AMENDMENT TO
                         OPTION AND PURCHASE AGREEMENT


     THIS AMENDMENT TO OPTION AND PURCHASE AGREEMENT (this "Amendment") is
entered into as of this 11th day of August, 1998, by and between FORELAND
CORPORATION, a Nevada corporation ("Foreland") on the one hand, and PETRO SOURCE
CORPORATION, a Utah corporation ("Petro Source Corporation"), FORELAND REFINING
CORPORATION, a Texas corporation ("Foreland Refining"), and PETROSOURCE
TRANSPORTATION, a Utah corporation ("Petrosource Transportation"), on the other
(Petro Source Corporation, Foreland Refining, and Petrosource Transportation are
collectively referred to as "PSC"), based on the following:

                                    PREMISES

     A.   Foreland, Petro Source Corporation, and Petrosource Transportation are
parties to that certain Option and Purchase Agreement dated December 31, 1997
(the "Option and Purchase Agreement").  Foreland Refining is a successor,
through merger, to Petro Source Refining Corporation, a Utah corporation ("Petro
Source Refining"), which was also a party to the Option and Purchase Agreement.

     B.   In May 1998, Foreland exercised its option to purchase the Business
and Business Assets as defined in the Option and Purchase Agreement, and the
parties are obligated to close that transaction.

     C.   The parties desire to amend the Option and Purchase Agreement in order
to modify certain provisions thereof to reflect changes and modifications that
have been agreed to since the execution of the Option and Purchase Agreement,
including the restructuring of the transaction as the acquisition of certain
assets of Foreland Refining, including the stock of Petrosource Transportation,
by a newly-formed, wholly-owned subsidiary of Foreland, Foreland Asset
Corporation ("Foreland Asset"), followed by the acquisition by Foreland of
Foreland Refining, rather than the sale of assets of Petro Source Refining and
Petrosource Transportation to Foreland as originally contemplated by the Option
and Purchase Agreement.

     D.   The parties desire to ratify and reaffirm all of the terms and
conditions of the Option and Purchase Agreement, except those provisions
specifically modified by the terms of this Amendment.

                                   AGREEMENT

     NOW, THEREFORE, based on the foregoing premises, and in consideration of
the mutual covenants and agreements hereinafter set forth and the mutual benefit
to the parties to be derived herefrom, it is hereby agreed as follows:

     1.   PSC Employees.  The following provision will be added to the end of
Section 2.10 of the Option and Purchase Agreement:

          (c)  Foreland Refining or Petrosource Transportation will hire the PSC
     employees contemplated by Section 2.10(b) as of August 15, 1998.  Between
     the Closing Date and August 14, 1998, such employees will remain in the
     employment of PSC and shall be made available to Foreland Refining or
     Petrosource Transportation pursuant to a Transition Services Agreement
     between the parties.

     2.   The Purchase.  Section 3.01 of the Option and Purchase Agreement is
amended to read in its entirety as follows:

          Section 3.01   The Purchase.  As a result of Foreland exercising its
     Option as set forth in Article II of the Option and Purchase Agreement, (i)
     Foreland Refining shall sell to Foreland Asset all of the issued and
     outstanding stock of Petrosource Transportation and the Business Assets set
     forth in subparagraphs (a), (b), (k), and (n) below that are owned by it;
     and (ii) after completion of the sale of assets contemplated by
     subparagraph (i) and the distribution of the proceeds from such sale to
     Petro Source Corporation, Petro Source Corporation shall sell, and Foreland
     shall purchase, all of the issued and outstanding stock of Foreland
     Refining.  References in this Agreement to the acquisition of the Business
     and Business Assets shall be read to mean the acquisition of the Business
     and Business Assets through the purchase of the assets to be sold to
     Foreland Asset and the subsequent purchase of the issued and outstanding
     stock of Foreland Refining.  The Business and Business Assets shall,
     subject to the Excluded Assets identified in Section 3.02, consist of the
     following:

               (a)  (i) all tangible personal property owned by PSC and located
          at, or used in connection with, the operation of the Eagle Springs
          Refinery, the Tonopah Refinery (excluding the emulsifier and the two
          asphalt spreader trucks and related equipment), (ii) the roofing
          asphalt equipment located at the Fredonia Terminal (provided Foreland,
          at its own expense, removes such equipment from PSC's property within
          24 months after the Closing Date, otherwise the ownership of such
          equipment shall revert to Crown Asphalt Distribution, L.L.C.), and
          (iii) the rights of PSC as lessee of all tangible personal property
          leased, including the equipment, tools, vehicles, furniture and
          fixtures, and supplies described in Exhibit "A" (the "Tangible
          Personal Property");

