NARCO #282  (HAND WRITTEN)


KOCH
--------------------------------------------------------------------------------
KOCH  HYDROCARBON  COMPANY

                                                               December 28, 1989


Amoco  Production  Company
P.  0.  Box  591
Tulsa,  OK  74102

Re:  The  Gas  Processing Agreement dated June 1 1986, ("The Agreement") between
Amoco Production Company ("Producer") and Koch Hydrocarbon Company (successor in
interest  of  Oryx  Energy  Company,  hereinafter  referred  to as "Processor").

Gentlemen:

As  you may be aware, Processor has purchased the Denver Central Plant which was
owned  by  Oryx.  Your gas covered by The Agreement(s) referenced above has been
processed  in  that  Plant.

If  justified  economically,  Processor  may  terminate  operation of the Denver
Central Plant and place into service a gathering line connecting your production
with  Processor's  Third  Creek  Plant.   If this operational change is made, we
believe  you will see an increase in the price you are paid for your gas for the
reason  that (i) the Third Creek Plant is more efficient than the Denver Central
Plant, and (ii) the geographical location and liquid and residue sales lines out
of  the  Third  Creek  Plant  will allow Processor to sell its Plant liquids and
residue  gas  residue  gas  at prices which are generally higher than obtainable
from  the  Denver  Central  Plant.  A comparison of prices of the Denver Central
Plant versus the prices of the Third Creek Plant for the month of October, 1989,
is  attached  to this letter. (Such comparison is based on actual October prices
but  is  an  example  for  illustrative purposes only, and does not constitute a
warranty  of  minimum  or  periodic  prices.)

In  order to defray a portion of Processor's costs in connecting your gas to the
more  efficient Plant and enhanced marketing situation, it will be necessary for
Processor  to  charge  Producer  a  Gathering  Fee  of  twelve  cents ($.12) per



      The Dome Tower - Suite 1570 - 1625 Broadway - Denver, Colorado 80202 -
                                  303/623-1993


<PAGE>
Amoco  Production  Company
December  28,  1989
Page  Two

MCF  of  gas delivered through this connecting line, based upon the MCF's of gas
delivered  to  Processor  at  the  Point(s)  of  Delivery  provided  for  in The
Agreement(s),  effective  December  1,  1989.
If  you are in agreement with the foregoing provisions of this letter, please so
indicate  by signing as provided for below.   In order for you to take advantage
of  the  enhanced  marketing  opportunity, please return executed copies of this
letter  to  the  undersigned  no  later  than  the  end of the month of January;
otherwise, we will assume you wish to remain with the status quo with respect to
the  marketing  of  your  liquids  and  residue  gas.
Except  as hereinabove amended, The Agreement(s), and any amendments thereto not
hereby  superseded,  shall  remain  in  full  force  and  effect.
If  you  have  any  questions in regard to the foregoing, please call either Ms.
Janie  Hostetter  or  Mr.  Lance  Larkin  @  303-  623-1993.


                                       Yours  truly,
                                       D.  J.  Zaloudek


Accepted  and  agreed  to  this  day  of
    14   day  of  February  ,  1990
  -----           --------       --
AMOCO  PRODUCT  COMPANY
By:  (SIGNED)
   ----------------------
Its:  Attorney-in-Fact
  -----------------------


<PAGE>
<TABLE>
<CAPTION>
                             CONTRACT SUMMARY BRIEF
<S>                                           <C>
                              ContractNumber  282
                              ProducerNumber  23557
                                ProducerName  Nova  Energy
                                ContractType  P
                                ContractDate  6/1/1986
                               EffectiveDate  6/1/1986
                                ContractTerm  60
                              ExpirationDate  1Jun91
                                 RenewalCode  A
                       TerminationNoticeDays  90
                   UnprofitabilityNoticeDays  30
                             MeasurementTest  6
                                     BtuTest  6
                                 PaymentDays  25
                              AuditProvision  0
                         ProductSalesPercent  0.65
                            ProductSalesBase  99
                         ResidueSalesPercent  0.65
                              ResidueGasBase  99
                      CondensateSalesPercent  0
                          CondesateSalesBase  99
                           WellheadPriceCode
                                  FixedPrice  0
                                   IndexCode  0
                             IndexAdjustment  0
                                   BasePrice  0
                        PercentPriceIncrease  0
                           PriceIncreaseBase  0
                               UnitOfMeasure  Mmbtu
                                PressureBase  14.65
                                 Deduct1Code  30
       Deduction  Rate  Codes.DeductRateDesc  Third Creek Gathering
       Deduction  Rate  Codes.DeductRateDesc  0.12
    Deduction  Rate  Codes.Unit  of  Measure  Mcf
                             Deduct1CalcCode  9
  Deduction Calculation Codes.DeductCalcDesc  Wellhead  Mcf
                                 Deduct2Code     99
    Deduction  Rate  Codes  3.DeductRateDesc  Not  Applicable
    Deduction  Rate  Codes  3.DeductRateDesc  0
      Deduction Rate Codes 3.Unit of Measure
                             Deduct2CalcCode  99
Deduction Calculation Codes 1.DeductCalcDesc  Not  Applicable
                                 Deduct3Code  99
    Deduction  Rate  Codes  1.DeductRateDesc  Not  Applicable
    Deduction  Rate  Codes  1.DeductRateDesc  0
      Deduction Rate Codes 1.Unit of Measure
                             Deduct3CalcCode  99
Deduction Calculation Codes 2.DeductCalcDesc  Not  Applicable
                                 Deduct4Code  99
    Deduction  Rate  Codes  2.DeductRateDesc  Not  Applicable
        Deduction  Rate  Codes  2.DeductRate  0
      Deduction Rate Codes 2.Unit of Measure
                             Deduct4CalcCode  99
Deduction Calculation Codes 3.DeductCalcDesc  Not  Applicable
                                 PayOperator  FALSE
                                                                     Denver Central System, Elbert County, Legal Description:
                                                                     Sec7,T6S,R62W,Koch Contract Number 1903
                          ContractDedication
                              LastUpdateUser  Receptionist
                              LastUpdateDate  18Nov96
                       MaximumResiduePercent  0
                       MinimumResiduePercent  0                      Term @ 6-1-86 5 years
                       MaximumLiquidsPercent  0                      Thereafter - year by year
                       MinimumLiquidsPercent  0                      Terminate 3 months notice
                         Maxi8mumVolumeLimit  0                      See page 25
                          MinimumVolumeLimit  0                      (HAND WRITTEN)
                             VolumeLimitCode  1
                           VolumeMeasureCode  1
                        EthaneRecoveryFactor  0
                       PropaneRecoveryFactor  0
                     IsoButaneRecoveryFactor  0
                  NormalButaneRecoveryFactor  0
                    IsoPentaneRecoveryFactor  0
                 NormalPentaneRecoveryFactor  0
                       HexanesRecoveryFactor  0
                            RecoveryCalcCode  99
                       GuaranteedFL&UPercent  0
                                FL&UCalcCode  99


                                                      Third
                             Contract Number  Meter   Party
                                              Number  Number    Meter Name
                                   282         1437           CHAMPLIN 569-E
</TABLE>


<PAGE>


                         GAS SALES and PURCHASE CONTRACT



                                     Between



                            AMOCO PRODUCTION COMPANY
                                 (HAND WRITTEN)

                                     SELLER
                                       and
                            AMOCO PRODUCTION COMPANY
                                      BUYER

