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NOTICE                                                      No. 9001-03466
                                                            ------------------------------------------------------------------
                                                                                IN THE COURT OF QUEEN'S BENCH
TO:      The Third Parties                                                              OF ALBERTA          
                                                                                JUDICIAL DISTRICT OF CALGARY 
YOU     ARE     HEREBY     NOTIFIED     that     these      ------------------------------------------------------------------
Defendants  may  enter  judgment  in  accordance  with      
this  Third  Party   Notice   or  such   judgment  as,      BETWEEN:
according  to  the  practice of  this Court,  they are      
entitled to,  without further  notice to you,  unless,      
within  fifteen (15)  days after  service  hereof upon      CANADA SOUTHERN PETROLEUM LTD.     
you,  excluding  the day  of service,  you cause to be      MAGELLAN PETROLEUM CORPORATION and 
filed in the office of the Clerk of this Court, and to      PANTEPEC INTERNATIONAL INC.        
be served upon these Defendants,  or their solicitors,      
a Statement  of Defence  or  a  Demand that  notice of                                                               PLAINTIFF
any application to  be made in the  action be given to                                   - and -                              
you;                                                                                                                          
                                                            AMOCO   CANADA   PETROLEUM   COMPANY   LTD.,    AMOCO   PRODUCTION
AND   FURTHER   TAKE   NOTICE   that   if   you   wish      COMPANY,  AMOCO  CANADA RESOURCES LTD.  (formerly  DOME  PETROLEUM
to dispute  the Plaintiff's  claim  as  against  these      LIMITED),  ANDERSON  OIL  AND  GAS  INC. ( formerly  COLUMBIA  GAS
Defendants,  or  these  Defendants'  claim  as against      DEVELOPMENT  OF  CANADA LTD.,  MOBIL  OIL  CANADA  LTD.,  IMPERIAL
you,   you  must  cause  to  be  filed  and  served  a      OIL  RESOURCES  LIMITED   (formerly   ESSO  RESOURCES   OF  CANADA
Statement of Defence;                                       LIMITED),  MOBIL  RESOURCES  LTD.  AND MOBIL OIL CANADA PROPERTIES
                                                                                                                              
AND   FINALLY   TAKE   NOTICE   that  if  you  do  not                                                              DEFENDANTS
dispute  the liability  of  these  Defendants  to  the                                   - and -                              
Plaintiff you will be deemed  to admit the validity of                                                                        
any judgment  which  may  be  obtained  against  these      ANDERSON OIL AND GAS INC.  (formerly  COLUMBIA GAS  DEVELOPMENT OF
Defendants,  and if  you do not dispute your liability      CANADA LTD.),  MOBIL  RESOURCES  LTD.  (formerly CANADIAN SUPERIOR
to  these  Defendants,  you shall  be deemed  to admit      OIL LTD.), IMPERIAL OIL RESOURCES LIMITED (formerly ESSO RESOURCES
your  liability  to  these  Defendants  to  the extent      CANADA LIMITED,  MOBIL OIL CANADA LTD.,  ALLIED-SIGNAL INC.,  HOME
claimed in the Third Party Notice.                          OIL COMPANY LIMITED,  KERN  COUNTY  LAND  COMPANY  and  MOBIL  OIL
                                                            CANADA PROPERTIES                                                 
                                                                                                                              
These Defendants' address for service is:                                                                        THIRD PARTIES
                                                                                                                              
c/o Bennett Jones Verchere                                  AND BETWEEN:                                                      
Barristers and Solicitors                                                                                                     
4500 Bankers Hall East                                      COLUMBIA  GAS  DEVELOPMENT  OF  CANADA  LTD.   (now  ANDERSON  OIL
855 - 2nd Street S.W.                                       AND GAS INC.)                                                     
Calgary, Alberta                                                                                                              
T2P 4K7                                                                                              PLAINTIFF BY COUNTERCLAIM

                                                                                         - and -

                                                            CANADA   SOUTHERN   PETROLEUM   LTD.,   AMOCO   CANADA   RESOURCES
                                                            LTD.,    AMOCO   CANADA    PETROLEUM   COMPANY   LTD.,    CANADIAN
                                                            SUPERIOR OIL LTD.  (now  MOBIL  RESOURCES LTD.),  MOBIL OIL CANADA
                                                            LTD.,  IMPERIAL OIL LIMITED and ESSO RESOURCES CANADA LIMITED (now
                                                            IMPERIAL OIL RESOURCES LIMITED)                                   
                                                                                                                              
                                                                                                    DEFENDANTS BY COUNTERCLAIM

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


                                                                             AMENDED THIRD PARTY NOTICE FILED BY AMOCO
                                                                                  CANADA PETROLEUM COMPANY LTD.,
                                                                                   AMOCO PRODUCTION COMPANY AND
                                                                                   AMOCO CANADA RESOURCES LTD.
                                                                                (FORMERLY DOME PETROLEUM LIMITED)

