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                                                                 EXHIBIT 10.24.1

                                 ADDENDUM NO. 1
         TO GAS SALES AGREEMENT BETWEEN UNION OIL COMPANY OF CALIFORNIA
                          AND ALASKA PIPELINE COMPANY

This Addendum No. 1 to the Gas Sales Agreement Between Union Oil Company of
California and Alaska Pipeline Company ("GSA"), elective November 17, 2000, is
between Union Oil Company of California. ("Seller") and Alaska Pipeline Company
("Buyer") and is effective this 15th day of November, 2001.

RECITALS:

1.    On November 17, 2000, Seller and Buyer and entered into the GSA.

2.    On October 25, 2001, the Regulatory Commission of Alaska ("Commission")
      issued an order conditionally approving the GSA subject to certain
      conditions and required Seller and Buyer to file an executed addendum to
      the GSA consistent with, the Commission's order. Order Conditionally
      Approving TA 117-4 (Gas Sales Agreement) and Requiring filling, Order No.
      8, Docket No. U-01-7, Oct. 25, 2001.

3.    This Amendment No. 1 meets the requirements of the Commission's Order No.
      8.

UNDERSTANDING:

NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein, the Parties agree as follows:

1.    Article V of the GSA is amended to read in its entirety as follows:

      "The Effective Date of this Agreement is the date on which it has been
      executed by all Parties. Unless the Parties agree to extend this
      Agreement, this Agreement shall terminate on the earlier of (a) delivery
      of all Gas committed to be delivered, or (b) termination, under another
      provision of this Agreement. This Agreement also shall terminate when
      Seller delivers to Buyer 450 Bcf of Gas under this Agreement unless the
      Commission has previously determined that the continuation of this
      Agreement remains in the public interest."

2.    Paragraph 3.6 of the GSA is amended to read in its entirety as follows:

      "If the Seller forecasts and the Engineer agrees that Gas production will
      not be Economic, Seller's obligation to produce, deliver, and sell Gas
      will be suspended so long as production is expected not to be Economic,
      but this Agreement will otherwise remain in effect until terminated under
      Article V. "Economic" means the proceeds (i.e., Price times volume), net
      of all royalties, from the Gas exceed the cash out-of-pocket costs (i.e.
      the costs which would not be incurred if the Gas were not produced) of
      producing Gas with the required Deliverability. When determining whether
      production is Economic, sunk costs will not be considered, and any
      potential capital costs and other costs which would be incurred currently
      to benefit production into the future will be amortized on a straight line
      over the expected life of the remaining production including a rate of
      return

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Addendum No. 1 to Gas Sales Agreement

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      on investment equal to two percent over the interest rate set forth in
      Section 11.3 as of the date of the Economic calculation. Seller cannot
      invoke this provision on less than one hundred eighty (180) Days notice to
      Buyer. During any period that Gas production is not Economic, Seller may
      make sales to third parties at a Swing Rate of 1.2 or less, provided that
      Buyer is given a right of first refusal to purchase Gas that is not
      Economic on the same terms and conditions as Seller is willing to sell the
      Gas to third parties. Prior to selling the Gas to third parties, Seller
      shall provide Buyer with written,notice of the terms and conditions under
      which Seller is willing to sell Gas that is not Economic to third parties;
      Buyer thereafter shall have thirty (30) days to determine whether to
      exercise its right, of first refusal. If Buyer indicates in writing within
      the thirty day period its desire to purchase the Gas on the terms and
      conditions offered, Seller shall sell the Gas to Buyer under a separate
      agreement on those terms and conditions; if Buyer does not indicate in
      writing within the thirty day period its desire to purchase the Gas on
      those terms and conditions, Seller shall be entitled to sell the Gas to
      third parties on those terms and conditions. If Seller later forecasts and
      the Engineer agrees that Gas production will become Economic, Gas
      production, sales and purchases will resume except to the extent purchases
      are limited by Gas purchased under Section 3.5 (Unanticipated Shortages)."

3.    The GSA is amended to include a new Paragraph 3.3.7 which provides as
      follows:

      "3.3.7 Seller is permitted to sell under this Agreement Gas acquired by
      Seller from third parties; provided, however; that the annual volume of
      third party gas shall not exceed fifteen percent of the total annual
      volume of Gas sold by Seller under this Agreement."

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be executed
by their authorized representatives as of the Effective Date.

UNION OIL COMPANY OF CALIFORNIA

/s/ Charles A. Pierce, III
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Name: Charles A. Pierce, III
Title: Vice President
Date : 14 November 2001

ALASKA PIPELINE COMPANY

/s/ Daniel M. Dieckgraeff
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Name: Daniel M. Dieckgraeff
Title: Vice President
Date: 11/14/01

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Addendum No. 1 to Gas Sales Agreement