of Hydrocarbons means, (i) if there were arm's
length cash sales to non-Affiliates of any of the Grantor's or its Affiliates'
share of Hydrocarbons of similar type and quality under the Contract in the
month proceeding the month of the sale, the product of the quantity of
Hydrocarbons and the average cash price actually received by Grantor or any such
Affiliate in an arm's-length sale of Hydrocarbons of similar type and quality
under the Contract to a non-Affiliate during the month preceding the month of
sale, less Deductible Expenses, or, (ii) if there were no such sales, then (A)
in the case of Crude Petroleum (as defined in the Contract), the product of the
quantity of Crude Petroleum and the average spot price for West Texas
Intermediate crude oil for the month preceding the month of sale, as published
in Platt's Oilgram Price Report, minus U.S. $1.50 or (B) in the case of Natural
Gas (as defined in the Contract), the product of the quantity of Natural Gas and
the average spot price for West Texas Intermediate crude oil for the month
preceding the month of sale, as published in Platt's Oilgram Price Report, minus
U.S. $1.50, converted to a per mcf price based on the conversion ratio
established in Article 30.1 of the Contract. If the spot price of West Texas
Intermediate crude oil is not published in Platt's Oilgram Price Report for the
month preceding the month of sale, then the parties shall in good faith
negotiate a mutually satisfactory alternate spot price and adjustment for use in
this definition.

"Party" means Grantor, Grantee or either of their respective successors and
assigns permitted under the terms of Section 8.1.

"Person" means any individual, corporation, partnership, limited liability
company, trust, estate, governmental authority, or any other entity.

"Production Payment" shall have the meaning given to such term in Section
2.1.

"Production Payment Percentage" means, with respect to each type and grade
of Grantor's Hydrocarbons, an undivided percentage equal to the product of (i)
0.15 and (ii) the percentage of Grantor's Hydrocarbons of such type and grade
which consist of Profit Hydrocarbons.

"Profit Hydrocarbons" means that share of the Remaining Production (as
defined in the Contract) to which the Contractor is entitled under Article 25 of
the Contract.

"Subject Interest" means each and every kind and character of right, title
and interest which Grantor has in the Contract, subject to reduction pursuant to
the participation rights of the Republic of Gabon or its transferee under the
terms of the Contract.

"Subject Taxes" means all taxes, including income tax, surtax, remittance
tax, presumptive tax, net worth tax, special contribution, production tax,
pipeline transportation tax, value added tax, withholding tax, gross receipts
tax, windfall profits tax, profit tax, severance tax, personal property tax,
real property tax, sales tax, service tax, transfer tax, use tax, excise tax,
premium tax, customs duties, stamp tax, motor vehicle tax, entertainment tax,
insurance tax, capital stock tax, franchise tax, occupation tax, payroll tax,
employment tax, social security, unemployment tax, disability tax, alternative
or add-on minimum tax, estimated tax, and any other assessments, duties, fees,
levies or other charges imposed by the Government of the Republic of Gabon or
any agency or political subdivision thereof or therein, together with any
interest, fine or penalty thereon, or additions thereto, but excluding royalty
Hydrocarbons and any other share of Hydrocarbons to which the Government of the
Republic of Gabon is entitled under the terms of the Contract.

ARTICLE 2

PRODUCTION PAYMENT

Section 2.1 Conveyance. For valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor hereby agrees and promises
to pay to the order of Grantee an amount equal to the Production Payment
Percentage of the Gross Proceeds from each sale or other disposition of each
type and grade of Grantor's Hydrocarbons produced and saved on or after the
Effective Date, until Grantee shall have realized from such Gross Proceeds Ten
Million U.S. Dollars (U.S. $10,000,000) (such obligation being referred to
herein as the "Production Payment"). The Production Payment shall not accrue
interest except as provided in Section 2.5. Annex I to this Conveyance sets
forth an example of the method of calculation of the Production Payment.

TO HAVE AND TO HOLD the Production Payment unto Grantee, its successors and
assigns, forever.

This Production Payment is issued on the date of execution of this
Conveyance as a dividend to Grantee, the sole shareholder of Grantor.