               (b)  all of PSC's rights as lessee or holder of rights-of-way to
          the real property and all buildings and improvements thereon on which
          the Eagle Springs Refinery and the Tonopah Refinery are located, as
          more particularly described in Exhibit "B" (the "Real Property");

              (c)  all inventory of PSC existing as of the Effective Time which
          was purchased in furtherance of the Business, as described in Exhibit
          "C" (the "Inventory");

               (d)  all of the notes and trade and other accounts receivable
          associated with the Eagle Springs Refinery, the Tonopah Refinery, or
          Petrosource Transportation existing as of the Effective Time, as
          described in Exhibit "D" (the "Accounts Receivable");

               (e)  all cash, cash equivalents, and prepaid expenses held by
          Foreland Refining or Petrosource Transportation;

               (f)  all of PSC's rights under (i) those crude oil and transmix
          purchase contracts and agreements described in Exhibit "E" which were
          entered into by PSC in the ordinary course of business and are
          executory, and (ii) all contracts and agreements intended to
          facilitate the sale of asphalt or other refinery products manufactured
          at the Eagle Springs or Tonopah refineries (together, the "Contract
          Rights");

               (g)  lists of current and past (within the preceding two years)
          customers and lists of prospective customers (i.e., persons with whom
          PSC has discussed potential sales and from whom PSC has received what
          PSC believes to be serious expressions of interest) of the Business
          compiled by PSC including, to the extent the same is in the possession
          of PSC, the name, address, contact person, and telephone number of
          each such customer or prospective customer (the "Customer Lists"), set
          forth on Exhibit "F";

               (h)  all lists of current and past (within the preceding two
          years) suppliers and all files, records, and data used in connection
          with the Business;

               (i)  those prepaid expenses, fees, deposits, letters of credit,
          or bonds with respect to the Business or Business Assets, including
          those set forth on Exhibit "G," (the "Prepaid Expenses");

               (j)  to the extent they are assignable, all federal, state, or
          local licenses, permits, or approvals granted or used in connection
          with the operation of the Business or the Business Assets;

               (k)  all of PSC's rights under warranties covering the Tangible
          Personal Property being transferred hereunder to the fullest extent
          permitted by such warranties;

               (l)  all intellectual property of PSC necessary to the operation
          of the Business, including the proprietary scheduling software used in
          connection with Petrosource Transportation and the right to use any
          trade secrets, confidential or proprietary information, or general
          processes used by PSC in the conduct of the Business, together with
          the Melt PacTM License from Petro Source Asphalt Company dated as of
          May 31, 1998, all as described in Exhibit "H" (the "Intellectual
          Property");

               (m)  the current telephone number(s) used in connection with the
          Business at its locations in Eagle Springs and Tonopah, Nevada, and
          telephone and other directory listings used by PSC in the operation of
          the Business other than the Salt Lake City numbers;

               (n)  to the extent permitted by the carrier without financial
          assurances or continued obligation by Petro Source Corporation, all
          contracts of insurance relating to the Business or Business Assets and
          all claims, casualties, or other occurrences prior to the Closing Date
          and prepaid premiums or deposits related thereto, which policies are
          specific to and separately maintained for the Business Assets, as
          described in Exhibit "I" (the "Insurance Policies");

               (o)  originals or copies of all accounting, operating,
          management, and other business records in documentary or electronic
          form relating to the Business or Business Assets (provided, however,
          PSC may maintain a record copy of any such items);

               (p)  the rights of PSC under all confidentiality, non-
          competition, or similar agreements with present or former employees,
          consultants, and others associated with PSC insofar as related to the
          Business;

               (q)  the goodwill of PSC associated with the Business, including
          the right to use the name "Petrosource Transportation" but excluding
          the use of the name "Petro Source Refining"; and

               (r)  all other assets of PSC used to carry out the Business or
          part of the Business Assets not included in any specific provision of
          the foregoing subsections existing as of the Effective Time which are
          not excluded in section 3.02.

     3.   Excluded Assets.  Section 3.02 is amended by adding a new subsection
(h) to immediately follow subsection (g) thereof and to read as follows:

               (h)  the accounts receivable of Foreland Refining that are not
          included in the amount set forth in paragraph (c) of the Closing
          Statement, which accounts receivable shall be, and are hereby,
          assigned to Petro Source Corporation.