                    Dated ____JUNE 1, 1986__(HAND WRITTEN)__
                          ----------------------------------
                 Amoco Contract No.____118689_(HAND WRITTEN____
                                   ----------------------------


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------

                                            Page
<S>             <C>                         <C>

Article I       Definitions                    2
Article  11     Purpose and Commitments        4
Article  III    Point of Delivery              4
Article  IV     Quantity                       5
Article  V      Quality                        6
Article  VI     Meters and Computations of
A               Volumes                        8
Article  VII    Tests                         11
Article  VIII   Residue Gas                   12
Article  IX     Liquid Products and Ethane    14
Article  X      Price                         16
Article  XI     Payment                       18
Article  xii    Warranty                      18
Article  XIII   Reservations of Parties       19
Article  XIV    Royalty and Taxes             20
Article  XV     Drip                          20
Article  XVI    Force Majeure                 21
Article  XVII   Unprofitable Gas              22
Article  XVIII  Producing Schedule            23
Article  XIX    Right-of-Way                  24
Article  XX     Indemnity                     24
Article  XXI    Regulatory Bodies             25
Article  XXII   Unitization                   25
Article  XXIII  Term                          25
Article  XXIV   Counterpart Execution         26
Article  XXV    Assignment                    26
Article  XXVI   Notices                       26
</TABLE>


                              Execution of Contract
                                   Exhibit "A"
CON391
                                 55295 (STAMPED)


<PAGE>
                         GAS SALES AND PURCHASE CONTRACT
                         -------------------------------



hereinafter  referred  to  as "Seller," and AMOCO PRODUCTION COMPANY, a Delaware
Corporation, as Operator of the Peoria Gas Plant, and acting individually and as
authorized  by  those  Plant  Owners  purchasing  a  proportionate  share of gas
hereunder  in accordance with that certain Agreement for the Ownership, Arapahoe
County,  Colorado,  hereinafter  referred  to  collectively  as  "Buyer."

     W  I  T  N  E  S  S  E  T  H,  That:

     WHEREAS,  Seller  owns  and  holds certain valid and subsisting oil and gas
leases  on  or  oil  and  gas mineral interests in lands in Adams, Arapahoe, and
                                                            --------------------
Elbert_(HAND  WRITTEN)County,  Colorado,  which  leases, lands and interests are
    ------------------
more  particularly  described  in  Exhibit  "A"  attached hereto and made a part
hereof;  and,

WHEREAS,  Buyer  desires  to purchase gas hereunder for processing in its Peoria
Gas Plant for the recovery of liquefiable products and residue gas from the area
in  which  said  leases  or  mineral  interests  of  Seller  are  located.

     NOW  THEREFORE,  in  consideration of One Dollar ($1.00) and other good and
valuable  payments  and  covenants  hereinafter  specified, the parties agree as
follows:




                                 55295 (STAMPED)
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

     1.1     For  the  purpose  of  this contract, certain terms and expressions
herein  used  are  defined  as  follows:

     a.     "Gas"  shall  mean  all  gaseous  hydrocarbons  or  mixtures thereof
produced  in  the vapor state from a well, including casinghead or oil well gas,
gas  well  gas,  and  gas  vaporized  from  oil  or  condensate.

     b.     "Gas  well"  shall  mean  a  well  that  produces  gas  that  is not
associated  or  blended with oil at the time of production, or that produces gas
from  a  formation  or producing horizon productive of gas only encountered in a
well  bore  through  which  oil  also  is produced through the inside of another
string  of  casing, or that produces more than 100,000 cubic feet of gas to each
barrel  of  oil  from  the  same  producing  horizon.

     c.     "Oil  well"  as  used  herein  shall  mean a well from which the gas
produced  is  indigenous  to  oil,  in  its  natural  state as produced, whether
produced from the same strata from which oil is produced, or by the enduction of
gas  by  compressors,  or  other means for lifting oil, as well as gas vaporized
from  oil  after  production.

     d.     "Gas  Plant"  or "plant" shall mean all tanks, machinery, equipment,
fixtures,  appliances, pipe, valves, fittings and material of any nature or kind
whatsoever,  including appropriate storage, shipping, treating, dehydration, and
delivery facilities for plant products; all buildings and structures of any kind
whatsoever  located,  or  to  be  located,  or  the  site  or sites at which the
compressing  and  processing  facilities  of  Buyer  are  located,  all



CON391                                2
<PAGE>


easements  pertaining  to such site or sites and the operation of the plant, gas
gathering system, and any and all other facilities and appurtenances located, or
to  be  located,  on  or  away  from  such  site  or sites deemed by Buyer to be
necessary  for  the  successful  operation  of  the  plant.

     e.     "Liquid products" shall mean ethane if removed, propane, butanes and
natural gasoline, individually or as a mixture, and any other liquid hydrocarbon
product  recovered  in  Buyer's  plant.

     f.     "Residue  gas"  shall  mean  that portion of the gas remaining after
recovery  of  liquid  products.

     g.     "Residue  gas  remaining"  shall mean residue gas as herein defined,
less  such  portion  thereof  required  for  plant  operations.

     h.     "Surplus  residue  gas"  shall  mean residue gas remaining as herein
defined,  less  such portion thereof returned to leases or mineral interest from
which  gas  is  supplied  to  the  plant.

     i.     "Plant  products"  shall  mean any one or all of liquid products and
residue  gas  as above defined. "Cubic foot of gas" shall mean the amount of gas
necessary  to  fill  a  cubic  foot  of  space, when the gas is at a pressure of
fourteen  and  sixty-five one hundredths (14.65) pounds per square inch absolute
and  at  a  temperature  of  sixty  (60)  degrees  Fahrenheit.

     k.     "MCF"  shall  mean  one  thousand  cubic  feet  of  gas.

     l.     "Day"  shall  mean  period  of  twenty-four  (24)  consecutive hours
beginning  and  ending  at  7:00  o'clock  a.m.  Rocky  Mountain  Time.


CON391                                 3
<PAGE>
     m.     "Month"  shall  mean  the  period  beginning  on  the first day of a
calendar  month  and  ending  on  the  first day of the next succeeding calendar
month.

                                   ARTICLE II

                             PURPOSE AND COMMITMENTS
                             -----------------------

     2.1     The  gas  hereby  sold  is  conveyed  to  Buyer  for the purpose of
recovering  and  disposing  of such plant products as are made from time to time
including  the  disposition  of  surplus  residue  gas.

     2.2     Subject  to the stipulations and conditions herein specified and to
the  extent of Seller's interest, Seller hereby commits, grants, bargains, sells
and  agrees  to  deliver to Buyer, and Buyer agrees to purchase and receive from
Seller,  Seller's share of all gas produced from all formations from the surface
of  the  ground to the base of the lowest formation of Cretaceous age from wells
now  or  hereafter  located  upon  the  lands  described in Exhibit "A" attached
hereto.

                                   ARTICLE III

                                POINT OF DELIVERY
                                -----------------

     3.1     The  point  of  delivery  of  the  gas, for measurement, allocation
purposes,  and  sampling  hereunder shall be at a mutually agreeable location or
locations  on  the  Plant  gathering  system.  Seller  shall  provide  adequate
liquid-gas  separation  facilities  upstream  of  the  point  of  delivery.

     3.2     Gas  shall be delivered by Seller to Buyer at a sufficient pressure
to  enter  Buyer's  gathering system not to exceed 60 psig, and Seller agrees to
operate  its  mechanical liquid-gas separators at the minimum pressure to effect
the  delivery  of  gas  hereunder.

