SECOND AMENDING AGREEMENT


THIS AMENDING AGREEMENT made effective as of January 1, 1997.
BETWEEN:

          SAN DIEGO GAS & ELECTRIC COMPANY, an Enova Company, a
          California corporation with its principal place 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 
          ("Seller")

WHEREAS SDG&E and Seller are parties to a Natural Gas Purchase 
Agreement made as of March 12, 1991, and amended as of November 1, 
1994 (the "Gas Purchase Agreement"); and 

WHEREAS the parties wish to amend the Gas Purchase Agreement in 
the manner hereinafter set forth. 

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

1.  Section 22.6 of the Gas Purchase Agreement is deleted and 
    replaced with the following:

            "Section 22.6  Governing Law

                     This Agreement shall be governed by and 
            construed according to the laws of the Province of 
            Alberta excluding however any conflict of laws rule 
            that would apply the law 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 matters relating to this Agreement with the 
            exception of those disputes and other matters 
            referable to arbitration under this Agreement."

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2.  Sections 11.0(a), (c) and (f) of Appendix A to the Gas 
Purchase Agreement are deleted and replaced with:

    (a)  Subject to any other provisions of this Appendix:

         (i)  if in the reasonable opinion of either party any
              published index or price, or any rate or tariff or 
              other provision of the Gas Purchase Agreement, 
              including this Appendix, which is required to 
              determine the Base Price:

              (A)  ceases to be available or ascertainable; or

              (B)  assumes a measure or value that is wholly 
                   inconsistent with the measure or value 
                   represented by the component in December, 1994; 
                   or

         (ii)  if in the reasonable opinion of either party the 
               Base Price no longer represents a price which is 
               competitive with SDG&E's alternative southwest gas 
               supplies

         (any of the circumstances described in (i) or (ii) shall, 
         subject to section 11.0 (b), be referred to as a "Pricing 
         Event"),

         then that party shall have the right by notice in writing 
         ("Pricing Event Notice"), which can be given to the other 
         party ("Recipient") at any time following the occurrence 
         of the Pricing Event, to require the other party to meet, 
         within thirty (30) days of the Recipient's receipt of the 
         Pricing Event Notice, to attempt in good faith to 
         negotiate a replacement index, price, rate, tariff or 
         mechanism in order that the Base Price will be:

         (iii)  competitive with the cost of SDG&E's alternative 
         southwest gas supplies; and

         (iv)  insofar as possible, consistent with the pricing 
         structure as set out in this Appendix;

         ((iii) and (iv) herein shall be referred to as the
         "Standard").

         If the Recipient disputes the occurrence of a Pricing
         Event, the parties shall nevertheless meet within thirty 
         (30) days of the Recipient's receipt of the Pricing Event
         Notice.  For the then remaining portion of the ninety 
         (90) day period following the Recipient's receipt of the 
         Pricing Event Notice ("Determination Period"), the 
         parties shall meet regularly to review and discuss the 
         relevant issues and events in a good faith effort to 
         agree upon whether or not a Pricing Event has occurred. 
         During the Determination Period, neither party shall 
         commence any legal

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<PAGE>

         proceedings of any kind whatsoever which pertain in any 
         way to the Pricing Event Notice or the alleged occurrence
         of a Pricing Event. If during the Determination Period
         the parties determine that a Pricing Event has not
         occurred, the Pricing Event Notice shall be deemed not to 
         have been issued. If during the Determination Period the
         parties determine that a Pricing Event has occurred 
         ("Consensus"), then the parties shall meet, within ten
         (10) days of the Consensus, in a good faith attempt to 
         negotiate a replacement index, price, rate, tariff or 
         mechanism consistent with this section 11.

    (c)  If the parties are unable to negotiate a replacement 
         index, price, rate, tariff or mechanism within ninety 
         (90) days following the Recipient's receipt of the 
         Pricing Event Notice, the parties shall proceed to 
         arbitration pursuant to the following provisions of this 
         section. However, if a Consensus has occurred, the 
         parties shall not proceed to arbitration until thirty 
         (30) days following the date of the Consensus (during 
         which period the parties shall meet regularly in a good 
         faith attempt to negotiate a replacement index, price, 
         rate, tariff or mechanism as stipulated in section 
         11(a)).

    (f)  Upon a replacement index, price, rate, tariff, mechanism 
         or Base Price being determined by negotiation or 
         arbitration, the Base Price, the Reference Price and 
         Contract Price shall be adjusted to reflect the 
         difference, if any, for:

         (i)   each Day, during the Month in which the Recipient 
               received the Pricing Event Notice ("Receipt
               Month"), that the Pricing Event occurred or was in 
               effect, 

         (ii)  each Day, during the 3 Month period immediately 
               preceding the Receipt Month, that the Pricing Event 
               occurred or was in effect, and 

         (iii) each Month following the Receipt Month, and any 
               payment adjustment will be recovered in the first 
               payment period immediately following that 
               determination and shall include interest accrued as 
               if the adjustment was a Disputed Amount (determined 
               to be owing) under Article 7 of the Gas Purchase 
               Agreement.

3.  None of the amendments made to the Gas Purchase Agreement in 
this Amending Agreement are intended to either support or detract 
from any argument or position respecting the authority or proper 
jurisdiction of either an arbitrator or a court to determine the 
issue (if the parties are unable to agree) of whether or not a 
Pricing Event has occurred. 

4.  This 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

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based on this Amending Agreement not having been prepared jointly 
by the parties or by either to the exclusion of the other. 

5.  This 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 in 
making proof of the Amending Agreement to produce all of such 
counterparts.

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

7.  This Amending Agreement shall be governed by and construed 
according to the laws of the Province of Alberta excluding however 
any conflict of laws rule that would apply to the law 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 matters relating 
to this Amending Agreement with the exception of those disputes 
and other matters referable to arbitration under the Gas Purchase 
Agreement. 

IN WITNESS WHEREOF this Amending Agreement is executed in multiple 
originals effective as of the date and year first above written.

SAN DIEGO GAS & 
 ELECTRIC COMPANY           HUSKY OIL OPERATIONS LTD. 


By:  ______________________ By:  ______________________

Name:______________________ Name:______________________

Title: ____________________ Title:_____________________

                            By:  ______________________

                            Name:______________________

                           Title:______________________


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