<TABLE>
<CAPTION>

CONTRACT SUMMARY BRIEF
<S>                                           <C>                    <C>     <C>
                              ContractNumber  281
                              ProducerNumber  23557
                                ContractType  P                                                            80% of Residue Gas
                                ContractDate  2/12/74
                               EffectiveDate  2/12/74
                                ContractTerm  1188                                                             50% of Liquids
                              ExpirationDate  01-Dec-99
                                 RenewalCode  A                                                                (HAND WRITTEN)
                       TerminationNoticeDays  0
                   UnprofitabilityNoticeDays  30
                             MeasurementTest  6
                                     BtuTest  6
                                 PaymentDays  30
                              AuditProvision  0
                         ProductSalesPercent  0.5
                            ProductSalesBase  99
                         ResidueSalesPercent  0.8
                              ResidueGasBase  99
                      CondensateSalesPercent  0
                         CondensateSalesBase  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.DeductRate  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.DeductRate Desc  Not Applicable
           Deduction Rate Codes 1.DeductRate  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:
                                                                             Sec4,T6S,R62W, Koch Contract Number 1875


                                                                             Term is Life of Lease Renewal Code "E" above is
                                                                             the only code
                              LastUpdateUser  fres
                              LastUpdateDate  05-Sep-97
                       MaximumResiduePercent  0
                       MinimumResiduePercent  0
                       MaximumLiquidsPercent  0
                       MinimumLiquidsPercent  0
                          MaximumVolumeLimit  0
                          MinimumVolumeLimit  0
                             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

                             Contract Number                         Third
                                              Meter                  Party
                                              Number                 Number  Meter Name
                                         281                   1413          HAY 4-5
                                         281                   1414          WHITEHEAD 8-9
                                         281                   1415          WHITEHEAD 4-13
                                         281                   1416          WHITEHEAD 4-11
                                         281                   1417          MILLER 6-15,6-9
                                         281                   1428          MORRIS 13-4 & 14-8
                                         281                   1430          MORRIS 13-14
                                         281                   1431          SARTI 24-2,6,10
                                         281                   1434          WHITEHEAD 12-16
                                         281                   1435          WHITEHEAD 18-4
                                         281                   1436          WHITEHEAD 12-1,12-7
                                         281                   1438          MILLER 6-13
                                         281                   1439          MILLER 6-11
                                         281                   1440          MILLER 6-7
</TABLE>


<PAGE>
                                                            #281  (HAND WRITTEN)
                                                       TCK - 1927 (HAND WRITTEN)

                                    AMENDMENT

                                       TO

                               GAS SALES AGREEMENT

     This  agreement, made and entered into as of the 1st day of August, 1986 by
and  between  BWAB,  INC.,  hereafter  referred to as "Seller" and SUN OPERATING
LIMITED  PARTNERSHIP,  hereinafter  referred  to  as  "Buyer".

     WHEREAS,  Seller  and  Buyer  are  parties  to  that  certain Gas Sales and
Purchase Contract dated February 12, 1974, covering the sale and purchase of gas
for processing for the recovery of liquefiable products and residue gas covering
certain  properties  in  Arapahoe  and/or  Elbert  Counties,  Colorado;  and,

     NOW,  THEREFORE,  for  and  in consideration of the mutual covenants herein
contained,  Seller  and  Buyer  hereby  agree  that  the  Gas Sales and Purchase
Contract  dated  February  12,  1974, as it may previously have been amended, is
hereby  further  amended  by  eliminating  in  its entirety Article IX Price and
inserting  the  following  in  lieu  thereof:

                                   ARTICLE IX
                                      PRICE

     9.  1  (a) The price to be paid by BUYER to SELLER for Residue Gas shall be
an  amount  equal  to  eighty percent (80%) of the net proceeds from the sale of
residue  which is attributable to the gas delivered hereunder, except as set out
in paragraph 6 (c) below. The actual residue gas measured and delivered from the
processing  plant will be allocated and attributed to each producing source in a
similar  manner  reflecting  actual  allocated fuel consumed, allocated gains or
losses experienced in the gathering and processing of all streams, and allocated
shrinkage  due  to  recovery  of  liquid  products.
4M6/2130 (1)

                                 51805 (STAMPED)


<PAGE>
PAGE 2

     Liquid  allocations  and  shrinkage volumes attributable to the recovery of
plant liquids will be based on the most recently published GPA Standard 2145 and
testing procedures conducted on all plant and lease streams in a similar manner.
Such  tests  shall  be  run  on  a  semiannual  basis.