     3.3     It  is further agreed that during the term hereof, in the event any
well  located  on  lands  shown  on


CON391                                4
<PAGE>
Exhibit  "A"  is productive, or becomes productive of gas, Seller shall promptly
give buyer notice in writing thereof. Thereafter, Buyer shall promptly determine
the  quality  and  quantity  of  gas  available.  If  Buyer  determines that the
connection  of  such  gas  is  uneconomical  due  to the quality and/or quantity
thereof;  or  if,  in  the  Buyer's  exclusive  opinion, his plant does not have
sufficient  capacity to process the tendered gas, or for any reason Buyer elects
not  to  connect  such gas, Buyer shall promptly give Seller notice thereof, and
Buyer  shall  be  relieved  henceforth of any obligation to connect such gas for
processing  at  the  plant,  and  Seller  may by thirty (30) days written notice
withdraw  such  gas  and the acreage attributable thereto from the terms of this
contract.  If  Buyer  elects  to connect such gas, he shall have forty-five (45)
days  after  right-of-way  has  been  obtained  by Buyer to connect and commence
receiving  such  gas.

     3.4     Title  to  all  gas shall pass from Seller to Buyer at the point of
delivery.  Seller  shall  be solely liable and responsible for said gas prior to
delivery  thereof  to  Buyer, and Buyer shall be liable and responsible therefor
from  and  after  the  point  of  delivery.

                                   ARTICLE IV

                                    QUANTITY
                                    --------

     4.1     The  Buyer agrees to take all the gas testing more than nine-tenths
(.9)  of  a  gallon of propane and heavier liquefiable hydrocarbons per thousand
cubic  feet  of  gas,  determined  in  accordance with Paragraph 7.1 (a) hereof,
provided  that  during periods when gas production from the properties connected
to Buyer's plant exceeds Buyer's pipeline or compressor capacity in the field or
plant  capacity  and/or  Buyer's  surplus  residue  gas  market,


CON391                                5
<PAGE>
Buyer shall be obligated to take ratably as to quantity first from all oil wells
connected to Buyer's plant, and thereafter, to the extent possible, from all gas
wells  connected to Buyer's plant, it is being understood that the taking of gas
well gas shall be subservient to the taking of oil well gas during such periods.
Seller  shall have the right to dispose of any gas not taken by Buyer; provided,
however, Seller must give thirty (30) days notice that it proposes to dispose of
said  gas,  and  Buyer shall have the option to elect to take said gas by giving
written  notice  within  said thirty (30) day period to Seller that it elects to
take said gas under the terms and conditions of this Contract. If Buyer does not
resume  taking  said  gas  by the end of said thirty (30) day period, Seller may
dispose  of  said  gas,  and  Buyer  shall  release said gas from this Contract,
provided  Buyer's residue gas sales contract allows such a release. In the event
Seller  should  not  dispose  of  all or any part of said gas within one hundred
eighty (180) days after the expiration of said first thirty (30) days' notice of
its  intention to dispose of said gas, Buyer will again have the option to elect
to  take  said  gas  as  hereinabove  set  forth.

                                    ARTICLE V

                                     QUALITY
                                     -------

     5.1  The  gas  delivered  hereunder  shall  comply  with  the  following
specifications:

     a.     The  gas  shall  be  free  from  dust,  gums, free water, crude oil,
impurities  and  other  objectionable substances which may become separated from
the  gas  and  interfere  with  its  transmission.

     b.     The  gas  shall  contain  not  more  than  one-fourth (1/4) grain of
hydrogen  sulphide  per  hundred


CON391                                  6
<PAGE>
cubic  feet,  not  more  than five (5) grains of total sulphur per hundred cubic
feet,  not more than one (1) grain of mercaptan per one hundred (100) cubic feet
and  not  more  than  three  percent  (3%)  by  volume  of  carbon  dioxide.

     c.     The  gas  shall  not  contain in excess of two-tenths of one percent
(0.2%)  by  volume  of  oxygen.

     d.   The  gross heating value of the gas, wet basis, shall not be less than
one  thousand  one  hundred  (1,100)  British  thermal  units  per  cubic  foot.

     5.2     If  Buyer accepts delivery of any gas not complying with any of the
specifications  in  Sub-paragraphs  5.1  (a) and (b) above, Buyer shall have the
right  to  deduct  from  the  price otherwise payable under Article X hereof the
reasonable  cost, including return on undepreciated investment, of purifying all
such  gas  so  accepted  by  Buyer.

     5.3     The  determinations  as  to  conformity  of  the  gas  with  the
specifications set forth in Subsections (b), (c), and (d) of Paragraph 5.1 above
shall  be  made by Buyer in accordance with generally accepted procedures of the
industry.  Such  determinations shall be made as often as Buyer deems necessary.
Buyer  shall  notify  Seller  in  writing  of  the  date  of  making  any  such
determinations

at  least  ten (10) days prior thereto. Seller may witness the determinations or
make  joint  determinations  with  its  own  appliances.

     5.4     In  the  event  the  gas tendered by Seller to Buyer should fail to
meet  any  one or more of the above specifications from time to time, then Buyer
shall  have the continuing right at its election to cease receiving the delivery
of  gas from Seller so long as such conditions exist. In the event buyer refuses
to accept gas tendered it hereunder for a period of sixty (60) consecutive days,
then  Seller


CON391                                  7
<PAGE>
may,  upon thirty (30) days prior to written notice, withdraw from this contract
such well or wells and the gas reserves attributable thereto from which such gas
causing  the  quality deficiency is being produced; provided, however, Buyer may
keep  this agreement in force and effect as to such well or wells by agreeing to
and commencing to receive said gas hereunder within said thirty (30) day period.

                                   ARTICLE VI

                       METERS AND COMPUTATIONS OF VOLUMES
                       ----------------------------------

     6.1     Buyer  shall  install, operate and maintain suitable orifice meter,
or  meters,  of standard make at the points of delivery provided for herein. All
meters  shall  be installed and operated and volumes computed in accordance with
the  specifications  prescribed  in the 1978 edition of ANSI/API 2530 on Orifice
Metering  of  Natural  Gas  (formerly  Gas Measurement Committee Report No. 3 of

the  Natural  Gas Department of the American Gas Association) as the same may be
amended  or  supplemented  from  time to time or by any other method agreed upon
between  the  parties hereto. Seller may, at its option and expense, install and
operate meters to check Buyer's meter, provided such check meter installation in
no  way interferes with the proper operation of Buyer's meter. The amount of gas
so  metered  shall  be  computed  to  a standard pressure of 14.65 psia and at a
standard  temperature  of  60  Fahrenheit.  For  the purposes of computation, it
shall  be  assumed  that  the atmospheric pressure is 12.1 psia and that the gas
obeys  the  Ideal  Gas  Laws  as to variations of volume with pressure, specific
gravity  and  temperature. The flowing temperature of the gas being delivered at
any  point  of delivery shall be assumed to be 60  Fahrenheit; provided however,
Buyer,  at  its  option,  may  determine  the  actual


CON391                                  8
<PAGE>


flowing  temperature  of such gas by continuous temperature recording or by spot
thermometer  readings  made  as  often  as  found  necessary.