     4.   Assumed Obligations.  Section 3.03 is amended to read in its entirety
as follows:

          Section 3.03   Obligations.  On the Closing Date, Foreland Refining
     and/or Petrosource Transportation shall be obligated on or Foreland Asset
     shall and does hereby assume, as the case may be, the following obligations
     and liabilities with respect to the Business and Business Assets for all
     periods subsequent to the Effective Time, in accordance with their
     respective terms and subject to the respective conditions thereof, such
     obligations and liabilities to be held or assumed by the entity identified
     by the parties at the Closing:

               (a)  all obligations of PSC under the leases or rights-of-way set
          forth on Exhibit K-1 relating to the Tangible Personal Property or the
          Real Property;

               (b)  all current trade accounts payable and other current
          liabilities as of the Effective Time, that arose in the ordinary
          course of the Business, all to be set forth in Exhibit K-2 of the
          Closing Exhibits;

               (c)  all liabilities and obligations of PSC to be paid or
          performed after the Effective Time under the contracts and other
          agreements set forth on Exhibit K-3 relating to the Business and
          Business Assets being conveyed hereunder;

               (d)  all liabilities in respect of any taxes for the period
          beginning on the Effective Time; and any other accrued, but unpaid
          liabilities for taxes, as of the Effective Time and set forth in the
          Closing Schedule (real and personal property taxes shall be prorated
          between Foreland Refining and Petro Source Corporation as of the
          Effective Time); and

          (e)  other obligations listed on Exhibit K-4.

     5.   Excluded Liabilities.  Section 3.04 of the Option and Purchase
Agreement is amended to read in its entirety as follows:

          Section 3.04.  Excluded Liabilities.  Unless the liability is
     reflected on the Closing Statement or Adjustment Statement (as those terms
     are defined in Section 3.05A), neither Foreland, Foreland Refining,
     Foreland Asset, nor Petrosource Transportation shall assume or be obligated
     to pay, perform, or otherwise discharge the following:

               (a)  any liability or obligation of PSC direct or indirect, known
          or unknown, absolute or contingent not expressly assumed pursuant to
          section 3.03 or otherwise pursuant to this Agreement;

               (b)  any liability arising out of the employer/employee
          relationship between PSC and its employees prior to the hiring of such
          employees by Foreland Refining or Petrosource Transportation,
          including liabilities for accrued bonuses, vacation, personal leave,
          or other amounts for the benefit of employees of the Business (the
          "Employee Benefits"); provided, however, Foreland Refining shall be
          responsible for payments to Petro Source Corporation required by the
          Transition Services Agreement;

               (c)  taxes for any period prior to the Effective Time (real and
          personal property taxes shall be prorated between Foreland Refining
          and Petro Source Corporation as of the Effective Time);

               (d)  the accounts payable listed on Schedule 3.04; and

               (e)  any liability as to which Petro Source Corporation has
          indemnified Foreland, Foreland Refining, Petrosource Transportation,
          and/or Foreland Asset pursuant to the Environmental Indemnification
          Agreement.

     At the Closing, PSC shall deliver to Foreland, Foreland Asset, Foreland
Refining, and Petrosource Transportation full and complete releases from any
Excluded Liability for which they might be liable or to which the Business or
Business Assets may be subject, including releases of all financing statements
or other security documents, related to such Excluded Liability (the
"Releases").

     6.   Amount of Purchase Price.  Section 3.05 of the Option and Purchase
Agreement is amended to read in its entirety as follows:

          Section 3.05   Amount of Purchase Price.  The consideration payable by
     Foreland for the purchase (the "Purchase Price") of the Business and
     Business Assets shall be five million dollars ($5,000,000)(the "Base
     Price"), plus:

               (a)  the sum of the current assets (except to the extent set
          forth in Section 3.02), as of May 31, 1998, as determined in
          accordance with GAAP (except that finished goods inventory will be
          valued at market), held by Foreland Refining and/or Petrosource
          Transportation;

               (b)  a negative amount equal to the sum of the current
          liabilities, as of May 31, 1998, as determined in accordance with
          GAAP, for which Foreland Refining, Foreland Asset, and/or Petrosource
          Transportation will continue to be liable subsequent to the Closing,
          excluding, however, the amount of $470,604 in intercorporate advances
          from Petro Source Corporation to Petrosource Transportation (which
          liability shall be paid prior to the Closing Date), and further
          excluding the current portion of long term liabilities or liabilities
          under operating leases that are not properly attributable to the
          period prior to the Effective Date in accordance with GAAP;