     The  "total  actual volume of residue gas remaining" shall be measured by a
suitable  orifice  meter  or meters of standard make to be installed and kept in
repair  by BUYER at the Plant.  For all purposes of this agreement, the quantity
of  gas  processed  through  the  Plant  during  any  period shall be treated as
SELLER'S  gas  delivered  hereunder  in the proportion which the quantity of gas
delivered  hereunder  during  such  period  bears  to  the total quantity of gas
delivered  to  the  Plant  from  all  sources  during  such  period.

     (b)  As additional compensation for said gas, it is agreed that BUYER shall
pay  SELLER  for the gas delivered hereunder a price computed by multiplying the
gallons  of Liquid Products, i.e., natural gasoline, butane, propane and ethane,
recovered and saved at the Plant and attributable to the gas delivered hereunder
during  any  month  by  the  sales  price  per gallon of such liquid products as
hereinafter  defined,  and  by  multiplying  the  result  thus obtained by fifty
percent (50%).   The gallons of liquid product attributable to the gas delivered
hereunder  shall  be  determined  by  multiplying  the measured quantity of each
liquid  product recovered and saved at the Plant during the month by a fraction,
the  numerator  of  which  is  the  theoretical  gallons  of each liquid product
contained  in  the  gas  delivered  hereunder  during  such month (determined by
multiplying  each  liquid product content per thousand cubic feet, arrived at by
test,  by the quantity of gas delivered hereunder during such month expressed in
thousands  of  cubic feet) and the denominator of which is the total theoretical
gallons  of  each liquid product contained in all the gas delivered to the Plant
during  such  month.
4M6/2130 (2)

                              5 1 8 0 5  (STAMPED)


<PAGE>
PAGE 3

     The  sales  price  per gallon of such liquid products shall be the weighted
average  sales  price net at the Plant received per gallon of liquid products by
BUYER  during  the  month  for which accounting is made.  If there are no liquid
products  sold  at the Plant during such month, the market value at the Plant of
such  liquid  products  shall  control.

     (c)   For gas qualifying under the NGPA, the prices referred to above shall
be  contingent  upon SELLER filing for and receiving regulatory approval for the
maximum price allowable under the Natural Gas Policy Act of 1978 for the residue
attributable  to  the  gas  covered  by  this  agreement.

     Except  as  herein  amended,  and  heretofore  amended,  said Gas Sales and
Purchase  Contract  shall  remain  in  full  force  and effect and as originally
written.

     In consideration of Buyer paying the aforementioned price to Seller for gas
subject  to  aforementioned contract dated February 12, 1974, as amended, Seller
will  repay  to  Buyer  those  proceeds paid by Buyer to Seller in excess of the
price  determined  to  be proper, by the Federal Energy Regulatory Commission or
any  other  federal  or  state  regulatory  body  or  bodies having jurisdiction
thereof.  Seller  agrees to make above refund to Buyer within sixty (60) days of
proper  notification to Seller by Buyer that the price heretofore agreed upon is
in  excess  of  the maximum price allowed by regulatory body. Buyer may withhold
any  proceeds  due  Seller  for gas attributable to said contract until the full
refund  is  made,  beginning  with the sixty-first days' production after proper
notification  has  been  given Seller, if Seller has not refunded that amount in
excess  of  the  proper   price  as  determined  by  and  of  the aforementioned
regulatory  body  or  bodies   having  jurisdiction  thereof.
     This  amendment  shall  become  effective  on  August  1,  1986.