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


                                                                                    BENNETT JONES VERCHERE
                                                                                   (John N. Craig, 298-3464)
                                                                                   Barristers and Solicitors,
                                                                                  4500, 855 - 2nd Street S.W.,
                                                                                        Calgary, Alberta
                                                                                            T2P 4K7
                                                            
                                                                                    File: 1102-643/DOS/RWT
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                    IN THE COURT OF QUEEN'S BENCH OF ALBERTA
                          JUDICIAL DISTRICT OF CALGARY


                         CANADA SOUTHERN PETROLEUM LTD.
                       MAGELLAN PETROLEUM CORPORATION and
                          PANTEPEC INTERNATIONAL, INC.

                                                                       PLAINTIFF
                                     - and -

                      AMOCO CANADA PETROLEUM COMPANY LTD.,
              AMOCO PRODUCTION COMPANY, AMOCO CANADA RESOURCES LTD.
                            (formerly DOME PETROLEUM
                  LIMITED), ANDERSON OIL AND GAS INC. (formerly
                           COLUMBIA GAS DEVELOPMENT OF
                      CANADA LTD.), MOBIL OIL CANADA LTD.,
                  IMPERIAL OIL RESOURCES LIMITED (formerly ESSO
                  RESOURCES OF CANADA LIMITED), MOBIL RESOURCES
                      LTD. AND MOBIL OIL CANADA PROPERTIES

                                                                      DEFENDANTS
                                     - and -

                  ANDERSON OIL AND GAS INC. (formerly COLUMBIA
                         GAS DEVELOPMENT OF CANADA LTD.,
                     MOBIL RESOURCES LTD. (formerly CANADIAN
                   SUPERIOR OIL LTD.), IMPERIAL OIL RESOURCES
                             LIMITED (formerly ESSO
                       RESOURCES CANADA LIMITED, MOBIL OIL
                      CANADA LTD., ALLIED-SIGNAL INC., HOME
                      OIL COMPANY LIMITED, KERN COUNTY LAND
                     COMPANY and MOBIL OIL CANADA PROPERTIES

                                                                   THIRD PARTIES

AND BETWEEN:

                     COLUMBIA GAS DEVELOPMENT OF CANADA LTD.
                         (now ANDERSON OIL AND GAS INC.)

                                                       PLAINTIFF BY COUNTERCLAIM
                                     - and -

                  CANADA SOUTHERN PETROLEUM LTD., AMOCO CANADA
                     RESOURCES LTD., AMOCO CANADA PETROLEUM
                    COMPANY LTD., CANADIAN SUPERIOR OIL LTD.
                (now MOBIL RESOURCES LTD), MOBIL OIL CANADA LTD.,
                     IMPERIAL OIL LIMITED and ESSO RESOURCES
               CANADA LIMITED (now IMPERIAL OIL RESOURCES LIMITED)

                                                      DEFENDANTS BY COUNTERCLAIM

                AMENDED THIRD PARTY NOTICE FILED BY AMOCO CANADA
                    PETROLEUM COMPANY LTD., AMOCO PRODUCTION
                     COMPANY AND AMOCO CANADA RESOURCES LTD.
                        (FORMERLY DOME PETROLEUM LIMITED)

TO:      ANDERSON OIL AND GAS INC. (formerly


<PAGE>




         COLUMBIA GAS DEVELOPMENT OF CANADA LTD.)

         MOBIL RESOURCES LTD. (formerly CANADIAN SUPERIOR OIL LTD.)
         IMPERIAL OIL RESOURCES LIMITED (formerly ESSO RESOURCES CANADA LIMITED)
         MOBIL OIL CANADA LTD.
         ALLIED-SIGNAL INC.
         HOME OIL COMPANY LIMITED
         KERN COUNTY LAND COMPANY
         MOBIL OIL CANADA PROPERTIES



         TAKE  NOTICE  that an  action  has  been  commenced  by the  Plaintiffs
against,  inter alia,  Amoco Canada  Petroleum  Company Ltd.,  Amoco  Production
Company and Amoco  Canada  Resources  Ltd.  (formerly  Dome  Petroleum  Limited)
(hereinafter  "these  Defendants"),  which Statement of Claim was amended May 8,
1990 and November 17, 1993, a copy of which is delivered herewith;

         AND FURTHER TAKE NOTICE that these  Defendants  dispute the Plaintiffs'
claim on the grounds  which appear in the Statement of Defence filed herein but,
in the event these Defendants are held liable to the Plaintiffs they and each of
them  claim  to be  entitled  to  indemnity  or,  alternatively,  indemnity  and
contribution  from the Third  Parties  with  respect  to any  amounts  which the
Plaintiff may recover against these Defendants,  whether for judgment,  interest
or costs;

