THIRD AMENDING AGREEMENT
                                 NOVEMBER 1, 1997
Between

                          SAN DIEGO GAS & ELECTRIC COMPANY, a 
                          California corporation with its 
                          principal office of business in San 
                          Diego, California ("SDG&E")

                                   - and -

                          HUSKY OIL OPERATIONS LTD., an Alberta 
                          corporation with its principal place of 
                          business in Calgary, Alberta ("HOOL") 
                          and HUSKY GAS MARKETING INC., a Delaware 
                          corporation with its principal place of 
                          business in Calgary, Alberta ("HGMI") 
                          (collectively, "Seller")

Whereas:

1.   SDG&E and HOOL are parties to a Natural Gas Purchase 
     Agreement made as of March 12, 1991 as amended by an Amending 
     Agreement made effective as of November 1, 1994 and a Second 
     Amending Agreement made effective as of January 1, 1997 
     ("Agreement"); and

2.   the parties wish to amend the Agreement in the manner 
     hereinafter set forth and to include HGMI as a party to the 
     Agreement.

Now therefore in consideration of the premises and the mutual 
covenants herein contained, the parties agree as follows:

1.   The terms and expressions which are defined in the Agreement 
     shall have the same meanings where used in this Third 
     Amending Agreement.

2.   Section 1.1 is amended to add the following as clauses to 
     Section 1.1:

     (a-1)  "Assigned ANG Transportation" means, initially, the 
             firm transportation service described in clause 
             1.1(ii)(1), subject to any reduction which occurs 
             from time to time when Seller assigns all or

                              - 1 -



<PAGE>

             any portion of such service to SDG&E pursuant to any 
             term of this Agreement;

     (a-2)  "Assigned PGT Transportation" means, initially, the 
             firm transportation service described in clause 
             1.1(ii)(2), subject to any reduction which occurs 
             from time to time when Seller assigns all or any 
             portion of service to SDG&E pursuant to any term of 
             this Agreement;

     (a-3)  "Assigned PG&E Transportation" means, initially, the 
             transportation service described in clause 
             1.1(ii)(3), subject to any reduction which occurs 
             from time to time when Seller assigns all or any 
             portion of such service to SDG&E pursuant to any term 
             of this Agreement;

     (a-4)  "Assignment Transporters" means, collectively, ANG, 
             PGT and PG&E and "Assignment Transporter" means any 
             one of them, as the context requires;

     (k-1)  "Demand Charges" means amounts payable from time to 
             time by a shipper to a pipeline entity pursuant to 
             contract or as may be mandated to be paid by any 
             regulatory body or agency or by legislation or 
             regulations, to reserve and maintain the right to 
             transport quantities or volumes of gas on a firm 
             basis for an agreed-to period of time on a pipeline 
             and which are payable irrespective of actual 
             quantities or volumes shipped including, without 
             limitation, any amounts chargeable to a shipper's 
             account as costs, charges, surcharges, or levies for 
             that firm service entitlement;

     (y-1)  "Netback Price" means the Contract Price less Seller's 
             Unit Transportation Costs;
    (ee-1)  "Reassignment Date" means the earlier of (i) the date 
             that the temporary assignments referred to in the 
             definition of Seller's Transportation have terminated 
             and Seller's Transportation has reverted to SDG&E, 
             and (ii) the date that all of Seller's Transportation 
             has been reassigned by Seller to SDG&E pursuant to 
             this Agreement.

3.   Section 1.1 is further amended as follows:

     (a)  Subsection 1.1(j) is amended to (1) delete the 
          references to "Mountain Standard Time" and "Mountain 
          Daylight Time" and to replace those references with 
         "Pacific Standard Time" and "Pacific

                              - 2 -



<PAGE>

          Daylight Time", respectively, (2) delete the reference 
          to "NOVA" and to replace reference with "PG&E", and (3) 
          delete each reference to "8:00 o'clock a.m." and to 
          replace those references with "12:00 midnight".

     (b)  Subsection 1.1(k) is deleted and replaced with the 
          following:

         "Delivery Point" shall mean the interconnection of the 
          facilities of PG&E and SoCal on the upstream side of 
          Wheeler Ridge or such other point as is mutually agreed 
          to by the parties pursuant to Section 8.3;

     (c)  Subsection 1.1(v) is deleted and replaced with the 
          following:

         "Maximum Daily Quantity" or "MDQ" shall mean (prior to 
          the Authorization Date) the lesser of:

         (1)           ABC Heat Value Equivalent
               __________________________________________________
              (1 + ANG Fuel%) x (1 + PGT Fuel%) x (1 + PG&E Fuel%)

                                 and

         (2)  the firm delivery capacity available under the 
              Assigned PG&E Transportation on that Day reduced by 
              PG&E's line loss percentage in effect for that Day 
              pursuant to PG&E's tariff and increased or reduced 
              to reflect any reduction or increase respectively in 
              PG&E's fuel gas ratio for that day (pursuant to 
              PG&E's tariff) below or above 1.11%.

                                 and

             "Maximum Daily Quantity" or "MDQ" shall mean 
             (following the Authorization Date) the lesser of:

         (1)           ABC Heat Value Equivalent
                  _____________________________________
                 (1 + ANG Fuel%) x (1 + PGT Fuel%) x (1)

                                 and

         (2)  the firm delivery capacity available under the 
              Assigned PG&E Transportation on that Day.

         Where:

                              - 3 -



<PAGE>

             "ABC Heat Value Equivalent" means, for each Day, the 
              Heating Value of 619.8 103m3 of gas determined at 
              the interconnection of the NOVA and ANG systems at 
              the Alberta-British Columbia border calculated 
              using NOVA's weighted average heating value for all 
              gas delivered to that point on that Day (expressed 
              in MMBtus using the conversions in Section 21.3).

             "ANG Fuel %" means, for each Day, the fuel gas ratio 
              in effect for that Day pursuant to ANG's tariff 
              expressed as a decimal number (i.e., an ANG fuel 
              ratio of 1.6% is converted to ".016" before being 
              used in the denominator of the formula in paragraph 
              1.1(v)(1)).

             "PGT Fuel %" means, for each Day, the fuel gas ratio 
              in effect for that Day pursuant to PGT's tariff 
              expressed as a decimal number (i.e., a PGT fuel 
              ratio of 3% is converted to ".03" before being used 
              in the denominator of the formula in paragraph 
              1.1(v)(1)).

             "PG&E Fuel %" means, for each Day, the fuel gas 
              ratio in effect for that Day pursuant to PG&E's 
              tariff expressed as a decimal number (i.e., a PG&E 
              fuel ratio of 1.11% is converted to ".0111" before 
              being used in the denominator of the formula in 
              paragraph 1.1(v)(1)).

             "Authorization Date" means the date that the 
              amendment dated December 10, 1996 between PG&E and 
              SDG&E (which amends SDG&E's Firm Transportation 
              Service Agreement dated December 31, 1991, as 
              amended March 18, 1994) becomes effective following 
              the receipt of all required approvals from the CPUC 
             (such amendment being more particularly described in 
              PG&E's Advice 2003-G dated January 31, 1997 to the 
              CPUC).

