NOTICE:                 Action No: 9001-03466               1990
                                        ----------------------------------------
         To the Defendant(s):                 IN THE COURT OF QUEEN'S BENCH
                                                       OF ALBERTA
Amoco Canada Petroleum Company Ltd.           JUDICIAL DISTRICT OF CALGARY
Amoco Production Company, Dome          ----------------------------------------
Petroleum Limited, Columbia Gas
Development of Canada Ltd., Mobil       BETWEEN:
Oil Canada Ltd. and Esso Resources
Canada Limited                                CANADA SOUTHERN PETROLEUM LTD.

You are hereby notified that the                                       Plaintiff
Plaintiff may enter judgment in
accordance with this Statement of                        - and -
Claim or such judgment as, according
to the practice of the Court, he is
entitled to, without any further          AMOCO CANADA PETROLEUM COMPANY LTD.,
notice to you unless within             AMOCO PRODUCTION COMPANY, DOME PETROLEUM
                                          LIMITED, COLUMBIA GAS DEVELOPMENT OF
         FIFTEEN (15) DAYS                 CANADA LTD., MOBIL OIL CANADA LTD.,
                                            ESSO RESOURCES CANADA LIMITED and
after service hereof upon you,                 AMOCO CANADA RESOURCES LTD.
excluding the day of service, you
cause to be filed in the office of the                                Defendants
Clerk of the Court from which the
Statement of Claim has issued either:   ----------------------------------------

(1)      A Statement of Defence; or            AMENDED STATEMENT OF CLAIM

(2)      A Demand of Notice of any      ----------------------------------------
         application to be made in the
         action be given to you;        This Statement of Claim is issued by
                                        POOLE LAYCRAFT McMAHON
and unless within the same time a copy        
of your Statement of Defence or Demand  Solicitors for the Plaintiff who resides
of Notice is served upon the Plaintiff  at:
and unless within the same time a copy  
or his solicitor at his stated address  CALGARY, ALBERTA
for service.
                                        and whose address for service is in care
                                        of the said solicitors at:

                                        #212, 908 - 17th Avenue S.W.
                                        Calgary, Alberta

                                        and is addressed to the Defendant whose
                                        residence as far as is known to the
                                        Plaintiff is:

                                        Calgary, Alberta

                                        ----------------------------------------

                                        Our File No: 1387/JPM


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                    IN THE COURT OF QUEEN'S BENCH OF ALBERTA
                          JUDICIAL DISTRICT OF CALGARY

BETWEEN:
                         CANADA SOUTHERN PETROLEUM LTD.

                                                                       Plaintiff

                                     - and -

                      AMOCO CANADA PETROLEUM COMPANY LTD.,
                AMOCO PRODUCTION COMPANY, DOME PETROLEUM LIMITED,
                    COLUMBIA GAS DEVELOPMENT OF CANADA LTD.,
              MOBIL OIL CANADA LTD., ESSO RESOURCES CANADA LIMITED
                         and AMOCO CANADA RESOURCES LTD.

                                                                      Defendants


                           AMENDED STATEMENT OF CLAIM



1. The Plaintiff,  Canada Southern  Petroleum Ltd.  (hereinafter  referred to as
"Canada  Southern") is a body  corporate,  incorporated  pursuant to the laws of
Nova Scotia (formerly under the laws of Canada), registered to carry on business
in the  Province  of Alberta,  with head  office in the City of Calgary,  in the
Province of Alberta.

2. The Defendant,  Amoco Production Company,  (hereinafter referred to as "Amoco
Production") is a body corporate  incorporated pursuant to the laws of the State
of Delaware, of the United States of America, registered to carry on business in
the Province of Alberta.

3. The Defendant,  Amoco Canada Petroleum Company Ltd.  (hereinafter referred to
as "Amoco  Canada")  is a body  corporate  incorporated  pursuant to the laws of
Canada,  registered  to carry on business in the Province of Alberta,  with head
office located in the City of Calgary, in the Province of Alberta.  Amoco Canada
is the assignee and successor in interest to Amoco Production.


