**Exhibit
10.17**
 **CONFIDENTIAL
TREATMENT**
 
 
 [Logo]
 
 
 **Air
Products and Chemicals, Inc.**
 7201
Hamilton Boulevard
 Allentown,
PA 18195-1501
 Telephone
(610) 481-4911
 
 Amendment
No. 1
 
 This
Amendment Number 1 (the **“Amendment”)** is made
as of the 30th day of January 2004 by and between Air Products and Chemicals,
Inc. **(“Buyer”),** and Keyes
Helium Company, LLC ( **“Seller”** ).
 
 **Whereas** , Buyer
and Seller are parties to that Contract for Sale and Purchase of Liquid Helium
as Amended and Restated dated as of 1 January 1999 (the **“Original
Contract”** ), under
which Seller is obligated to sell to Buyer, and Buyer is obligated to purchase
from Seller, all liquid helium processed at Seller’s Facility (as defined in the
Original Contract) (capitalized terms used in this letter agreement but not
defined herein shall have the meanings given them in the Original Contract);
and
 
 **Whereas** , Seller
is currently contemplating upgrades and repairs to Seller’s Facility, which
repairs and upgrades, if undertaken, would be provided by Buyer under a separate
contract for the compensation rates stated therein; and
 
 **Whereas** , the
parties now desire to make certain amendment to the Original Contract to provide
for the sale of crude helium by Seller to Buyer, to amend the price re-openers,
to facilitate payments for said repairs and upgrades to Seller’s Facility, and
make certain other changes.
 
 **Now**  **Therefore,** in
consideration of the mutual promises of the parties set forth below and for
other for good and valuable consideration, the receipt of which is hereby
acknowledged, Buyer and Seller, intending to be legally bound, hereby agree as
follows:
 
 
 **1.**  **Amendments
to Original Agreement.** The
Original Agreement is hereby amended as follows:
 
 (a)  Article 1
is hereby amended to add the following definitions are added in the correct
alphabetical location:
 
 “ **Capacity
Limitation**  **Crude”** means
crude helium owned by Seller
 in excess
of that, which can be refined at Seller’s Facility as set forth in the
 Original
Agreement Article 2.3 as the capacity limitation.
 
 
 “ **Facility
Services**  **Agreement”** means the
contract entered into by Seller and Buyer under which Buyer, during calendar
year 2004, provides various upgrade and upgrade parts and services for Seller’s
Facility for a fee.
    **“Facility
Services Fee”** means the
total amount payable by Seller to Buyer under the Facility Services Agreement,
whether for fees, expenses or otherwise.
 
 **“Keyes
Crude”** means,
collectively, the Capacity Limitation Crude and the Outage Crude and Shutdown
Crude, if any.
 
 **“Outage
Crude”** means
crude helium owned by Seller that would typically be refined at Seller’s
Facility pursuant to Article 2 but cannot be due to Seller’s Facility’s
undergoing upgrades and repairs, including the Upgrades.
 
 **“Reimbursement
Period”** means the
period of time in which Seller is required to reimburse Buyer for the Facility
Service Fee, as set forth in Section 5.8.
 
 “ **Shutdown**  **Crude”** is
defined in Section 4.3.1.
 
 “ **Upgrades** ” meaning
the improvements and repairs that are to be made to Seller’s Facility in
calendar year 2004 under separate contract between Seller, as purchaser, and
Buyer, as provider, of the upgrade and repair services.”
 
 (b)
    Article
      4 is hereby amended to add the following new Sections to the end of
      such
 Article:
 
 “4.3 Crude
Helium Sales . Keyes
hereby agrees to sell to APCI, and APCI hereby agrees to purchase from Keyes,
for the applicable Crude Helium Price set forth in Section 5.7 , ** all
Outage Crude and all Capacity Limitation Crude. All Outage Crude sold hereunder
shall constitute “Sales Volumes” for purposes hereof. All deliveries of Keyes
Crude shall be FOB the BLM System or if the BLM System is unavailable, into
Buyer’s tube trailer at Seller’s Facility. Seller will provide Buyer, through
the BLM System, 1.02 units of Crude Helium for each unit of Liquid Helium
delivered into Buyer’s container from Keyes Crude.
 
 4.3.1 If
Seller at any time shuts down and does not restart Seller’s Facility, Buyer
shall be entitled to purchase Crude Helium from Seller in amounts equivalent to
that required to produce 160 MMcf per year of Liquid Helium (the “ **Shutdown
Crude”** ). **** The
purchase price for Shutdown Crude will equal the following:
 
 
 
 
 Up
      to and including 70 MMcf (Tier I volume)
    **[***********]**Greater
      than 70 MMcf (Tier II volume)
    **[***********]**
 
 The
Parties’ obligations with respect to Capacity Limitation Crude shall not be
 affected
by this Section 4.3.1, and shall continue as set forth in Section
4.1.
 
