Contract No. 19032


                              CONTRACT FOR SALE AND


                            PURCHASE OF LIQUID HELIUM


                                     between



                            KEYES HELIUM COMPANY, LLC


                                       and




                            AIR PRODUCTS HELIUM, INC.



                           amended and restated as of



                                 1 January 1999





<PAGE>





                                TABLE OF CONTENTS
ARTICLE  Page
I        DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         -----------
II       FACILITY. . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . .7
         ---------
III      TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         ----
IV       SALE AND PURCHASE OF HELIUM. . . . . . . . . . . . . . . .. . . . . . 8
         ---------------------------
V        PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
         -----
VI       TOLLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
         -------
VII      QUALITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
         -------
VIII     MEASUREMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
         -----------
IX       PREPARATION AND DELIVERY. . . . . . . . . . . . . . . . .. . . . . . 17
         ------------------------
X        BILLING AND PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . . 19
         -------------------
XI       FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
         -------------
XII      REGULATION: WAIVER OF DEFAULT. . . . . . . . . . . . . . . . . . . . 21
         -----------------------------
XIII     WARRANTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
         --------
XIV      GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
         -------
XV       NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
         -------
XVI      GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
         -------------

<PAGE>




                 CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUM
                 -----------------------------------------------
                             AS AMENDED AND RESTATED
                             ----------------------


     THIS AGREEMENT is made and entered into, as amended and restated, as of the
1st day of January 1999, by and between  KEYES HELIUM  COMPANY,  LLC, a Colorado
limited liability  company ("KHC" or "Seller") and AIR PRODUCTS HELIUM,  INC., a
Delaware corporation, ("Buyer").


                              W I T N E S S E T H:
                              --------------------

     WHEREAS, Seller has access to sources of natural gas containing Helium, and
is able to supply  Liquid  Helium from Seller's  purification  and  liquefaction
facility located in Cimarron County, Oklahoma;

     WHEREAS,  Seller  desires to sell to Buyer,  and Buyer  desires to purchase
from Seller, the Liquid Helium production from Seller's facility; and

     WHEREAS,  Buyer has Crude Helium available for Tolling in Seller's Facility
on the terms set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  agreements
contained herein, Seller and Buyer mutually covenant and agree as follows:


<PAGE>


                                    ARTICLE I

                                   DEFINITIONS
                                   ------------

     Unless the context otherwise requires, and in addition to the terms defined
above,  the following terms shall have the following  respective  meanings,  all
definitions being equally applicable to both the singular and plural forms.

     "Additional Volumes" means any volumes of Helium owned by Seller, which are
produced or which Seller  expects to produce at a facility  other than  Seller's
Facility,  and which are not subject to Seller's  obligations  to third  parties
predating this Agreement.

     "Adjustment  Period"  means:  (a) for  purposes of the Tier I volume  price
adjustment provided for in Section 5.2, the 12 Month period commencing 1 October
1994 and ending 30 September 1995 and each 12 Month period  thereafter;  and (b)
for purposes of the Tier II volume price adjustment provided for in Section 5.2,
the 12 Month period  commencing 1 October 1995 and ending 30 September  1996 and
each 12 Month period thereafter.

     "Affiliate"  means,  with  respect  to a person,  any other  person  who is
directly or  indirectly,  controlling,  controlled  by, or under common  control
with, the person.

     "Article" means an Article of this Agreement, unless otherwise noted.

     "Base Period" means: (a) for purposes of the Tier I volume price adjustment

                                       2
<PAGE>

     provided for in Section 5.2,  Buyer's 1994 fiscal year, 1 October 1993 - 30
September  1994;  and (b) for  purposes of the Tier II volume  price  adjustment
provided  for in Section  5.2,  Buyer's  1995 fiscal  year,  1 October 1994 - 30
September 1995.


     "Buyer" means Air Products Helium, Inc., a Delaware  corporation,  and, for
purposes of Section 5.2, its Affiliates.

     "Commencement  Date"  means  the  first day of the month in which the first
delivery  of Liquid  Helium to Buyer  under this  Agreement  occurs,  namely,  1
January 1999.

     "Contract Year" means each period of 12 consecutive Months beginning on the
1 January after the Commencement Date and each succeeding 1 January.

