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                  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.


<PAGE>


               "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


<PAGE>


          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.

          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:


<PAGE>

           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.


<PAGE>




     IN WITNESS  WHEREOF,  Seller and Buyer have  caused  this  Amendment  to be
executed as of the date first set forth above.


Keyes Helium Company, LLC                       Air Products and Chemicals, Inc.
By Nathaniel Energy Corporation


By: /s/ George Cretecos                         By: /s/ Wayne A Hinman
    -------------------                             ----------------------------
Name:    George Cretecos                        Name: W A Hinman
Title:   Chief Operating Officer                Title: Vice President - Americas