     6.2     At  least  once  each  six  (6)  months, Buyer at its expense shall
verify the accuracy of its measuring equipment. If either party shall notify the
other  that  it  desires  a special test on any measuring equipment, the parties
shall  cooperate  to  secure  a  prompt  verification  of  the  accuracy of such
equipment. Unless otherwise agreed upon, Buyer shall notify Seller in writing at
least ten (10) days prior to any semi-annual test of its measuring equipment, in
order  that the Seller may conveniently have its representative present. Cost of
special  tests shall be borne by party requesting same if measuring equipment is
found  to  be  registering  accurately  and  by Buyer if found to be registering
inaccurately.

     6.3     If  upon  test  any measuring equipment is found to be in error not
more  than  two  percent  (2%),  previous  recordings of such equipment shall be
considered  accurate in computing deliveries hereunder, but such equipment shall
be  adjusted  at once to record accurately. If upon test any measuring equipment
shall  be  found  to  be inaccurate by an amount exceeding two percent (2%) at a
recording  corresponding to the average hourly rate of flow for the period since
the last preceding test, then such equipment shall be adjusted at once to record
accu-  rately,  and any previous recordings of such equipment shall be corrected
to  zero  error  for any period which is known definitely or agreed upon, but in
case the period is not known definitely or agreed upon, such correction shall be
for  a  period  extending over one-half of the time elapsed since the last test.


CON391                                   9
<PAGE>
     6.4     In the event a meter is out of service or registering inaccurately,
the  volume  of  gas  delivered hereunder shall be estimated by the first of the
following  methods  which  is  feasible:

     a.     Using the registration of any check meter or meters if installed and
accurately  registering,  or

b.     In  the absence of such check meter or meters, by correcting the error if
the  percentage  of  error  is  ascertained  by  calibration  or  mathematical
computation,  or

     c.     In  the  absence  of  both  (a)  and (b) the volume of gas delivered
during  any such period when meter is out of service or registering inaccurately
shall  be determined by multiplying the number of barrels of oil produced during
such  period from the wells from which gas is delivered through the meter by the
average  volume of gas delivered hereunder per barrel of oil produced during the
thirty  (30)  day period prior to the last test of the meter reflecting accurate
measurement.

     6.5     The  meter  or  meters  installed  by Buyer to measure gas sold and
purchased  hereunder  shall  be  open  to  inspection at all reasonable times to
Seller  in  the  presence of Buyer. If requested, Buyer shall send the charts to
Seller  for checking, after which they are to be returned to Buyer within twenty
(20)  days  after  receipt.

     6.6     In  the event the volume of gas received under this contract during
any  month  shall,  in  the  judgment  of  Buyer, be insufficient to justify the
expense  of  continuous  measurement,  Buyer  may  at  its  election discontinue
continuous  measurement  of the gas purchased hereunder as above provided and in
lieu  of  such  continuous measurement determine the daily average volume of gas
received  by


CON391                                 10
<PAGE>
periodical meter measurements. Such periodical measurements shall be for periods
of  not less than two weeks and shall be made whenever, in the opinion of either
party  and  in any event within thirty (30) days after written demand of Seller,
the  volume of gas delivered hereunder has changed sufficiently to again warrant
measurement,  but  in  no  event .shall such periodical measurement be made less
often  than  once each calendar year. The daily average volume of gas determined
by each such periodical measurement shall be used until, and shall be superseded
by,  the  next  periodical  measurement  as  herein  provided.

                                   ARTICLE VII

                                      TESTS
                                      -----

     7.1     Buyer  shall,  at  its  expense,  test  the  gas purchased and sold
hereunder  to  determine  the  composition  of  the  gas and specific gravity as
hereinafter  provided:

     a.     Composition  of the Gas:     Buyer shall obtain a spot sample of the
            ------------------------
gas  purchased  and  sold hereunder while the gas is being produced under normal
operating conditions. Analysis of such sample shall be made or caused to be made
by  Buyer  by  gas chromatography, or any other method accepted in the industry.
The  gallons  per  thousand cubic feet and Mol percent of each component and the
heat  content  shall  be  determined  from  said  analysis.

     b.     Specific  Gravity:     The specific gravity of the gas purchased and
            ------------------
sold  hereunder  shall  be  determined by Buyer from the analysis made under the
provisions  of  7.1  (a)  above  after  adjusting such analysis to eliminate the
presence  of  air,


CON391                                 11
<PAGE>
     or  Buyer  may  use  any  other  method  accepted  in  the  industry.

     7.2     The  tests  provided to be made under the provisions of 7.1 (a) and
(b) above shall be made semi-annually by Buyer, after ten (10) days prior notice
to  Seller;  each  such  test  shall  be  effective  the  first day of the month
following  the  making  of  such  test  and shall endure for a period of six (6)
months  unless  prior  thereto  such  tests are superseded by a special test, as
hereinafter  provided. A copy of the results of each such test shall be provided
to  Seller.  Either  party  hereto  may request in writing that special tests be
made,  at  the expense of the party requesting same, when, in their opinion, the
composition  of  the  gas or its specific gravity has changed materially. In the
event  any such special tests are made, same shall be effective immediately upon
completion and shall endure for a period until the end of the semi-annual period
within  which  such  test was made, or until superseded by another special test.

                                  ARTICLE VIII

                                   RESIDUE GAS
                                   -----------

     8.1     Buyer  may,  but  shall  not be obligated to, return residue gas to
those points where gas was originally received and measured under Paragraph 3.1,
or  to other mutually agreeable points. Seller agrees to accept such residue gas
"as  is,"  and Buyer does not warrant the quality, composition or odorization of
such  residue  gas. The use of such residue gas shall be for the development and
above  ground operations of Seller's leases and mineral interests covered hereby
and the amount of such residue gas delivered to Seller is not intended to exceed
an  amount  equal  to  the  "residue  gas  remaining"  from  the  gas  currently


CON391                               12
<PAGE>
delivered to Buyer from Seller. Buyer may deliver residue gas to Seller, at such
points, at any pressure. "Residue gas remaining" attributable to Seller shall be
determined  by  multiplying  the  total actual volume of "residue gas remaining"
from all gas delivered to said plant by a fraction, the numerator of which shall
be  the  theoretical  volume of "residue gas remaining" from the gas received at
each  point of delivery hereunder from Seller and the denominator of which shall
be  the  total theoretical volume of "residue gas remaining" attributable to all
gas  received  for  processing  in  the  Plant.

     8.2     The theoretical volume of "residue gas remaining" from gas received
at  each  point  of  delivery  under  Paragraph  3.1,  shall  be  determined  by
multiplying  the  volume of gas delivered at such point of delivery by whichever
of  the  following  is  applicable:

            (i)     The  sum of the Mol percents of the ethane and methane
                    components in the gas when ethane is not being recovered, or

            (ii)    The  Mol  percent  of  the methane component in the gas when
                    ethane is  being  recovered.

     8.3     The  volume  of residue gas delivered to Seller for development and
above  ground  operations  shall be measured and computed upon the pressure base
set  out  in  Paragraph 6.1 hereof; except when, in the event the volume of such
gas  does  not, in Buyer's judgment, justify a meter installation. If meters are
not  used,  the  volume  of  residue  gas  delivered to Seller shall be computed
monthly  from  estimates  based  on  the  number of hours the consuming or using
equipment  is  operated;  such  estimates to give due consideration to the size,
type,  horsepower,  and/or  capacity of such equipment. Buyer shall allocate the
residue  gas  as  measured  at  the  plant  discharge  into  the


CON391                                13
<PAGE>
residue  gas  system  on  the basis that each metered and/or estimated volume as
determined  at  each  point  of  delivery  bears to the summation of all metered
and/or  estimated  volumes of residue gas delivered to all Sellers. Title to all
residue  gas remaining shall pass from Buyer to seller at the point of delivery,
or  other mutually agreeable point at which Buyer delivers residue gas remaining
to  Seller,  and  Seller  shall  thereafter  own  such  gas  at  Seller's  risk.