         AND FURTHER  TAKE NOTICE that the grounds of these  Defendants'  claims
against the Third Parties are as follows:

1. These  Defendants  are bodies  corporate  and each of the Third  Parties  are
bodies  corporate save for Mobil Oil Canada  Properties  which is a partnership.
Anderson  Oil and Gas Inc.  ("Anderson")  was  formerly  known as  Columbia  Gas
Development  of Canada Ltd.,  Imperial Oil Resources  Limited  ("Imperial")  was
formerly known as Esso Resources Canada Limited and Mobil Resources Ltd. ("Mobil
Resources")  was formerly  known as Canadian  Superior  Oil Limited.  Additional
particulars of each body  corporate  being set forth in the Statement of Defence
filed by these Defendants and as adopted by reference in the Counterclaim  filed
by these  Defendants  in action  8801-13549.  The terms H-S Group,  C-M-O Group,
PanAmerican Assignment,  Dome Assignment,  1959 Agreement, 1966 Settlement,  the
Columbia Farmout,  the Properties,  and the Kotaneelee area are terms defined in
the said Statement of Defence and Counterclaim filed in action 8801-13549, which
said terms have the same  meaning in this Third  Party  Notice as they do in the
Statement of Defence and Counterclaim.


<PAGE>

2. The Defendants,  Amoco Canada Petroleum Company Ltd. (Amoco Canada) and Amoco
Production  Company (Amoco  Production) claim  contribution and indemnity as set
forth herein:

         (a)      any liability  of Amoco Canada  and  Amoco  Production  to the
                  Plaintiffs,  whether arising through the 1959 Agreement or the
                  PanAmerican Assignment,  the  1966  Settlement,  the  Columbia
                  Farmout,  or  otherwise  for  any  alleged  obligation  to the
                  Plaintiff, which obligation is not admitted but denied,  was a
                  shared obligation with  the members of the  H-S Group,  namely
                  Allied-Signal Inc.  (Allied-Signal),  Home Oil Company Limited
                  (Home),   Kern  County  Land  Company  (Kern  County),   Mobil
                  Resources  (formerly  Canadian  Superior  Oil  Ltd.,  formerly
                  Alminex Limited), and United Oils,  Limited (United) and their
                  successors and assigns, namely Anderson (formerly Columbia Gas
                  Development of Canada Ltd.) Imperial  (formerly Esso Resources
                  Canada Limited)  Mobil Oil Canada Ltd. (Mobil),  and Mobil Oil
                  Canada Properties (Mobil Properties);

         (b)      in the event Amoco Canada and Amoco  Production  are liable to
                  the  Plaintiffs for any amount in excess of Amoco Canada's and
                  Amoco   Production's   shared   obligation   as   hereinbefore
                  described,  which obligation is not admitted but denied,  then
                  Amoco  Canada  and  Amoco  Production  seek  contribution  and
                  indemnity  from the Third  Parties  for each one's  respective
                  share of the said joint obligation.

3. The Defendant,  Amoco Canada Resources Ltd. (formerly Dome Petroleum Limited)
(hereinafter  Amoco  Resources),  claims  contribution  and indemnity as set out
herein:

         (a)      any liability of Amoco  Resources to the  Plaintiffs,  whether
                  arising through the 1959 Agreement or the Dome Assignment, the
                  1966 Settlement or the Columbia Farmout or otherwise,  for any
                  alleged obligation to the Plaintiffs,  which obligation is not
                  admitted but denied,  was a shared obligation with the members
                  of the H-S Group,  namely Allied  Signal,  Home,  Kern County,
                  Mobil  Resources and United and their  successors and assigns,
                  namely Anderson, Imperial, Mobil, and Mobil Properties;


<PAGE>

         (b)      in the event Amoco  Resources is obliged to pay damages to the
                  Plaintiffs for any amount in excess of Amoco Resources' shared
                  obligation as hereinbefore described,  which obligation is not
                  admitted but denied,  then Amoco Resources seeks  contribution
                  and indemnity from the Third Parties for each one's respective
                  share of the said joint obligation.

4.  Additionally,  the  Defendants,  Amoco  Canada  and  Amoco  Resources,  seek
indemnification from the Third Party,  Anderson, for the claim of the Plaintiffs
on the following bases:

         (a)      (i)      On February 1, 1977 Anderson,  in accordance with the
                           terms of  the Columbia Farmout,  undertook  to  Amoco
                           Resources and Amoco Canada to indemnify and hold each
                           of them harmless from and against any and all claims,
                           demands,  suits or actions  arising out of Columbia's
                           operation thereunder.