     "Crude Helium" means the gaseous product  extracted from natural gas, which
product is comprised of Helium  together with other  constituents of natural gas
and which is acceptable for storage in the BLM System.

     "Force  Majeure"  means act of god,  strike,  lockout  or other  industrial
disturbance, act of public enemy, war, blockade,  insurrection,  riot, epidemic,
landslide,  lightning,  earthquake,  fire,  storm,  flood,  washout,  arrest and
restraint  of rulers and  peoples,  civil  disturbance,  explosion,  breakage or
accident to machinery or equipment, or lines of pipe, freezing of wells or lines
of pipe, partial or entire failure of gas wells or pressure

                                       3

<PAGE>

protection devices, machinery or equipment breakdown,  scheduled and unscheduled
maintenance of equipment,  inability to obtain materials,  supplies, or permits,
and any laws, orders, rules,  regulations,  acts or restraints of any government
or  governmental  body of authority  whether  civil or  military,  and any other
cause,  whether  similar or  dissimilar  to any of the causes or  categories  of
causes described above, not within the reasonable  control of the Party claiming
suspension  and which by the exercise of due  diligence  such Party is unable to
avoid.

     "Helium" is an element with unique  properties such as the second lightest,
next to hydrogen,  inert to chemical reaction, high thermal conductivity and the
lowest boiling point, 4.2(degree)K, of any known element.

     "Liquid Helium" means Helium in the liquid state.

     "MCF" means one thousand SCF, and "MMCF" means one million SCF.

     "Merchant  Helium"  means  all  sales of  refined  Helium  sold by Buyer to
unrelated third parties on other than a wholesale or swap basis.

     "Month"  means a  period  of time  beginning  at 8:00  a.m.  local  time at
Seller's  Facility  on the first day of a calendar  Month an ending at 8:00 a.m.
local time at Seller's Facility on the first day of the next succeeding calendar
Month.

                                       4
<PAGE>


     "Notice" means a written notice, and "Notify" means the giving of a Notice,
in accordance with Section 15.1.

     "Party" or "Parties" means KHC and/or Air Products Helium,  Inc., and their
successors or assigns.

     "Required Volumes" has the meaning identified in Section 4.1.

     "Sales  Value"  means the  proceeds of the Total  Volume sold for  delivery
during the Base Period or the applicable  Adjustment Period in the United States
of America.  Sales Value shall not include amounts that Buyer charges  customers
for equipment, freight and service charges.

     "Sales  Volumes"  means all  volumes  of Helium  owned by Seller  which are
produced at Seller's Facility (including any expansion of Seller's Facility).

     "SCF" means the volume of Helium  contained in one cubic foot of space at a
temperature  of  70(degree)  F and at an  absolute  pressure  of 14.7 pounds per
square inch. As used with reference to Helium,  SCF means the quantity of liquid
which in the vapor phase at the above  conditions  of  temperature  and pressure
will occupy one cubic foot of space.  One pound of Helium is equivalent to 96.71
SCF.

     "Section" means a Section of this Agreement, unless otherwise noted.

                                       5
<PAGE>


     "Seller" means KHC, its successors and assigns and, for purposes of Section
4.2 only, CIG Resources Company, an Affiliate of KHC.

     "Seller's  Facility" means Seller's Helium  purification  and  liquefaction
plant located in Cimarron County, Oklahoma.

     "Supply Period" means the period  beginning on the  Commencement  Date, and
continuing for a period of 252 consecutive  Months after the Commencement  Date,
unless extended thereafter by mutual consent.

     "Taxes"  means  any  tax,  assessment,  excise  or duty  applicable  to the
transactions contemplated hereby.

     "Toll Price"  means the price per MCF for Tolling  Tolled  Volumes,  as set
forth in Article VI.

     "Tolled  Volumes"  means  volumes of Crude Helium  Buyer Tolls  pursuant to
Article VI.

     "Tolling"  or  "Tolls(s)"  means the  refining of Buyer's  Crude  Helium at
Seller's Facility for the Toll Price.

     "Total Volume" means the volume of Merchant Helium sold by Buyer and its

                                       6

<PAGE>

Affiliates  in the United  States of America in  arms-length  sales to unrelated
third parties expressed in MCF.