     (d)  Subsection 1.1(aa) is amended to delete the words "the
          MDQ into the NOVA system and deliver the MDQ to the 
          Delivery Point" and to replace those words with the
          following:

          into the NOVA system the volume of gas required for NOVA
          to deliver 619.8 103m3 of gas each Day to the inter-
          connection of the NOVA and ANG systems at the Alberta-
          British Columbia border, such volume to be proportion-
          ately reduced by each decrease in the MDQ pursuant to 
          this Agreement;

     (e)  Subsection 1.1(gg) is amended to delete the reference to
         "SDG&E's Transporters" from the fourth line and to 
          replace that term with "ANG, PGT and PG&E".

                              - 4 -



<PAGE>

     (f)  Subsection 1.1(ii) is deleted and replaced with the 
          following:

         "Seller's Transportation" means, collectively:

          (1)  ANG FS-1 transportation service for firm delivery 
               capacity at Kingsgate, British Columbia of 610 
               103m3 per day;

          (2)  PGT T-3 transportation service for firm delivery 
               capacity at Malin, Oregon of 21,323 MMBtus per day;
               and

          (3)  PG&E Line 401 transportation service for firm 
               delivery capacity at Kern River Station of 21,089 
               MMBtus per day,

          which has been temporarily assigned by SDG&E to Seller 
          for the period from November 1, 1997 to August 1, 2003, 
          subject to earlier reassignment (in whole or in part) by 
          Seller to SDG&E from time to time pursuant to the terms 
          of this Agreement;

     (g)  Subsection 1.1(jj) is deleted and replaced with the 
          following:

         "Seller" means, collectively, HOOL and HGMI except when 
          the context requires that "Seller" refer to only one of 
          HOOL and HGMI;

     (h)  Subsection 1.1(kk) is deleted and replaced with the 
          following:

         "Seller's Unit Transportation Costs" has the meaning 
          ascribed to this term in Section 6.1;

     (i)  Subsection 1.1(11) is deleted and replaced with the 
          following:

         "Seller's Regulatory Authorities" means each federal, 
          provincial, state and local government agency or other
          authority in Canada and in the United States, which has 
          jurisdiction over the sale and removal from Alberta, the 
          export from Canada, the import into the United States, 
          and transportation on Seller's Transportation, of gas 
          to be sold and purchased hereunder including, without 
          limitation, the Alberta Energy and Utilities Board, the 
          National Energy Board of Canada, the Alberta and federal 
          Governors-in-Council, the Office of Fossil Energy of the 
          United States Department of Energy, the Federal Energy 
          Regulatory Commission and the California Public 
          Utilities Commission.

                              - 5 -



<PAGE>

4.   Section 1.3 is amended to delete the reference to "Mountain 
     Standard Time ("MST")" and to replace that reference with 
    "Pacific Standard Time ("PST")".

5.   Article II is amended to delete Sections 2.1-2.7 inclusive, 
     to replace those sections with the following Sections 2.1-
     2.5, and to re-title the Article "Seller's Transportation":

     2.1  TRANSPORTATION MAINTENANCE OBLIGATIONS

     Seller covenants, represents and warrants to SDG&E that:

     (a)  Seller shall use Seller's Transportation to deliver gas 
          to SDG&E in accordance with Seller's obligations under 
          this Agreement;

     (b)  until the Reassignment Date and subject to SDG&E's 
          performance of its obligations under Section 2.2, Seller 
          shall maintain the Seller's Transportation in good 
          standing including, without limitation, Seller shall be 
          responsible for and timely pay to the Assignment 
          Transporters all amounts which are due or become due 
          under the Seller's Transportation from time to time and 
          perform all of the other obligations of the shipper 
          relating to that transportation service;

     (c)  Seller shall promptly reassign Seller's Transportation 
          to SDG&E when required pursuant to this Agreement;

     (d)  Seller shall not amend, encumber, assign, broker, 
          terminate, allow to terminate or expire, surrender, 
          release, waive non-performance under, or in any other 
          way modify or alienate its interest in any of Seller's 
          Transportation except as first approved in writing by 
          SDG&E;

     (e)  Seller shall promptly provide SDG&E with copies of all 
          notices and other communications of any kind whatsoever 
          given to any Assignment Transporter by Seller or 
          received by Seller from any Assignment Transporter 
          including, without limitation, invoices, non-payment 
          notices, and other reports or other information provided 
          by any of the Assigned Transporters and required or 
          reasonably requested by SDG&E from time to time but 
          excluding other day-to-day nomination notices and 
          nomination confirmations and the PG&E 120 daily Report 
         (Scheduled Transactions) (and any replacements or 
          substitutions for that Report) except when specifically 
          requested by SDG&E from time to time;

                              - 6 -



<PAGE>

     (f)  Seller shall keep SDG&E timely informed of all material 
          matters relating to each of Seller's Transportation 
          agreements; and

     (g)  SDG&E shall have the right, from time to time, to review 
          Seller's records which pertain to the administration and 
          operation of Seller's Transportation.

     For the purposes of certainty, it is understood that Seller's 
     Transportation contains the specific firm capacity rights 
     described in paragraphs 1.1(ii)(l)-(3) (in the definition of 
     Seller's Transportation) and Seller's firm capacity rights on 
     each of the Assignment Transporters pursuant to the Seller's 
     Transportation shall not be increased or reduced in the event 
     SDG&E either takes additional capacity on any Assignment 
     Transporter or releases or otherwise disposes of any of its 
     other existing firm service capacity on any of the Assignment 
     Transporters.

     2.2  PIPELINE FINANCIAL ASSURANCES

     SDG&E shall maintain in effect, with the Assignment 
     Transporters, all financial assurances and arrangements 
     ("SDG&E Assurances") which SDG&E currently has in place with 
     each of the Assignment Transporters (to the extent each 
     Assignment Transporter continues to require the continuation 
     of the SDG&E assurances). Seller shall be responsible for
     timely providing and maintaining, at its sole expense, any 
     financial assurances and arrangements (including letters of 
     credit) which are required by any of the Assignment 
     Transporters in addition to the SDG&E assurances but only if 
     those additional assurances would not be required to be 
     provided by SDG&E if SDG&E had remained as the sole shipper 
     of record under the applicable Seller's Transportation. If 
     additional financial assurances are requested of Seller by 
     any Assignment Transporter, SDG&E shall provide those 
     additional financial assurances if SDG&E would have been 
     required to provide those additional assurances had it 
     remained the sole shipper of record under Seller's 
     Transportation.

     2.3  TRANSPORTATION INDEMNITY

     (a)  Seller agrees to and shall at all times indemnify and 
          save harmless SDG&E, and SDG&E's directors, officers, 
          employees and agents (collectively the "SDG&E 
          Indemnitees") from and against any and all:

         (i)  claims, demands, liabilities, actions and 
              prosecutions of any nature or kind whatsoever which 
              may be asserted, made or brought against the SDG&E 
              Indemnitees, or any of them; and

         (ii) losses, damages, and expenses of any nature or kind 
              whatsoever which may be incurred, suffered or 
              sustained by the SDG&E Indemnitees, or any of them,

          to the extent directly or indirectly resulting from, 
          contributed by or attributable to any breach by Seller 
          of any of its obligations under this Article.

