Dan:

We propose the following changes for your review.   Dave Anderson (Law) and
I are available to discuss these changes tomorrow, 12/17/99, anytime
before 11:00 AM PST if that is convenient for you.

> 4.1:
>
> The Delivery Point shall be as mutually agreed to by Buyer and Seller as
> set forth in Exhibit A and shall be identified by one or more pipeline
> receipt point; mnemonic, pool number, or other identifiers.  Buyer will
> take delivery of the Gas at the Delivery Point.  The Party who holds title
> to the Gas as a result of a NOVA inventory transfer on the NOVA system in
> Alberta will also hold the extraction rights at the Cochrane Extraction
> Plant (located near Cochrane, Alberta) for the liquids in that Gas.[
> explain, please] We'll explain.
>
> 11.4  Except for an event of Force Majeure of the Agreement, any Party
> that does not fulfill 100% of its obligation shall pay the other Party a
> Liquidated Damages Fee, which shall be calculated using the formulas set
> forth below. The calculation is based on the Price for the specified Daily
> Contract Quantity, and a fixed US $0.25 per MMBtu. The Parties hereto
> acknowledge and agree that the amounts which may be payable hereunder
> Article 11.4 shall be conclusively deemed to be Liquidated Damages and
> shall not be construed as a penalty.  No Party shall be liable to the
> other Party for loss of profit, punitive, exemplary, or consequential
> damages.
>
> 11.5   [All caps]  The Parties confirm that the express remedies and
> measures of damages provided in this Agreement satisfy the essential
> purposes hereof.  For breach of any provision for which an express remedy
> or measure of damages is herein provided, such express remedy or measure
> of damages shall be the sole and exclusive remedy hereunder, the obligor's
> liability shall be limited as set forth in such provision and all other
> remedies or damages at law or equity are waived.  If no remedy or measure
> of damages is expressly herein provided, the obligor's liability shall be
> limited to direct actual damages only, and such direct actual damages
> shall be the sole and exclusive remedy hereunder and all other remedies or
> damages at law or equity re waived.  Unless expressly herein provided,
> Neither Party shall be liable for consequential, incidental, punitive,
> exemplary or indirect damages, lost profits or other business interruption
> damages, in tort, contract, or otherwise, Except as provided under the
> indemnity provisions of Article 9.1 and 9.2 Article 11.1.
>
> 12.7 Agree to deletion of "Termination Date"
>
> 11.2 Add paragraph to end of Article 11.2:
>
> "Provided however, that Force Majeure shall not excuse non-performance for
> a period of up to 60 Days in the aggregate during any 12 Month period, and
> for any longer period, except for a Force Majeure which physically
> prevents Seller's Transporter from accepting gas hereunder at the Delivery
> Point."
>
Charlotte
(415) 973-6720