 4.4 Security
for  Facility
Services Fee Payment and Crude Helium Sales To
secure Seller’s obligations to Buyer hereunder, Seller hereby grants a
continuing security interest to Buyer in all Crude Helium Seller purchases under
contract from any seller of natural gas that contains Helium, whether or not
such Helium is to be processed, and if so, whether or not by Seller or by
another processor. Seller shall execute all documents, UCC filings and other
instruments and shall make all filings necessary or appropriate to make, perfect
and continue this security interest.”
 
 (c)  Article
5 is hereby amended by adding the following Sections to the end of such
Article:
 
 “5.7 ** Crude
Helium Price .
 
 5.7.1 The
purchase price payable by Buyer for Outage Crude shall equal the
following:
 
 Price
    
    Period
      of Plant Outage for APCI Conducted Work
 
 
 **[***********]**
    During
      Weeks 1-8**[***********]**
    During
      Weeks 9-12**[***********]**
    From
      and After Week 13
 
 The
metric for defining the applicable tier pricing window shall be Buyer’s repair
work completion exclusively on the helium purifier/liquefier cold box. Outage
Crude shall be additive to the Refined Helium volumes and contribute in the
calculation of APCI’s volume obligations for tier pricing
adjustments.
 
 5.7.2 ** The
purchase price for Capacity Limitation Crude shall equal **[***]** , which
price shall be escalated **[***]** each
year; provided, however, that the price for Capacity Limitation Crude shall be
subject to renegotiation effective 1 January 2009 and on each five
(5)-year ** anniversary
thereof, upon Notice by either Party to the other, given not later than fifteen
(15) ** months
prior to the 1 January on which the new price is to take effect. If the Parties
are unable to reach agreement prior to the 1 October immediately preceding the
date on which the new price is to take effect, after having conducted good-faith
negotiations with respect to the modification of the then-current price of
Capacity Limitation Crude, either Party shall have the right to terminate the
provisions of this Agreement that address the sale of Capacity Limitation Crude
by Seller to Buyer, but such termination shall not affect any other provision,
or terminate any other obligation, of this Agreement.
 
 ________________________
Certain
confidential information has been omitted from this exhibit and filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934. Brackets surrounding asterisks on this page in
this exhibit denote the omission.
 5.8  Facility
Services Fee Payment . If the
Parties have entered into the Facility Services Agreement and Seller elects to
make payment of the Facility Services Fee by delivery of Helium to Buyer, Buyer
agrees to accept payment thereunder in accordance with the following
schedule:
 
 
  
 **Facility
      Services Fee**
    **Reimbursement
      Period****[********]**
    No
      longer than six (6) months**[********]**
    No
      longer than twelve (12) months**[********]**
    No
      longer than eighteen (18) months**[********]**
    Parties
      to discuss
 
 Buyer
shall receive a reimbursement payment or credit equivalent to **[***]** purchased by Buyer hereunder until all amounts owed by Seller to Buyer under the
Facility Services Agreement have been paid to Buyer. Seller shall elect to
handle the credit by (i) deducting the amount of the credit from the invoice
presented to Buyer or (ii) making a cash payment within fifteen (15) ** days of
the end of each month for which the credit is due of the amount of the credit
calculated for such month. Seller may, at any time, elect to make a lump sum
cash payment for the full, unpaid portion of the Facility Services Fee, at which
point Buyer’s credit under this Section 5.8 would end; provided however, that if
for any reason such lump sum payment was required to be returned to Seller or
another person, Buyer would have the right to restart the credit to recoup the
Facility Services Fee. Further, in the event that Seller is constrained from
processing feedstock volumes through no fault of its own, which precludes it
from meeting its payment obligations within the prescribed timeframe, Seller and
Buyer shall meet and negotiate in good faith a mutually acceptable payment
program to address any payment shortfalls. During such good faith negotiation,
Seller shall not be subject to claims of breach or default; provided, however
the negotiations shall not extend beyond forty-five (45) days.”
 
 (d)  Section
5.6 ** is hereby
amended to extend the dates “1 January 2009” and “1 January 2014,” and each
related Notice and negotiation date previous thereto, by an amount of time equal
to the Reimbursement Period.
 
 **2.**  **Confirmation.** Except as
expressly set forth herein, all of the terms and conditions of the Original
Agreement shall remain unchanged and continue to be in full force and effect and
are hereby ratified and confirmed by Seller and Buyer.
 
 **3.**  **Counterparts.** This
Amendment may be executed in any number of counterparts, and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.
 
 **4.**  **Governing
Law.** This
Amendment, both as to interpretation and performance, shall be governed by the
laws of the State of Colorado without giving effect to its conflict of law
provisions.
 
   ________________________
Certain
confidential information has been omitted from this exhibit and filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934. Brackets surrounding asterisks on this page in
this exhibit denote the omission.1686287-1
  
 **IN
WITNESS WHEREOF** , **** Seller
and Buyer have caused this Amendment to be executed as of the date first set
forth above.
 
 
 **Keyes
      Helium Company, LLCAir Products and Chemicals,
    Inc.**
    **By
      Nathaniel Energy Corporation**By:/s/
      George Cretecos
      Name:
      George Cretecos
      Title:
      Chief Operating Officer
    By:/s/
      Wayne A Hinman
      Name:
      W A Hinman
      Title:
      Vice President - Americas