     "Unit" means Helium tankers or containers.

     "Unit Price"  means the price per MCF (per volume tier) sold and  purchased
hereunder, as set forth in Article V.

     "BLM" means the United States Bureau of Land Management.

     "BLM System" means the BLM Storage and Pipeline System.


                                   ARTICLE II

                                    FACILITY
                                    --------

     2.1.  Installed  Facility.  Seller has  constructed and placed in operation
Seller's Facility.

     2.2.  Seller's  Obligation  to Obtain  Contracts.  It is  recognized by the
Parties that Seller's ability to supply Helium to Buyer is dependent upon Seller
obtaining  contracts with third parties to supply Seller's Facility with natural
gas containing  Helium.  The Parties  recognize,  however,  that Seller makes no
representation  or warranty of an ability to obtain contracts to supply Seller's
Facility natural gas containing Helium.

     2.3  Seller's  Facility  Capability.  Seller's  Facility  has an  installed
nominal
                                       7

<PAGE>

capacity of 170 MMCF of Liquid Helium per Contract  Year.  Actual  capacity on a
daily operating basis is currently  approximately  150 MMCF of Liquid Helium per
Contract Year. Seller agrees to refine, at Seller's facility, Additional Volumes
of Crude Helium produced at any other facility  connected to the BLM System,  in
lieu of requiring Buyer to provide Tolled Volumes pursuant to Section 6.1.


                                   ARTICLE Ill

                                      TERM
                                      -----

     3.1. Term. The term of this  Agreement  shall be from the execution  hereof
until terminated in accordance with the other provisions of this Agreement.

     3.2. Primary Term. Either Party may terminate this Agreement as of December
31, 2021, or as of any  anniversary  date  thereafter by giving not less than 24
Months  prior  Notice  to the  other  Party,  which  Notice  shall  be  given in
accordance  with Section  15.1,  subject to any  extensions  pursuant to Section
11.2.

                                   ARTICLE IV

                           SALE AND PURCHASE OF HELIUM
                           ---------------------------

     4.1 Basic  Obligation.  During each  Contract Year during the Supply Period
Buyer shall purchase,  at the Unit Price,  all of the Sales Volumes  produced at
Seller's Facility ("Required Volumes").

     4.1.1 If, in any  Contract  Year,  Buyer fails to take all of the  Required
Volumes,  Buyer shall make a payment to Seller as determined by multiplying  the
difference

                                       8
<PAGE>


between:  (a) the Sales Volumes  actually  taken by Buyer;  and (b) the Required
Volumes,  times the Unit Price. Such payment shall be made within 30 days of the
end of the applicable Contract Year.

     4.1.2  Buyer  shall  use  reasonable  good  faith  efforts  to take  Helium
hereunder in relatively equal monthly quantities.

     4.2 Additional Volumes. Seller shall Notify Buyer and solicit from Buyer an
offer of  purchase of any  Additional  Volumes  other than (a) those  Additional
Volumes of Crude Helium processed at Seller's  Facility and (b) those Additional
Volumes Seller chooses to store.  If Buyer Notifies Seller that it elects not to
purchase such Additional Volumes, or does not respond within 90 days thereafter,
Seller may offer such  Additional  Volumes to third parties.  If Buyer offers to
purchase  such  Additional  Volumes,  Seller may during the next 90 days solicit
offers of purchase from third parties,  but Seller may not sell such  Additional
Volumes to a third party on terms more  favorable  to the third party than those
offered by Buyer. If Seller has not agreed to sell such Additional  Volumes to a
third  party  within  this  period,  or  elected  to store or not  produce  such
Additional Volumes, Buyer's offer shall be deemed accepted. Buyer shall have the
rights in this Section 4.2 for such Additional Volumes only where such rights do
not conflict with Seller's obligations predating this Agreement or with Seller's
ability to enter into new projects (including with Nitrotec Corporation).