                  (ii)     With  respect  to  paragraphs  30-32  of the  Amended
                           Amended  Statement  of Claim these  defendants  state
                           that  if the  Court  determines  there  should  be an
                           adjustment  to the  joint  account  and  the  carried
                           interest  account to reduce  the amount of  otherwise
                           recoverable  operational costs as pleaded,  then such
                           adjustment and this resulting claim,  demand, suit or
                           action arises out of Columbia's  operation  under the
                           1977   Agreement.   Particulars   of  the   aforesaid
                           operation   alleged  by  these   Defendants   against
                           Anderson  include those matters  alleged in paragraph
                           31 of the Amended Amended Statement of Claim.

         (b)      Alternatively or further:

                  (i)      On February 1, 1977 Anderson,  in accordance with the
                           terms  of  the  Columbia  Farmout,  agreed  to act as
                           operator and conduct  operations in  accordance  with
                           the 1959  Agreement,  and  accordingly  is liable for
                           gross  negligence in carrying out or failing to carry
                           out its duties;


<PAGE>

                  (ii)     With  respect  to  paragraphs  30-32  of the  Amended
                           Amended  Statement  of Claim these  defendants  state
                           that  if the  Court  determines  there  should  be an
                           adjustment  to the  joint  account  and  the  carried
                           interest  account to reduce  the amount of  otherwise
                           recoverable  operational costs as pleaded,  then such
                           adjustment   is    necessitated    by   damages   and
                           expenditures  caused by acts and failures of Anderson
                           which   constitute   gross  neglect  under  the  1959
                           Agreement.  Particulars  of the  aforesaid  acts  and
                           failures alleged by these defendants against Anderson
                           include those matters  alleged in paragraph 31 of the
                           Amended Amended Statement of Claim.

         (c)      Alternatively, or further:

                  (i)      By virtue of an agreement  effective December 1, 1980
                           entitled     Kotaneelee     Production     Facilities
                           Construction, Ownership and Operating Agreement ("the
                           Production  Facilities  Agreement"),  Anderson became
                           the   Operator   under  the   Production   Facilities
                           Agreement  and  agreed to be  liable  for any loss or
                           damage resulting or arising from its gross negligence
                           or  wilful  or  wanton   misconduct   in   conducting
                           operations under the Production Facilities Agreement.

                  (ii)     With  respect  to  paragraphs  30-32  of the  Amended
                           Amended  Statement  of Claim these  defendants  state
                           that  if the  Court  determines  there  should  be an
                           adjustment  to the  joint  account  and  the  carried
                           interest  account to reduce  the amount of  otherwise
                           recoverable  operational costs as pleaded,  then such
                           adjustment   is   necessitated   by  loss  or  damage
                           resulting  or arising  from the gross  negligence  or
                           wilful or wanton misconduct of Anderson in conducting
                           Operations under the Production Facilities Agreement.
                           Particulars  of the  aforesaid  gross  negligence  or
                           wilful  or  wanton   misconduct   alleged   by  these
                           Defendants  against  Anderson  include  those matters
                           alleged  in  paragraph  31  of  the  Amended  Amended
                           Statement of Claim.

         AND FURTHER TAKE NOTICE if you do not dispute  your  liability to these
Defendants  you will be deemed to admit  liability  to these  Defendants  to the
extent claimed in this Notice.


<PAGE>

         WHEREFORE these Defendants claim against the Third Parties:

         (a)      contribution and indemnity for any amounts including judgment,
                  interest and costs that any of these Defendants may be obliged
                  to pay to the  Plaintiffs  in excess of any shared  obligation
                  with the said Third Parties,  whether arising  pursuant to the
                  1959   Agreement,   the  PanAmerican   Assignment,   the  Dome
                  Assignment,  the 1966  Settlement,  the Columbia  Farmout,  or
                  otherwise;

         (b)      costs of the Third Party proceedings.

         WHEREFORE   the   Defendants,   Amoco   Resources   and  Amoco  Canada,
additionally claim against the Third Party, Anderson:

         (a)      indemnity  for Amoco  Resources'  and Amoco  Canada's pro rata
                  share of any amount by which otherwise recoverable operational
                  costs in the joint  account and the carried  interest  account
                  are reduced, along with an associated interest and costs;

         (b)      costs of these Third Party proceedings.

         DATED at the City of Calgary, in the Province of Alberta,  this 5th day
of February,  A.D. 1991 and DELIVERED BY Bennett Jones Verchere,  Solicitors for
these  Defendants  who address for service is in care of the said  solicitors at
4500, 855 - 2nd Street S.W., Calgary, Alberta, T2P 4K7.

         ISSUED out of  the office  of the Clerk  of the Court  of Queen's Bench
this 6 day of February, A.D. 1991.