4M6/2130 (3)

                              5 1 8 0 5  (STAMPED)


<PAGE>
PAGE 4

     If  the foregoing is acceptable to you, please evidence your acceptance and
agreement  to  be  bound  in  accordance herewith by executing and returning two
copies  of  this  agreement.  One  fully executed copy will be returned for your
files.



"SELLER"                               "BUYER"

BWAB,  Incorporated                    SUN  OPERATING  LIMITED  PARTNERSHIP,
                                       BY  SUN  EXPLORATION  AND  PRODUCTION
                                       COMPANY, Its Managing General Partner



ACCEPTED  AND  AGREED  TO  THIS
9TH DAY OF JULY(HAND  DATED , 1986.
----   ----------------------

                                       BY    (SIGNED)
                                          --------------------------------------
                                       MANAGER, GAS PURCHASES AND TRANSPORTATION



BY  (SIGNED)
  -----------------------------
           Vice  President



ATTEST



    (SIGNED)
  -----------------------------

4M6/2130 (4)

                              5 1 8 0 5  (STAMPED)


<PAGE>
                                                                         GWG-OWG
                                                                        11-19-73



                         GAS SALES AND PURCHASE CONTRACT
                                     BETWEEN
                           SUN OIL COMPANY (DELAWARE)

                                                             Buyer

                                       AND
                               BANDER OIL COMPANY



                     ARAPAHOE AND ELBERT COUNTIES, COLORADO


                                              Replaces  Contract
                                              40480 dated 10-15-7 (HAND WRITTEN



                              51805 (HAND WRITTEN)
                                    --------------


<PAGE>
<TABLE>
<CAPTION>
                           I N D E X
                           ---------


ARTICLE                            PAGE
<S>                <C>                                   <C>
I                  Definitions                             1-3
II                 Purpose and  Commitments                  3
III                Delivery Date  and Place                4-5
IV                 Quantity                                5-6
 V                 Quality                                 6-7
VI                 Meters and  Computations  of Volumes   7-10
VII                Tests                                 10-11
VIII               Residue Gas                           11-13
IX                 Price                                    13
X                  Payment                               13-14
XI                 Warranty                                 14
XII                Reservations of  Parties              14-15
XIII               Royalty and Taxes                        15
XIV                Drip                                     16
XV                 Force Majeure                         16-17
XVI                Unprofitable Gas                         17
XVII               Producing Schedule                    17-18
XVIII              Right-of-Way                             18
XIX                Indemnity                                18
XX                 Scope                                    18
XXI                Regulatory Bodies                        19
XXII               Unitization                              19
XXIII              Term                                     19
XXIV               Counterpart Execution                    20
XXV                Assignment                               20
XXVI               Notices                               20-21
                   Exhibit "A"                              22
</TABLE>
                               40480 - A (STAMPED)
                                         ---------


<PAGE>
                         GAS SALES AND PURCHASE CONTRACT
     THIS  CONTRACT,  made   and  entered  into  as  of the 12th day of February
                                                            ----        --------
1974,  by  and  between        BANDER OIL COMPANY     hereinafter referred to as
"Seller",  and  SUN  OIL COMPANY (DELAWARE), hereinafter referred to as "Buyer".

                                WITNESSETH THAT:
     WHEREAS,  Seller  owns  and  holds  a certain valid and subsisting lease or
leases  and/or  interest therein covering lands in Arapahoe and Elbert Counties,
Colorado,  which  lease/s  and land/s are more particularly described in Exhibit
"A"  attached  hereto  and  made  a  part  hereof;  and,

     WHEREAS, subject to the terms and conditions hereof, Seller desires to sell
and  Buyer desires to purchase all the gas, and herein defined, now or hereafter
produced  from  the  said  lease/s  and  land/s;  and,

     WHEREAS,  Buyer  intends  or  has  constructed  a  Gas Plant and desires to
purchase  said  gas  for  processing  for  the recovery and disposition of plant
products  as  herein  provided.