     (b)  For purposes of certainty, it is agreed that the parties 
          comprising Seller shall be jointly and severally liable 
          for the performance of all obligations in respect of 
          each of Seller's Transportation agreements and the 
          indemnification in subsection 2.3(a) notwithstanding 
          that only one party comprising Seller is a party to each 
          of Seller's Transportation agreements.

     (c)  SDG&E agrees to and shall at all times indemnify and 
          save harmless Seller, and Seller's directors, officers, 
          employees and agents (collectively, the "Seller's 
          Indemnitees") from and against any and all:

          (i)  claims, demands, liabilities, actions and 
               prosecutions of any nature or kind whatsoever which 
               may be asserted, made or brought against the 
               Seller's Indemnitees, or any of them; and

         (ii)  costs, losses, damages, and expenses of any nature 
               or kind whatsoever which may be incurred, suffered 
               or sustained by the Seller's Indemnitees, or any of 
               them,

          to the extent directly or indirectly resulting from, 
          contributed by or attributable to any breach by SDG&E of 
          any of its obligations under this Article.

     2.4  TRANSPORTATION DEFAULT

     (a)  In the event Seller defaults in any of its obligations 
          under this Article, SDG&E shall have the right (but not 
          the obligation) to require that Seller reassign Seller's 
          Transportation to SDG&E and take all other steps as are 
          reasonably required to terminate the temporary 
          assignments (described in the definition of Seller's 

                              - 8 -



<PAGE>

          Transportation) in order for SDG&E to be recognized by 
          the Assignment Transporters as the sole shipper of 
          record in respect of Seller's Transportation. Upon 
          receipt of a notice from SDG&E identifying Seller's 
          default and requiring the return of all of Seller's 
          Transportation, Seller shall promptly take all steps 
          required to cause the return of Seller's Transportation 
          to SDG&E. For purposes of certainty, SDG&E shall be 
          entitled to require the return of all of Seller's 
          Transportation even though Seller's default may pertain 
          to less than all of the Assignment Transporters.

     (b)  Effective upon the return of Seller's Transportation to 
          SDG&E, Seller and SDG&E shall, from and after that date, 
          continue to sell and purchase gas for the remainder of 
          the term in Section 3.1 (subject to any other rights or 
          remedies available to SDG&E arising from Seller's non-
          performance of any of its obligations under this 
          Article) upon the terms of the original Natural Gas 
          Purchase Agreement made as of March 12, 1991 as amended 
          by the Amending Agreement made effective as of November 
          1, 1994 and the Second Amending Agreement made effective 
          as of January 1, 1997 ("original arrangements"). To the 
          extent any dispute arises in respect of any matter when 
          returning to the original arrangements, either party 
          shall be entitled to refer the matter to a single 
          arbitrator and the decision of the arbitrator shall be 
          binding upon the parties. The arbitration shall be 
          conducted pursuant to the provisions of Section 11(d) of 
          Appendix A to the original arrangements which shall 
          apply, mutatis mutandis, to any arbitration conducted 
          pursuant to this provision. The parties shall use all 
          reasonable efforts to continue performing their 
          respective obligations under this Agreement during any 
          such arbitration proceedings and to make all required 
          adjustments following the receipt of the arbitrator's 
          decision retroactive to the date that Seller's 
          Transportation was returned to SDG&E.

     (c)  In the event of a default by Seller in any payment 
          obligation pertaining to any of Seller's Transportation,  
          SDG&E shall be entitled (but not obligated) to make any 
          overdue payment to maintain Seller's Transportation in 
          good standing (without limiting its rights under this 
          Article) and to set off any such payment against any 
          amount then or thereafter payable by SDG&E to Seller 
          under this Agreement.

                              - 9 -



<PAGE>

     2.5  EARLY TRANSPORTATION REVERSION

     (a)  In the event that this Agreement terminates prior to 
          August 1, 2003, Seller shall promptly reassign Seller's 
          Transportation to SDG&E and take all other steps as are 
          reasonably required to terminate the temporary 
          assignments (referred to in the definition of Seller's 
          Transportation) in order that SDG&E is recognized by the 
          Assignment Transporters as the sole shipper of record. 

6.   Subsection 3.1(b) is amended to delete "and (d)" from the 
     first line of that subsection.  In addition, subsections 
     3.1(c) and (d) are deleted and replaced with the following:

     (c)  If Seller is unable to obtain the long term import 
          authorization (referred to in subsection 12.1(c)) by 
          September 1, 1998, then and promptly following that 
          date, Seller shall take all necessary steps to re-assign 
          the Seller's Transportation to SDG&E effective as of 
          November 1, 1998 and to otherwise ensure that, as of 
          November 1, 1998, SDG&E is recognized by the Assignment 
          Transporters as the sole shipper of record in respect of 
          Seller's Transportation.  Without limiting the 
          generality of the foregoing, Seller shall take all steps 
          as are reasonably required to terminate the temporary 
          assignments (described in the definition of Seller's 
          Transportation).  All such action shall be taken in a 
          timely manner, taking into account the advance notice 
          requirements of each of the Assignment Transporters, to 
          ensure that SDG&E will be able to place nominations with 
          the Assignment Transporters for November 1, 1998. 
          Effective upon the return of Seller's Transportation to  
          SDG&E, Seller and SDG&E shall, from and after that date, 
          continue to sell and purchase gas for the remainder of 
          the term set out in Section 3.1 (subject to any other 
          rights or remedies available to SDG&E arising from 
          Seller's non-performance of any of its obligations) upon 
          the terms of the original arrangements (as that term is 
          defined in subsection 2.4(b)).  For the purposes of 
          effecting such purchases and sales from and after 
          November 1, 1998:

         (i)  Seller shall continue to use its long term removal 
              permit originally obtained by Seller for the 
              purposes of this Agreement (prior to the 
              Commencement of Firm Deliveries) to remove gas from
              Alberta for delivery to SDG&E; and 

                              - 10 -



<PAGE>

        (ii)  SDG&E shall continue to use the long term export 
              licence originally obtained by the parties (on a 
              joint basis) and the long term import authorization 
              originally obtained by SDG&E, in each case for the 
              purposes of this Agreement (prior to the 
              Commencement of Firm Deliveries).  