                                                            /s/ James McLaughlin
                                                            CLERK OF THE COURT



<PAGE>
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                  NOTICE:                    No.:  9001-03466            A.D.     1990
                                             -----------------------------------------
To The Defendants(s):                                                                                       
                                                   IN THE COURT OF QUEEN'S BENCH        
Amoco     Canada     Petroleum     Company                  OF ALBERTA                  
Ltd.,     Amoco     Production    Company,         JUDICIAL DISTRICT OF CALGARY         
Amoco  Canada  Resources  Ltd.   (formerly                                                                  
Dome  Petroleum  Limited),   Anderson  Oil   -----------------------------------------
and  Gas  Inc.  (formerly   Columbia   Gas                                                                  
Development  of  Canada  Ltd.),  Mobil Oil   BETWEEN:
Canada  Ltd.,   Imperial   Oil   Resources   
Limited     (formerly    Esso    Resources           CANADA SOUTHERN PETROLEUM         
Canada  Limited),   Mobil  Resources  Ltd.              MAGELLAN PETROLEUM             
and Mobil Oil Canada Properties                      CORPORATION and PANTEPEC          
                                                        INTERNATIONAL, INC.            
You are hereby notified that the Plaintiff                                  Plaintiffs
may  enter  judgment  in  accordance  with                                             
this Statement of Claim  or such  judgment                    - and -                  
as,  according  to  the  practice  of  the                                             
Court,  he  is  entitled to,  without  any     AMOCO CANADA PETROLEUM COMPANY LTD.,    
further notice to you unless within                  AMOCO PRODUCTION COMPANY,         
                                                   AMOCO CANADA RESOURCES LTD.,        
FIFTEEN (15) DAYS                               (formerly DOME PETROLEUM LIMITED),     
                                                ANDERSON OIL AND GAS INC. (formerly    
after service  hereof upon you,  excluding   COLUMBIA GAS DEVELOPMENT OF CANADA LTD.,  
the day of service,  you cause to be filed            MOBIL OIL CANADA, LTD.,          
in the  office of  the Clerk  of the Court        IMPERIAL OIL RESOURCES LIMITED       
from which  the  Statement  of  Claim  has   (formerly ESSO RESOURCES CANADA LIMITED), 
issued either:                                       MOBIL RESOURCES LTD. and          
                                                    MOBIL OIL CANADA PROPERTIES        
(1)      A Statement of Defence; or,                                                   
                                                                            Defendants
(2)      A  Demand   of   Notice   of  any                                             
         application  to  be  made  in the   -----------------------------------------
         action be given to you;                                                       
                                                          AMENDED AMENDED              
and unless  within  the  same  time a copy              STATEMENT OF CLAIM             
of your  statement  of  Defence  or Demand                                             
of Notice is served  upon the Plaintiff or   -----------------------------------------
his solicitor at  his  stated  address for   
service.                                     This Statement of Claim is issued by:
                                                    BALLEM McDILL MacINNES EDEN
                                             Solicitors for the Plaintiff  who resides
                                             at:
                                                          Calgary, Alberta
                                             and whose address for services is in care
                                             of the said solicitors at:
                                                      4000 Petro-Canada Centre
                                                             West Tower
                                                        150 - 6th Avenue S.W.
                                                          Calgary, Alberta
                                                               T2P 3Y7
                                                           Phone: 292-9836
                                             and is addressed  to the Defendant  whose
                                             residence  as  far  as  is  known  to the
                                             Plaintiff is:
                                                          Calgary, Alberta

                                                         Our File: 27,207.37
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<PAGE>




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

BETWEEN:

                         CANADA SOUTHERN PETROLEUM LTD.
                       MAGELLAN PETROLEUM CORPORATION and
                          PANTEPEC INTERNATIONAL, INC.

                                                                      Plaintiffs

                                     - and -


                      AMOCO CANADA PETROLEUM COMPANY LTD.,
              AMOCO PRODUCTION COMPANY, AMOCO CANADA RESOURCES LTD.
                       (formerly DOME PETROLEUM LIMITED),
                            ANDERSON OIL AND GAS INC.
               (formerly COLUMBIA GAS DEVELOPMENT OF CANADA LTD.),
             MOBIL OIL CANADA, LTD., IMPERIAL OIL RESOURCES LIMITED
                    (formerly ESSO RESOURCES CANADA LIMITED),
              MOBIL RESOURCES LTD. and MOBIL OIL CANADA PROPERTIES

                                                                      Defendants


                       AMENDED AMENDED STATEMENT OF CLAIM


THE PARTIES

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.

1A. The Plaintiff,  Magellan Petroleum  Corporation  (hereinafter referred to as
"Magellan") is a corporation  incorporated  pursuant to the laws of the State of
Delaware, of the United States of America.

1B. The Plaintiff,  Pantepec  International,  Inc.  (hereinafter referred  to as
"Pantepec")  is a corporation  incorporated pursuant to the laws of the State of
Delaware, of the United States of America.


<PAGE>

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.

4. The Defendant, Amoco Canada Resources Ltd. (hereinafter referred to as "Amoco
Resources")  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
Petroleum Limited and another corporation  amalgamated,  pursuant to the laws of
Canada, to form the Defendant Amoco Resources.

