EXHIBIT 10.61

                                CLOSING AGREEMENT

     THIS AGREEMENT  ("Closing  Agreement")  made as of the 8th day of February,
2001

BETWEEN:

         ROCKY MOUNTAIN GAS, INC., a body corporate  incorporated under the laws
         of the State of Wyoming (hereinafter referred to as "RMG")

                                     - and -

         QUANECO,  L.L.C., a limited  liability company organized under the laws
         of the State of Oklahoma (hereinafter referred to as "Quaneco")

         (RMG and Quaneco are hereinafter collectively referred to as "Farmor")

                                     - and -

         SUNCOR ENERGY (NATURAL GAS) AMERICA INC., a body corporate incorporated
         under the laws of the State of  Delaware  (hereinafter  referred  to as
         "Farmee")

     WHEREAS,  Farmor and Farmee are parties to that  certain  Option and Farmin
Agreement, made as of December 31, 2000 (the "Agreement"); and

     WHEREAS,  the parties hereto desire to confirm  certain  matters set out in
the Agreement regarding Closing and make revisions to the Agreement;

     NOW,  THEREFORE,  in consideration of the premises hereto and the covenants
and agreements contained, the parties hereto covenant and agree as follows:

1.0  Definitions

Unless otherwise  expressly indicated herein, the definitions of terms and words
set forth in the Agreement are adopted and incorporated herein by reference.

2.0  Closing

     Farmor,  in consideration for the Option Payment paid by Farmee as provided
for  in  the  Agreement,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged  by Farmor,  hereby grants to Farmee the exclusive and  irrevocable
right to conduct the Phase One  Drilling  Program on the Option Lands during the
Option  Period.  The  parties  hereto  confirm and agree that Farmee will be the
operator of the Phase One Drilling  Program and RMG will  contribute Two Hundred
Fifty  Thousand  Dollars  ($250,000.00)  in cash to the  cost of the  Phase  One
Drilling Program.



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3.0  Revisions to Agreement

     The parties  hereto hereby agree to and accept the  following  revisions to
the Agreement.

         a)       Page 2, Subparagraph 1.1 i)(i):  After "Petroleum Rights" add
                  "or Tangibles".
         b)       Page 3, Subparagraph 1.1 k):  In the last line, replace "prior
                  to the Closing Date." with "within sixty (60) days after the
                  Closing Date."
         c)       Page 3,  Subparagraph 1.1 n): In lines two and three,  replace
                  "One Million Seven Hundred Six Thousand Eight Hundred Thirteen
                  Dollars and Forty  cents  ($1,706,813.40)"  with "One  Million
                  Seven Hundred Five Thousand  Twelve  Dollars and Seventy cents
                  ($1,705,012.70)".
                   In lines four and five,  replace "one  hundred five  thousand
                  one hundred  seventy two decimal four  (105,172.4)"  with "one
                  hundred five  thousand two hundred sixty five decimal six nine
                  (105,265.69)".  In lines six and seven,  replace "six thousand
                  four hundred  sixty one decimal three seven  (6,461.37)"  with
                  "six   thousand   three   hundred  one  decimal   three  seven
                  (6,301.37)".
         d)       Page 4,  Subparagraph 1.1 v): In lines two and three,  replace
                  "Three  Million Six Hundred  Eighty One  Thousand  Thirty Four
                  Dollars  ($3,681,034.00)"  with  "Three  Million  Six  Hundred
                  Eighty Four  Thousand Two Hundred  Ninety Nine Dollars and Ten
                  cents  ($3,684,299.10".  In lines four and five,  replace "one
                  hundred  five  thousand  one hundred  seventy two decimal four
                  (105,172.4)" with "one hundred five thousand two hundred sixty
                  five decimal six nine (105,265.69)".
         e)       Page 4,  Subparagraph 1.1 w): In lines two and three,  replace
                  "Two  Hundred  Forty Five  Thousand  Five  Hundred  Thirty Two
                  Dollars and six cents  ($245,532.06)" with "Two Hundred Thirty
                  Nine  Thousand  Four  Hundred  Fifty Two Dollars and Six cents
                  ($239,452.06)".  In lines four and five, replace "six thousand
                  four hundred  sixty one decimal three seven  (6,461.37)"  with
                  "six   thousand   three   hundred  one  decimal   three  seven
                  (6,301.37)".
         f)       Page 6, Paragraph 2.1:  In line nine, add a period after
                  "Closing Date".
         g)       Page 11, Paragraph 4.2:  In line one, after "the Option" add
                  "with respect to Block 1 of the Option Lands".  In line one,
                  after "Purchase Price" add "1".  In line two, replace "the
                  Option" with "said Option".
         h)       Page  15,  Subparagraph  7.1 a):  In line  one,  replace  "any
                  leases, and" with "any lands which are subject to leases, or".
         i)       Page 16, Subparagraph 7.1 e):  In line seven, replace "7.1(c)"
                  with "7.1(d)".
         j)       Page 19, Paragraph 9.7:  At the end of the paragraph, add:
                  "The Parties agree that any costs of  arbitration  shall be
                  allocated  in  accordance  with the participating interests
                  set out in Paragraph 3.5 hereof."
         k)       Schedule  "A":  Schedule "A" to the Agreement is replaced with
                  Schedule "A" attached to this Closing  Agreement with the same
                  effect  as if  the  Schedule  "A"  attached  hereto  had  been
                  attached to the Agreement on the date of its execution.
         l)       Schedule  "B":  Schedule "B" to the Agreement is replaced with
                  Schedule "B" attached to this Closing  Agreement with the same
                  effect  as if  the  Schedule  "B"  attached  hereto  had  been
                  attached to the Agreement on the date of its execution.