7.   Article III is amended to add the following as Sections 3.4, 
     3.5 and 3.6:

     3.4  The parties entered into the Third Amending Agreement 
          (dated as November 1, 1997) to this Agreement ("Third 
          Amendment") with the understanding that the assignment 
          of the Seller's Transportation to Seller and the 
          management and use of that transportation service by 
          Seller will enable Seller to share increased revenues 
          and other benefits (over and above those that Seller 
          would have  obtained had the Seller's Transportation 
          remained with SDG&E and the parties performed their 
          obligations and obtained the benefits provided for under 
          the original arrangements, as defined in subsection 
          2.4(b)).  If at any time SDG&E determines, acting  
          reasonably, that Seller is failing to perform in 
          accordance with its obligations hereunder including, 
          without limitation, its obligation to mitigate demand 
          charges payable to the Assignment Transporters, or any 
          of them, for unutilized transportation capacity, then 
          SDG&E shall be entitled to forward a notice ("Election") 
          to Seller electing to terminate the Third Amendment.  
          Upon receipt of the Election, Seller shall take all 
          necessary steps to re-assign the Seller's Transportation 
          to SDG&E and otherwise ensure that, as of the first day 
          of the third month following the month that Seller 
          receives the Election, SDG&E is recognized by the 
          Assignment Transporters as the sole shipper of record in 
          respect of the Seller's Transportation.  Without 
          limiting the generality of the foregoing, Seller shall 
          take all steps as are reasonably required to terminate 
          the temporary assignments (described in the definition 
          of Seller's Transportation).  All such actions shall be 
          taken in a timely manner, taking into account the 
          advance notice requirements of each of the Assignment 
          Transporters to ensure that SDG&E will be able to place 
          nominations with the Assignment Transporters on the 
          first day of the aforementioned third month (following 
          the month that Seller receives the Election).  Effective 
          upon the return of the Seller's Transportation to SDG&E, 
          Seller and SDG&E shall, from and after that date, 
          continue to sell and purchase gas for the remainder of 
          the term set out in Section 3.1 upon the terms of the 
          original arrangements (and the Third Amendment shall 
          thereafter cease to have any force or effect). 

                              - 11 -



<PAGE>

     3.5  If at any time Seller determines, acting reasonably, 
          either that:

          (a)  it has not been able to generate sufficient 
               increased revenues and other benefits as a result 
               of managing and using Seller's Transportation (in 
               accordance with the understanding as expressed in 
               the first sentence of Section 3.4); or

          (b)  SDG&E has repeatedly failed to act in a reasonable 
               manner when considering whether to accept 
               Opportunities presented by Seller to SDG&E under 
               Section 4.4 (excluding from that determination any 
               Opportunities rejected by SDG&E for any of the four 
               reasons cited in subsection 4.4(c)), 

          then Seller shall be entitled to forward a notice 
          ("Assignment Notice") to SDG&E electing to terminate the 
          Third Amendment effective as of the first day of the 
          third month following the month that SDG&E receives the 
          Assignment Notice.  Upon SDG&E's receipt of the 
          Assignment Notice, Seller shall take all necessary steps 
          to reassign the Seller's Transportation to SDG&E and 
          otherwise ensure that, as of the first day of the third 
          month following the month that SDG&E receives the 
          Assignment Notice, SDG&E is recognized by the Assignment 
          Transporters as the sole shipper of record in respect of 
          the Seller's Transportation.  The last three sentences 
          of Section 3.4 shall apply, mutatis mutandis, to this 
          provision. 

     3.6  To the extent any dispute arises in respect of any 
          matter when returning to the original arrangements 
         (pursuant to subsection 3.1(c), Section 3.4 or Section 
          3.5), either party shall be entitled to refer the matter 
          to a single arbitrator and the decision of the 
          arbitrator shall be binding upon the parties.  The 
          arbitration shall be conducted pursuant to the 
          provisions of Section 11(d) of Appendix A to the 
          original arrangements which shall apply, mutatis 
          mutandis, to any arbitration conducted pursuant to this 
          provision.  The parties shall use all commercially 
          reasonable efforts to continue performing their 
          respective obligations under this Agreement during any 
          such arbitration proceedings and to make all required 
          adjustments following the receipt of the arbitrator's 
          decision retroactive to the date that Seller's 
          Transportation was returned to SDG&E.

8.   Section 4.2(a) is amended to delete the words "less an amount 
     equal to any `elected capacity' pursuant to subsection 4.4(b) 
     for such Months.".

                              - 12 -



<PAGE>

9.   Clause 4.2(b)(1) is deleted and replaced with the following:

     (i)  the Netback Price less

10.  The last sentence of subsection 4.2(b) is amended to delete 
    "the weighted average heat content of all gas received in 
     such Month by SDG&E at the Delivery Point" and to replace 
     those words with the following:

     NOVA's weighted average heating value for the Month for all 
     gas delivered by NOVA for the Month at the interconnection of 
     the NOVA and ANG systems at the Alberta-British Columbia 
     border

11.  Subsection 4.2(d) is amended to delete the reference to 
    "paragraphs 4.2(a)(i) and (ii)" and to replace that reference 
     with "subsections 4.2(a) and (b)".

12.  Subsection 4.2(e) is amended to add the following additional 
     sentences:

     If Seller elects to reduce the MDQ pursuant to this 
     subsection, Seller shall have the one time option of 
     reassigning to SDG&E a proportionate share of Seller's 
     Transportation, such proportionate share to be equal to the 
     proportionate reduction in the MDQ elected by Seller. 
     Seller's election to assign such share of Seller's 
     Transportation must be specified in the aforesaid notice to 
     SDG&E (in which Seller elects to reduce the MDQ). For 
     purposes of certainty, any election to reassign 
     transportation service to SDG&E must include a proportionate 
     share of Seller's capacity on all three of the Assignment 
     Transporters. If Seller does not elect to reassign such share 
     of Seller's Transportation to SDG&E (when Seller has elected 
     to reduce the MDQ), then SDG&E shall have the option to 
     require that Seller assign such proportionate share of 
     Seller's Transportation to SDG&E. SDG&E's option must be 
     exercised within 60 days of receipt of Seller's notice 
     electing to reduce the MDQ. In the event SDG&E elects to 
     obtain that transportation service, Seller shall promptly 
     take all steps required to cause the return of that 
     proportionate share of Seller's Transportation to SDG&E. If 
     Seller does not elect to reassign, and SDG&E does not elect 
     to acquire, such proportionate share of Seller's 
     Transportation, Seller shall assume all Demand Charge 
     obligations and other liabilities in respect of that 
     transportation service for the remainder of the term of this 
     Agreement and SDG&E's obligation under Section 4.3 shall be 
     reduced accordingly.

13.  Subsection 4.2(f) is deleted.

14.  Section 4.3 is deleted and replaced with the following:

                              - 13 -



<PAGE>

     4.3  TRANSPORTATION ADJUSTMENT PAYMENT

          Each month, SDG&E shall pay to Seller the amount of the 
          Transportation Adjustment Payment ("TAP") for the prior 
          Month calculated as follows:

          TAP = Unutilized ANG Service + Unutilized PGT Service + 
          Unutilized PG&E Service

          Where:

         "Unutilized ANG Service" for a Month means the monthly 
          Demand Charge payable in respect of the Assigned ANG 
          Transportation for that Month (converted to United 
          States dollars pursuant to Section 21.2) ("ANG Toll") 
          less the portion of the ANG Toll which is attributable 
          to:

          (a)  the sum of

               (i)  the aggregate quantity of gas (expressed in 
                    MMBtus) transported for or sold to a third 
                    party by Seller using all or a portion of the 
                    Assigned ANG Transportation during that Month,

                               plus

              (ii)  the aggregate quantity of fuel gas which is 
                    transported using the Assigned ANG 
                    Transportation and which is attributable to 
                    such third party volumes and sales,

                    such portion of the ANG Toll to be determined 
                    on a 100% load factor basis;