     8.4     In  the  event "residue gas remaining" to be delivered hereunder by
Buyer to Seller shall be insufficient in quantity for the purpose of development
and  above  ground operations of Seller's properties, the seller hereby reserves
the  right  to  use  gas  from  the lands committed to this Contract pursuant to
Paragraph  2.2  above and described on Exhibit "A" attached hereto in sufficient
quantity  to  make  up  the  deficiency.

     8.5     If  Seller  accepts  and  uses  residue  gas furnished by Buyer, in
excess  of amount of "residue gas remaining" to which Seller is entitled, Seller
shall pay Buyer for such excess gas during each month the weighted average price
per  thousand cubic feet of residue gas which Buyer received for all residue gas
sold  from  the  Plant.

                                   ARTICLE IX

                           LIQUID PRODUCTS AND ETHANE
                           --------------------------

9.1     Liquid  Products:
        -----------------

     a.   The  liquid  products  attributable  to  the  gas  from  each point of
delivery  hereunder  during  each  accounting  period  shall  be  determined  by
multiplying (1) the total gallons of each liquid product recovered and sold from
the  plant  attributable  to  all  gas  processed  in  the  plant  during

CON391                                 14
<PAGE>
such accounting period times (2) a fraction, the numerator of which shall be the
theoretical  gallons  of  each  such liquid product attributable to Seller's gas
contained in such gas during such accounting period and the denominator of which
shall  be  the  sum  of  the  theoretical  gallons  of  each such liquid product
contained  in  all gas delivered to the plant for processing during such period.

     b.     Seller's theoretical gallons of each liquid product contained in the
gas  during  any  period shall be determined by multiplying the volume in MCF of
gas  received  at  each  point  of  delivery hereunder during such period by the
gallons  of  propane,  butane, pentane, and heavier liquefiable hydrocarbons per
thousand  cubic  feet, respectively, contained in the gas as determined pursuant
to  Paragraph  7.1  hereof.

9.2     Ethane:
        -------

     a.     Whenever  ethane is manufactured and sold from the plant, the ethane
attributable  to the gas received at each point of delivery hereunder during any
accounting  period  shall  be  determined by multiplying (1) the total volume of
ethane  recovered  and  sold from the plant attributable to all gas processed in
the  plant  during said accounting period times (2) a fraction, the numerator of
which  shall  be  the  volume of theoretical ethane attributable to Seller's gas
contained in such gas during such accounting period and the denominator of which
shall  be  the sum of the volumes of the theoretical ethane contained in all gas
delivered  to  the  plant  for  processing  during  such  period.

     b.     Seller's  theoretical  volume  of ethane contained in the gas during
any  period  shall  be  determined

CON391                                15
<PAGE>
by  multiplying  the  volume  in  MCF  of gas received at each point of delivery
hereunder  during  such  period by the gallons of ethane per thousand cubic feet
contained  in  the  gas  as  determined  pursuant  to  Paragraph  7.1  hereof.

                                    ARTICLE X

                                      PRICE
                                      -----

     10.1     As  full  consideration  for  the  gas  delivered  by  Seller  and
purchased  by  Buyer each month hereunder, Buyer shall pay Seller the sum of the
proceeds  computed  in  accordance with Paragraphs 10.2 and 10.3 below, less any
amounts to be deducted in accordance with Paragraph 5.2 hereof, but in any event
not more than the maximum lawful price for said gas under the Natural Gas Policy
Act  of

1978  or  subsequent  legislation  or  regulations  thereunder.

     10.2     Liquid  Products:
              -----------------

     a.     For  liquid  products,  Buyer  shall  pay  Seller sixty-five percent
(657.)  of  the  value  determined by multiplying (1) the gallons of each liquid
product attributable to the gas delivered from each point of delivery hereunder,
as  determined in Paragraph 9.1 hereof, times (2) the weighted average net sales
price  per  gallon  received  for  each  liquid  product  recovered and sold, as
determined  in  accordance  with  Paragraph  10.2  (b)  below.

b.     The weighted average net sales price per gallon shall be (1) the invoiced
value F.O.B. plant for each liquid product recovered and sold from the plant and
attributable  to  all  natural  gas processed in the plant during the accounting
period  for  which  settlement  is  made,  minus  any applicable taxes, tank car
rentals,  cash  discounts,  trade  allowances,  freight


CON391                                16
<PAGE>
equalizations,  remote  underground  storage costs, commissions to third parties
and any claims allowed for outages, impurities and contamination, divided by (2)
the  total  gallons  of  each such liquid product recovered and sold during said
period.

10.3     Residue  Gas:
         -------------

     a.     In the event that residue gas remaining from  gas purchased from any
lease  hereunder,  as determined in accordance Paragraph 8.1, shall be more than
sufficient  for  the  needs and requirements of Seller for development and above
ground  operating  purposes  upon  the premises from which said gas is produced,
then  it  is  agreed and understood by and between the parties hereto that Buyer
shall  have  the right to sell any or all of such surplus residue gas remaining.
Buyer  shall  pay  Seller  sixty-five  percent  (65%) of the value determined by
multiplying  (1)  the  MCF  of  surplus  residue  gas remaining and sold that is
attributable  to  Seller  in accordance with Paragraph 10.3 (b) below, times (2)
the weighted average price per MCF that Buyer receives for all gas sold from the
Plant.

     b.     The  surplus residue gas remaining and sold from  the plant shall be
allocated  to  each  point of delivery in the ratio that the surplus residue gas
remaining  from  such  delivery point bears to the surplus residue gas remaining
from  all  gas  delivered  to  the  plant  (determined  in  a  like  manner).

     c.   It  shall  be  the  sole  obligation  of Seller to file and diligently
pursue  any  application  required  by  the  Natural  Gas  Policy Act of 1978 or
subsequent  legislation  or  regulations  thereunder  for  a  determination  of
eligibility  for  maximum  lawful  price categories or for price deregulation if
Buyer  requests


CON391                                 17
<PAGE>
such  filings  to be made to enhance the value of the gas purchased hereunder to
Buyer  at  resale.

                                   ARTICLE XI

                                     PAYMENT
                                     -------

     11.1     Payment  will  be made by the Buyer not later than the 25th day of
the month following the month in which delivery occurred and at the time payment
is  made  a statement showing details of the accounts will be transmitted to the
Seller  accompanying  the  Buyer's check in payment therefor. Examination by the
Seller  of  the  books  of account kept by the Buyer respecting said gas account
shall  be  permitted by the Buyer at any and all reasonable hours; however, such
examination  by  the  Seller  shall  be  limited to the books of account for the
current  year  plus  the  two  preceding  years.


