THIS AGREEMENT is made on August 7, 2000

BETWEEN:

(1) BP EXPLORATION (ALASKA) INC. a Delaware corporation of 900 East Benson Boulevard, Anchorage 99508 (the "Company"); and

(2) BP AMOCO p.l.c. an English registered company of 1 Finsbury Circus, London, EC2M 7BA (the "Parent").

WHEREAS the Company has agreed that it will supply to the Parent assistance by seconding its employee BYRON ELMER GROTE (the "Secondee") to the Company in accordance with the terms and conditions of this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. TERM

This agreement shall commence on and with effect from August 3, 2000 and shall continue thereafter subject to termination in accordance with Clause 7 below.

2. SECONDMENT

2.1 The Company shall second the Secondee to the Parent in accordance with the terms and conditions of this Agreement (the "Secondment"). The Secondment shall be on a full time basis.

2.2 The Secondee shall be supplied to perform the services that are reasonably required by the Parent.

2.3 The Company shall procure that the Secondee enters into undertakings as to confidentiality and as to compliance with policies corresponding to those normally obtained by the Parent from its employees and shall procure that the Secondee accepts that he is bound by the Parent's General Terms and Conditions of Employment on Excutive Expatriate Secondments (a copy of which are attached to this Agreement) during the Secondment.

3. OBLIGATIONS OF THE COMPANY

The Company shall ensure that it performs all obligations and discharges all liabilities which may be imposed on it by law or otherwise in its capacity as employer of the Secondee.

4. REPORTING AND STATUS

For the avoidance of doubt the Secondee shall at all times be and remain an employee of the Company but shall during the course of any secondment pursuant to this Agreement report to and act upon the instructions of the Chief Executive Officer of the Parent or such person as the Chief Exeuctive Officer shall from time to time nominate.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 If at any time during the course of providing services to the Parent the Secondee either alone or jointly discovers or acquires any invention, development improvement process or design whatsoever or any interests therein which shall relate to or concern the activities of the Parent, the Company shall use reasonable endeavours to procure that the Secondee shall forthwith in writing communicate full details thereof to the Parent and any such invention made or discovered as aforesaid shall belong to and be the absolute property of the Parent.

5.2 The Company shall assign or cause to be assigned to the Parent all rights of copyright or similar rights in all material made developed written granted or otherwise created by the Secondee in the course of providing services to the Parent and will hold the same to the order of the Parent absolutely.

6. PAYMENT LIABILITY AND INDEMNITY

6.1 The Parent shall reimburse to the Company an amount equal to the costs incurred by the Company in paying the Secondee's salary and providing his other benefits during the course of the Secondment. These amounts shall be payable by the Parent to the Company monthly in arrears.

6.2 The Company shall have no liability for any loss or damage (whether direct or indirect, physical, economic, consequential or otherwise) howsoever arising from or in connection with the provision of the Secondee's services to the Parent and the Parent agrees and acknowledges it shall bear full and sole responsbility for supervising the activities of the Secondee during the course of the Secondment.

6.3 The Parent agrees to hold the Company fully and effectively indemnified in respect of all and any liabilities which the Company may incur to any third party for claims, losses, liabilities or damages or loss of profit, savings, goodwill, business trade or other economic loss howsoever arising in connection with the provision of any services to the Parent by the Secondee.

7. TERMINATION

7.1 Either party may terminate this Agreement immediately by giving one month's notice in writing to the other or in the event that either party commits a serious breach of this Agreement or is in persistent breach of any of the terms of this Agreement (and for the purpose of this clause a breach by the Secondee shall be deemed to be a breach by the Company) the other party may terminate this Agreement without notice.

7.2 This Agreement shall terminate automatically on the date that the Company or the Secondee gives notice to the other to terminate the Secondee's employment with the Company.

7.3 This Agreement shall terminate automatically on January 8, 2008.

7.4 On termination of the Secondment for whatever reason the Secondee shall return to work for the Company and the Parent shall have no liability in respect of his employment and/or the termination of his employment.

7.5 The parties acknowledge that following termination of his Secondment, the Secondee's obligations of confidentiality to the Parent shall continue to apply.

8. MISCELLANEOUS

Any notice to be served on either of the parties by the other shall be sent by pre-paid first class post or by telex or telefax to the business address of the party to whom it is sent and shall be deemed to have been received by the addressee within 48 hours of posting or 2 hours if sent by telex or telefax to the correct telex or telefax number (with correct answer back in the case of telex) of the addressee. Notification of intended despatch of any telefax shall be given by telephone to the addressee prior to despatch of any notice by telefax.

9. PROPER LAW& JURISDICTION

9.1 This Agreement is governed by and shall be construed in accordance with the laws of England.

9.2 The parties to this Agreement submit to the exclusive jurisdiction of the English courts.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto and is hereby delivered on the date first above written.