Section 2.2 Not An Interest in the Contract. The Production Payment is
not an interest in the Contract or the Hydrocarbons produced thereunder, and
Grantee shall have no rights under or with respect to the Contract or such
Hydrocarbons.

Section 2.3 Nonliability. In no event shall Grantee ever be liable or
responsible in any way for payment of any costs, expenses or liabilities
attributable to the Subject Interest or any part thereof or otherwise incurred
in connection with the Contract or the exploration for, appraisal, development,
production, processing, refining, transportation or marketing of Hydrocarbons
produced thereunder.

Section 2.4 Nonrecourse. Grantee shall look solely to the sums generated
as the Production Payment Percentage of Gross Proceeds from the sale of
Grantor's Hydrocarbons for discharge of the Production Payment and, except in
the event of Grantor's failure to pay the applicable percentage of such sums to
Grantee in the manner provided in this Conveyance or in

the event of some other default hereunder, Grantor shall not be personally
liable for such discharge. In the event that the Contract terminates without
having generated sufficient Gross Proceeds applicable to the Production Payment
under Section 2.1 to satisfy the Production Payment, Grantor shall have no
liability for the deficiency.

Section 2.5 Payment. Grantor shall make payments of the amounts
attributable to the Production Payment under Section 2.1 within five (5)
Business Days after Grantor or any of its Affiliates have received Gross
Proceeds from the disposition of Grantor's Hydrocarbons. All such amounts shall
be paid by wire transfer of immediately available funds in U.S. dollars to the
bank and account designated by Grantee from time to time, provided that any such
designation or change in designation shall only take effect ten (10) Business
Days after notice to Grantor of such designation or change in designation. Any
amounts owing by Grantor under this Conveyance and not paid when due shall bear
interest from the date due until the date paid at the lesser of (a) eighteen
percent (18%) per annum or (b) the maximum rate of interest permitted by
applicable law.

Section 2.6 Subject Taxes. The Production Payment shall be free of (and
without deduction therefrom of) any Subject Taxes, and Grantor shall indemnify
and hold Grantee harmless from and against any liability, loss, cost or expense
with respect to any claim, demand or assessment of Subject Taxes against or with
respect to the granting of the Production Payment, sums paid to Grantee pursuant
to the Production Payment, or any other amounts payable to Grantee under
Sections 2.5 or 2.6. Grantor shall provide Grantee with copies of official
receipts for all Subject Taxes paid by Grantor pursuant to this Section 2.6 as
promptly as practicable after such Subject Taxes are paid.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Grantor.

(a) Existence and Qualification. Grantor is a company duly
organized and validly existing under the laws of Bermuda and is duly qualified
to do business as a foreign company in each jurisdiction in which it is required
to qualify in order to conduct its business.

(b) Power. Grantor has the corporate power to enter into and
perform this Conveyance and to consummate the transactions contemplated by this
Conveyance.

(c) Authorization and Enforceability. The execution, delivery
and performance of this Conveyance, and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by all necessary
corporate action on the part of Grantor. This Conveyance has been duly executed
and delivered by Grantor and this Conveyance constitutes the valid and binding
obligations of Grantor, enforceable in accordance with its terms except as such
enforceability may be limited by applicable bankruptcy or other similar laws
affecting the rights and remedies of creditors generally as well as by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

(d) No Conflicts. The execution, delivery and performance of
this Conveyance by Grantor, and the consummation of the transactions
contemplated by this Conveyance, shall not (i) violate any provision of the
memorandum and articles of association or equivalent governing instruments of
Grantor, (ii) result in default (with due notice or lapse of time or both) or
the creation of any lien or encumbrance or give rise to any right of
termination, cancellation or acceleration under any material note, bond,
mortgage, indenture, license or agreement to which Grantor is a party or by
which it is bound, (iii) violate any judgment, order, ruling, or decree
applicable to Grantor as a party in interest or (iv) violate any laws applicable
to Grantor, or any of its assets, except any matters described in clauses (ii),
(iii), or (iv) above which would not, individually or in the aggregate, have a
material adverse effect.