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

                                    ARTICLE I
                                   DEFINITIONS

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

                               40480 - A (STAMPED)
                                         ---------


<PAGE>
     a.     "Gas" shall mean both "oil-well gas" and "gas-well" gas. "Oil-well
gas" shall mean gas issuing from oil wells whether produced from the same strata
from which  oil  is  produced,  or  by the induction of gas with compressors or
other means  for  flowing  oil and gas vaporized from oil after production.
"Gas-well gas"  shall  mean  all  gas  which  is  not  oil-well  gas.

     b.     "Gas plant" or "plant" shall mean  all  tanks, machinery, equipment,
fixtures,  appliances,  pipe, valves, fitting and material of any nature of kind
whatsoever  located,  or  to  be  located,  on  the  site  or sites at which the
compressing  and  processing  facilities  of  Buyer  are  located, all 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.

     c.     "Liquid  products" shall mean commercial propane, commercial butanes
and natural gasoline, individually or as a mixture, and any other liquid product
recovered  in  Buyer's  plant.

     d.     "Residue  gas"  shall mean that portion of the natural gas remaining
after  shrinkage  due  to  recovery  of  liquid  products.

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

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

     g.     "Plant  products"  shall mean any one or all of liquid products, and
surplus  residue  gas  as  above  defined.


                                      -2-
<PAGE>
     h.     "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.

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

     j.     "Month"  shall mean the period beginning at 7:00 o'clock A.M. on the
first  day  of a calendar month and ending at 7:00 o'clock A.M. 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.

     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 leases and lands described in Exhibit "A"
hereof.

     2.3     Seller  shall install, maintain and operate, at Seller's sole cost,
risk  and  expense,  all  requisite  facilities  of  standard  make and adequate
capacity  to  enable  Seller  to  deliver gas to Buyer at the point of delivery.
Buyer  shall  install,  maintain  and  operate,  at  Buyer's sole cost, risk and
expense,  a  suitable  orifice meter or meters and other requisite facilities to
enable  Buyer  to  receive  gas  from  Seller  the  point  of  delivery.


                                      -3-
<PAGE>
                                   ARTICLE III
                            DELIVERY DATE AND  PLACE

     3.1    The delivery and reception of said gas shall begin 60 days after the
                                                               --
signing  of  this  contract,  and  Buyer's failure to accept and/or agree to pay
Seller  for  all  oil-well  gas and substantial quantities of gas-well gas shall
give  Seller  the  right  to  cancel this contract at any time thereafter before
deliveries  of  such quantities begin by serving ten (10) days written notice to
Buyer.  The  plant  shall  be  designed  to  recover a significant percentage of
propane,  butanes  and  essentially all of the heavier liquefiable hydrocarbons.
After commencement of taking of gas hereunder, Buyer's obligation to pay for the
same  shall  be  computed  as  otherwise  provided  herein.

     3.2     The  point  of  delivery  of  the  gas, for measurement, allocation
purposes  and  sampling  hereunder shall be at vapor tight flow tanks and/or the
gas outlet of the mechanical liquid-gas separators furnished by Seller and/or at
the  casingheads  of  the  wells  located on the leased premises covered hereby.
Buyer shall have the right to install equipment acceptable to Seller on Seller's
storage  tanks  for  the purpose of saving and utilizing vapors therefrom, which
vapors  for the purpose of this contract, shall be considered oil-well gas.  Gas
(other  than  storage  tank  vapors)  shall  be  delivered by Seller to Buyer at
sufficient  pressure  to  enter  Buyer's  gathering  system,  which shall not be
operated  at  pressures  in excess of 25 pounds per square inch gauge.  Gas-well
gas  shall be delivered by Seller to Buyer at pressures not to exceed 700 pounds
per  square  inch  gauge  except  that  Buyer  shall  lower its line pressure as
required  to  permit  Seller's  gas  wells  to deliver in commercial quantities.