               (c)  the sum of all capital contributions made by Petro Source
          Corporation to Foreland Refining and/or Petrosource Transportation
          since December 31, 1997 (other than the amount of $470,604 contributed
          to Petrosource Transportation by Petro Source Corporation prior to the
          Closing Date to enable Petrosource Transportation to repay the same
          amount in a current account payable owing to Petro Source
          Corporation);

               (d)  a negative amount equal to all distributions, other than
          distributions of Excluded Assets or the cash proceeds of the sale by
          Foreland Refining of certain of its assets to Foreland Asset as
          contemplated by Section 3.01, made by Foreland Refining and/or
          Petrosource Transportation since May 31, 1998;

               (e)  a positive amount equal to capital expenditures made by
          Foreland Refining's predecessor or Petrosource Transportation between
          December 31, 1997, and May 31, 1998, which added to the Business or
          Business Assets;

               (f)  a negative amount equal to the net proceeds from the sale by
          Foreland Refining's predecessor or Petrosource Transportation between
          December 31, 1997, and May 31, 1998, of portions of the Business or
          Business Assets;

               (g)  any unpaid portion of the Option Consideration; and

               (h)  100,000 shares of Foreland Stock (the "Original Shares"),
          the resale of which by PSC shall be covered by an effective
          Registration Statement in accordance with Article IX.

     7.   Closing Amounts and Payments.  A new Section 3.05A shall be added to
the Option and Purchase Agreement to read in its entirety as follows:

          Section 3.05A  Estimated Purchase Price.  The calculation of the
     Purchase Price as contemplated by Section 3.05 of the Agreement shall be
     based on an estimate and adjusted to actual results as follows:

               (a)  Closing Statement.  Petro Source Corporation has prepared
          and delivered to Foreland a statement (the "Closing Statement")
          setting forth estimates of the items specified in subsections 3.05(a)
          through (f) (the "Estimated Adjustments to Base Price").  The Closing
          Statement shall contain and shall have attached thereto such
          supporting documentation and other data as is reasonably necessary to
          provide a basis for the Estimated Adjustments to Base Price shown
          therein.  The Estimated Adjustments to Base Price shall be based upon
          actual information available to Petro Source Corporation at the time
          of preparation of the Closing Statement and upon its good faith
          estimates and assumptions.  Foreland and its representatives shall be
          provided access to all of PSC's books, records, computer runs and
          other documents containing information on which the Estimated
          Adjustments to Base Price are based for the purpose of conducting a
          review as Foreland may deem appropriate.

               (b)  Closing Purchase Price.  The Purchase Price to be used for
          the purposes of Closing (the "Closing Purchase Price") shall be the
          Base Price, the items described in subsections 3.05(g) and (h), and
          the Estimated Adjustments to Base Price computed as follows:

                    (i)  If the Estimated Adjustments to Base Price shown in the
               Closing Statement on the Closing Date is negative, then the
               Purchase Price shall be reduced by the amount of such Estimated
               Adjustments to Base Price, or

                    (ii) If the Estimated Adjustments to Base Price shown in the
               Closing Statement is positive, then the Purchase Price shall be
               increased by the amount of such Estimated Adjustments to Base
               Price.

               (c)  Non-Cash Portion of Closing Purchase Price.  The Closing
          Purchase Price shall be paid in cash, except as follows:

                    (i)  The unpaid portion of the Option Consideration payable
               in accordance with subparagraph 3.05(g) shall be paid through
               Petro Source Corporation's continuing sale of Option Shares in
               accordance with the provisions of subparagraphs (d) through (f)
               of section 2.02, except that Petro Source Corporation shall not
               be limited as to the number of shares that can be sold at any
               time or during any period as provided in subparagraph (f) of such
               section, and any Option Shares or the proceeds therefrom in
               excess of the balance of the Option Consideration due shall be
               returned to Foreland.

                    (ii) The 100,000 Original Shares of Foreland Stock
               identified in subparagraph 3.05(h), which shall be registered in
               the name of Petro Source Corporation and held and disposed of in
               accordance with the terms and conditions of subparagraph (e) of
               this section 3.05A.

                    (iii)     The net amount of the Estimated Adjustments to
               Base Price shall be paid by the delivery by Foreland to Petro
               Source Corporation at the Closing of 763,602 shares of Foreland
               Stock (the "Closing Shares"), which shall be registered in the
               name of Petro Source Corporation and held and disposed of in
               accordance with the terms and conditions of subparagraph (e) of
               this section 3.05A.

