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                                                                    EXHIBIT 10.4

                        [GEOCAN ENERGY INC. LETTERHEAD]

September 29, 1998

West Central Contracting Ltd.
General Delivery
Sezsmith, Alberta
TOM 3CD

Attention:  Mr. Terry Heppner
            President

Dear Sir,

RE:  OFFER TO PURCHASE BY GEOCAN ENERGY INC. (PURCHASER TO WEST CENTRAL
     CONTRACTING LTD. (VENDOR) CERTAIN ASSETS IN THE DINA AREA, ALBERTA

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1.   The Purchaser hereby offers to purchase all of the Vendor's right, title
     and interest in:

     (a)  the petroleum, natural gas and related hydrocarbons (the "Petroleum
          and Natural Gas Rights") within, upon or under the lands which are
          more particularly described in Schedule "A" hereto (the "Lands")
          including Vendor's right, license and privilege to explore, drill for
          and recover petroleum, natural gas and related hydrocarbons from the
          Lands, to the extant the same are granted by the lessee pertaining to
          the Lands;

     (b)  all equipment, facilities and other tangible depreciable property and
          all other materials, supplies, well equipment and other assets that
          are presently located in, on or about the Lands and used or intended
          for use in connection with the exploration, production, development,
          operation, processing, gathering, storage, treatment or transportation
          of the Petroleum and Natural Gas Rights (the "Tangibles"); and


     (c)  all other properties, rights and assets (other than the Petroleum and
          Natural Gas Rights or Tangibles) which are directly related to the
          Petroleum and Natural Gas Rights or the Tangibles, including without
          limitation title and operating agreements, well files and
          non-interpretive production and engineering information which is not
          proprietary to Vendor or others, relating to the Petroleum and Natural
          Gas Rights that Vendor has in its custody or has access to (the
          "Miscellaneous Interests");

     (The Petroleum and Natural Gas Rights, the Tangibles and the Miscellaneous
     Interests are hereinafter collectively called the "Assets").
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2.   The purchase price for the Assets is FORTY-SIX THOUSAND ($46,000.00)
     CANADIAN DOLLARS ("Purchase Price"), exclusive of GST, which is payable by
     certified cheque or bank draft at closing by Purchaser. All costs, expenses
     and revenues relating to the Assets accruing in the ordinary course of
     business shall be adjusted for between Vendor and Purchaser as of the
     Effective Date.

3.   This offer to purchase is made on the following terms and conditions:

     (a)  The effective date for the purposes of adjustments shall be September
          1, 1998 ("Effective Date") with closing taking at the Vendor's offices
          in Calgary on November 19, 1998 or such date as the parties hereto may
          mutually agree upon in writing ("Closing Date");

     (b)  As and from the Effective Date, Purchaser will assume all
          environmental liabilities for the Assets, including without limitation
          all well abandonment and reclamation costs associated with the Assets
          whether they accrued before or after the Effective Date;

     (c)  Purchaser's obligation to close is subject to:

          (i)     Purchaser acting reasonably, being satisfied on the Closing
                  Date that, between the date hereof and the Closing Date, there
                  has been no material change to the Assets including but not
                  limited to substantial physical damage effecting the condition
                  of the Tangibles which are not insured so as to have a
                  material adverse effect on the aggregate value of the Assets;

          (ii)    Purchaser, acting reasonably, being satisfied on the Closing
                  Date that no material adverse environmental damage or
                  liability is associated with the Assets; and

          (iii)   Purchase being satisfied on the Closing Date that Vendor
                  holds the undivided working interests in the Lands, subject
                  only to Crown royalties and any additional encumbrances
                  described in Schedule "A" hereto, as were taken into
                  consideration by Purchaser in connection with the preparation
                  of this offer to purchase.

          (iv)    Any restrictions on the transfer, sale or assignment of the
                  Assets and all applicable legal and regulatory requirements
                  relating to the sale of the Assets shall be waived or
                  complied with to the satisfaction of the Purchaser so that on
                  the Closing Date the Assets can validly and effectively be
                  transferred to Purchaser free and clear of all encumbrances
                  other than as expressly permitted herein; and

          (v)     There shall be no claims or proceedings threatened or pending
                  involving Vendor in connection with the Assets which claims
                  or proceedings in the aggregate would, in the opinion of the
                  Purchaser have a material adverse effect on the Assets; and

          (vi)    This offer is also firstly subject to financing upon terms
                  completely satisfactory to the Purchaser and secondly to the
                  Purchaser's Board of Director approval.

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     (d)  Vendor shall provide to Purchaser and its advisors, reasonable access
          to the Lands and to the Vendor's land records and documents regarding
          Vendor's title to the Assets, on a confidential basis, for the sole
          purpose of Purchaser conducting its due diligence in respect of the
          Assets and Vendor's title with respect thereto. No later than October
          23, 1998, Purchaser shall give Vendor written notice of all defects
          which Purchaser is aware, which in the reasonable opinion of
          Purchaser, adversely effect the title of Vendor to the Assets and
          which Purchaser does not waive ("Title Defects"). If Title Defects are
          not cured or removed by Vendor at least two (2) days before the
          Closing Date, then 1 (1) day prior to the Closing Date, Purchaser may
          elect:

          (i)   with the agreement of Vendor, to grant a further period within
                which Vendor may cure or remove Title Defects;

          (ii)  to waive Title Defects and proceed with Closing;

          (iii) not purchase these Assets affected by Title Defects, which
                Purchaser does not waive, in which event the Purchase Price
                shall be reduced by an amount agreed to by Vendor and Purchaser,
                and Purchaser shall proceed with the closing of the transaction
                for the Assets not affected by such Title Defects. The Purchase
                Price shall be net of the amount agreed to by the parties which
                is attributable to the Assets affected by Title Defects which
                have not been waived by Purchaser or failing such agreement,
                such amount shall be determined by an independent engineering
                firm acceptable to Vendor and Purchaser; and

          (iv)  If such amount attributable to the Assets affected by Title
                Defects which have not been waived by Purchaser is 5% or more of
                the Purchase Price, then, notwithstanding the foregoing,
                Purchaser or Vendor may terminate this agreement and neither
                party shall have any further obligation or liability to the
                other.