5.  The  Defendant,  Anderson  Oil  and Gas  Inc.  (hereinafter  referred  to as
"Anderson")  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.  Anderson was known
as Columbia Gas Development of Canada Ltd. until Articles of Continuance,  dated
February 28, 1992, changed the name of the corporation.

5A. The  Defendant,  Mobil  Resources  Ltd.  (hereinafter  referred to as "Mobil
Resources")  is a  corporation  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.  Mobil  Resources,
which was  formerly  known as  Canadian  Superior  Oil Ltd.,  resulted  from the
amalgamation of Alminex Limited and Canadian  Superior,  pursuant to the laws of
Canada, on December 31, 1980.

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. Mobil Resources is the wholly owned
subsidiary of Mobil. On or about June 1, 1988,  Mobil and Mobil Resources formed
a general partnership, the Defendant Mobil Oil Canada Properties.


<PAGE>

7. The Defendant, Imperial Oil Resources Limited (formerly Esso Resources Canada
Limited)   (hereinafter   referred  to  as   "Imperial")  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.


BACKGROUND

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

9. The Plaintiffs  were formerly the only working  interest owners and currently
hold an  interest  in the  nature of a 33 1/3%  carried  interest  in these same
properties  in the  Kotaneelee  area.  Of the 33 1/3% carried  interest,  Canada
Southern holds a 2 2/3% carried  interest and a 2/3% carried interest as trustee
for Magellan and Pantepec respectively.

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.


GAS MARKETING OBLIGATIONS

11. In 1959,  pursuant to an oil and gas exploration,  development and marketing
contract dated as of May 28, 1959 (the "1959 Agreement"),  the Plaintiffs agreed
to transfer a 50%  interest in the oil and gas  permits to the  predecessors  or
assignors of Amoco Canada,  Amoco Resources  (formerly Dome) and Mobil Resources
(formerly Canadian Superior).  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."


<PAGE>

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

12A. It was a further express  provision of Clause L of Schedule "B" to the 1959
Agreement  that each of the  parties  to the  agreement  would  share  available
markets for production with the other parties, including the Plaintiffs.

13. Amoco Production and Amoco Resources  (formerly 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 the
Plaintiffs.  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 Resources (formerly Canadian Superior) as the successor in interest or
assignee of Alminex Limited,  one of the original parties to the 1959 Agreement,
is bound by such party's  assurance to develop and market  Kotaneelee gas at the
earliest feasible time. Mobil and Mobil Oil Canada Properties, as the successors
in  interest  or  assignees  of Mobil  Resources,  are  bound by the  terms  and
provisions  of the 1959  Agreement.  Alternatively,  Mobil and Mobil Oil  Canada
Properties  have assumed and agreed to be bound by all duties,  obligations  and
liabilities under the 1959 Agreement.

15. The 1959  Agreement  was modified by an agreement in writing  dated April 1,
1966,  in which  the  Plaintiffs'  50%  interest  in the  Kotaneelee  lands  was
converted  to a 50%  interest  in the  nature of a carried  interest  (the "1966
Agreement"). From that date to the present, the Plaintiffs have 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,  the Plaintiffs  relied upon the working interest owners who exercised
their discretion concerning operations.


<PAGE>

16. Anderson (formerly 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").  Anderson (formerly 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,  the
Plaintiffs  again agreed to reduce their interest in the Kotaneelee  lands to an
interest in the nature of 33 1/3% carried interest.

17. Anderson (formerly Columbia), either expressly or impliedly, agreed with the
Plaintiffs  that it would be bound by the  obligation  to  assure  the  earliest
feasible development and marketing of oil or gas from the Kotaneelee lands.

17A. In addition,  Anderson  (formerly  Columbia) claims a further 1.69% working
interest  in the  Kotaneelee  lands,  which it alleges  was  acquired  from Dome
pursuant to an agreement in writing dated November 13, 1970.  Anderson (formerly
Columbia)  agreed that, upon earning its interest,  it would assume and agree to
be bound by the terms and provisions of the 1959 Agreement, as amended.

18.  Imperial  (formerly  Esso)  acquired an interest in the nature of a working
interest in the Kotaneelee lands by assignment from Imperial Oil Limited,  in or
around 1978, Imperial Oil Limited, in turn, acquired its interest by transfer or
assignment from Anderson  (formerly  Columbia),  in or around 1977.  Since 1978,
Imperial  (formerly  Esso) has taken an active role in discussions and decisions
relating to the operation of the Kotaneelee lands and it is bound,  expressly or
impliedly, by all the terms and provisions of the 1959 Agreement which remain in
effect.

18A. Further,  or in the alternative,  the Plaintiffs plead and rely upon Clause
CC.6 of Schedule "B" to the 1959 Agreement which provides that:

         "CC.6 All terms, covenants, provisions and conditions of this Agreement
         shall run with  and be binding  upon the  said lands  during  the  term
         hereof."