               (d)  Payments and Deliveries. Prior to 11:00 a.m. Houston time on
          the Closing Date, Foreland shall (i) pay an amount equal to the Base
          Price for the account of Petro Source Corporation by wire transfer of
          funds to Petro Source Corporation's designated bank account, and (ii)
          deliver to Petro Source Corporation one or more certificates for the
          Original Shares and the Closing Shares..  Petro Source Corporation
          shall deliver or cause to be delivered the Releases, as defined in
          Section 6.03A, together with all conveyances, instruments, and
          documents to be delivered by or on behalf of Petro Source Corporation
          at Closing.

               (e)  Delivery and Sale of Original Shares and Closing Shares.
          The Original Shares and the Closing Shares shall be issued, held, and
          disposed of as follows:

                    (i)  At the earliest practicable date, but in any event by
               the earlier of the date that is (A) 10 days after the filing by
               Foreland of a report containing historical and pro forma combined
               financial information respecting the purchased Business and
               Business Assets pursuant to section 13 of the Securities Exchange
               Act of 1934, or (B) 75 days after the Closing Date, Foreland
               shall file, at its sole cost, a Registration Statement on such
               form as Foreland may select under the Securities Act covering the
               resale of the Closing Shares and the Original Shares, by and for
               the account of Petro Source Corporation, which shall be named as
               a selling shareholder in the Registration Statement, all as more
               particularly set forth in Article IX hereof.  Foreland shall
               utilize its best efforts to obtain the effectiveness of the
               Registration Statement at the earliest practicable date and to
               maintain its effectiveness until June 30, 1999.  In the event
               that all of the Closing Shares are not sold by Petro Source
               Corporation under the Registration Statement on or before
               December 31, 1998, Foreland shall pay interest to Petro Source
               Corporation in cash equal to 5.0% per annum multiplied by the
               difference between (i) the Estimated Adjustments to Base Price
               less (ii) the net proceeds realized by Petro Source Corporation
               from the sale of such Closing Shares. Such amounts shall be paid
               by Foreland to Petro Source Corporation on the last day of each
               month beginning with the last day of January 1999.  The amount
               described in the preceding sentence shall be paid in addition to
               the interest Petro Source Corporation is entitled to receive
               pursuant to the following paragraph.

                    (ii) Petro Source Corporation may cause to be sold, at any
               time and from time-to-time and in accordance with the
               Registration Statement, that number of Closing Shares that yields
               proceeds, net of brokerage and other usual and customary
               transaction costs, the Estimated Adjustments to Base Price, plus
               simple interest on the unpaid balance from the Closing Date to
               the date such net proceeds from such sale are available to the
               account of Petro Source Corporation at the rate of 10% per annum
               (the "Realizable Amount"), provided, however, that Petro Source
               Corporation shall not sell or place an order to sell in the
               Nasdaq SmallCap Market that number of Closing Shares that would
               yield net proceeds of more than $400,000 in any consecutive 30
               day period without Foreland's prior consent. There are no
               restrictions on the sale of the Original Shares of Foreland Stock
               delivered to Petro Source Corporation at Closing, other than in
               accordance with the Registration Statement.
              
                    (iii)     If the net proceeds from the sale of Closing
               Shares are less than the Realizable Amount, Petro Source
               Corporation may demand that Foreland pay such deficiency, in
               which case Foreland shall, within five days after such demand, at
               its option, either pay such amount in cash in immediately
               available funds or deliver to Petro Source Corporation such
               additional shares of Common Stock as Foreland estimates will
               yield net proceeds in the amount sufficient for Petro Source
               Corporation to realize in cash the Realizable Amount (the
               "Additional Shares").  Should the proceeds from the Additional
               Shares prove to be insufficient for Petro Source Corporation to
               realize in cash the Realizable Amount, Petro Source Corporation
               may demand that Foreland pay such deficiency, in which case
               Foreland shall, within five days after such demand, pay Petro
               Source Corporation such deficiency in cash.

                    (iv) If any Closing Shares or Additional Shares remain
               unsold after the receipt by Petro Source Corporation of the
               Realizable Amount, such shares shall be returned to Foreland for
               cancellation.  If Closing Shares or Additional Shares have been
               sold for net proceeds in excess of the Realizable Amount, such
               excess proceeds shall also be delivered to Foreland.  Petro
               Source Corporation agrees to provide Foreland with access to the
               records concerning the sales of Closing Shares and Additional
               Shares in order to permit Foreland to verify the amount realized
               by Petro Source Corporation on such sales.