                                      -4-
<PAGE>
     3.3     It  is  further  agreed that subsequent to the date Buyer commences
receiving gas from any lease hereunder, in the event other leases covered hereby
become  productive  of  gas,  Seller shall promptly give Buyer notice in writing
thereof.  Thereafter, Buyer shall promptly determine the quality and quantity of
additional  gas  available  and shall have ninety (90) days after said notice to
connect  to  and  commence  receiving  such gas; provided however, that if Buyer
determines  that  the  connection of such gas is uneconomical due to the quality
and/or  quantity  thereof,  Buyer shall promptly give Seller notice thereof, and
Buyer  shall  be  relieved henceforth of any obligation to connect such gas, and
Seller  may by thirty (30) days wirtten notice withdraw such gas and the acreage
attributable  thereto  from  the  terms  of  this  contract.

     3.4     Title to all gas and all components 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 (a) all the oil-well gas which tests more
than  seven-tenths  (.7)  of  a  gallon  of  pentanes  and  heavier  liquefiable
hydrocarbons  per  thousand  cubic  feet  of  gas, determined in accordance with
Paragraph  7.1  (a) hereof, and (b) all of the gas-well gas. During periods when
gas  production  from  all  properties  connected  to  Buyer's plant exceeds the
capacity of Buyer's plant and/or Buyer's surplus residue gas market, Buyer shall
be  obligated to take production by Seller from a given gas-bearing reservoir at


                                      -5-
<PAGE>
rate  which  is  equitable  or  ratable  when  compared  to production from such
reservoir  by  all producers marketing gas from same, giving first preference in
Buyer's  plant  to the receipt and taking of oil-well gas. Seller shall have the
right  to  dispose of any gas not taken by Buyer, provided, however, Seller must
give  Buyer 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) days period to Seller that it elects to release said gas
or  to  take  said gas under the terms and conditions of this contract, in which
event,  Buyer  shall  have one hundred twenty (120) days to construct additional
facilities  for  the  taking and processing of said gas.  In 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) day notice, Seller will again be
required to give thirty (30) days notice of its intention to dispose of said gas
and  Buyer  will  again have the option to elect to take said gas as hereinabove
set  forth.

                                   ARTICLE  V
                                     QUALITY

     5.1     Buyer  may, but shall not be obligated to, receive and purchase gas
hereunder  that  fails  to  meet  the  following  specifications:

          a.     At  the  point of delivery be free of water or crude oil exist-
ing  as  a  liquid  at the conditions of delivery, as such conditions exist from
time  to  time, and be free of dust, gums or other solid matter which may become
separated  from  the  gas  and  interfere  with  its  transmission;

          b.     Have  a  gross  heating value of not less than one thousand and
one  hundred (1100) BTU's per cubic foot of gas when saturated with water vapor,
as  determined  by  test  procedures  approved  by the American Gas Association.


                                      -6-
<PAGE>
          c.     Not  contain  non-hydrocarbon  substances  which will cause the
Plant products to fail to meet the  specifications  of  the  purchasers  thereof

     5.2     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 may, upon thirty (30) days prior 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 V
                       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 Gas Measurement Report No. 3 dated April 1955
of the Natural Gas Department of the American Gas Association, with revisions of
September  1969,  as  the  same may be amended from time to time or by any other
method agreed upon between the parties hereto; provided, however, the manometer,
Reynolds  number and expansion factors shall be considered unity. Seller may, at
its  option  and  expense,  install  and  operate


                                      -7-
<PAGE>
meters  to check Buyer's meter, provided such check meter installation in no way
interfers  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 less than 100#, 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,  or  at  request  of Seller, shall determine the actual
flowing  temperature  of  such gas by spot thermometer readings made as often as
found  necessary  by  practice,  or  by  recording  thermometer.

     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 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


                                      -8-
<PAGE>
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
since  the last preceding test, then such equipment shall he adjusted at once to
record  accurately,  and any previous recordings of such equipments 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.

     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 or condensate
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 or
condensate  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.