                                   ARTICLE XII

                                    WARRANTY
                                    --------

     12.1     Seller  warrants  title to the gas delivered hereunder and that it
has  good  right  to  sell gas to Buyer; however, Buyer shall not be required to
make  payments  to  Seller  until Seller shall have submitted abstracts of title
covering  said  lands  or  other  suitable  documentation  showing  good  and
merchantable  title  in  Seller and that Seller has good right to sell said gas,
all  to  the  satisfaction  of the attorneys of Buyer; provided, however, if the
title  of  Seller is questioned, or involved in any action, Buyer shall have the
right to withhold payment during the pendency of such action or until said title
is  freed from such question, or until Seller furnishes bond conditioned to save
Buyer  harmless  with  surety  or  other


CON391                                 18
<PAGE>
indemnities  acceptable  to  Buyer. Any payments so withheld by Buyer shall bear
interest  at  the  prime  rate.



                                  ARTICLE XIII

                             RESERVATIONS OF PARTIES
                             -----------------------

     13.1     Seller reserves gas for above ground development and operations of
its  properties  covered  hereby;  and, if Seller's leases and mineral interests
covered  hereby  are  unitized  with  others  in  the  field  where produced for
secondary recovery of oil, then Seller reserves from delivery hereunder such gas
as  is  required  for  below  ground  injection  and  repressuring.

     13.2     Seller  reserves gas for delivery to its lessors as required under
the  terms  of  its  oil  and  gas  leases.

     13.3     Seller  may  at  any  time, without liability to Buyer, clean out,
deepen,  re-work, plug back, use for injection or abandon any of Seller's wells,
or  Seller  may use any efficient, modern, or improved method for the production
of  oil.  Before  any  well  or  wells  are  taken out of service for any reason
whatsoever,  Seller shall, at its sole risk, cost, and expense, first disconnect
same  from  Buyer's  gas  gathering  system.

     13.4     Seller  hereby  specifically  reserves the right to introduce air,
gas,  water,  or  any other extraneous substances into its well or wells or into
the  formation or formations from which said well or wells are producing when in
the  exclusive  judgment  of  Seller,  the  introduction  of  such substances is
desirable  in  the  operation  of  such  well or wells for the production of oil
and/or  gas,  even  though  such  well  or  wells may be entirely destroyed as a
producer  or  producers  of gas; provided that if Seller's operations under this
paragraph  create  a  condition which, in the exclusive judgment of Buyer, makes
the  taking  and


CON391                                  19
<PAGE>
utilization  of  gas  therefrom unprofitable to Buyer, or should such operations
tend  to  endanger  the  plant  or  property  of  Buyer  or the lives of Buyer's
employees  should such diluted or contaminated gas be taken, then Buyer reserves
the  right  to  discontinue  taking  gas from the particular well or wells while
being  so  operated.



                                   ARTICLE XIV

                                ROYALTY AND TAXES
                                -----------------

     14.1     Seller  agrees to account and pay to the lessors or royalty owners
under  its leases, in strict accordance with the provisions thereof, the royalty
on  the  gas  sold  and  delivered  hereunder  to  Buyer.

     14.2     Seller  shall pay all taxes against the gas sold hereunder. In the
event any new or additional tax should hereafter be assessed on the value of the
gas  sold  to  Buyer  hereunder,  the  Seller shall pay the same. If such new or
additional  tax  is  a  type  of  tax which is assumed by a purchaser of surplus
residue  gas  under the provisions of any gas purchase agreement entered into by
Buyer,  then  to the extent such tax is required to be assumed by such purchaser
of  surplus  residue  gas,  Buyer  agrees  to  pay  to the Seller those proceeds
received  by  Buyer,  insofar  as  such  reimbursements  represent  the Seller's
proportionate  share  of such funds paid by the purchaser of surplus residue gas
under  such  agreement.



                                   ARTICLE XV

                                      DRIP
                                      ----

     15.1     Buyer shall keep reasonably clear of obstruction all its pipelines
through  which said gas is being delivered and shall own all liquid collected in
such  line.

CON391                                 20
<PAGE>
                                   ARTICLE XVI

                                  FORCE MAJEURE
                                  -------------

     16.1     Any  failure  of  either  party  hereto  to  perform  any  of  the
obligations  hereunder  except  payments  of monies due shall be excused if such
failure  is  due  to  "force  majeure"  as  hereinafter defined. The term "force
majeure"  shall  mean  acts  of  God,  strikes,  lockouts,  or  other industrial
disturbances,  acts  of the public enemy, wars, blockades, insurrections, riots,
epidemics,  landslides,  lightning, earthquakes, fires, storms, flood, washouts,
arrests  and  restraints  of  the government, either Federal or State, civil and
military,  civil  disturbances, explosions, breakage or accident to machinery or
line  of  pipe, freezing of wells or lines of pipe, partial or entire failure of
wells,  inability of any party hereto to obtain necessary materials, supplies or
permits,  due  to  existing  or  future  rules,  regulations,  orders,  laws  or
proclamations  of  Governmental  Authorities (both Federal and State), including
both  civil  and  military,  and  any  other  causes, whether of the kind herein
enumerated  or otherwise not reasonably within the control of the party claiming
suspension.

     16.2     It  is  understood  and  agreed  that the settlement of strikes or
lockouts  shall  be  entirely  within  the  discretion  of  the party having the
difficulty,  and  that  any  force majeure shall be remedied with all reasonable
dispatch;  however,  such  remedy shall not require the settlement of strikes or
lockouts  by  acceding  to  demands  of  opposing  party  when  such courses are
inadvisable  in  the  discretion  of  the  party  having  the  difficulty.


CON391                                  21
<PAGE>
                                  ARTICLE XVII

                                UNPROFITABLE GAS
                                ----------------

     17.1     In  the  event  the  gas  from  any  source  of supply on Seller's
property  is  or  becomes  insufficient  in  volume  or  liquefiable hydrocarbon
content,  or for any cause is or becomes unprofitable in Buyer's sole opinion to
gather, compress and extract the liquid products therefrom, Buyer shall have the
right to refuse to take the gas and will release that gas for Seller's disposal.
It  is  further  provided  that  if  at  any  time the volume and/or liquefiable
hydrocarbon  content  of  the gas available to Buyer, or if any cause beyond its
control,  shall render the operation of said plant unprofitable, in Buyer's sole
opinion,  Buyer  may,  by thirty (30) days written notice, cancel this contract.

     17.2     If  at  any  time  the  price  payable  for any portion of the gas
purchased  and  sold,  pursuant  to  the  terms  hereof, should, in Buyer's sole
judgement,  result  in  an  uneconomical  situation for Buyer, Buyer may, at its
option,  reduce the price payable hereunder by furnishing Seller 30 days written
notice  of  such  reduced  price  so  that,  in  Buyer's  sole  judgement,  such
uneconomical situation is alleviated. Should Buyer exercise its option as stated
above, Seller shall have the right to seek a higher price from other purchasers.
If,  within one hundred twenty (120) days from the date buyer notifies Seller of
the  reduced  price,  Seller  has  obtained a bona fide offer in writing for the
purchase  of  such  gas, which Seller is willing to accept, which is for a price
higher  than Buyer's reduced price, Seller shall give notice to Buyer in writing
of  such  offer  within ten (10) days of receipt of such offer. Buyer thereafter
shall have the option to continue the purchase of such gas at the same terms and
conditions  of

such  offer  by  notifying  Seller  in  writing  within  twenty  (20)


CON391                                  22
<PAGE>
days  from  receipt of Seller's notice that Buyer elects to continue to purchase
such  gas  at  the higher price. If Buyer does not elect to continue to purchase
said  gas  this  agreement  at Seller's option may be terminated with respect to
said gas by forwarding written notice of such termination to Buyer no later than
thirty  (30)  days prior to the date deliveries are to cease. If Seller does not
notify Buyer of a bona fide offer to purchase such gas at the higher price, this
contract shall continue in effect at the reduced price for one year, after which
the  original  contract price shall be redetermined. Should both parties then be
unable  to  agree on a redetermined price, either party may, by thirty (30) days
written  notice,  cancel  this  Contract. The effective date of any price change
pursuant  to  this Article XVII shall be the date specified in Buyer's notice to
Seller  of  the  aforesaid  reduced  price.