     8.   Post Closing Adjustment.  A new Section 3.06A shall be added to the
Option and Purchase Agreement to read in its entirety as follows:

          Section 3.06A  Post Closing Adjustment.
         (a)   Adjustment Statement.  As soon as practicable but in any event
     not later than 60 days following the Closing Date (the "Post Closing Date")
     Petro Source Corporation shall deliver to Foreland a statement (the
     "Adjustment Statement") setting forth the actual amounts of the items
     specified in subsection 3.05(a) through (f) based on the best information
     available to Petro Source Corporation as of the Post Closing Date.  The
     Adjustment Statement shall be in such detail and shall contain or have
     attached thereto such supporting documentation as Foreland shall reasonably
     request.  Foreland and its representatives shall be provided access to all
     of Petro Source Corporation's books, records, computer runs, and other
     documents containing information on which the Adjustment Statement is based
     for the purpose of conducting an audit thereof or such other review as
     Foreland may deem appropriate.

          (b)  Final Determination of Adjustments.  The Adjustment Statement
     shall become final and binding on Petro Source Corporation and Foreland on
     the twentieth business day following the date the Adjustment Statement is
     received by Foreland, unless prior to such twentieth business day Foreland
     shall deliver to Petro Source Corporation notice of its disagreement with
     the contents of the Adjustment Statement, together with proposed changes
     thereto.  If Foreland has delivered a notice of disagreement, then the
     Adjustment Statement will become final and binding upon written agreement
     between Foreland and Petro Source Corporation resolving all disagreements
     of Foreland.  If the Adjustment Statement has not become final and binding
     by the thirtieth business day following its receipt by Foreland, then the
     Adjustment Statement shall be submitted to binding arbitration in
     accordance with the commercial rules of the American Arbitration
     Association, except that only one arbitrator shall be used.  The fees and
     expenses of such arbitration shall be borne 50% by Petro Source Corporation
     and 50% by Foreland.  The determination of the Adjustment Statement by such
     arbitration shall be final and binding upon Foreland and Petro Source
     Corporation.

          (c)  Adjustment Payments.  On the day the Adjustment Statement becomes
     final and binding, Foreland and Petro Source Corporation shall make the
     following payments:

               (i)  If the mathematical sum of the actual amounts of the items
          specified in subsections 3.05(a) through (h) as shown in the final and
          binding Adjustment Statement, is less than the mathematical sum of the
          items to specified in subsections 3.05(a) through (h) in the Closing
          Statement, then Petro Source Corporation shall pay Foreland an amount
          equal to such deficiency.

               (ii) If the mathematical sum of the actual amounts of the items
          specified in subsections 3.05(a) through (h) as shown in the final and
          binding Adjustment Statement, exceeds the mathematical sum of the
          items to specified in subsections 3.05(a) through (h) in the Closing
          Statement, then Foreland shall pay Petro Source Corporation an amount
          equal to such excess.

     Any payments required by this Section 3.06A shall be by wire transfer to
     the account designated by the party to receive such payment.

     9.   Representations, Covenants, and Warranties of Petro Source
Corporation.  The lead-in paragraph to Article IV of the Option and Purchase
Agreement is amended by substituting "Petro Source Corporation" for "PSC."

     10.  Organization.  Section 4.01 of the Option and Purchase Agreement is
amended to read in its entirety as follows:

          Section 4.01   Organization.  Petro Source Corporation and Petrosource
     Transportation are each corporations duly organized, validly existing, and
     in good standing under the laws of the state of Utah.  Foreland Refining
     Corporation is duly organized, validly existing, and in good standing under
     the laws of the state of Texas.  Each of the corporations has the corporate
     power and are duly authorized, qualified, franchised, and licensed or shall
     have applied for licenses under all applicable laws, regulations,
     ordinances, and orders of public authorities to own all of their properties
     and assets and to carry on their business in all material respects as it is
     now being conducted.  There is no jurisdiction in which any of such
     companies is not so qualified in which the character and location of the
     assets owned by it or the nature of the business transacted by it requires
     qualification, except where failure to do so would not have a material
     adverse effect on the business or properties of such company.  The
     execution and delivery of this Agreement does not, and the consummation of
     the transactions contemplated by this Agreement in accordance with the
     terms hereof will not, violate any provision of such companies' articles of
     incorporation or bylaws.  Each of such companies has taken all action
     required by law, its articles of incorporation, its bylaws, or otherwise to
     authorize the execution and delivery of this Agreement and the consummation
     of the transactions herein contemplated.