          (b)  the sum of:

               (i)  the aggregate quantity of gas (expressed in 
                    MMBtus) diverted for that Month under Section 
                    4.4, plus the aggregate quantity of gas 
                    (expressed in MMBtus) not delivered by Seller 
                    (when nominated by SDG&E) other than due to 
                    force majeure,

                                plus

                              - 14 -



<PAGE>

              (ii)  the aggregate quantity of fuel gas which would 
                    have been transported using the Assigned ANG 
                    Transportation if such aggregate withheld and 
                    undelivered quantities had been delivered to 
                    SDG&E during the Month,

                    such portion of the ANG Toll to be determined 
                    on a 100% load factor basis; and

          (c)  the sum of:

               (i)  the aggregate quantity of gas (expressed in 
                    MMBtus) which is delivered by Seller to SDG&E 
                    for the Month,

                                plus

              (ii)  the aggregate quantity of fuel gas which is 
                    transported using the Assigned ANG 
                    Transportation and which is attributable to 
                    gas delivered to SDG&E.

          "Unutilized PGT Service" for a Month means the monthly 
           Demand Charge payable in respect of the Assigned PGT 
           Transportation for that Month ("PGT Toll") less the 
           portion of the PGT Toll which is attributable to:

          (a)  the sum of:

              (i)  the aggregate quantity of gas (expressed in 
                   MMBtus) transported for or sold by Seller to a 
                   third party by Seller using all or a portion of 
                   the Assigned PGT Transportation during that 
                   Month,

                            plus

             (ii)  the aggregate quantity of fuel gas which is 
                   transported using the Assigned PGT 
                   Transportation and which is attributable to 
                   such third party volumes and sales,

                   such portion of the PGT Toll to be determined 
                   on a 100% load factor basis;

          (b)  the sum of:

                              - 15 -



<PAGE>

              (i)  the aggregate quantity of gas (expressed in 
                   MMBtus) diverted for that Month under Section 
                   4.4, plus the aggregate quantity of gas 
                   (expressed in MMBtus) not delivered by Seller 
                   (when nominated by SDG&E) other than due to 
                   force majeure,

                           plus

             (ii)  the aggregate quantity of fuel gas which would 
                   have been transported using the Assigned PGT 
                   Transportation if such aggregate withheld and 
                   undelivered quantities had been delivered to 
                   SDG&E during the Month,

                   such portion of the PGT Toll to be determined 
                   on a 100% load factor basis; and

          (c)  the sum of:

               (i)  the aggregate quantity of gas (expressed in
                    MMBtus) which is delivered by Seller to SDG&E 
                    for the Month,

                           plus

              (ii)  the aggregate quantity of fuel gas which is 
                    transported using the Assigned PGT 
                    Transportation and which is attributable to 
                    gas delivered to SDG&E.

          "Unutilized PG&E Service" for a Month means the monthly 
           Demand Charge payable in respect of the Assigned PG&E 
           Transportation for that Month ("PG&E Toll") less the 
           portion of the PG&E Toll which is attributable to:

          (a)  the sum of:

               (i)  the aggregate quantity of gas (expressed in 
                    MMBtus) transported for or sold by Seller to a 
                    third party by Seller using  all or a portion 
                    of the Assigned PG&E Transportation during 
                    that Month,

                           plus

                              - 16 -



<PAGE>

              (ii)  the aggregate quantity of fuel gas which is 
                    transported using the Assigned PG&E 
                    Transportation and which is attributable to 
                    such third party volumes and sales,

                    such portion of the PG&E Toll to be determined 
                    on a 100% load factor basis;

          (b)  the sum of:

              (i)  the aggregate quantity of gas (expressed in
                   MMBtus) diverted for that Month under Section 
                   4.4, plus the aggregate quantity of gas 
                   (expressed in MMBtus) not delivered by Seller 
                   (when nominated by SDG&E) other than due to 
                   force majeure,

                         plus

             (ii)  the aggregate quantity of fuel gas which would 
                   have been transported using the Assigned PG&E 
                   Transportation if such aggregate withheld and 
                   undelivered quantities had been delivered to 
                   SDG&E during the Month,

               such portion of the PG&E Toll to be determined on a 
               100% load factor basis; and

          (c)  the sum of:

               (i)  the aggregate quantity of gas (expressed in 
                    MMBtus) which is delivered by Seller to SDG&E 
                    for the Month,

                          plus


              (ii)  the aggregate quantity of fuel gas which is 
                    transported using the Assigned PG&E 
                    Transportation and which is attributable to 
                    gas delivered to SDG&E.

           For purposes of certainty, if the parties agree at any 
           time and from time to time to deliver and receive gas 
           at an alternate delivery point pursuant to Section 8.3, 
           all such gas deliveries (including associated fuel gas 
           volumes) shall be included within paragraph (c) in each 
           of the definitions of "Unutilized ANG Service", 
          "Unutilized PGT Service" and "Unutilized PG&E Service" 
           notwithstanding that some portion of Seller's 
           Transportation may not have been required to

                              - 17 -



<PAGE>

          deliver those gas quantities to SDG&E. In addition, 
          SDG&E's obligation to Seller under this Section is 
          subject to further reduction pursuant to subsection 
          4.2(e) and Section 4.4.

15.  Section 4.4 is deleted and replaced with the following:

     4.4  SALES/TRANSPORTATION OPTIMIZATION

     (a)  If, from time to time:

          (i)  either party becomes aware of a potential or actual 
               opportunity (including opportunities developed by 
               that party or anticipated to be developable by that 
               party or the parties) which could be served or 
               otherwise taken advantage of using the assets which 
               are subject to this Agreement (including, without 
               limitation, Seller's firm gas supply, Seller's 
               Transportation, SDG&E's SoCal transportation 
               service and Seller's NOVA firm service) 
               ("Opportunity"); and

         (ii)  the Opportunity could reasonably be expected to 
               increase revenues or create other benefits for the 
               parties (after taking into account the sharing 
               arrangements in subsection 4.4(d)) in excess of the 
               revenues and benefits which would otherwise accrue 
               to each of the parties if the parties simply 
               continued to perform their respective commitments 
               under this Agreement,

          then that party shall timely notify the other party of 
          the Opportunity, which notice shall contain reasonably 
          detailed particulars of the Opportunity including, 
          without limitation, the term of the arrangement, the 
          adverse effect on the rights and other benefits of each 
          party under this Agreement, any additional obligations 
          associated with the Opportunity, and the anticipated 
          benefits which would be expected to accrue from the 
          Opportunity. Opportunities could include, but are not 
          limited to, the delivery of gas to alternate delivery
          points whether to SDG&E or a third party, third party 
          gas purchase and sale arrangements (including, without 
          limitation, peaking sales), exchanges, swaps, the 
          brokering of pipeline capacity (including, without 
          limitation, temporary assignments), buy/sell 
          arrangements, combinations of any of the foregoing or 
          other opportunities.