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4. The Defendant,  Dome Petroleum Limited (hereinafter referred to as "Dome") is
a body  corporate  incorporated  pursuant to the laws of Canada,  registered  to
carry on business in the  Province of Alberta,  with head office  located in the
City of Calgary,  in the Province of Alberta.  On May 1, 1989,  Dome and another
corporation  amalgamated,  pursuant to the laws of Canada, to form the Defendant
Amoco Canada Resources Ltd. (hereinafter referred to as "Amoco Resources").

5. The Defendant,  Columbia Gas Development of Canada Ltd. (hereinafter referred
to as  "Columbia")  is a body  corporate  incorporated  pursuant  to the laws of
Canada,  registered  to carry on business in the Province of Alberta,  with head
office located in the City of Calgary, in the Province of Alberta.

6. The Defendant,  Mobil Oil Canada Ltd. (hereinafter referred to as "Mobil") is
a body  corporate  incorporated  pursuant to the laws of Canada,  registered  to
carry on business in the  Province of Alberta,  with head office  located in the
City of Calgary, in the Province of Alberta.

7. The Defendant,  Esso Resources  Canada  Limited  (hereinafter  referred to as
"Esso")  is a body  corporate  incorporated  pursuant  to the  laws  of  Canada,
registered  to carry on  business in the  Province of Alberta,  with head office
located in the City of Calgary, in the Province of Alberta.

8.  Amoco  Canada,  Columbia,  Esso,  Mobil and Amoco  Resources  are  currently
interest  owners in the nature of a working  interest in properties now known as
the Kotaneelee area located in the Yukon Territory  (hereinafter  referred to as
the "current working interest owners").  Columbia has been the managing operator
of the Kotaneelee lands since on or about February 1, 1977.

9. Canada Southern was formerly the only working interest owner and is currently
in the nature of a 33 1/3% carried  interest  owner, on behalf of itself and two
other parties, in these same properties in the Kotaneelee area.

10. The  Kotaneelee  lands were  acquired and held by Canada  Southern  prior to
1959,  as part of oil  and  gas  permits  granted  in the  Yukon  and  Northwest
Territories.  Canada Southern  conducted  exploration  upon the Kotaneelee lands
prior to any involvement of the Defendants.


<PAGE>

11. In 1959,  pursuant to an oil and gas exploration,  development and marketing
contract dated as of May 28, 1959 (the "1959 Agreement"), Canada Southern agreed
to transfer a 50%  interest in the oil and gas  permits to the  predecessors  or
assignors  of  Amoco  Canada,  Dome  and  Mobil.  One  of  the  express  recited
considerations  for the transfer of this 50%  interest was that the  transferees
would,  pursuant  to  Article  III 3.1 (D) "...  assure  the  earliest  feasible
development and marketing of oil and/or gas found on the properties."

12. This express  consideration was a fundamental term of the 1959 Agreement and
Canada Southern relied upon the assurance that the properties would be developed
and gas sold at the earliest feasible opportunity.

13. Amoco  Production and Dome expressly agreed to be bound by all the terms and
provisions  of the  1959  Agreement,  when  they  acquired  their  interests  by
assignment,  in the Kotaneelee  lands, in the period from 1959 to 1966, and they
were expressly bound to assure such earliest feasible  development and marketing
of Kotaneelee oil and/or gas, for the benefit of Canada  Southern.  Amoco Canada
as the assignee and  successor in interest to Amoco  Production  is bound by all
the terms and provisions of the 1959 Agreement.  Amoco Resources as the assignee
and  successor in interest to Dome is bound by all the terms and  provisions  of
the 1959 Agreement.

14. Mobil is the  successor  in interest to one of the  original  parties to the
1959  Agreement  and is bound by such  party's  assurance  to develop and market
Kotaneelee gas at the earliest feasible time.

15. The 1959  Agreement was modified,  by an agreement in writing dated April 1,
1966,  in which  Canada  Southern's  50%  interest in the  Kotaneelee  lands was
converted to a 50% interest in the nature of a carried interest.  From that date
to the  present,  Canada  Southern  has had no  rights in the  operation  of the
properties,  save and except for a vote on which of the current working interest
owners  would be manager  operator,  if the  existing  operator  resigned or was
replaced,  and certain other options.  In all other  respects,  Canada  Southern
relied  upon  the  working   interest  owners  who  exercised  their  discretion
concerning operations.