                                       9

<PAGE>


                                    ARTICLE V

                                      PRICE
                                      -----

     5.1 Unit Price.  The Unit Price shall be F.O.B.  the Seller's  facility and
shall be:


                  Volume Tier                            Price
                  ----------                             -----
                  Up to 70 MMCF (Tier I volume)          [****]

                  Above 70 MMCF (Tier II volume)         [****]




     If in any  Contract  Year the  Required  Volume is greater or less than 150
MMCF, then the billed amount for Tier II volumes for such Contract Year shall be
adjusted as follows:

          A.  Sales  Volumes > 70,000 MCF <  115,000,001  SCF shall be valued at
          [****]

          B. Sales Volumes> 115,000 MCF up to the total Required Volume shall be
          valued at [****]

The sum of A + B minus the Tier II billed value for that  Contract Year shall be
invoiced  or  credited  to Buyer by Seller as an  adjustment  in the invoice for
January of the following Contract Year.

     5.2 Price Adjustment.  The Unit Price shall be subject to annual adjustment
with  respect  to all  Contract  Years  commencing  on or after 1 January  1999,
determined by application of the following formula:


                                       10
<PAGE>


           PN  =    $ [applicable Volume Tier price] x [XAP/XBP]

Where:     PN  =    the adjusted Unit Price for the particular Contract Year, in
                    $/MCF, using the method set forth in this Section 5.2.

     Price  changes for Buyer shall be  determined  by  calculating  the average
Sales Value ("XAP") of Buyer,  in $/MCF,  for Liquid Helium sold by Buyer during
the Adjustment Period immediately prior to the commencement of the Contract Year
for which the adjusted Unit Price is being determined, which shall be calculated
in accordance with the following formula:

             XAP = SAP/VAP

     Where:  SAP = Sales  Value from sales of Merchant  Helium by Buyer  during
                   the Adjustment Period.

             VAP = Total  Volume  in MCF  of  Merchant  Helium  sold  by  Buyer
                   corresponding  to Buyer's Sales Value during the  Adjustment
                   Period.


     The initial calculation for that portion of any adjustment  attributable to
a change in average sales price shall equal the net change, from fiscal 1994 and
1995, in Buyer's sales  revenues and volumes for the Adjustment  Period.  Annual
price adjustments shall be effective 1 January of each subsequent Contract Year.

     The average sales price of Buyer, in $/MCF, for Helium sold by buyer during
the

                                       11
<PAGE>




Base Period ("XBP") shall be calculated in accordance with the following
formula:

             XBP  = SBP/VBP

 Where:      SBP  = Sales  Value from sales of Merchant  Helium by Buyer  during
                    the Base Period.

             VBP  = Total  volume  in MCF  of  Merchant  Helium  sold  by  Buyer
                    corresponding to Buyer's Sales Value during the Base Period.


     5.3 Unit Price Floor. Buyer and Seller agree that the Unit Price for Liquid
Helium delivered hereunder shall be not lower than [$45.00/MCF] for the first 70
MMCF (Tier I volume) of Liquid  Helium sold to Buyer during any  Contract  Year,
and not lower than  [$38.00/MCF]  for all Liquid  Helium  sold to Buyer above 70
MMCF (Tier II volume) in any Contract Year.

     5.4 Books and Records.  Buyer shall  maintain  true and  complete  books of
account,  containing  an accurate  record of all  information  necessary for the
proper  computation  of the Unit Price for Helium under the procedure  described
above in Section 5.2.  Buyer shall  transmit to Seller within three Months after
the end of the Base Period or applicable  Adjustment Period, as the case may be,
the weighted  average  selling  price for the Base Period or  Adjustment  Period
required in the application of such formulae.  For a period of not more than two
years from the  transmittal  of said weighted  average price data,  Seller shall
have the right at all  reasonable  times to inspect such books to such extent as
may be  reasonably  necessary  to verify  such data.  Such  inspection  shall be
subject to such restriction on disclosure as may be reasonably

                                       12
<PAGE>


necessary to protect the  confidentiality  of proprietary  information of Buyer.
Buyer is not required to preserve  said books for longer than two years from the
transmittal of said price data to which such books relate.