                              - 18 -



<PAGE>



     (b)  If:

          (i)  each party identifies an Opportunity, all or any 
               portion of which would be in effect during the same 
               period of time; and

         (ii)  both such Opportunities cannot be accommodated at 
               the same time using the assets which are subject to 
               this Agreement,

               then the parties will only consider implementing 
               the Opportunity which is anticipated to provide the 
               greater level of benefits (after taking into 
               account subsection 4.4(d)).

     (c)  The parties must jointly agree to accept any Opportunity 
          which would alter any of a party's rights, benefits and 
          obligations under this Agreement. A party's approval to 
          any Opportunity may be arbitrarily withheld if (1) that 
          party has reasonable cause for believing that the 
          Opportunity will not provide sufficient benefits when 
          compared to the efforts and costs required to implement 
          the Opportunity, (2) that party reasonably believes 
          that, during the particular time period that the 
          Opportunity will be in effect, it will be important for 
          that party to either retain all of its rights and 
          benefits under this Agreement or not increase its level 
          of obligations (as may be required to effectuate the 
          Opportunity), (3) in respect of quantities of gas which 
          are proposed to be diverted from SDG&E (for the purposes 
          of an Opportunity) for a period of one Month or longer, 
          SDG&E does not receive notice of the Opportunity 
          together with all required particulars at least 72 hours 
          prior to the first Day that gas is to be diverted from 
          SDG&E hereunder (if the Opportunity is agreed to by the 
          parties), or (4) in respect of quantities of gas which 
          are proposed to be diverted from SDG&E (for the purposes 
          of an Opportunity) for a period of less than one Month, 
          SDG&E does not receive notice of the Opportunity
          together with all required particulars by not later than 
          0930 hours Pacific time on the second day preceding the 
          first Day that gas is to be diverted from SDG&E 
          hereunder (if the Opportunity is agreed to by the 
          parties).

     (d)  All net incremental benefits derived from implementing 
          an Opportunity shall be shared as follows:

          Seller - 70%

          SDG&E - 30%

                              - 19 -



<PAGE>

          Net incremental benefit shall be the residual revenue or 
          other benefit remaining from the implementation of an 
          Opportunity after each party is reimbursed for its 
          reasonable, third party out-of-pocket costs incurred to 
          implement the Opportunity.  Under no circumstances 
          whatsoever shall any Non-Delivery Adjustment Payments 
          (payable by Seller pursuant to subsection 4.4(e)) reduce 
          the amount of the net incremental benefits which are to 
          be determined for each Opportunity and shared as 
          provided herein.  All Non-Delivery Adjustment Payments 
          are to be borne solely by Seller without reducing 
          SDG&E's benefits under this Section.

     (e)  If an accepted Opportunity results in SDG&E's right to 
          nominate for the MDQ being reduced, then and for the 
          term of the Opportunity, the MDQ under this Agreement 
          shall be deemed to be reduced accordingly. In addition, 
          during each Month  of any accepted Opportunity that the 
          Replacement Price exceeds the Reference Price, Seller 
          shall pay to SDG&E, in respect of each MMBtu of gas 
          purchased by SDG&E to replace some or all of the 
          quantities of gas diverted to an Opportunity 
         ("Replacement Gas Quantity") an amount ("Non-Delivery 
          Adjustment Payment") calculated as follows:

          Replacement   x   (Replacement Price   -   Reference Price)
          Gas Quantity
          (total for the Month)

          Where:

         "Replacement Price" equals the weighted average price per 
          MMBtu paid by SDG&E for the Replacement Gas Quantity for 
          that Month at the California border into SoCal's System.

          SDG&E shall not unreasonably refuse any request from 
          Seller to terminate any Opportunity if such termination 
          can occur without penalty or other cost to SDG&E.

     (f)  If any accepted Opportunity involves deliveries at an 
          alternate delivery point such that all or any portion of 
          the Assigned ANG Transportation, Assigned PGT 
          Transportation or Assigned PG&E Transportation is not 
          expected to be utilized during the term of the 
          Opportunity for the purposes of implementing or 
          fulfilling the Opportunity, SDG&E shall have no 
          obligation under Section 4.3 in respect of the entire 
          transportation service of the applicable Assignment 
          Transporter (to the extent of the Opportunity volume) 

                              - 20 -



<PAGE>

          and Seller shall be responsible for all Demand Charges 
          attributable to that stranded transportation service (to 
          the extent of the Opportunity volume).

     (g)  During those periods when SDG&E is not nominating for 
          the MDQ, SDG&E shall have the right (without relieving 
          Seller of its obligations under the last paragraph of 
          Section 4.3) to temporarily assign or broker the 
          capacity under Seller's Transportation which is 
          attributable to the quantities not then being nominated 
          by SDG&E, for the purpose of mitigating SDG&E's 
          obligations under Section 4.3. Seller shall use all 
          commercially reasonable efforts to assist SDG&E in 
          locating opportunities to mitigate unutilized 
          transportation capacity under Seller's Transportation. 
          Seller shall timely implement any such mitigation 
          arrangements made by SDG&E. If, during any Contract 
          Year, SDG&E receives aggregate revenues from such 
          mitigation arrangements which exceed its aggregate 
          payments to Seller under Section 4.3 for that Contract 
          Year, the difference shall be shared by the parties in 
          accordance with subsection 4.4(d).

     (h)  If Seller receives any payment from a third party which 
          is attributable to any arrangements made by SDG&E 
          pursuant to subsection 4.4(g), Seller shall immediately 
          pay those amounts to SDG&E (subject to Seller's right, 
          if any, to receive a portion of aggregate mitigation 
          revenues pursuant to the last sentence of subsection 
          4.4(g)).

16.  Article IV is amended to add the following as Section 4.5:

     4.5  Pipeline Utilization

     (a)  The parties acknowledge that:

          (i)  either or both of the Sellers or any of their 
               Affiliates may now hold and may hereafter acquire 
               firm, interruptible or other transportation service 
               rights on all or any of the systems of the 
               Assignment Transporters (whether held directly by 
               or indirectly for the benefit of either of the 
               Sellers or their Affiliates and regardless of when 
               those rights were acquired) ("Other 
               Transportation"); and

                                 - 21 -



<PAGE>

         (ii)  SDG&E has obligations under this Agreement to make 
               Transportation Adjustment Payments under certain 
               circumstances when Seller's Transportation is not 
               being used. 

          Seller agrees to use all commercially reasonable efforts
          to ensure that the Seller's Transportation is fully 
          utilized at all times in order that SDG&E is able to 
          avoid making Transportation Adjustment Payments in 
          respect of unutilized Seller's Transportation. In the 
          event of a curtailment of firm pipeline service by any  
          of the Assignment Transporters, then Seller shall 
          allocate its remaining capacity on the Assignment 
          Transporters  between the Seller's Transportation and 
          the Other Transportation on the basis of the respective 
          maximum daily capacities of firm service normally 
          available to Seller under those transportation service 
          arrangements. For the purposes of this Section, 
          "Affiliate" means, in respect of a person, any other 
          person that, directly or indirectly, controls, is 
          controlled by or under common control with the first 
          mentioned person, and for the purposes of this 
          definition "control" means the possession, directly or 
          indirectly, by a person or a group of persons acting in 
          concert of the power to direct or cause the direction of 
          the management and policies of the person, whether 
          through the ownership of voting securities or otherwise.

