Exhibit 4.11

                          AMENDMENT TO RIGHTS AGREEMENT
                       DATED EFFECTIVE AS OF MAY 12, 1997


         This Amendment to that Rights Agreement dated effective May 12, 1997
(the "Rights Agreement"), is entered into effective this 28th day of December,
2001, between Foreland Corporation (the "Company") and Atlas Stock Transfer
Corporation, (the "Rights Agent") (collectively, the "Parties").

         The Parties hereby agree that paragraph 1.1(a) of the Parties' Rights
Agreement is stricken in its entirety and replaced with the following paragraph
1.1(a):

                  (a) "Acquiring Person" shall mean any person who or which,
         together with all Affiliates and Associates of such Person, shall be
         the Beneficial Owner of twenty percent (20%) or more of the Voting
         Shares of the Company then outstanding, but shall not include Colour
         Holdings Limited, a Guernsey corporation, and its affiliates and
         transferees, the Company, any Subsidiary of the Company or any employee
         benefit plan of the Company or any Subsidiary of the Company, or any
         Person or entity organized, appointed, or established by the Company or
         such Subsidiary of the Company for or pursuant to the terms of any such
         employee benefit plan.

         The Parties hereby agree that paragraph 1.1(n) of the Parties' Rights
Agreement is stricken in its entirety and replaced with the following paragraph
1.1(n):

                  (n) "Flip-over Transaction or Event" shall mean (A) a
         transaction in which, directly or indirectly, the Company shall
         consolidate with, merge with or into, or enter into an arrangement
         with, any other Person (other than Colour Holdings Limited, a Guernsey
         corporation, or any of its affiliates or transferees or a wholly owned
         subsidiary of the Company) or any other Person (other than Colour
         Holdings Limited, a Guernsey corporation, or any of its affiliates or
         transferees or a wholly owned subsidiary of the Company) shall
         consolidate with, merge with or into, or enter into an arrangement with
         the Company, and, in connection therewith, all or part of the
         outstanding Common Shares of the Company shall be changed in any way,
         reclassified or converted into or exchanged for shares or other
         securities or cash or any other property, or (B) a transaction or
         series of transactions in which, directly or indirectly, the Company
         shall sell or otherwise transfer (or one or more of its subsidiaries
         shall sell or otherwise transfer) assets:

                           (i) aggregating more than fifty percent (50%) of the
                  assets (measured by either book value or Market Price,
                  whichever results in the greater percentage); or

                           (ii) which generated during the Company's last
                  completed fiscal year or is expected to generate in the
                  Company's then current fiscal year more than fifty percent
                  (50%) of the operating income or cash flow of the Company and
                  its Subsidiaries (taken as a whole) to any other Person (other
                  than the Company or one or more of its wholly-owned
                  subsidiaries or Colour Holdings, Ltd., a Guernsey corporation,
                  or any of its affiliates or transferees) or to two or more
                  such Persons which are affiliated or otherwise acting jointly
                  or in concert.

<PAGE>

         The Parties hereby agree that paragraph 1.1(z) of the Parties' Rights
Agreement is stricken in its entirety and replaced with the following paragraph
1.1(z):

                  (z) "Separation Date" shall mean the close of business on the
         earliest of (i) the tenth day (or such later day as is determined by
         the unanimous vote of the Board of Directors and Publicly announced)
         after the Stock Acquisition Date (provided, however, that if prior to
         the date which would otherwise be the Separation Date, the Acquiring
         Person whose becoming such shall have caused the Stock Acquisition Date
         to occur, shall cease to be an Acquiring Person and shall be the
         beneficial owner of not more than 5% of the Common Stock of the
         Company, as indicated in a public announcement or public filing by such
         Person, then for purposes of this Section 1.1(z), the Stock Acquisition
         Date shall be the deemed not to have occurred), or (ii) the tenth day
         after the date of the commencement of, or first public announcement of
         the intent of any Person (other than the Company or any Subsidiary of
         the Company, or any Person or entity organized, appointed or
         established by the Company or such Subsidiary of the Company for or
         pursuant to any tender or exchange offer plan or Colour Holdings
         Limited, a Guernsey corporation, or any of its affiliates or
         transferees) to commence a tender or exchange offer or Takeover Bid to
         acquire (when added to any Voting Shares as to which such person is the
         Beneficial Owner immediately prior to such tender or exchange offer or
         Takeover Bid) Beneficial Ownership of twenty percent (20%) or more of
         the outstanding Voting Shares (provided that, if the foregoing results
         in the Separation Date being prior to the Record Date, the Separation
         Date shall be the Record Date and provided further that, if any tender
         or exchange offer or Takeover Bid referred to in clause (ii) of this
         Section 1.1(z) expires, is canceled, terminated, or otherwise withdrawn
         prior to the date which would otherwise be the Separation Date, such
         offer shall be deemed, for purposes of this Section 1.1(z), never to
         have been made), or (iii) such later date as may be fixed by the Board
         of Directors from time to time by notice to the Rights Agent and
         publicly announced by the Company (but not with respect to an event
         described in (i) or (ii) involving Colour Holdings Limited, a Guernsey
         corporation, or any of its affiliates or transferees).

         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written herein.

FORELAND CORPORATION                            ATLAS STOCK TRANSFER CORPORATION

/s/ Bruce C. Decker                                /s/ Pam Gray
-------------------------------                 --------------------------------
By:____________________________                 By:_____________________________
   Its duly authorized officer                      Its duly authorized officer

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