<PAGE>

16.  Columbia  acquired an  interest in the nature of a working  interest in the
Kotaneelee lands pursuant to an agreement in writing dated February 1, 1977 (the
"1977 Agreement").  Columbia agreed to drill a test well on the Kotaneelee lands
and to act as managing  operator of those lands and it further agreed to conduct
all  operations  in  accordance  with  the  terms  and  provisions  of the  1959
Agreement,  as modified.  In turn,  Canada  Southern  again agreed to reduce its
interest in the Kotaneelee lands to an interest in the nature of 33 1/3% carried
interest.

17. Columbia, either expressly or impliedly, agreed with Canada Southern that it
would be bound by the obligation to assure the earliest feasible development and
marketing of oil or gas from the Kotaneelee field.

18.  Esso  acquired  an  interest  in the  nature of a working  interest  in the
Kotaneelee  lands from Columbia in 1977. Since that date, it has taken an active
role in  discussions  and decisions  relating to the operation of the Kotaneelee
field and it is bound,  expressly or impliedly,  by all the terms and provisions
of the 1959 Agreement which remain in effect.

19. Canada Southern states that the effect of the 1959, 1966 and 1977 Agreements
is that the exploration,  development and production of the Kotaneelee lands was
to be a joint venture between Canada  Southern and the current working  interest
owners, for the benefit of all parties. As such, Canada Southern states that the
current  working  interest  owners owe a fiduciary duty to Canada  Southern with
respect to any dealings with the Kotaneelee field.

20. Further,  the current working interest owners, by undertaking to produce and
sell  gas at  the  earliest  feasible  time,  and by  agreeing  to  operate  the
Kotaneelee lands, became the agents of Canada Southern to sell or market any gas
found in the Kotaneelee  field. As agents,  the current working  interest owners
owe Canada  Southern a fiduciary  duty,  requiring that they act with the utmost
good faith.

21.  Further,  Canada  Southern  placed its trust and  confidence in the current
working interest owners and relied upon them to produce and market the gas found
in the Kotaneelee field.  Canada Southern was informed by the managing operator,
and other  Defendants,  of efforts to market the gas  discovered and relied upon
these  reports.  As a result of those  dealings,  the current  working  interest
owners owe a fiduciary duty to Canada Southern.


<PAGE>

22. In the  period  from  1977 to 1980,  three gas  wells  were  drilled  in the
Kotaneelee  field and it was known that there were extensive proven and probable
reserves  of  gas  in  the  structure  underlying  the  lands.  By  1980,  a gas
dehydration  system had been  constructed on the lands and the Kotaneelee  field
had been  tied  into the  Westcoast  Transmission  raw gas  pipeline,  which ran
through the field.

23. Since 1980, the current  working  interest  owners have not marketed or sold
any gas from the Kotaneelee  field,  except to test the gas dehydration  system,
notwithstanding that the field has been ready and able to produce.

24. In November, 1986, Canada Southern, without any prior knowledge, was advised
by Columbia  that a current  working  interest  owner had  declined a market for
Kotaneelee gas, earlier in 1986, as to which Canada Southern had no knowledge.

25. In 1988, Canada Southern,  without any prior knowledge,  discovered that the
operator of the field,  Columbia,  had thereafter refused, in 1986, to undertake
any further efforts to market Kotaneelee gas, after the market had been declined
earlier in 1986.

26. At the  present  time,  gas from the  Kotaneelee  field is not  being  sold,
notwithstanding  that  the  gas  fields  directly  to the  north  and  south  of
Kotaneelee have been produced and marketed to near depletion and notwithstanding
that the current working interest owners have, since 1980, produced and marketed
gas from  other  fields  in which  they hold an  interest.  The gas field to the
immediate  south of the  Kotaneelee  field has recently been reopened and gas is
apparently being marketed from that field.