(e) Contract. The Contract is in full force and effect and
neither Grantor nor, to the knowledge of Grantor, any other person is in default
thereunder, except such defaults as would not, individually or in the aggregate,
have a material adverse effect. Grantor owns a 65.000% undivided interest in the
"Contractor's" rights to the Contract free and clear of any liens, mortgages,
security interests, charges, pledges or other encumbrances or ownership rights
of third Persons of any kind or character except (a) rights of governmental
authorities in the Republic of Gabon and their assignees under the terms of the
Contract or applicable law, and (b) preferential rights, similar rights and
rights to consent, if any, held by third Persons under the operating agreement
or other agreements applicable to the Contract.

(f) Advance Sale of Production. Grantor is not obligated by
virtue of a take or pay payment, advance payment or other similar payment (other
than royalties, overriding royalties and similar arrangements established in the
Contract or described in Section 3.1(e) above), to deliver Hydrocarbons, or
proceeds from the sale thereof, attributable to the Subject Interest at some
future time without receiving payment therefor at or after the time of delivery.

Section 3.2 Grantee.

(a) Existence and Qualification. Grantee is a company duly
organized and validly existing under the laws of Delaware and is duly qualified
to do business as a foreign company in each jurisdiction in which it is required
to qualify in order to conduct its business.

(b) Power. Grantee has the corporate power to enter into and
perform this Conveyance and to consummate the transactions contemplated by this
Conveyance.

(c) Authorization and Enforceability. The execution, delivery
and performance of this Conveyance, and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by all necessary
corporate action on the part of Grantee. This Conveyance has been duly executed
and delivered by Grantee and this Conveyance constitutes the valid and binding
obligations of Grantee, enforceable in accordance with its terms except as such
enforceability may be limited by applicable bankruptcy or other similar laws
affecting the rights and remedies of creditors generally as well as by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

(d) No Conflicts. The execution, delivery and performance of
this Conveyance by Grantee, and the consummation of the transactions
contemplated by this Conveyance, shall not (i) violate any provision of the
certificate of incorporation or bylaws of Grantee, (ii) result in default (with
due notice or lapse of time or both) or the creation of any lien or encumbrance
or give rise to any right of termination, cancellation or acceleration under any
material note, bond, mortgage, indenture, license or agreement to which Grantee
is a party or by which it is bound, (iii) violate any judgment, order, ruling,
or decree applicable to Grantee as a party in interest or (iv) violate any laws
applicable to Grantee, or any of its assets, except any matters described in
clauses (ii), (iii), or (iv) above which would not, individually or in the
aggregate, have a material adverse effect.


ARTICLE 4

PRODUCTION AND MARKETING OF GRANTOR'S HYDROCARBONS

Section 4.1 Production. Subject to the requirements of the Contract,
governmental authorities and applicable law, and to good engineering practices
and maintenance requirements, Grantor shall use its reasonable endeavors to
maximize production on each day throughout the term of the Production Payment
from each well capable of producing Hydrocarbons in commercial quantities
attributable to the Subject Interest.

Section 4.2 Marketing. Grantor shall market or cause to be marketed all
commercial quantities of Grantor's Hydrocarbons produced and saved. Grantor may
enter into one or more sales contracts; except in the case of sales to
Affiliates, such contracts shall be at the best prices and on the best terms
Grantor shall in good faith deem reasonably obtainable in the circumstances.

Section 4.3 Performance of Sales Contracts. Grantor shall duly perform
all material obligations binding on it under all sales contracts for the sale of
Grantor's Hydrocarbons in accordance with the terms thereof and shall take all
appropriate measures to enforce the performance of the obligations of the
purchaser under each of such sales contracts.

Section 4.4 Protection to Purchasers. No Person purchasing or taking
Grantor's Hydrocarbons shall be under any obligation to inquire as to or to see
to the application by Grantor of the proceeds received by it from any such sale.


ARTICLE 5

OPERATION OF SUBJECT INTERESTS

Section 5.1 Prudent Operator Standard. Grantor shall conduct, or cause
to be conducted, the development, maintenance and operation of the Subject
Interest with reasonable and prudent business judgment and in accordance with
sound oil and gas field practices and the terms of applicable laws and contracts
and will drill such wells as a reasonably prudent operator would drill from time
to time in order to develop the Subject Interest.