                                      -9-
<PAGE>
     6.6     In  the  event  the volume of gas received under this contract trom
any  delivery  point  during  any  month  shall,  in  the  judgment of Buyer, be
sufficient  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 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 here-
under  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 by Buyer at
its  election either by low temperature fractional analysis, gas chromatography,
mass  spectometer, or any other method accepted in the industry. The gallons per
thousand  cubic feet of each component shall be determined from said analysis by
utilizing  applicable  conversion  factors  (corrected  to  the


                                      -10-
<PAGE>
measurement  conditions  herein  stated)  as  contained  in N.C.P.A. Publication
:Bulletin  2145  as  revised  from  time  to  time.

          b.     Specific  Gravity:  The  specific  gravity of the gas purchased
                 -----------------
and  sold hereunder shall be determined by Buyer, at its election, either by the
impulse  or  momentum method as set out in A.G.A. gas measurement report, or any
other  method  generally  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.  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 differs from the
results  of earlier analysis 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 Article III of
Paragraph 3.2, such gas to be for the development and above ground operations of
Seller's  lease/s,  the amount of such residue gas not to exceed an amount equal
to  the  "residue  gas  remaining"  from  the  gas  currently delivered to Buyer


                                      -11-
<PAGE>
from  said  lease.  Buyer may deliver residue gas to Seller,  at such points, at
any  pressure, but  Buyer shall be under no obligation to deliver residue gas to
Seller  at such points at pressures in excess of ten (10) pounds per square inch
gauge.  "Residue  gas  remaining"  shall  be determined by multiplying the total
actual  volume  of  residue gas remaining from all natural gas delivered to said
plant  by  a  fraction,  the  numerator  of which shall be the lease theoretical
volume  of  residue gas remaining from the gas delivered from such lease and the
denominator  of  which  shall  be  the  lease  theoretical volume of residue gas
remaining  attributable  to  all  leases delivering natural gas to the plant for
processing.

     8.2     The  lease  theoretical  volume  of  residue gas remaining from any
lease  shall  be  determined  by  multiplying the volume of gas delivered at the
point  of  delivery  by  whichever  of  the  following  is  applicable:

          a.     The  Mol  percent  of  ethane and methane components in the gas
when  ethane  or  ethane  rich  gas  is  not  being  recovered  and  sold,  or

          b.     The Mol percent of the methane component in the gas when ethane
or  ethane  rich  gas  is  being  recovered  and  sold.

     8.3     The  volume  of  residue  gas  delivered  to  Seller's  lease  for
development  and above ground operations shall be measured and computed upon the
pressure base set out in Paragraph 6.1 hereof, except in the event the volume of
such gas does not, in Buyer's judgment justify a meter installation. During such
time  as  no  measurement  is  obtained,  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.
In  lieu  of  the  above,  Buyer  may, at its election, allocate the residue gas
returned  to  leases  as  measured  at  the plant discharge into the residue gas
system  on  the  basis  that  each  lease  metered  and/or  estimated


                                      -12-
<PAGE>
volume  utilized,  as  above  determined,  bears  to  the summation of all lease
metered  and/or  estimated  volumes  of  residue gas utilized as determined in a
like  manner.

     8.4     In the event residue gas remaining to be returned hereunder  by the
Buyer  shall  be  insufficient  in  quantity  for the purpose of development and
operations  of  said lease, the Seller hereby reserves the right to use gas from
its lease sufficient in quantity to make up the deficiency.  Utilization of said
residue  gas  remaining  so  returned  by  Buyer  shall  be  at  Seller's  risk.

     8.5     If  Seller  accepts  and  uses residue gas furnished by Buyer, such
volume  of  residue  gas  shall be deducted each month from the volume for which
Buyer  is  to  pay  Seller  as  provided  in  Article  IX  hereof.