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4.0  Conditions

     All Closing  conditions  required by the  Agreement  to be  satisfied at or
prior to the Closing Date have been  satisfied or, if not  satisfied,  have been
waived by Farmee.

5.0  Drilling Permits

     The Parties  acknowledge and agree that sixty-one (61) of the  seventy-nine
(79)  drilling  permits to be  authorized  by the  Montana  Board of Oil and Gas
Conservation  ("MBOGC") within the Castle Rock area,  pursuant to the Settlement
Agreement  between the Northern Plains Resource  Council and the MBOGC,  will be
allocated for drilling under the Agreement. Further, the Parties acknowledge and
agree that  fifty-six  (56)  drilling  permits to be authorized by the Bureau of
Land Management within the Castle Rock area will be allocated for drilling under
the Agreement.

6.0  Non-Merger

     This Closing  Agreement is not  intended to supersede  the  Agreement or to
vary or affect, or effect a merger of, any of the terms,  conditions,  covenants
representations  or  warranties  thereof or  contained  therein,  other than the
revisions to the  Agreement  contained in Paragraph  3.0 hereof,  but is entered
into only for the purpose of making  revisions to the Agreement,  confirming the
status of the Closing conditions and effecting and confirming the payment of the
Option  Payment  and the grant by Farmor to Farmee of the right to  conduct  the
Phase One  Drilling  Program on the Option  Lands in the manner and on the terms
set forth in the Agreement.

7.0  Enurement

     This Closing Agreement shall be binding upon and shall enure to the benefit
of each of the parties  hereto and their  respective  successors  and  permitted
assigns.

8.0  Further Assurances

     Each party hereto will, from time to time, and at all times  hereafter,  at
the request of the other party hereto, but without further consideration, do all
such further acts and execute and deliver all such further documents as shall be
reasonably required in order to fully perform and carry out the terms hereof and
of the Agreement.

9.0  Effective Time

     This Closing Agreement shall be effective as of the Closing Date.



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IN WITNESS WHEREOF the parties hereto have executed this Closing Agreement as of
the date and year first  above  written,  effective  for all  purposes as of the
Closing Date.




FARMOR

ROCKY MOUNTAIN GAS, INC.                        QUANECO, L.L.C.

Per:     /s/   Peter G. Schoonmaker         Per:    /s/   Paul Mysyk
     -----------------------------------         -------------------------------

Name:    Peter G. Schoonmaker               Name:    Paul Mysyk
      ----------------------------------          ------------------------------

Title:      President                       Title:      Managing Member
       ---------------------------------           -----------------------------


FARMEE

SUNCOR ENERGY (NATURAL GAS AMERICA INC.

Per:     /s/  Stephen Kaufman               Per: /s/ Frederick W. Obernolte, Jr.
     -----------------------------------         -------------------------------

Name:    Stephen Kaufman                    Name:   Frederick W. Obernolte, Jr.
      ----------------------------------          ------------------------------

Title:     Vice President                   Title:     Director
       ---------------------------------           -----------------------------


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