     (b)  During those periods when Seller is unable (or expects 
          to be unable) to deliver all or any portion of the 
          quantity of gas nominated by SDG&E due to a force 
          majeure event affecting Seller's performance under this 
          Agreement, then Seller shall promptly inform SDG&E of 
          the delivery shortfall (or expected delivery shortfall) 
          and use all commercially reasonable efforts to locate 
          and to obtain substitute gas supplies (to avoid a 
          delivery shortfall) at the lowest possible prices 
          reasonably obtainable under the circumstances. Once 
          Seller has located such substitute gas supplies, Seller 
          shall promptly contact SDG&E (with all relevant 
          particulars pertaining to the substitute supplies) to 
          determine whether those supplies should be acquired for 
          delivery to SDG&E.  Without detracting from Seller's 
          obligations (under the preceding sentence), SDG&E shall 
          have the right (but not the obligation) to arrange for 
          substitute gas supplies (to avoid any delivery 
          shortfall).  Seller shall use the Seller's 
          Transportation to transport to SDG&E all such substitute 
          gas supplies. 

17.  Article V is amended to delete Section 5.1.

                              - 22 -



<PAGE>

18.  (a)  The formula for the calculation of "Contract Price" in 
          the fourth line of Section 6.1 is deleted and replaced 
          with the following:

          Contract Price = Reference Price

     (b)  The definition "SDG&E's Unit Transportation Cost" is 
          deleted from Section 6.1 and replaced with the 
          following:

          Seller's Unit Transportation Cost = in respect of any 
          Month, Seller's unit cost (expressed in $U.S./MMBtu), 
          being the sum of all Seller's Transportation fixed and 
          variable charges and surcharges, net of any credits, 
          that apply to the firm transportation of gas hereunder 
          in such Month from the interconnection of the NOVA and 
          ANG systems at the Alberta-British Columbia border to 
          the Delivery Point, including any non-tariff costs such 
          as shipper provided fuel and line loss. This unit cost 
          will be the 100% load factor rate calculated based upon 
          an assumed full utilization of transportation capacity, 
          held on Seller's Transportation equal to the MDQ 
          regardless of whether Seller delivered and SDG&E 
          received less than the MDQ.

     (c)  The last paragraph of Section 6.1 is amended to delete 
          the term "SDG&E's" and to replace that term with the 
          word "Seller's".

19.  Section 6.3 is amended to (1) replace the "; or" at the end 
     of subsection 6.3(a) with a period, and (2) delete subsection 
     6.3(b).

20.  Section 7.1 is deleted and replaced with the following:
     Commencing with the Month immediately following the Month in 
     which the Commencement of Firm Deliveries occurs, SDG&E 
     shall, on or before the 10th day of each Month, notify Seller 
     of the Reference Price and the Base Price for the proceeding 
     Month and Seller shall, on or before the 15th Business Day of 
     such Month, render to SDG&E a statement in U.S. dollars 
     showing on a line basis:

     (a)  Seller's best reasonable estimate of the quantity of gas 
          delivered to SDG&E at the Delivery Point during the 
          preceding Month under this Agreement, the Heating Value 
          thereof, and the gross amount payable in respect 
          thereof;

     (b)  the amount of any Transportation Adjustment Payment in 
          respect of the preceding Month (including a detailed 
          breakdown of the

                              - 23 -



<PAGE>

          Unutilized ANG Service, Unutilized PGT Service and
          Unutilized PG&E Service calculations for the Month);

     (c)  the amount of any Deficiency Volume, GIC Payment and 
          NOVA Adjustment (under Section 4.2) in respect of the 
          preceding Month;

     (d)  the amounts of any Non-Delivery Adjustment Payment 
         (under Section 4.4) in respect of the preceding Month;

     (e)  the amount of any credits or other adjustments 
          determined in accordance with the terms of this 
          Agreement; and

     (f)  the net amount payable hereunder.

     Included with each statement, Seller shall separately provide 
     details of the appropriate conversions, calculations applied 
     to prepare the statement, and any other information 
     reasonably requested by SDG&E. SDG&E shall make payment of 
     the net amount on or before the 25th day of the calendar 
     month in which the invoice is received. In the event the 25th 
     day of the month is a Saturday or another day which is not a 
     Business Day (other than a Sunday or Monday), SDG&E shall 
     make payment to Seller on or before the last Business Day 
     immediately before the 25th day of the billing month. When 
     the 25th day of the month is a Sunday or a Monday (which is 
     not a Business Day) SDG&E shall make payment on or before the 
     first Business Day immediately following the 25th day of the 
     billing month. If presentation of the invoice to SDG&E is 
     delayed after the 15th day of the billing month, then the 
     time for payment shall be extended accordingly unless SDG&E 
     is responsible for the delay. Such payment shall be made by 
     wire transfer as set out below under "Bank Instructions". Any 
     adjustments necessary to reflect actual deliveries shall be 
     made in the Month's invoice following the receipt of 
     information which reflects actual deliveries. Unpaid amounts 
     shall accrue interest at a rate and in the manner described  
     in Section 7.4.

Banking Instructions:

     Route through Fedwire to:  Bank of America NT & SA
                                One World Trade Center 
                                10th Floor
                                New York, New York  10048-1191
                                ABA 026009593 

                              - 24 -



<PAGE>

     To:                        Canadian Imperial Bank of Commerce
                                Toronto, Ontario
                                Account #655026157
                                Swift Address:  BOFAUS3N
                                Chips Member ID:  015035 

     Further Credit to:         Canadian Imperial Bank of Commerce
                                309 - 8th Avenue S.W.
                                Calgary, Alberta
                                Transit #0010-0009

     Account Of:                Husky Gas Marketing Inc.
                                #03-46217

21.  Section 7.2 is amended to delete the phrase "any SDG&E 
     Transportation Adjustment and".

22.  Section 8.3 is deleted and replaced with the following:
     At any time and from time to time at the request of either 
     party, the parties shall meet or otherwise discuss the 
     possibility of establishing one or more alternate delivery 
     points for gas deliveries and receipts under this Agreement. 
     Such proposed alternate delivery points must be locations at 
     which SDG&E has the ability to receive gas and Seller has the 
     ability to deliver gas using Seller's Transportation (in each 
     case taking into account the quantities proposed to be 
     delivered and received at those alternate points), provided 
     that neither party shall have any obligation to agree to an 
     alternate delivery point or points at any time, such decision 
     to be in its sole discretion.

23.  Section 11.1 is amended to delete the reference to "GJ's" and 
     to replace that reference with "MMBtus".

24.  Section 11.2 is amended to delete the reference to 
    "transporters" in the second line and to replace that 
     reference with "receiving transporter".

25.  Subsection 12.1(c) is deleted and replaced with the 
     following:

    "Seller has obtained all approvals which may be required by 
     Seller's Regulatory Authorities, provided that Seller has 
     only obtained a 2 year import authorization from the United 
     States Department of Energy (expiring on April 30, 1999). 
     Seller shall use all commercially reasonable

                              - 25 -



<PAGE>

     efforts to promptly obtain a long-term import authorization 
     for the MDQ expiring August 1, 2003."