     5.5 Taxes.  Seller shall be responsible for Taxes imposed or assessed prior
to the point of delivery  into Buyer's  Units.  Buyer shall be  responsible  for
Taxes  imposed or  assessed  after the point of  delivery  into  Buyer's  Units,
provided, however, Taxes levied or imposed by any future law or any governmental
authority in connection with the transactions  contemplated  hereby  (excluding,
however,  any tax  upon the net  income  of  Seller  imposed  by a  governmental
authority  of  the  United  States  of  America,   and  further   excluding  any
reimbursement in whole or in part for any liability which Seller may have to any
third  party,  including  without  limitation  any oil and gas  lessor,  lessee,
mineral owner or pipeline company,  with respect to any sums attributable to the
Helium sold by Seller to Buyer hereunder) shall, if paid by Seller as the result
of performance of the  Agreement,  be added to the price and paid by Buyer.  Any
further  real or  personal  property  Taxes  shall  only be payable by Seller if
solely attributable to the Helium purification and liquefaction  portions of the
Seller's  Facility.  Prior to the  payment  of any such  Taxes,  Buyer  shall be
afforded  the  opportunity  to  challenge  any such  Taxes at its  election  and
expense.

     5.6 Price Renegotiation. For Contract Years commencing 1 January 2009 and 1
January 2016, the  then-current  Unit Price,  the Unit Price floor  mentioned in
Section 5.3, Toll Price and adjustment terms for Helium and Tolling under this

                                       13
<PAGE>


Agreement,  shall be subject to renegotiation upon Notice by either Party to the
other.  Such  Notice  shall be given  not later  than the 1  October  2007 and 1
October 2014,  respectively.  If the Parties have been unable to reach agreement
prior to the 1 October 2008 or 1 October  2015, as the case may be, after having
conducted  good-faith  negotiations  with  respect  to the  modification  of the
then-current  Unit Price,  the Unit Price floor  mentioned in Section 5.3,  Toll
Price and escalation  terms, then either Party shall have the right to terminate
this Agreement as of December 31, 2008, and December 31, 2015, respectively.


                                   ARTICLE VI

                                     TOLLING
                                     -------

     6.1 Tolling Request By Seller.  If requested by Seller,  Buyer will provide
Crude Helium via the BLM System to be Tolled by Seller through Seller's Facility
up to the  quantity of Crude Helium  sufficient  to allow  Seller's  Facility to
produce  170 MMCF per year of  Liquid  Helium  during  the fifth  through  tenth
Contract  Years of the Supply  Period (not to exceed 500 MMCF of Tolled  Volumes
during the fifth through tenth Contract Years).  If, in any Contract Year, Buyer
fails to provide Tolled Volumes which have been requested hereunder, Buyer shall
make a payment to Seller as determined by  multiplying  the amount of the Tolled
Volumes  requested but not provided,  and the Toll Price.  Such payment shall be
made within 30 days of the end of that  Contract  Year.  6.2 Tolling  Request by
Buyer. Seller will Toll Crude Helium at Buyer's request


                                       14
<PAGE>


if (a)  capacity is  available  at Seller's  Facility,  and (b) Buyer  tenders a
quantity of Crude Helium  sufficient to allow Seller's Facility to produce up to
170 MMCF of Liquid  Helium per  Contract  Year.  Seller  may shut down  Seller's
Facility at the end of any Contract Year and terminate  this  Agreement if Buyer
has failed to give the Notice  required  under  Section 6.3 during such Contract
Year.

     6.3 Notices of Tolling  Requirement.  During the first six Contract  Years,
Seller will provide  Buyer,  for each Contract Year no later than 15 November of
the previous  Contract Year, a Notice  containing a forecast of Seller's Tolling
capacity  available  and whether such  Tolling will be required  during the next
Contract Year.  Starting in the sixth Contract Year,  Buyer will provide Seller,
for each contract Year no later than 15 November of the previous  Contract Year,
a  Notice  containing  a  forecast  of  Buyer's  Tolling  requirements  for  the
subsequent  Contract  Year.  Seller  shall be prepared  to Toll such  forecasted
volume, but Seller's obligation to Toll shall be limited to the Tolling capacity
available during such Contract Year.  Seller's Tolling capacity shall be limited
to the extent  that Seller has  available  Crude  Helium from other  sources for
processing, which shall take precedence to Tolling Buyer's Crude Helium.

     6.4 Toll  Price.  Buyer  shall pay [****] per MCF  ("Toll  Price")  for the
Liquid Helium produced by Tolling and delivered into Buyer's Units.  Buyer shall
be responsible  for any BLM charges  associated  with Tolled  Volumes.  The Toll
Price is subject to adjustment in accordance with Section 6.6.

