EXHIBIT 10.5.16

FIRST AMENDING AGREEMENT
              dated as of the 1st day of November, 2002TO THE SECOND
                 AMENDED AND RESTATED GAS PURCHASE CONTRACT
        dated as of May 6, 1998 between Paramount Resources Ltd. and
                        Selkirk Cogen Partners, L.P.

BETWEEN:
          

     PARAMOUNT RESOURCES LTD., a body corporate with offices in Calgary, Alberta
     herein called "Seller")

- and -

SELKIRK COGEN PARTNERS, L.P., a Delaware limited partnership (herein
called "Buyer")

          
     WHEREAS  the  parties  hereto are  parties to a Second  Amended  and
Restated Gas Purchase Contract dated May 6, 1998 (the "Contract");

          
     AND  WHEREAS  Exhibit  A to  the  Contract  describes  the  Seller's
Lands;

          
     AND  WHEREAS the parties hereto wish to amend the Contact to provide
for a Reserve Substitution pursuant to section 14.10 of the Contract whereby the
existing Exhibit A to the Contract is deleted and replaced by a new Exhibit A in
the form attached as Schedule 1 to this Amending Agreement;

          

     AND WHEREAS McDaniel & Associates  Consultants Ltd. ("McDaniel")
has prepared and  delivered a written  reserves  and  deliverability  report for
November  1, 2002  pursuant  to  section  14.1 of the  Contract  (the  "McDaniel
Report") with respect to the Seller's  Lands, as described in Schedule 1 to this
Amending  Agreement  and the parties  hereto desire to confirm that the McDaniel
Report constitutes a Determination under the Contract;

          
     AND  WHEREAS  Buyer has  requested a change to Section  6.2.a of the
Contract  extending the time by which Buyer may exercise the right to enter into
a New Contract as such is defined in Section 6.2.a;


          
     NOW   THEREFORE   THIS  AMENDING   AGREEMENT   WITNESSES   THAT,  in
consideration  of the covenants  and  agreements  herein set forth,  the parties
hereto covenant and agree as follows:2


The parties  hereto   acknowledge   and  agree  that  the  McDaniel  Report
     constitutes  the Report under  section  14.1 of the  Contract  required for
     September  1, 2002,  and the Buyer  confirms  that the  McDaniel  Report is
     acceptable  to it and  constitutes a  Determination  under section 14.2 and
     14.10 of the Contract and for the purposes of this Amending Agreement.The existing  Exhibit A to the  Contract is hereby  deleted and replaced by
     the Exhibit A attached to this Amending  Agreement.  Seller  represents and
     warrants  that the  information  set forth in Exhibit A and in the McDaniel
     Report is, to the best of its  information,  knowledge  and  belief,  true,
     correct  and  complete  in all  material  respects  as of the date  hereof.The parties hereto  acknowledge  and agree that the provisions of section 1
     and 2 hereof  constitute  a  Reserve  Substitution  under the  Contract  in
     accordance  with and pursuant to the  requirements  of section 14.10 of the
     Contract.Section  6.2.a of the  Contract  is amended by  deleting  the words  "tenth
     contract  year"  and  substituting  for it the words  "thirteenth  contract
     year".Forthwith after execution and delivery of this Amending  Agreement,  Seller
     will  take all  necessary  steps to file the  Amending  Agreement  with the
     Alberta Energy &  Utilities Board  (AEUB)  and the National
     Energy  Board   (NEB)   and  shall  exercise  all  commercially
     reasonable  efforts to comply with such  requirements as those agencies may
     stipulate.Capitalized terms used herein and in the recitals and not otherwise defined
     herein have the meaning attributed to such terms in the Contract.The Contract, as herein amended, is hereby ratified and confirmed.Each  Party  shall take such  further  actions  and  execute  such  further
     documents  as the other  Party may  reasonably  request to  effectuate  the
     intent of this Amending Agreement.This Amending  Agreement  shall be construed in accordance with the laws of
     the Province of Alberta.This Amending  Agreement  shall enure to the benefit of and be binding upon
     the parties hereto and their respective successors and permitted assigns.
3
This  Amending  Agreement  amends the  Contract  effective  on the later of
     November  1, 2002 or the date  Seller  receives  all  necessary  regulatory
     approvals from the AEUB and the NEB of this Amending  Agreement,  as may be
     required under  applicable  law. The date on which this Amending  Agreement
     becomes effective is the Effective Date.IN WITNESS  WHEREOF  the parties  hereto have executed and delivered
this Amending Agreement as of the Effective Date.PARAMOUNT RESOURCES LTD.                 SELKIRK COGEN  PARTNERS,  L.P. by:
                                           JMC Selkirk,  Inc., Managing General
                                           Partner