Accordingly,  all  of  the  Defendants  who  claim  a  working  interest  in the
Kotaneelee  lands are expressly  bound by all terms,  covenants,  provisions and
conditions of the 1959 Agreement, which run with and bind the lands.


<PAGE>

18B. Further, or in the alternative, the Plaintiffs plead and rely upon Clause Q
of Schedule "B" to the 1959 Agreement which provides that:

         "Q.1     No Joint  Operator  shall  dispose of any  interest  hereunder
                  unless the person  receiving  the same  agrees  with the other
                  Joint Operators to be bound by all of the terms and provisions
                  of this Agreement."

Those  Defendants who claim an interest in the Kotaneelee lands by assignment or
transfer are obligated to recognize  and accept all of the terms and  provisions
of the 1959 Agreement.

19. The  Plaintiffs  further  state  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 the Plaintiffs and the current  working
interest owners,  for the benefit of all parties.  As such, the Plaintiffs state
that the current working  interest owners owe a fiduciary duty to the Plaintiffs
with respect to any dealings with the Kotaneelee lands.

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,  become the agents of the Plaintiffs to sell or market any gas
found in the Kotaneelee  lands. As agents,  the current working  interest owners
owe the  Plaintiffs a fiduciary  duty,  requiring  that they act with the utmost
good faith.

21.  Further,  the  Plaintiffs  placed their trust and confidence in the current
working interest owners and relied upon them to produce and market the gas found
in the Kotaneelee lands.  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 the Plaintiffs.

2lA.  Further,  the terms and provisions of the 1966 Agreement  obligated  Amoco
Canada,  Amoco Resources  (formerly Dome) and Mobil Resources (formerly Canadian
Superior) to maintain the Kotaneelee lands in good standing,  to perform and pay
the cost of managing,  exploration  and  development  of the lands,  to maintain
accounts  and  render  statements  and to  generally  operate  the lands for the
benefit of the carried  interest  owners.  As such, the current working interest
owners owe a fiduciary duty to the Plaintiffs.


<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. In the period from 1980 to 1991, the current working interest owners did not
market  or sell  any gas  from  the  Kotaneelee  lands,  except  to test the gas
dehydration system and for brief periods in 1979 and 1980,  notwithstanding that
the lands were ready and able to produce.

24. In November, 1986, Canada Southern, without any prior knowledge, was advised
by  Anderson  (formerly  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, Anderson (formerly 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. Except as referred to in paragraph 23 hereof,  the Kotaneelee lands were not
put into production  until 1991,  after the  commencement of these  proceedings,
notwithstanding  that  the  gas  fields  directly  to the  north  and  south  of
Kotaneelee,  in which the Defendant  Amoco Canada held a 100% working  interest,
have been produced and marketed to near depletion and  notwithstanding  that the
current working interest owners have,  since 1980,  produced and market 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.  Although  gas is now  being  marketed  from
Kotaneelee,  there is no assurance  that the lands will be kept in production by
the  current  working  interest  owners,  notwithstanding  that  there are other
available markets for the gas.

27. The Plaintiffs  state 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 lands;


<PAGE>

         (b)      declining the market of gas in 1986;

         (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  the
                  Plaintiffs;

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

         (g)      failing to act in good faith or in the  best  interests of the
                  Plaintiffs in dealings with the Kotaneelee lands;

         (h)      failing to share available markets for production.

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

29. By reason of the matters  aforesaid,  the Plaintiffs  state 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
lands and are in disregard of the fiduciary duty owed to the Plaintiffs.


THE CARRIED INTEREST ACCOUNT

30. Further,  as to the Plaintiffs  interests,  the 1959 Agreement,  as amended,
provided  that a portion  of  certain  expenditures  made for the joint  account
("operational   costs")  would  be  deducted   from  revenues  from   production
("operational revenues"), before any revenue would be paid to the Plaintiffs.


<PAGE>

30A. As of June 30, 1988,  Anderson (formerly  Columbia) reported that the total
operational   costs   incurred  in  relation  to  the   Kotaneelee   lands  were
$63,504,409.00,  including capital costs and operating  expenses for three wells
and a  dehydration  facility.  This  amount  has  not  been  challenged  by  the
Plaintiffs and they acknowledge that these  expenditures are properly charged to
the carried interest account.

30B. Since the commencement of these proceedings,  Anderson (formerly  Columbia)
has reported  that the total  operational  costs have now  increased to over $97
million,  without the drilling of any new wells or any further  development work
in the field.