Section 5.2 Exclusive Operations. Nothing contained in this Agreement
shall be deemed to prevent or restrict Grantor from electing not to participate
in any operation that is to be conducted under the terms of any operating
agreement, unit operating agreement, contract for development or similar
instrument affecting or pertaining to the Subject Interest (or any portion
thereof) and allowing consenting parties to conduct non-consent operations
thereon if such election is made by Grantor in good faith and in conformity with
sound field practices. If Grantor elects not to participate in a proposed
operation, then the Production Payment shall only apply to such residual or
contingent interests as are retained by Grantor. Notwithstanding the foregoing,
Grantor shall elect to participate in all operations under the Contract in which
any Affiliate of Grantor elects to participate.

Section 5.3 Abandonment of Properties. Nothing contained in this
Agreement shall obligate Grantor to operate or continue to operate (or cause to
be operated or continued) any well when, in the reasonable judgment of Grantor,
exercised in good faith, such well has ceased to produce or is not capable of
producing Hydrocarbons in commercial quantities. Similarly, nothing contained in
this Agreement shall obligate Grantor to maintain the Contract in effect (or
cause the Contract to be maintained in effect) when, in the reasonable judgment
of Grantor, exercised in good faith, the Contract is unlikely to generate future
Hydrocarbon production to which the Contractor is entitled under the Contract
with a value in excess of the future costs of exploring for, appraising,
developing, producing, processing, refining, transportation and marketing such
Hydrocarbons which the Contractor would be obligated to pay.

Section 5.4 Withdrawal. Nothing contained in this Agreement shall be
deemed to prevent or restrict Grantor from withdrawing from the Contract,
provided that Grantor has determined in good faith that the Contract is unlikely
to generate future Hydrocarbon production to which Grantor is entitled under the
Contract and related agreements (without considering the Production Payment)
with a value in excess of the future costs of exploring for, appraising,
developing, producing, processing, refining, transportation and marketing such
Hydrocarbons which Grantor would be obligated to pay, and that any Affiliates of
Grantor holding interests in the Contract withdraw at the same time.


ARTICLE 6

POOLING AND UNITIZATION

Grantor shall have the right and power to pool or unitize any of the
Subject Interest and to alter, change, amend or terminate any pooling or
unitization agreements, as to all or any part of the Delimited Area (as defined
in the Contract), and as to any one or more of the formations or horizons
thereunder, upon such terms and provisions as Grantor shall in its sole
discretion determine. If and whenever through the exercise of such right and
power, or pursuant to any law or any rule, regulation or order of any
governmental body or official, any portion of the Subject Interest is pooled or
unitized in any manner, the Production Payment, insofar as it affects such
Subject Interest, shall apply to and affect only the Grantor's Hydrocarbons that
accrue to such Subject Interest under and by virtue of the pooling and
unitization.

ARTICLE 7

RECORDS AND STATEMENTS

Section 7.1 Books and Records. Grantor shall at all times maintain true
and correct books and records, in accordance with generally accepted accounting
principles, sufficient to enable Grantee or its representatives to verify the
correctness of amounts paid and payable to Grantee as the owner of the
Production Payment. Such books and records, and copies of all agreements for the
processing, refining, transportation, marketing or disposition of Grantor's
Hydrocarbons, shall be open for inspection, no more than once a year, by Grantee
or its representatives at Grantor's office during normal business hours, and
Grantor shall furnish copies of any such books, records, or agreements as
requested by Grantee at Grantee's expense.

Section 7.2 Statements. From the date hereof until the termination of the
Production Payment, Grantor, at Grantor's own expense, shall furnish to Grantee
the following:

(a) Annually, prior to March 1 of each calendar year, a statement
setting forth for the preceding year a summary of the information reported under
paragraph (b) below and containing any other information reasonably required for
Grantee to complete its federal, state and local tax returns;