     11.  Capitalization.  A new Section 4.01A shall be added to the Option and
Purchase Agreement to read in its entirety as follows:

          Section 4.01A  Capitalization.  The authorized capital of Foreland
     Refining consists of 100,000 shares of common stock, par value $0.01, of
     which 1,000 shares are issued and outstanding.  All such issued and
     outstanding shares are legally issued, fully paid, and nonassessable, and
     not issued in violation of the pre-emptive or other right of any person.
     No shares of the authorized capital of Foreland Refining are subject to any
     right held by any other person or entity to require the issuance of
     additional shares on the exercise or conversion of options, warrants,
     convertible debentures, or any other such rights.  The authorized capital
     of Petrosource Transportation consists of 50,000 shares of common stock,
     with no par value, of which 1,000 shares are issued and outstanding.  All
     such issued and outstanding shares are legally issued, fully paid, and
     nonassessable and are not issued in violation of the pre-emptive or other
     right of any person.  Petrosource Transportation does not have any shares
     subject to issuance pursuant to the exercise or conversion of options,
     warrants, convertible debentures, or any other such rights held by any
     other person or entity.

     12.  Financial Statements.  A new subparagraph 4.03(a2) is added to read as
follows:

          (a2) Included in Schedule 4.03 to this Agreement is also the unaudited
     balance sheet of Petrosource Transportation as of March 31, 1998, and the
     related unaudited income statements for the three months ended March 31,
     1998, and the years ended December 31, 1997, 1996, 1995, and 1994, which
     present fairly the results of operations and the financial position of
     Petrosource Transportation for the periods and as of the dates indicated in
     all respects which would be material to an entity consisting of Petrosource
     Transportation and Foreland Refining, except, however, with respect to
     matters that are customarily presented in footnotes to financial
     statements.  All such financial statements have been prepared in accordance
     with GAAP consistently applied throughout the periods involved, except that
     such financial statements have not been audited by independent outside
     accountants and do not contain the footnote disclosures required by GAAP.

     13.  New Governmental Authorizations.  A new Section 4.05A is added to the
Option and Purchase Agreement to read in its entirety as follows:

          Section 4.05A  New Governmental Authorizations.  PSC has either
     transferred to Foreland Refining, or caused Foreland Refining to apply for
     and/or obtain, the licenses, franchises, permits, and other governmental
     authorizations that are legally required to enable it to conduct the
     Business in all material respects as it was conducted on the date of this
     Agreement.  No governmental agency has declined to issue any such
     authorization or indicated that any such authorization may not be issued
     and Petro Source Corporation is not aware of any reason that Foreland
     Refining may not be able to obtain any such authorization.  To the extent
     not obtained prior to Closing, Petro Source Corporation represents and
     warrants that Foreland Refining will, in the normal course of events, be
     able to obtain all of the required authorizations material to the operation
     of the Business.

     14.  Ownership of Stock.  A new Section 4.21A is added to the Option and
Purchase Agreement to read in its entirety as follows:

          Section 4.21A  Ownership of Stock.  Petro Source Corporation hereby
     represents and warrants as follows:  Petro Source Corporation is the sole
     beneficial and record owner of all of the issued and outstanding equity
     ownership of Foreland Refining which consists of 1,000 shares of common
     stock, par value $0.01 per share (the "Foreland Refining Common Stock").
     The Foreland Refining Common Stock is held solely by Petro Source
     Corporation, and, upon Closing, will be free and clear of any and all
     liens, encumbrances, or claims by any other person or entity.  Foreland
     Refining is the sole record and beneficial owner of all of the equity
     interest in Petrosource Transportation, which consists of 1,000 shares of
     common stock, no par value (the "Petrosource Transportation Common Stock").
     The Petrosource Transportation Common Stock is held solely by Foreland
     Refining and, upon Closing, will be free and clear of any and all liens,
     encumbrances, or claims by any other person or entity.

     15.  Certain Liabilities or Contingencies. New Sections 4.21B and 4.21C are
hereby added to the Option and Purchase Agreement to read in its entirety as
follows:
          Section 4.21B  Undisclosed Liabilities or Contingencies.  Petro Source
     Corporation represents and warrants that to Petro Source Corporation's
     Current Actual Knowledge, upon Closing, neither Foreland Refining nor
     Petrosource Transportation have, or are liable for, any liabilities or
     contingencies, whether known or unknown, other than the Assumed
     Obligations, and Petro Source Corporation will indemnify and hold Foreland
     Refining and Petrosource Transportation harmless from any such liabilities
     or contingencies if such are discovered in the future, whether or not known
     by Petro Source Corporation at the Closing Date.