31. The  Plaintiffs  dispute,  take  exception to and  challenge the increase in
total  operational  costs.  The  increase,  as reported  by  Anderson  (formerly
Columbia),  amounts to over $34 million.  The Plaintiffs  claim an adjustment to
the  joint  account  and the  carried  interest  account,  to  reduce  the total
operational costs from over $97 million, to the amount of $63,504,409.00,  which
was  reported  in 1988.  The  particulars  of this claim for  adjustment  are as
follows:

         (a)      The parties  expressly agreed that operational costs would not
                  include  damages  or loss  which  could  have been  controlled
                  through the exercise of reasonable  diligence by the operator.
                  Certain of the costs which the current working interest owners
                  seek to charge  to the  joint  account  and  recover  from the
                  Plaintiffs  are for  damages  or loss  which  could  have been
                  avoided  through  reasonable  diligence.  In  particular,  the
                  operator failed to take any steps to protect wells,  that were
                  shut-in, from corrosion.

         (b)      Further,  it was not an express  or  implied  term of the 1966
                  Agreement that "operational costs," as defined therein,  would
                  include unnecessary, improper or wasteful expenditures.

         (c)      Alternatively, the current working interest owners owed a duty
                  in law, as fiduciaries,  or otherwise,  to the Plaintiffs,  to
                  avoid or prevent  over-expenditure  or waste in the conduct of
                  operations  that might be chargeable  to the carried  interest
                  owners.


<PAGE>

         (d)      The Plaintiffs state that unnecessary,  improper, and wasteful
                  costs have been  incurred  in  developing  and  operating  the
                  field.  The current  working  interest  owners failed to avoid
                  gross over-expenditure in the conduct of operations.

         (e)      The unnecessary,  improper and wasteful  expenditures,  to the
                  present knowledge of the Plaintiffs, resulted from among other
                  things:

                  (i)      The entire  delegation of the  management and control
                           of operations to outside contractors;

                  (ii)     failing  to  properly   supervise  or  control  field
                           operations;

                  (iii)    failing to conduct adequate on-site supervision:

                  (iv)     failing to establish cost controls or to follow sound
                           business practices with respect to expenditures;

                  (v)      The  waste  of  the  investment  in  the  dehydration
                           facility  which  had to be  re-built  due to  design,
                           construction  and operation  defects and which is now
                           reported to have cost over $20 million;

                  (vi)     shutting-in   the  wells  without  proper   corrosion
                           protection,  which  resulted  in  the  waste  of  the
                           drilling and completion costs of those wells;

                  (vii)    the  over-expenditures  on the I-48 well which had to
                           be  side-tracked  and  recompleted,   at  a  cost  of
                           approximately  $10  million,  because it was  neither
                           properly  suspended  nor  put  into  production  when
                           markets were available.


<PAGE>

         (f)      Further,   or  in  the   alternative,   the  carried  interest
                  provisions in Schedule D to the 1959  Agreement  provided that
                  operational  costs  could  not be  deducted  from  operational
                  revenues unless certain  statements and accounts were rendered
                  to the Plaintiffs and certain conditions were met. Since 1988,
                  the current  working  interest  owners have failed to maintain
                  proper  accounts  and the  required  statements  have not been
                  rendered to the  Plaintiffs.  In addition,  the conditions for
                  the recording and charging of operational costs to the carried
                  interest owners were not fulfilled by the Defendants.

32. It is  anticipated  that when and if revenues are recovered  from the field,
the  current  working  interest  owners  will  attempt to recover the entire $97
million of reported  operational  costs.  The result will be that the Plaintiffs
will be denied the right to receive their full 33 1/3 percent  carried  interest
share of revenues from the Kotaneelee lands. Accordingly, the Plaintiffs seek an
order  of  this  Honourable  Court  declaring  that  the  proper  amount  of the
operational   costs  which  may  be  deducted  from   operational   revenues  is
$63,504,409.00  and  adjusting the joint  account and carried  interest  account
accordingly.

33. The  Plaintiffs  propose  that the trial of this action be held at the Court
House, in the City of Calgary, in the Province of Alberta.

         WHEREFORE the Plaintiffs claim against the Defendants:

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

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

         (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;


<PAGE>

         (d)      in the alternative,  a declaration that the Defendants have no
                  claim to any interest in the Kotaneelee field.

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

         (f)      in  the  alternative,  an  order  directing  division  of  the
                  Kotaneelee lands between the Plaintiffs and the Defendants;

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

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

         (i)      an order declaring that the proper amount of operational costs
                  included in the carried interest account which may be deducted
                  from operational  revenues before any revenues are paid to the
                  Plaintiffs is $63,504,409.00;

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

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

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

         (m)      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. BALLEM McDILL MacINNES EDEN, Barristers
and Solicitors,  solicitors for the Plaintiffs,  whose address for service is in
care of the said solicitors at 4000, 150 - 6th Avenue S.W., Calgary, Alberta T2P
3Y7, telephone number 292-9800.

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



                                         ---------------------------------------
                                         CLERK OF THE COURT