                                       15

<PAGE>


     6.5 Delivery of Tolling  Quantities.  Buyer will provide Seller via the BLM
system 1.02 units of Crude Helium for each unit of Liquid Helium to be delivered
into Buyer's containers at Seller's Facility on a schedule mutually agreed to by
Buyer and Seller.


     6.6 Toll Price Adjustment.  The Toll Price shall be adjusted 1 January 1999
and on each 1 January  thereafter  by the same  percentage  change  in  Seller's
Liquid Helium price for Tier I volumes as  calculated in Section 5.2.  Buyer and
Seller  agree that the Toll  Price  shall not be lower  than  [****]  during any
Contract Year.


                                   ARTICLE VII

                                     QUALITY

     7.1 Purity.  All Liquid Helium  delivered  hereunder shall have a purity of
not less  than  99.999%  Helium  by volume in  accordance  with  Compressed  Gas
Association Helium Specification G-9.1 Grade P-1992.

     7.2 Crude Helium  Specification.  All quantities of Crude Helium  delivered
hereunder shall conform to the  specification set forth in the contracts between
the BLM and Buyer and/or Seller to store Crude Helium in the BLM System.

     7.3 Samples. For quality control purposes, representative samples of Helium
after being  vaporized  shall be analyzed  by Seller by gas  chromatography,  or
other mutually agreeable method, as required.

                                       16
<PAGE>


                                  ARTICLE VIII

                                   MEASUREMENT
                                   ------------

     8.1 Scales.  Seller shall  install,  own,  operate and maintain  equipment,
scales and instruments  required for the measurement of Liquid Helium  delivered
hereunder.  Seller shall weigh each Unit used for the  transportation of Buyer's
Liquid Helium,  with the Unit's liquid  nitrogen  reservoir  completely  filled,
immediately  before and after filling and calculate the quantity,  by weight, of
Liquid Helium delivered into each such Unit,  converted to SCF of Helium. At the
time of weighing of the Unit prior to shipment,  pressure  within the Unit shall
not exceed 3 pounds per square inch gauge. Buyer shall have the right to witness
testing or calibration of Seller's measuring  equipment,  scales or instruments.
Buyer   hall  have  the  right  at  all   reasonable   times  to   inspect   the
above-referenced  records covering not more than 24 Months immediately preceding
each such inspection. Seller shall not be obligated to preserve such records for
more than two years.

     8.2 Unit of  Measurement.  The unit of  measurement  for  measuring  Helium
hereunder shall be one SCF.



                                   ARTICLE IX

                            PREPARATION AND DELIVERY
                            ------------------------
     9.1 Liquid  Nitrogen.  Seller shall fill with liquid nitrogen the shielding
reservoirs  in Buyer's Units as required at Seller's  Facility.  Buyer shall pay
Seller $200 for the liquid nitrogen  furnished to Buyer by Seller for use in the
preparation and filling of the


                                       17
<PAGE>


shielding reservoir of each of Buyer's Units regardless of size.

     9.2 Service  Charges.  Service  charges  for cool down and purging  Buyer's
Units required by Seller at Seller's Facility shall be as follows:

     9.2.1 The  charge  for  Helium  used to cool down  buyer's  Units to Liquid
Helium  temperatures  shall be a lump sum of [****] for those Units  arriving at
Seller's Facility with an inside  temperature of minus 315(degree)F or lower and
a lump sum of [****] for those  Units  arriving  at  Seller's  Facility  with an
inside  temperature of minus  316(degree)F or above, but no cooldown charge will
be assessed for Units arriving at Seller's  Facility with an inside  temperature
of minus 423(degree)F or lower.

     9.2.2  Buyer's  Units  arriving  at  Seller's  Facility  in a  contaminated
condition  will be  assessed  a charge of [****] to purge  these  Units when the
contamination is greater than 150 ppm.