         Section 4.21C Certain Environmental Matters.  Notwithstanding anything 
     to the contrary in the Option and Purchase Agreement and this Agreement 
     and without respect to the disclosures set forth in Schedule 4.18 or 
     elsewhere to the Option and Purchase Agreement, Petro Source Corporation 
     shall indemnify Foreland, Foreland Refining Corporation, and Petrosource
     Transportation and hold them harmless from all environmental matters with
     respect to the Business or Business Assets prior to the Closing Date in
     accordance with the provisions of the Environmental Indemnity Agreement
     executed and delivered by the parties at Closing.

     16.  Releases.  A new Section 6.03A is hereby added to the Option and
Purchase Agreement to read in its entirety as follows:

          Section 6.03A. Releases.  Petro Source Corporation shall have
     delivered the Releases required by Section 3.04 to Foreland, such Releases
     to be in form suitable for filing and, if appropriate, recordation with the
     appropriate governmental offices.

     17.  Closing Date Review and Deliveries.  Section 6.06 of the Option and
Purchase Agreement is hereby amended to read in its entirety as follows:

          Section 6.06   Closing Date Review and Deliveries.  On and as of the
     Closing Date, PSC shall, together with one or more representatives of
     Foreland, undertake a Closing Date review of PSC's books, records, and
     physical inventory.  Petro Source Corporation shall provide Foreland with a
     true, correct, and complete list and amount, as of the most recent
     practicable date of the following items and represents that there will be
     no material change in such items as of the Closing Date, except as may
     occur in the ordinary course of the Business:

               (a)  the Inventory;

               (b)  the Tangible Personal Property;

               (c)  PSC's Accounts Receivable with respect to the Business and a
          list of all shipped but unbilled shipments as of the Closing Date,
          including an aging thereof;

               (d)  PSC's trade accounts payable, accrued current liabilities,
          and the Assumed Obligations with respect to the Business;

               (e)  all unfilled customer orders with respect to the Business;

               (f)  all shipments made with respect to the Business during the
          period from the date of this Agreement to the Closing Date;

               (g)  the Contract Rights;

               (h)  the Customer Lists;

               (i)  the Prepaid Expenses; and

               (j)  the federal, state, or local licenses held or applied for by
          Foreland Refining or Petrosource Transportation, including a summary
          of the status of all pending applications.

     None of the above information shall, in Foreland's sole reasonable
     judgment, be different from the information supplied by PSC in the Exhibits
     and Schedules delivered to Foreland on or before January 15, 1998, to an
     extent that, when all such differences are taken as a whole, result in the
     value of the Business and Business Assets being materially less than the
     value of such Business and Business Assets on January 15, 1998.

     18.  Certain Other Matters.  A new Section 6.09 is hereby added to the
Option and Purchase Agreement to read in its entirety as follows:

          Section 6.09   Certain Other Matters.  Foreland Refining and Petro
     Source Corporation have (i) entered into a transportation agreement for
     product shipped from Petro Source Corporation's Fredonia, Arizona facility,
     if Foreland Refining determines that it has equipment and personnel
     available; and (ii) executed and delivered the Environmental
     Indemnification Agreement.

     19.  Indemnification.  Article X of the Option and Purchase Agreement is
hereby amended by substituting "Petro Source Corporation" and "Petro Source
Refining Corporation" for "PSC" in the case of each and every occurrence of
"PSC" in Article X.  Subsection 10.01(b) is further amended by adding the words
"or its affiliates" immediately following the words "or obligation of the
indemnifying party."

     20.  Tax Election.  Foreland shall timely and effectively file an election
pursuant to Internal Revenue Code Section 338(h)(10) to treat the transaction as
an asset purchase for tax purposes, and Foreland and Petro Source Corporation
shall record the transaction contemplated by this Agreement for tax purposes
consistent with such election.  The parties also agree to mutually cooperate in
allocating the Purchase Price among the Business and Business Assets acquired by
Foreland and to treat the transaction consistent with such allocation for tax
purposes.

     21.  Payment of Cost of Survey.  On or before ten days following the
Closing, Foreland shall reimburse Petro Source Corporation for the cost incurred
by Petro Source Corporation in obtaining a survey of the properties pursuant to
the Option and purchase Agreement.

     22.  Ratification of Option and Purchase Agreement.  Except as specifically
provided by this Amendment, the parties hereby specifically ratify, confirm, and
adopt and binding and enforceable, all of the terms and conditions of the Option
and Purchase Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.

                                          FORELAND CORPORATION


                                          By /s/ N. Thomas Steele, President

                                          PETRO SOURCE CORPORATION


                                          By /s/ A. Howard McCollum, President


                                          FORELAND REFINING CORPORATION


                                          By /s/ A. Howard McCollum, President


                                          PETROSOURCE TRANSPORTATION


                                          By /s/ A. Howard McCollum, President