(b) Monthly, on or before 60 days after the end of each month, a
statement setting forth for that month (i) the gross production of Hydrocarbons
from each field under the Contract, (ii) the royalty production payable to the
Government of the Republic of Gabon under Article 26 of the Contract, (iii) the
Hydrocarbons allocated to the Contractor for recovery of Petroleum Costs under
Article 24 of the Contract, (iv) the Remaining Hydrocarbon Production (as
defined in the Contract) and the quantity allocated to the Contractor as Profit
Hydrocarbons, (v) Grantor's Hydrocarbons, (vi) volumes of Hydrocarbons disposed
of by or on behalf of Grantor, separated by individual sale or disposition, the
identity of each purchaser and the consideration received for each such sale or
disposition, (vii) inventories of Hydrocarbons attributable to Grantor at
month's end, (viii) any Subject Taxes paid by or on behalf of Grantor on
Hydrocarbon production or the proceeds of such production, and (ix) the
calculation of amounts paid with respect to the Production Payment;

(c) upon receipt, copies of any third party reserve reports or
reserve estimates and/or production forecasts received or prepared with respect
to Hydrocarbons subject to the Contract;

(d) upon request, copies of geological, geophysical, engineering
and well data and maps relating to the Delimited Area under the Contract, or
areas unitized with the Delimited Area, subject to any limitations on disclosure
of data contained in arm's-length third Person licenses for such data; and

(e) upon request, any additional information concerning the
Production Payment and/or operations under the Contract as Grantee may
reasonably request and to which Grantor has access.

Section 7.3 Confidentiality. Grantee agrees that information obtained
under Sections 7.1 and 7.2 shall be kept confidential and not disclosed to any
person or entity other than Grantor and its Affiliates, subject to such
exceptions and restrictions as are provided in Article 15.1 of the Joint
Operating Agreement dated April 4, 1997 governing operations under the Contract.


ARTICLE 8

ASSIGNMENT

Section 8.1 Assignment by Grantor. Grantor shall have the right to sell
or otherwise dispose of all or any portion of the Subject Interest subject to
the Production Payment and the terms and provisions of this Conveyance. No
transfer of any portion of the Subject Interest shall be valid or enforceable
unless and until the transferee agrees in writing for the benefit of Grantee to
assume and pay, perform and discharge the Production Payment and Grantor's other
obligations hereunder with respect to that portion of the Subject Interest that
is transferred. Unless and until approved by Grantee (which approval shall not
be unreasonably withheld), no such transfer shall relieve Grantor of its
obligation to insure payment of the Production Payment and performance of such
other obligations in accordance with the terms of this Conveyance. Grantee
hereby approves transfer of an undivided 12.5/65ths portion of the Subject
Interests to VAALCO Gabon (Etame), Inc., and an undivided 32.5/65ths portion of
the Subject Interests to VAALCO Energy (Gabon), Inc. (which 32.5/65ths portion
of the Subject Interests shall be assigned to PanAfrican Energy Corporation,
Ltd.). Grantee agrees to look solely to such assignees, severally and not
jointly, pro rata to their interest in the Subject Interest, for payments of the
Production Payment and performance of Grantor's other obligations hereunder with
respect to the interests so assigned.

Section 8.2 Separate Computation. If Grantor sells or otherwise disposes
of some, but not all, of its Subject Interest, then effective as of the date of
such sale or other disposition, in computing the Production Payment, Grantor's
Hydrocarbons, Gross Proceeds and Deductible Expenses shall be computed
separately for each separately owned portion of the Subject Interest.

Section 8.3 Assignment by Grantee. Grantee shall have the right to sell
or otherwise dispose of all or any portion of the Production Payment, but no
such sale or disposition shall affect the method of computing Grantor's
Hydrocarbons, Gross Proceeds or Deductible Expenses.

Section 8.4 Change in Ownership. No change of ownership or right to
receive payment of the Production Payment, or of any part thereof, however
accomplished, shall be binding upon Grantor until notice thereof shall have been
furnished by the Person claiming the benefit thereof, and then only with respect
to payments thereafter made. Notice of sale or assignment shall consist of a
copy of the instrument accomplishing the same; notice of change of ownership or
right to receive payment accomplished in any other manner (for example, by
reason of incapacity, death or dissolution) shall consist of certified copies of
public documents and completed proceedings legally binding and conclusive of the
rights of all parties. Until such notice shall have been furnished Grantor as
above provided, the payment or tender of all sums payable in respect of the
Production Payment may be made in the manner provided herein precisely as if no
such change in interest ownership or right to receive payment had occurred.