     9.3 Suitable  Containers.  Buyer assumes full  responsibility for providing
Units  suitable  for filling by Seller.  Buyer shall use  reasonable  efforts to
provide  Units with minimum  residual for filling at Seller's  Facility.  Seller
shall  have  the  right to  refuse  to fill  Buyer's  Units if they are not in a
condition  normally  acceptable in the industry for filling with Liquid  Helium.
Buyer shall  provide a suitable  Unit for  filling at  Seller's  Facility at all
times  during the Supply  Period.  Buyer and Seller will  cooperate  so that the
scheduling of Units for delivery of Liquid Helium is on a reasonably  consistent
basis, and that the  unavailability of such Units does not disrupt operations of
Seller's Facility.

                                       18
<PAGE>


     9.4  Delivery  Point.  The  Liquid  Helium  and  liquid  nitrogen  shall be
delivered to Buyer F.O.B. Buyer's Units at Seller's Facility.


                                    ARTICLE X

                               BILLING AND PAYMENT
                               -------------------

     10.1 Statement Seller shall render to Buyer bimonthly (i.e., twice a month)
a billing  statement  showing the quantity of Helium  delivered,  the applicable
Unit Piece,  the  applicable  Toll Price  (volumes of Liquid Helium  produced by
Tolling to be clearly identified), the total amount due for Helium, the rate for
preparation of each Unit,  the total amount due for  preparation of Units during
the billing period, the total amount due for Unit service charges, and the total
amount due Seller for that shipment.  Reconciliation  of Tolled Volume  balances
shall be on a monthly basis within 30 days of statement date.

     10.2  Payment.  Buyer  shall,  within 15 days after  receipt of the billing
statement  described  in  Section  10.1,  pay to Seller  the amount of money due
Seller  for  Helium,  and  service  charges  for the  shipments  covered  by the
statement.

     10.3  Claims.  Notice  of any  claims  based  on an  error  in any  billing
statement rendered or payment made shall be given to the Party against whom such
claim is made with 24 Months from the date of the relevant billing  statement or
payment,  and in the absence of such Notice each such billing statement and each
such payment shall be conclusively presumed to be correct.

                                       19
<PAGE>


     10.4 Books and Records.  Seller shall  maintain true and complete  books of
account,  containing an accurate record of all price and production  information
necessary  for the  proper  computation  of the  information  required  for each
billing statement in accordance with Section 10.1. Buyer shall have the right at
all reasonable  times to inspect such records of Seller to such extent as may be
reasonably  necessary to verify such  information  for a period of not more than
two years from the date of the applicable  billing  statement.  Such  inspection
shall  be  subject  to  such  restriction  on  disclosure  as may be  reasonably
necessary to protect the  confidentiality of proprietary  information of Seller.
Seller is not  required to preserve  said books and records for longer than said
two year period.


                                   ARTICLE XI

                                  FORCE MAJEURE
                                  -------------

     11.1 Relief From Performances.  In the event of either Party being rendered
unable  wholly or in part by Force  Majeure to carry out any of its  obligations
under this Agreement, other than to make payments of amounts due hereunder, upon
such Party giving  Notice to the other Party,  stating the full  particulars  of
such Force Majeure as soon as possible  after the occurrence of the cause stated
in said Notice,  performance of the obligations of the Party giving such Notice,
so far as they are affected by such Force Majeure, shall be suspended during the
continuance of any inability so caused by no longer  period,  and such inability
to perform shall, so far as possible, be remedied with all reasonable dispatch.


                                       20
<PAGE>


     11.2 Extension of Time. When Seller is unable by reason of Force Majeure to
supply  any  Helium  which  Seller  is  otherwise  obligated  to supply to Buyer
hereunder, then the supply Period will be extended as necessary to permit Seller
to supply such Helium to Buyer.


                                   ARTICLE XII

                          REGULATION: WAIVER OF DEFAULT
                          -----------------------------

     12.1  Regulations.  This  Agreement is subject to valid  present or future,
laws,  rules,  regulations,  and orders of duly constituted  authorities  having
jurisdiction or control.

     12.2 No Waiver.  No waiver by either  Party of any one or more  defaults by
the other in the  performance of any provisions of this Agreement  shall operate
or be construed as a waiver of any future default or defaults, whether of a like
or of a different character.


                                  ARTICLE XIII

                                    WARRANTY
                                    --------

     13.1 Seller's Warranties.  Seller warrants that the Sales Volumes delivered
to Buyer shall conform to the  specification  set forth in Section 7.1, and that
at the time of delivery,  Seller shall have good title and right to transfer the
same and that the same shall be delivered free of encumbrances.