  Per:/s/CLAYTON H. RIDDELL                Per:/s/F. JOSEPH FEYDER
      ---------------------                    -------------------------------
      CLAYTON H. RIDDELL                       F. JOSEPH FEYDER


4

                 EXHIBIT A

                      (as of November 1, 2002)
AlbertaField Name                 Volume                           Volume
                                 (BCF)                            (106m3)
     Kaybob North                 38.2                            1076.12


Northwest TerritoriesField Name                 Volume
                                  (BCF)
    Cameron Hills                 29.1                              825.5

5PARAMOUNT RESOURCES LIMITED

                       JMC SELKIRK EXPORT CONTRACT

                          FIELD PRODUCTION FORECAST
Field                        CAMERON HILLS

Dedicated Reserves @ 11/2002 (106M3)                                      825.5
Maximum Deliverability @ 11/2002 (1) (103M3/D)                            576.8

Maximum Allowable Field Production Rate (103M3/D)                         576.8
Field Economic Limit (103M3/D)                                             56.0




                                 Maximum Field
                                 Deliverability       Forecast                     Cumulative
                                    at Start         Production   Time Period     Production at
                                  of Period (1)         Rate      Production      End of Period
      Time Period                 (  103M3/D)         (103M3/D)     (106M3)         (106M3)

      11/02-10/03                    576.8              284.0        103.7           103.7
      11/03-10/04                    511.4              217.2         79.3           182.9
      11/04-10/05                    461.4              170.2         62.1           245.1
      11/05-10/06                    422.2              402.6        146.9           392.0
      11/06-10/07                    329.5              283.1        103.3           495.4
      11/07-10/08                    264.3              231.7         84.6           579.9
(1)  Contract  share of wellhead  deliverability  of all field wells at expected
minimum  gathering system pressure  unconstrained by pipeline or plant capacity.
Assumed to decline exponentially with total field production.
6
               PARAMOUNT RESOURCES LIMITED

                       JMC SELKIRK EXPORT CONTRACT

                        FIELD PRODUCTION FORECAST
Field                                 KAYBOB NORTH

Dedicated Reserves @ 11/2002 (106M3)                                   1076.1
Maximum Deliverability @ 11/2002 (1) (103M3/D)                          634.4

Maximum Allowable Field Production Rate (103M3/D)                       634.4
Field Economic Limit (103M3/D)                                           84.0



                              Maximum Field
                              Deliverability        Forecast                       Cumulative
                                at Start           Production     Time Period      Production at
                               of Period (1)          Rate         Production      End of Period
      Time Period                (103M3/D)          (103M3/D)       (106M3)          (106M3)

       11/02-10/03                634.4               515.0          188.0            188.0
       11/03-10/04                538.3               464.5          169.5            357.5
       11/04-10/05                451.5               408.2          149.0            506.5
       11/05-10/06                375.3               337.2          123.1            629.6
       11/06-10/07                312.4               280.9          102.5            732.1
       11/07-10/08                259.9               233.7           85.3            817.4
(1) Contract share of wellhead deliverability of all field wells at expected minimum
gathering system pressure unconstrained by pipeline or plant capacity. Assumed
to decline exponentially with total field production.