                                   ARTICLE IX
                                      PRICE

     9.1     Buyer  shall  pay Seller each month for the gas delivered hereunder
as  determined  at  each  delivery  point  a  value  which  shall  be  in  full
consideration  for  the  gas  and,  all  components,  and  all  plant  products.

          a.     Upon  the  effective date and for one year thereafter -- twenty
six  cents  (26  )  per  thousand  cubic  feet  (MCF).
          b.     The  above  price shall be increased one cent (1 ) per thousand
cubic  feet  (MCF)  at the beginning of the second year and each year thereafter
over  the  price  paid  for  the  previous  year.

                                    ARTICLE X
                                    PAYMEN'T

     10.1     Payment  shall be made by the Buyer not later than the last day of
each  month  for  all  gas  delivered  hereunder during the preceding month, and


                                      -13-
<PAGE>
at  the  time  payment  is made a statement showing full details of the accounts
shall  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.

                                   ARTICLE XI
                                    WARRANTY

     11.1     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  leasehold 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 acceptable to
Buyer.

                                   ARTICLE XII
                             RESERVATIONS OF PARTIES

     12.1     Seller  reserves gas for above ground development and operation of
the  leases  and/or  lands  covered  hereby,  and for delivery to its lessors as
required  under  the  terms  of  its  oil  and  gas  leases.

     12.2     Seller  may  at  any  time, without liability to Buyer, clean out,
deepen,  re-work,  plug  back, use for injection or abandon any well or wells on
the  above  described  lands  or  use  any efficient, modern, or approved method


                                      -14-
<PAGE>
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.

     12.3     Seller  hereby  specifically  reserves the right to introduce air,
gas,  water,  or  any other extraneous substances into the well or wells covered
hereby  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  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 XIII
                                ROYALTY AND TAXES

     13.1     Seller agrees to account and  pay to the lessors or royalty owners
in  the  lease/s  above  described,  in  strict  accordance  with the provisions
thereof,  the  royalty  on  the  gas  sold  and  delivered  hereunder  to Buyer.

13.2     In  the event any new or additional tax should be assessed on the value
of the gas sold hereunder and if Buyer is reimbursed by the purchaser of residue
gas  for  such  new  or  additional tax under the provisions of the Gas Purchase
Agreement  between Colorado Interstate Gas Company and Buyer, then to the extent
such  tax  reimbursement  applies  to  the  gas purchased hereunder, Buyer shall
reimburse  Seller.


                                      -15-
<PAGE>
                                  ARTICLE  XIV
                                      DRIP

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

                                   ARTICLE  XV
                                  FORCE MAJEURE

     15.1     Any  failure  of  either  party  hereto  to  perform  any  of  the
obliga-tions  hereunder  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  cf  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.

     15.2     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 remedial with all reasonable


                                      -16-
<PAGE>
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.

                                  ARTICLE XVIII
                                  RIGHT-OF-WAY

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

                                   ARTICLE XIX
                                    INDEMNITY

     19.1     Buyer  shall indemnify and hold Seller harmless against any claims
for  damages  growing  out  of  the operations conducted hereunder by the Buyer.
Likewise,  Seller shall indemnify and hold Buyer harmless against any claims for
damages  growing  out  of  Seller's  operations  of  the lease herein described.

                                   ARTICLE XX
                                      SCOPE

20.1     In  the  event the property above described covers more than one lease,
this  contract  shall  be  construed  as  a  separate.contract  on  each  lease.


                                      -18-
<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".

     21.2     All  gas  purchased, sold and delivered hereunder shall be
transported, sold,  consumed  and  utilized  within  the State  of Colorado, and
will not be utilized  in  interstate  commerce.

                                  ARTICLE XXII
                                   UNITIZATION

     22.1     Seller  reserves  the  right  to unitize any of the lease/s and/or
lands  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  lease/s  and/or  lands  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 the life of the oil
and  gas lease/s of Seller or any extension or renewal thereof or in the case of
mineral  fee  lands,  so  long  as  Buyer  continues the operation of its plant.