The notice specified in this Section 8.4 shall be exclusive, and no other kind
of notice, whether actual or constructive, shall be binding on Grantor.

Section 8.5 Rights of Secured Party. If Grantee shall at any time
execute a security agreement or pledge covering all or part of the Production
Payment, the secured party therein named or the holder of any obligation secured
thereby shall be entitled, to the extent such security agreement or pledge so
provides, to exercise all the rights, remedies, powers and privileges conferred
upon Grantee by the terms of this Conveyance and to give or withhold all
consents required to be given hereunder by Grantee, but the provisions of this
Section 8.5 shall in no way be deemed or construed to impose upon Grantor any
obligation or liability undertaken by Grantee under such security agreement or
pledge or under the obligation secured thereby.


ARTICLE 9

MISCELLANEOUS

Section 9.1 Counterparts. This Conveyance may be executed in
counterparts, each of which shall be deemed an original instrument, but all such
counterparts together shall constitute but one agreement.

Section 9.2 Notices. All notices that are required or may be given
pursuant to this Conveyance shall be sufficient in all respects if given in
writing, in English and delivered personally, by telecopy or by recognized
courier service, as follows:

If to Grantor: President
Western Atlas Afrique, Ltd.
c/o Baker Hughes E&P Solutions
10111 Richmond Avenue
Houston, Texas 77042
USA
Telephone: 713-972-6850
Telecopy: 713-972-6719

If to Grantee: Deputy General Counsel
Baker Hughes, Inc.
3900 Essex Lane, Suite 1200
Houston, Texas 77027
USA
Telephone: 713-439-8600
Telecopy: 713-439-8472

with a copy to: Assistant Secretary
Baker Hughes, Inc.
3900 Essex Lane, Suite 1200
Houston, Texas 77027
USA
Telephone: 713-439-8600
Telecopy: 713-439-8472

Either Party may change its address for notice by notice to the other in
the manner set forth above. All notices shall be deemed to have been duly given
at the time of receipt by the Party to which such notice is addressed.

Section 9.3 Costs of Enforcement. The prevailing Party in any action to
enforce this Conveyance shall be entitled to all costs of enforcement or
attempted enforcement, including without limitation court costs, arbitrators'
fees and reasonable attorneys' fees.

Section 9.4 Certain Waivers. Grantor waives presentment for payment,
grace, protest and demand, notice of nonpayment, notice of demand, dishonor,
nonpayment, default or acceleration, notice of intent to accelerate and all
other notices (except as expressly provided for in this Conveyance), and
diligence in the filing of suit and in collecting the Production Payment.

Section 9.5 Governing Law. This Conveyance and the legal relations
between the Parties shall be governed by and construed in accordance with the
laws of the State of Texas, United States of America without regard to
principles of conflicts of laws that would direct the application of the laws of
another jurisdiction.

Section 9.6 Arbitration. It is agreed, as a severable and independent
arbitration agreement separately enforceable from the remainder of this
Conveyance, that any dispute, controversy or claim arising out of or in relation
to or in connection with this Conveyance, including, without limitation, any
dispute as to the construction, validity, interpretation, enforceability, or
breach of this Conveyance, shall be exclusively and finally settled by
arbitration in accordance with this Section 9.6. Either Party may submit such a
dispute, controversy, or claim to arbitration by notice to the other Party and
the administrator for the American Arbitration Association ("AAA"). The
arbitration proceedings shall be conducted in Houston, Texas, United States of
America in accordance with the International Arbitration Rules of the American
Arbitration Association as in effect on the date hereof. The arbitration shall
be heard and determined by three (3) arbitrators. Each Party shall appoint an
arbitrator of its choice within twenty (20) days of the submission of the notice
of arbitration. The Party appointed arbitrators shall in turn appoint a
presiding arbitrator for the tribunal within twenty (20) days following the
appointment of the second Party appointed arbitrator. If the Party appointed
arbitrators cannot reach agreement on a presiding arbitrator for the tribunal
and/or one Party fails to appoint its Party appointed arbitrator within the
applicable period, the AAA shall act as appointing authority to appoint an
independent arbitrator with at least ten (10) years experience in the legal
and/or commercial aspects of the petroleum industry. None of the arbitrators
shall have been an employee of or consultant to either Party to this Conveyance
or any of its Affiliates within the five (5) year period preceding the
arbitration, or have any financial interest in the dispute, controversy, or
claim. All decisions of the arbitral tribunal shall be by majority vote.

