    <DOCUMENT>
    <TYPE>EX-10.28
    <SEQUENCE>6
    <FILENAME>u45517exv10w28.txt
    <DESCRIPTION>AMENDMENT OF CLAUSE 9.3.1 DATED SEPT. 17 2002
    <TEXT>
    <PAGE>
                                                                      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
                                           1
    <PAGE>
    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
                                           2
    </TEXT>
    </DOCUMENT>