27.  Canada  Southern  states  that the  current  working  interest  owners have
breached their fiduciary duty, have breached the express agreement to assure the
earliest  feasible  marketing of gas from the Kotaneelee lands and have breached
their obligation to act as prudent operators, by:

         (a)      refusing or failing to sell gas from the Kotaneelee field;

         (b)      declining the market for gas in 1986;


<PAGE>

         (c)      refusing or  declining  other  potential  markets for gas, the
                  particulars  of which will be  provided  prior to the trial of
                  this action;

         (d)      refusing to undertake any  further efforts to market gas after
                  1986;

         (e)      failing  to  make  full  and  complete  disclosure  to  Canada
                  Southern;

         (f)      producing and marketing gas from fields other than Kotaneelee,
                  in direct conflict with the duty owed to Canada Southern;

         (g)      failing  to act  in good faith  or in  the best  interests  of
                  Canada Southern in dealings with the Kotaneelee lands.

28. By reason of the matters  aforesaid,  Canada  Southern has suffered loss and
damage,  equal to Canada  Southern's  interest in the proceeds from sales of gas
which should have been realized and has been deprived of all economic benefit in
the Kotaneelee lands.

29. By reason of the matters aforesaid,  Canada Southern states that the actions
and  decisions  of the current  working  interest  owners  constitute a complete
repudiation  of the joint  venture to produce  and sell gas from the  Kotaneelee
field and are in disregard of the fiduciary duty owed to Canada Southern.

30. Further, as to Canada Southern's interest,  the 1959 Agreement,  as amended,
provided that a portion of certain expenditures made for the joint account would
be deducted from revenues  from  production  before any revenue would be paid to
Canada  Southern.  Columbia has  reported  that the  expenditures  for the joint
account  for  exploration  and  development  costs,  including  gas  dehydration
equipment, amount to over $61 million.

31.  Canada  Southern  disputes  and takes  exception  to the  amount  stated by
Columbia and claims an adjustment to the joint account, the particulars of which
shall be provided prior to the trial of this action.

32. Canada Southern  proposes that the trial of this action be held at the Court
House, in the City of Calgary, in the Province of Alberta.


<PAGE>

         WHEREFORE the Plaintiff Canada Southern claims against the Defendants:

         (a)      an order  vesting  the  interests  of the  Defendants,  in the
                  Kotaneelee  field,  in the Plaintiff,  for breach of fiduciary
                  duty;

         (b)      in the  alternative,  a declaration  that the Defendants  hold
                  their  interests  in the  Kotaneelee  field in  trust  for the
                  Plaintiff  and an  order  directing  the  conveyance  of those
                  interests to the Plaintiff;

         (c)      in the  alternative,  an order  rescinding the 1959,  1966 and
                  1977 Agreements and terminating any interest of the Defendants
                  in the Kotaneelee lands, for breach of fiduciary duty;

         (d)      further,  or in the  alternative,  a mandatory order requiring
                  and  directing  the  Defendants  promptly  market gas from the
                  Kotaneelee  field,  in default of which the  interests  of the
                  Defendants in the Kotaneelee lands shall be forfeited;

         (e)      in  the  alternative,  an  order  directing  division  of  the
                  Kotaneelee lands between Canada Southern and the Defendants;

         (f)      damages for  breach of  fiduciary  duty,  in  an  amount to be
                  proven at the trial of this action;

         (g)      in the alternative,  damages  for  breach  of  contract  in an
                  amount to be proven at the trial of this action;

         (h)      an order  directing  that  the  joint account be reduced in an
                  amount to be proven at trial;

         (i)      an order that all necessary accounts,  inquiries and direction
                  may be taken, made or given;


<PAGE>

         (j)      interest  on  any  damages  awarded  herein  pursuant  to  the
                  Judgment Interest Act, S.A. 1984, c. J-0.5;

         (k)      costs of this action on a solicitor/client basis; and

         (l)      such  further and other  relief as this  Honourable  Court may
                  deem just.

         DATED at the City of Calgary, in the Province of Alberta,  this 7th day
of March, 1990, AND DELIVERED BY MESSRS. POOLE LAYCRAFT McMAHON,  Barristers and
Solicitors,  solicitors for the Plaintiff,  whose address for service is in care
of the said solicitors at #212, 908 - 17th Avenue S.W.,  Calgary,  Alberta,  T2T
0A3.

         ISSUED  from  the  Clerk  of the  Court of  Queen's  Bench of  Alberta,
Judicial District of Calgary, this 7th day of March, 1990.



                                                  /s/ James McLaughlin
                                                  CLERK OF THE COURT