                                  ARTICLE XVIII

                               PRODUCING SCHEDULE
                               ------------------

     18.1     In the interest of conservation and to secure the maximum benefits
to  Seller  and  Buyer,  it  is  desired  by  the  parties  hereto to maintain a
reasonably  uniform rate of flow of gas to said plant over each twenty-four (24)
hour  period  throughout the month. It is therefore agreed that Seller shall, at
its  option,  either

     a.     Regulate  its  producing schedule so that gas will be delivered at a
reasonably  uniform  rate  of  flow,  or

     b.     Accept  and  follow  a producing schedule for all wells connected to
the  plant  to  be  established  by  Buyer in cooperation with all gas suppliers
delivering  gas  to  the  plant.

CON391                                 23
<PAGE>
     18.2     In  the event Seller refuses to comply with either 18.1 (a) or (b)
above,  Buyer shall have the right, without incurring liability to Seller of any
character  whatsoever,  to refuse to take any part or all of Seller's gas during
the  periods  of  such  noncompliance.


                                   ARTICLE XIX

                                  RIGHT-OF-WAY
                                  ------------

     19.1     Insofar  as  Seller's leases or mineral interests permit, Buyer is
granted  the  right  to  lay  and  maintain  lines  and to install any necessary
equipment  on  said  properties  and  shall have the right to free entry for any
purpose  incidental  to  plant  operations  so  long  as  such  purpose does not
interfere  with  lease  operations  or the rights of others. All liens and other
equipment  placed  by  Buyer on said properties shall remain the property of the
Buyer and, subject to the terms of this contract, may be removed by Buyer at any
time.

                                   ARTICLE XX

                                    INDEMNITY
                                    ---------

     20.1     Buyer  shall  defend,  indemnify and hold Seller harmless from any
claims for damages, causes of action, or judgments arising out of the operations
conducted  hereunder  by Buyer. Seller shall defend and indemnify and hold Buyer
harmless  from any claims for damages, causes of action or judgments arising out
of  Seller's  operations of the leases or mineral interests herein described, or
Seller's  actions  taken  with  respect  to  Gas  prior to delivery to Buyer, or
Seller's  actions taken with respect to Residue Gas after redelivery by Buyer to
Seller.


CON391                                 24
<PAGE>
                                   ARTICLE XXI

                                REGULATORY BODIES
                                -----------------

     21.1     This  contract  shall  be  subject to all valid present and future
orders,  rules  and  regulations  of  any  duly  constituted  Federal  or  State
regulatory  body having jurisdiction of the production, transportation, purchase
or  sale  of gas, and any and all failures of Seller to deliver, and of Buyer to
receive,  gas  hereunder  caused  by such orders, rules and regulations shall be
deemed  to  be  excused  under  the  provisions  of  "Force  Majeure."

                                  ARTICLE XXII

                                   UNITIZATION
                                   -----------

     22.1     Seller reserves the right to unitize any of the leases and mineral
interests  covered  hereby  with  other properties, in which event this contract
will cover Seller's interest in any such unit, but only insofar as such interest
is  attributable  to  the  leases  and  mineral  interests  covered  hereby.

                                  ARTICLE XXIII

                                      TERM
                                      ----

     23.1     This  contract  shall  be  effective as of the date and year first
above  written  and shall remain in full force and effect for a term of five (5)
years  and thereafter on a year to year basis until terminated by written notice
by  either  party  to  the  other to be given at least three months prior to the
anniversary  date.  If  this  contract  is  terminated  for  any  gas production
dedicated  hereunder  pursuant  to  the  conditions of Article XVII, the well or
wells  associated  with  said  gas shall be disconnected from Buyer's collection
system.


CON391                                 25
<PAGE>
                                  ARTICLE XXIV

                              COUNTERPART EXECUTION
                              ---------------------

     24.1     The  rights  and  obligations  imposed  by  this contract shall be
severable  as  to each person or group of persons among those listed as "Seller"
owning  a  distinct  legal  interest  in the leases or mineral interests covered
-hereby,  and  this contract shall be fully binding upon such person or group of
persons  after  execution,  irrespective  of  whether  or  not all other persons
described  as  "Seller"  join  in  the execution of this contract or of an exact
counterpart  thereof.

                                   ARTICLE XXV

                                   ASSIGNMENT
                                   ----------

     25.1     This  contract  shall  extend  to  and be binding upon the parties
hereto,  their heirs, administrators, successors and assigns, but no transfer of
or  succession  to  the  interest  of the Seller hereunder, wholly or partially,
shall  affect or bind the Buyer until it shall have been furnished at the office
of  the  Buyer  in the City of Denver, Colorado, with the original instrument or
with  the  proper  proof that the claimant is legally'entitled to such interest.

                                  ARTICLE XXVI

                                     NOTICES
                                     -------

     26.1     Notices  to  be given hereunder shall be deemed sufficiently given
and  served when and if deposited in the United States Mail, postage prepaid and
registered  or  certified,  addressed  as  follows:

     Seller:   Notices     AMOCO  PRODUCTION  COMPANY
     ------    -------

                          1670  Broadway

                          P.  O.  Box  800

                          Denver,  CO  80201

                          Attn:  Natural  Gas  Marketing  Department

                         (HAND  WRITTEN)
                          ---------------



Revenues                 Amoco  Production  Company
--------

                         P. O. Box 591

                         Tulsa,  Okla.  74102

                         (HAND  WRITTEN)
                         ---------------

CON391                           26


                           55295 (STAMPED)
<PAGE>


     Buyer:             Amoco  Production  Company

                        Amoco  Building

                        Denver,  Colorado  80202

                        Attn:  Natural  Gas  Marketing  Department

or  to such other address as either party respectfully hereinafter designates by
registered  or  certified  mail  addressed  to  the  other  party  or  parties.

     26.2     Routine  communications,  including  monthly statements, payments,
and notices of tests shall be considered as duly delivered when mailed by either
registered  or  certified mail or ordinary first-class mail, postage prepaid, to
the  appropriate  address  above  specified.

IN  WITNESS  WHEREOF,  the  parties  have  hereto  subscribed  their  names.


                                 AMOCO  PRODUCTION  COMPANY


                                 By      (signed)
                                     --------------------------------
                                      Attorney-in-Fact
                                          "Buyer"
ATTEST:


_______________________          By      (signed)
                                     --------------------------------
                                                "Seller"
ATTEST:



_______________________          By  _________________________________
                                                "Seller"

ATTEST:



_______________________          By  _________________________________
                                                "Seller"

ATTEST:



_______________________          By  _________________________________
                                                "Seller"


CON391                             27

                             55295 (STAMPED)


STATE  OF  COLORADO          )
    CITY  AND                :    ss.
 COUNTY  OF  DENVER          )

     The  forgoing  instrument  was  acknowledged  before  me  this   9th day of
                                                                      ---
January    ,1987  by  DAVID G. WIGHT.  Attorney-in-Fact for AMOCO
----------------      -------------------------------------------
PRODUCTION  COMPANY,  a  Delaware  corporation.