                                       21
<PAGE>


          13.2 Buyer's Warranty. Buyer warrants that, as to the Tolled Volumes,
Buyer shall have good title and right to transfer the same for Tolling and that
the same shall be delivered free of encumbrances.

     13.3 No Other  Warranties.  THE  WARRANTIES  SET FORTH IN SECTIONS 13.1 AND
13.2 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY LAW,
INCLUDING,  WITHOUT  LIMITING THE GENERALITY OF THE  FOREGOING,  ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.



                                   ARTICLE XIV

                                     GENERAL
                                     -------

     14.1 Headings. All headings appearing in this Agreement are for convenience
only and shall not be considered  part of this Agreement for any purpose,  or as
in any way  interpreting,  construing,  varying,  altering,  or  modifying  this
Agreement or any of the terms and provisions thereof.

     14.2 Complete Agreement. The terms of this Agreement express and constitute
the full  agreement  between the  Parties  with  respect to the  subject  matter
thereof,  and there are no warranties,  covenants,  stipulations,  or conditions
existing apart from the terms of this Agreement.

     14.3 Binding Nature.  This Agreement shall be binding upon and inure to the


                                       22
<PAGE>

benefit of the Parties, their successors and assigns.


     14.4  Assignment.  This  Agreement  shall  not be  assignable  by any Party
without the prior consent of the other Parties given in accordance  with Section
15.1, which assignment shall not be unreasonably withheld

     14.5 Prior  Agreement.  The Contract for Sale and Purchase of Liquid Helium
between Buyer and Seller dated 1 November, 1993, as amended, is terminated as of
1  January  1999.  Provided  however,  Buyer and  Seller  remain  obligated  for
performance,  payments and  accounting  adjustments  attributable  to the period
prior to 1 January 1999.




                                   ARTICLE XV

                                     NOTICES
                                     -------

     15.1 Manner of Giving  Notice.  All notices  and other  writings  expressly
required to be given in  accordance  with this  Section 15.1 shall be in writing
and shall be sent by registered or certified  United States Mail (return receipt
requested), as follows:

             SELLER:
                  Keyes Helium Company, LLC
                  P.O. Box 1087
                  Colorado Springs, CO 80944
                  Attention:   John Connor

             BUYER:
                  Air Products Helium, Inc.
                  7201 Hamilton Boulevard
                  Allentown, PA 18195-1501
                  Attention: Corporate Secretary

                                       23
<PAGE>


Notices and other  writings  given under this Section 15.1 shall be deemed given
effective the third  business day  following the date of deposit  thereof in the
United States Mail or with a recognized overnight courier.

     15.2 Other  Communications.  All communications  given under this Agreement
other than those  Notices  governed  by Section  15.1 shall be given in a manner
such that the  communication  is likely to be received  in a timely  manner by a
responsible representative of the receiving Party.

     15.3  Change in Address.  Either  Party shall have the right at any time to
Notify the other in writing of a  different  address to which  Notices are to be
sent under Section 15.1.

     15.4 Statements and Billings. All statements and billings to be given under
this Agreement shall be in writing and shall be delivered or sent to the Parties
at the above-  stated  addresses by regular  U.S.  Mail,  postage  prepaid or as
otherwise agreed by the Parties.

     15.5  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which  shall  have  full  force and  effect  and shall be
equally binding on the Parties.

                                       24
<PAGE>


                                   ARTICLE XVI
                                  GOVERNING LAW
                                  -------------

     This  Agreement,  both  as to  interpretation  and  performance,  shall  be
governed  by the laws of the State of  Colorado,  without  giving  effect to its
conflict of laws provisions.

     IN  WITNESS  WHEREOF,   the  Parties  have  caused  their  duly  authorized
representatives to execute this Agreement in duplicate copies,  each an original
for all purposes, as of the date and year first above written.

KEYES HELIM COMPANY, LLC                           AIR PRODUCTS HELIUM, INC.
By: /s/ Donald J. Zinko                            By:  [Signature Illegible ]
    --------------------------------                    ----------------------
    Donald J. Zinko                                Name: ________________
    Chair, Managers' Committee                     Title: __________________
                                       25
<PAGE>