                                      -19-
<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 lease described and the oil and gas
produced  pursuant  to the provisions thereof; 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,  there 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 Tulsa, Oklahoma, 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:


                                      -20-
<PAGE>
Seller:                         BANDER  OIL  COMPANY
-------
                                1660  Lincoln  Street
                                Suite  1420
                                Denver, Colorado 80203




Buyer:                          Sun  Oil  Company  (Delaware)
------
                                P.  0.  Box  2039
                                Tulsa,  Oklahoma  74102

or  to  such  other address as either party respectfully hereinafter designates.

     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.

     INWITNESS  WHEREOF,  the  parties  have  hereto  subscribed  their  names:


                                SUN  OIL  COMPANY  (DELAWARE)

                                BY:    (SIGNED)
                                   -------------------------------
                                         Attorney-In-Fact


                                BANDER  OIL  COMPANY

                                BY:    (SIGNED)
                                -------------------------------
                                "Individually  and  as  Operator"


                                      -21-
<PAGE>
                               40480 - A (STAMPED)



                                   EXHIBIT "A"

To  Gas  Purchase Contract, dated the 12th day of  February               ,1974,
                                      ----         ------------------------  --
between         Bander  Oil  Company                                 referred to
as  "SELLER",  and  SUN  OIL  COMPANY  (DELAWARE),  hereinafterer referred to as
"BUYER".


<TABLE>
<CAPTION>
Lease Number    Description                 Gross Acres  Net Acres
--------------  --------------------------  -----------  ---------
<S>             <C>                         <C>          <C>
CO - 6565       N/2 18 & N/2 N/2 20-6S-62W  480          480
CO - 6804       S/2 & S/2 N/2    20-6S-62W  480          480
CO - 6817, 18   SE/4             18-6S-62W  160          160
CO - 6817, 1-5  All 13-6S-63W               640          640
CO - 7188       Lot 2, E/2 SW/4  18-6S-62W  154.54       154.54
</TABLE>


Shell's  50%  working  interest in Sections 17, 18, and 20-T6S-R62W, and Section
13-T6S-R63W,  Elbert  County,  Colorado,  as  set out in the Operating Agreement
dated  January  1,  1969,  between  Union Pacific Railroad.Company (now Champlin
Petroleum  Company)  and  Shell Oil Company.  Shell's interest is represented by
Shell's  leases  covering  the  above  acreage.



                               40480 - A (STAMPED)


                                      -22-
<PAGE>
<TABLE>
<CAPTION>
                                   EXHIBIT "A"


To  Gas  Purchase  Contract,  dated the 12th  day of ________February____, 1974,
                                        ----                 -------------   --
between                 Bander  Oil Company            referred to as  "SELLER",
and  SUN  OIL  COMPANY  (DELAWARE),  hereinafter  referred  to  as  "BUYER".
Lease Number       Description                           Gross Acres  Net Acres
--------------     ------------------------------        -----------  ---------
<S>                <C>                                   <C>

(hand written)     Whitehead 18-4 (op. by Sohio)
CO - 6565          N/2 18 & N/2 N/2 20-6S-62W            480          480
(hand written)     Sabo 13-20 (op. by Champlin)
CO - 6804          S/2 & S/2 N/2       20-6S-62W         480          480
(hand written)     C. Morris (op. by Champlin)
CO - 6817, 18      SE/4             X 18-6S-62W          160          160
CO - 6817, 1-5  X  All 13-6S-63W (Morris 13-4, 13-6, 13-8,
                   13-12, 13-14 (op. by Sohio); Morris 44-18 op. by Champlin) (hand written)
CO - 7188          Lot 2, E/2 SW/4      18-6S-62W (Clark)   154.54       154.54
                   Bander int. only  (hand written)
</TABLE>


Shell's  50%  working  interest in Sections 17, 18, and 20-T6S-R62W, and Section
13-T6S-R63W,  Elbert  County,  Colorado,  as  set out in the Operating Agreement
dated  January  1,  1969,  between  Union Pacific Railroad Company (now Champlin
Petroleum  Company)  and  Shell  Oil Company. Shell's interest is represented by
Shell's  leases  covering  the  above  acreage.


                              40480 - A  (STAMPED)
                                      -22-
<PAGE>