     WITNESS  my  hand  and  official  seal.

My Commission expires:
  January  4,1989

   (STAMPED)                                    (SIGNED)
                                          ----------------------
                                              Notary  Public

                                            1670  BROADWAY
My Commission expires:                     DENVER,CO  80201
  January  4,  1989

   (STAMPED)



  STATE  OF        )
    CITY AND       :    ss.
  COUNTY OF        )

     The  foregoing instrument was acknowledged before me this _____ day of
_________________,  1984,  by  _________________________________.


     WITNESS  my  hand  and  official  seal.



                                               ______________________________
                                                       Notary  Public

My  Commission  expires:

_____________________                              Amoco  Building
                                                   Denver,
Colorado  80202

STATE  OF         )
                  :  ss.
COUNTY  OF        )

     The  foregoing  instrument was acknowledged before me this     day of
_________________,  1984,  by  _________________________________.


     WITNESS  my  hand  and  official  seal.

     ____________________________________

Notary  Public

My  Commission  expires:                            Amoco  Building
                                                    Denver,  Colorado  80202
_____________________


<PAGE>
STATE  OF

SS.  COUNTY  OF

The  foregoing  instrument  was  acknowledged  before  me  this      day  of
1  1984,  by

WITNESS  my  hand  and  official  seal.

Notary  Public

My  Commission  expires:

Amoco  Building
Denver,  Colorado  80202

STATE  OF
SS.  COUNTY  OF

The  foregoing  instrument  was  acknowledged  before  me  this      day  of
1984,  by

WITNESS  my  hand  and  official  seal.

Notary  Public

my  commission  expires:
Amoco  Building
Denver,  Colorado  80202


CON391                                29
<PAGE>


EXHIBIT  "A"  TO

THE  GAS SALES AND PURCHASE CONTRACT DATED @'VnellllL7 COVERING LEASES AND LANDS
                                           -------------------------------------
IN  VARIOUS  FIELDS
-------------------
ADAMS,  ARAPAHOE,AND  ELBERT  COUNTIES,  COLORADO
-----------------     ---------------------------
SELLER:  AMOCO  PRODUCTION  COMPANY
         --------------------------

GROSS

LEASE  NAME                                     SEC.  TWP.            RGE.
DESCRIPTION  ACRES       WI./.

UPRR  No.  11-9                                    11       4S        63W
E/2  SE/4            80      100  Champlin  321  Amoco          "All  No.    I
11       4S        63W       NW  SE              40      100  Amoco Champlin 569
A-1                    5      6S        62W       NE  SE              40
100  Amoco  Champlin  569          D-1                    3      6s        62W
SW  NW              40      100  Champlin       100   Amoco    "All  No.    1
17       3S        58W       NW  NW  Champlin   100   Amoco    "All  No.    2
17       3S        5aw       SW  NW  Champlin   100   Amoco    "All  No.    3
17       3S        58W       NW  SW  Champlin   100   Amoco    "All  No.    4
17       3S        58W       SW  SW  Champlin   100   Amoco    "All  No.    5
17       3S        58W       SE  SW  Champlin   100   Amoco    "All  No.    6
17       3S        5aw       NE  SW  Champlin   100   Amoco    "All  No.    7
17       3S        5aw       SE  NW  Champlip   100   Amoco    "All  No.    8
17       3S        5aw       NE  NW  Champlin   100   Amoco    "B"   No.    1
7        3S        58W       SW  SE  Poncho  J  Sand  Unit      No.  17
4        4S        59W       NE  SE

Champlin      548  A  #1                           1      6S        63W       SE
SE              40  Champlin      548  A  #2                           1      6S
63W       NW  SE              40  Champlin      569  A  #2
5      6s        62W       SW  SE              40  Champlin      569  A  #3
5      6S        62W       NE  SW              40  Champlin      569  A  #4
5      6S        62W       SW  SW              40  Champlin      569  A  #5
5      6S        62W       SW  NW              40  Champlin      569  D  #2
3      6S        62W       NE  NW              40  Champlin      569  E  #1
7      6S        62W       NW  NW              40  Champlin      569  E  #2
7      6s        62W       SE  NW              40  "-'hamplin    569  E  #3
7      6S        62W       SW  NW              40  Champlin      569  E  #4
7      6S        62W       NE  NW              40

Champlin      126  Amoco  I'D"  No.  2              15       5S        62W
c-sw  SW                      68.75%  Champlin      93  Amoco  "All  No.  1
7      3S        61W       W/2  SW/4            so      100


<PAGE>
EXHIBIT  "A"  TO

THE  GAS  SALES  AND  PURCHASE  CONTRACT  DATED

COVERING  LEASES  AND  LANDS  IN  VARIOUS  FIELDS

ADAMS,  ARAPAHOE,  AND  ELBERT  COUNTIES,  COLORADO
---------------------------------------------------

SELLER:  AMOCO  PRODUCTION  COMPANY
         --------------------------

GROSS

LEASE  NAME                                     SEC.  TWP.            RGE.
DESCRIPTION  ACRES                  WI%

UPRR  No.  11-9                                    11       4S        63W
E/2  SE/4            80      100  Champlin  321  Amoco           "All  No.   I
11       4S        63W       NW   SE             40      100  Amoco Champlin 569
A-1                   5      6S        62W       NE   SE             40      100
Amoco Champlin 569           D-1                   3      6S        62W       SW
NW             40      100  Champlin      100   Amoco    "All  No.   1       17
3S        5aw       NW   NW  Champlin      100   Amoco    "All  No.   2       17
3S        58W       SW   NW  Champlin      100   Amoco    "All  No.   3       17
3S        5aw       NW   SW  Champlin      100   Amoco    "All  No.   4       17
3S        58W       SW   SW  Champlin      100   Amoco    "All  No.   5       17
3S        58W       SE   SW  Champlin      100   Amoco    "All  No.   6       17
3S        5sw       NE   SW  Champlin      100   Amoco    "All  No.   7       17
3S        58W       SE   NW  Champlin      100   Amoco    "All  No.   8       17
3S        58W       NE   NW Champlin      100   Amoco    "B"   No.   1         7
3S        58W       SW   SE Poncho J      Sand Unit      No.   17              4
4S        59W       NE   SE

Champlin      548   A  #1                          1      6S        63W       SE
SE             40  Champlin      548   A  #2                          1      6S
63W       NW   SE             40  Champlin      569   A  #2
5      6S        62W       SW   SE             40  Champlin      569   A  #3
5      6s        62W       NE   SW             40  Champlin      569   A  #4
5      6S        62W       SW   SW             40  Champlin      569   A  #5
5      6S        62W       SW   NW             40  Champlin      569   D  #2
3      6S        62W       NE   NW             40  Champlin      569   E  #1
7      6S        62W       NW   NW             40  Champlin      569   E  #2
7      6S        62W       SE   NW             40  Champlin      569   E  #3
7      6S        62W       SW   NW             40  Champlin      569   E  #4
7      6S        62W       NE   NW             40

Champlin      126   Amoco  I'D"  No.  2             15       5S        62W
c-sw  SW                       68.75y,,  Champlin      93  Amoco  "All  No.  1
7      3S        61W       W/2  SW/4            80      100


<PAGE>