The arbitration shall be conducted in the English language. The arbitrators may
not award special or punitive damages. Each Party shall pay its own expenses in
connection with the arbitration, but the compensation and expenses of the
arbitrators shall be borne in such manner as may be specified in the arbitral
award. Privileges protecting attorney-client communications and attorney work
product from compelled disclosure or use in evidence, as recognized by the
courts of the State of Texas, United States of America, shall apply to and be
binding in any arbitration proceeding conducted under this Section 9.6.

Section 9.7 Earnings Limitation. Grantor agrees that it shall not earn
any income or profits from the date of this Conveyance through the end of
calendar year 2000.

Section 9.8 Captions. The captions in this Conveyance are for
convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Conveyance.

Section 9.9 Waivers. Any failure by any Party to comply with any of its
obligations, agreements or conditions herein contained may be waived by the
Party to whom such compliance is owed by an instrument signed by the Party to
whom compliance is owed and expressly identified as a waiver, but not in any
other manner. No waiver of, or consent to a change in, any of the provisions of
this Conveyance shall be deemed or shall constitute a waiver of, or consent to a
change in, other provisions hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver unless otherwise expressly provided.

Section 9.10 Successors and Assigns. Subject to the limitations set
forth in Article 8, this Conveyance shall be binding upon and inure to the
benefit of the Parties hereto and their respective successors and assigns.

Section 9.11 Entire Agreement. This Conveyance and the Annex attached
hereto constitute the entire agreement between the Parties pertaining to the
subject matter hereof, and supersede all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties pertaining
to the subject matter hereof.

Section 9.12 Amendment. This Conveyance may be amended or modified only
by an agreement in writing signed by both Parties and expressly identified as an
amendment or modification.

Section 9.13 No Third-Person Beneficiaries. Nothing in this Conveyance
shall entitle any Person other than Grantor, Grantee and their respective
permitted successors and assigns to any claim, cause of action, remedy or right
of any kind.

Section 9.14 References.

In this Conveyance:

(a) References to any gender includes a reference to all other
genders;

(b) References to the singular includes the plural, and vice
versa;

(c) Reference to any Article or Section means an Article or
Section of this Conveyance;

(d) Reference to any Annex means an Annex to this Conveyance,
all of which are incorporated into and made a part of this Conveyance;

(e) Unless expressly provided to the contrary, "hereunder",
"hereof", "herein" and words of similar import are references to this Conveyance
as a whole and not any particular Section or other provision of this Conveyance;
and

(f) "Include" and "including" shall mean include or including
without limiting the generality of the description preceding such term.

Section 9.15 Limitation on Damages. Notwithstanding anything to the
contrary contained herein, none of Grantor, Grantee or any of their respective
Affiliates shall be entitled to consequential, special or punitive damages in
connection with this Conveyance and the transactions contemplated hereby (other
than consequential, special or punitive damages suffered by third Persons for
which responsibility is allocated between the Parties) and each of Grantor and
Grantee, for itself and on behalf of its Affiliates, hereby expressly waives any
right to consequential, special or punitive damages in connection with this
Conveyance and the transactions contemplated hereby.

Section 9.16 Severability. If any provision of this Conveyance (or any
part of such provision) is unenforceable, all other provisions of this
Conveyance shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination
that any provision (or any part of such provision) is unenforceable, the parties
hereto shall negotiate in good faith to modify this Conveyance so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled.

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IN WITNESS WHEREOF, this Conveyance has been signed by each of the Parties
as of the date first above written.

GRANTOR: WESTERN ATLAS AFRIQUE, LTD.



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GRANTEE: WESTERN ATLAS INTERNATIONAL, INC.




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