26.  Section 12.2 is amended to delete the words "other than 
     SDG&E's Regulatory Authorities as contemplated in Section 
     2.2".

27.  Section 14.2 is amended to add the following as a final 
     paragraph to the Section:

     In the event SDG&E elects, at any time, to reduce the MDQ 
     pursuant to subsection 14.2(a), Seller shall reassign to 
     SDG&E a proportionate share of Seller's Transportation, such
     proportionate share to be equal to the proportionate 
     reduction in the MDQ elected by SDG&E. If SDG&E makes that 
     election, Seller shall reassign such proportionate share of 
     the Seller's Transportation to SDG&E and take all other steps 
     as are reasonably required in order for SDG&E to be 
     recognized by the Assignment Transporters as the sole shipper 
     in respect of the assigned portion of the Seller's 
     Transportation, effective on the date that the MDQ reduction 
     takes effect.

28.  Section 14.3 is amended to delete subsection 14.3(b).

29.  Section 15.1 is amended as follows:

     (a)  to replace the colon following the phrase "mechanical 
          breakdowns" in the 12th line with a comma.

     (b)  to delete the phrase "NOVA's facilities" from the 14th 
          line and to replace that phrase with "any of NOVA's, 
          ANG's, PGT's and PG&E's facilities".

     (c)  to delete the reference to "Transporters'" from the 16th 
          line and to replace that word with "or SoCal's".

30.  Article XIX is amended to add the following in Section 19.2:

     19.2  COMMUNICATIONS AND DEALINGS

     Notwithstanding that HOOL and HGMI are parties to this 
     Agreement or that HGMI is the sole shipper of record for the 
     Assigned PGT Transportation and the Assigned PG&E 
     Transportation, SDG&E shall be entitled at all times to deal 
     solely with HOOL in respect of any and all matters which in 
     any way pertain to this Agreement including, without 
     limitation, the Assigned PGT Transportation and the Assigned 
     PG&E 

                              - 26 -



<PAGE>

     Transportation as if HOOL was the only party to this 
     Agreement as "Seller" and was the shipper of record for the 
     Assigned PGT Transportation and the Assigned PG&E  
     Transportation. HGMI waives any and all right to deal with 
     SDG&E in respect of any matter and agrees that any and all 
     notices, conversations, negotiations and other communications 
     of any kind whatsoever between SDG&E and HOOL shall be 
     binding upon and enforceable against HGMI as if HGMI had been 
     involved together with HOOL in those communications. Without 
     limiting the generality of the foregoing:

     (a)  any amendment to this Agreement executed by HOOL or any 
          waiver provided by HOOL shall bind HGMI whether or not 
          executed by, known of or consented to by HGMI;

     (b)  any notice of any kind whatsoever served on HOOL under 
          this Agreement (including, without limitation, a default
          notice) shall be binding upon HGMI; and

     (c)  SDG&E shall be entitled to disregard any notices or 
          other communications received from HGMI.

     If, at any time, SDG&E deals with HGMI, SDG&E shall not be 
     under any obligation to continue dealing with HGMI, whether 
     in respect of the same or any other matter. Any course of 
     conduct by SDG&E in this regard shall not in any way modify 
     SDG&E's right to deal solely with HOOL, it being understood 
     that HOOL requested HGMI's inclusion as a party to this 
     Agreement for purposes relevant only to HOOL and HGMI, and 
     SDG&E is prepared to accept HGMI as a party to accommodate
     that request so long as SDG&E is only obligated to deal with 
     HOOL in respect of any matter pertaining to this Agreement.

31.  Section 20.1 is amended to delete the phrase "SDG&E's 
     Transporters" in the 9th line and to replace that phrase with 
     "SoCal".

32.  Section 20.3 is amended to add "(including charges under 
     Seller's Transportation)" after the reference to "fixed 
     transportation charges" in the second line.

33.  Article XXII is amended to include the following as an 
     additional Section:

     22.10.  Joint and Several Liability.  HOOL and HGMI are 
             jointly and severally liable for the performance of 
             Seller's obligations under this Agreement (including, 
             without limitation, all liabilities and 

                               - 27 -



<PAGE>

             responsibilities relating to each of the Assigned 
             Transportation agreements notwithstanding that both 
             of them are not parties to each of those agreements). 
             SDG&E shall be entitled, at its option, to pursue any 
             of its rights and remedies under this Agreement 
             against either or both of HOOL and HGMI and neither 
             HOOL nor HGMI shall be entitled to defend against any 
             SDG&E claim on the basis that the other is 
             responsible for the breach, failure or nonperformance 
             upon which SDG&E's claim is based.

34.  This Third Amending Agreement is effective as of November 1, 
     1997.

35.  By its execution of this Agreement, HGMI agrees to become a 
     party to the Agreement as "Seller" jointly with HOOL and each 
     of SDG&E and HOOL accept HGMI as a party to the Agreement in 
     that capacity effective November 1, 1997.

36.  As between the parties hereto, Seller shall be responsible 
     for complying with all filing and other reporting 
     requirements of Seller's Regulatory Authorities in respect of 
     this Third Amending Agreement.

37.  This Third Amending Agreement was prepared with each of the 
     parties having access to its own counsel and the parties 
     waive any claim they may have now or in the future based on 
     this Third Amending Agreement not having been prepared 
     jointly by the parties or by any party to the exclusion of 
     one or more of the other parties.

38.  This Third Amending Agreement may be executed in any number 
     of counterparts, each of which when so executed shall be 
     deemed to be an originally executed copy, and it shall not be 
     necessary to make proof of the Third Amending Agreement to 
     produce all of such counterparts.

39.  Each party represents and warrants that the officer or 
     officers signing this Third Amending Agreement on its behalf 
     is authorized to do so.

40.  SDG&E and HOOL each restate as being true and correct as of 
     the date of this Third Amending Agreement each of the 
     representations and warranties made by them and set forth in 
     Article XII of the Agreement.

41.  This Third Amending Agreement shall be governed by and 
     construed in accordance with the laws of the Province of 
     Alberta excluding however any conflict of laws rule that 
     would apply the laws of another jurisdiction. The parties 
     hereby attorn to the jurisdiction of the Courts of Alberta at 
     Calgary which shall have exclusive jurisdiction in respect of 
     all disputes and other

                              - 28 -



<PAGE>

     matters relating to this Third Amending Agreement with the 
     exception of those disputes and other matters referable to 
     arbitration under this Third Amending Agreement. 

In Witness Whereof this Third Amending Agreement is executed in 
multiple originals effective as of the date first above written.


                                       SAN DIEGO GAS & ELECTRIC 
                                       COMPANY
                                       By:________________________
                                       Name:______________________
                                       Title:_____________________

                                       HUSKY OIL OPERATIONS LTD.
                                       By:________________________
                                       Name:______________________
                                       Title:_____________________

                                       HUSKY GAS MARKETING INC.
                                       By:________________________
                                       Name:______________________
                                       Title:_____________________

                               - 29 -