     (e)  Without providing a warranty of title, Vendor does warrant that, as of
          the closing Date the Assets will be free and clear of all encumbrances
          created by, through or under Vendor, except for, the applicable
          lessors royalties payable under the title documents covering the
          Lands and those encumbrances as set out on Schedule "A" attached
          hereto.

4.  The Vendor shall also provide all appropriate representations and warranties
    to Purchaser including without limitation the following, all of which shall
    apply as of the Closing Date.

     (a)  Environmental Matters: Vendor is not aware of and has not received:

          (i)   any orders of directives under the Regulations which relate to
                environmental matters and which require any work, repairs,
                construction or capital expenditures with respect to the Assets,
                where such orders or directives have not been compiled with in
                all material respects; and

          (ii)  any demand or notice issued under the Regulations with respect
                to the breech of any environmental, health and safety law
                applicable to the Assets, including without limitation, any
                Regulations respecting the use, storage, treatment,
                transportation or disposition of environmental  contamminants,
                which demand or notice remains outstanding on the Closing Date.

     (b)  Environmental Information: Vendor has made available to the Purchaser
          as information within the Vendor's possession, and has not knowingly
          withheld any such information from the Purchaser, relevant to any
          environmental damage or contamination or other environmental problems
          pertaining to the Assets:
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     (c)  Condition of Wells: Each well located on the Lands, whether producing,
          shut-in, injection, disposal or otherwise, has been drilled and, if
          completed, completed and operated in accordance with generally
          accepted industry practices and in full compliance with existing
          Regulations;

     (d)  Abandonment of Wells: To the best of the information, knowledge and
          belief of the Vendor, each well located on the Lands which has been
          abandoned has been plugged and abandoned, and the wellsite therefore
          properly restored, in accordance with generally accepted industry
          practices and in full compliance with existing Regulations;

     (e)  Condition of Tangibles: To the best of the information, knowledge and
          belief of Vendor, the Tangibles have been constructed, installed,
          maintained and operated in accordance with generally accepted
          engineering and industry practices and in full compliance with
          existing Regulations;

          Regulations means all statutes, laws, rules, orders and regulations in
          effect at the applicable time and made by governmental boards or
          agencies having jurisdiction over the Assets.

5.   If any of the Assets are subject to rights of first refusal then the
     parties shall deal with such rights of first refusal promptly prior to
     closing. Within five (5) days of Vendor so requesting, Purchaser shall
     provide its bona fide allocation of the Purchase Price among the Assets
     which are subject to rights of First refusal for use by Vendor in complying
     with rights of first refusal.

6.   Time shall be of the essence hereof.

7.   Any notice required or permitted to be given shall be delivered by hand or
     by telefacsimile to Purchaser at 800 717-7th Ave S.W. Calgary, Alberta, T2P
     023, Fax: 281-3834, Attention: Mr. Wayne Wadley and to Vendor at General
     Delivery, Saxsmith, Alberta TCN 3CO, Fax (403) 638-4908, Attention: Mr.
     Terry Happner.

8.   If this offer to purchase is accepted by Vendor, this letter shall become
     a binding agreement between the parties in accordance with the terms
     hereof.

9.   The parties shall use reasonable efforts to enter into a formal agreement
     of purchase and sale by November 6, 1998, which shall be prepared by legal
     counsel for the Purchaser. The formal agreement of purchase and sale shall
     contain the terms and conditions set forth in this letter and such other
     terms and conditions as are customary for agreements of purchase and sale
     in the oil and gas industry for operated assets, to the extent they do not
     conflict with the terms and conditions of this offer to purchase. Purchaser
     shall also be responsible for preparing and providing to purchaser
     conveyancing documentation relating to the Assets.


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This offer is open for acceptance by Vendor until 4:00 p.m., Calgary time
October 2, 1998. If Vendor wishes to accept this offer to purchase, please
signify, by signing and returning, prior to such time, via fax copy of this
letter to the attention of Mr. Wayne Wadley at GEOCAN Energy Inc.

Yours very truly,

GEOCAN ENERGY INC.

/s/ WAYNE WADLEY

Wayne Wadley, President

ACCEPTED AND AGREED TO THIS  2  DAY OF OCTOBER, 1998
                            ---        -------

WEST CENTRAL CONTRACTING LTD.

PER: /s/ TERRY HEPPNER
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THIS IS SCHEDULE "A" ATTACHED TO AND FORMING A PART OF AN OFFER TO PURCHASE
DATED SEPTEMBER 29, 1988 BETWEEN WEST CENTRAL CONTRACTING LTD. AS VENDOR AND
GEOCAN ENERGY INC. AS PURCHASER.

1. ASSETS:

<TABLE>
<CAPTION>
      LANDS:          P & NG RIGHTS:      INTEREST:      RNCUMS:       HECTARES:
    ---------         --------------      ---------      -------       ---------
<S>                 <C>                   <C>            <C>           <C>
045-07 WeM: SW 16     P & NG Lease No.     20.0000%       Crown SS         64
                        0485110052           W.I.        5.00% GORR
                    From Base Viking to
                    Base Mannville Grp
</TABLE>

2. WELLS:

TCRL Dina 102/03-16-048-01W4M