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                                                              EXHIBIT 10.31

                                 FIRST AMENDMENT

                                       TO

                   AGREEMENT FOR THE SALE AND PURCHASE OF COKE

         This First Amendment to Agreement for the Sale and Purchase of Coke
(this "Amendment") is entered into as of the 11th day of April, 1996, effective
as of March 1, 1996 between GENEVA STEEL COMPANY, a Utah corporation ("Buyer")
and OXBOW CARBON AND MINERALS, INC., a Delaware corporation formerly doing
business as Pacific Basin Resources ("Seller").

                                    Recitals:

         A. Buyer and Seller entered into a certain Agreement for the Sale and
Purchase of Coke dated April 29, 1994, effective as of January 1, 1994 (the
"Agreement"), wherein Seller agreed to provide certain Coke, as defined in the
Agreement, for use in Buyer's blast furnaces located at the Geneva Steel Mill
located in Vineyard, Utah.

         B. The parties desire to amend the Agreement to provide for the
consignment of such Coke on a vessel-by-vessel basis prior to any purchase by
Buyer.

                                   Agreement:

         NOW, THEREFORE, in consideration of the promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer agree to amend
the Agreement as follows:

         1. Definitions. The capitalized terms used in this Amendment shall
have the same meanings ascribed to such terms in the Agreement.

         2. Price. The first paragraph of Section 3 of the Agreement is
hereby deleted and the following substituted in lieu thereof:

                  3. Price. Subject to Sections 15 and 31 hereof, during the
                  Term or any extension thereof, the purchase price (the
                  "Purchase Price") for Coke purchased by Buyer hereunder
                  _______________________. As used herein, the term "inventory
                  cost" means the sum of (a) the ________, as hereinafter
                  defined, of each ton of Coke removed by Buyer from any Pile,
                  determined on a first Vessel in - first Vessel out basis
                  (without regard to which Pile from which a particular ton is
                  removed), plus (b) the ________ per net ton applicable to such
                  purchased Coke, plus (c) a ___________ (the "__________"),
                  which _____________ shall be calculated as follows:

                      Consignment Fee = ___________________
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                  Where:   ________________________________
                           ________________________________ 
                           ________________________________                     


                  As used herein, the term "Vessel Price" means the price, ex
                  ship at the Levin Richmond Terminal Corporation terminals in
                  Richmond, California, U.S.A. (or the terminal of such other
                  services company in the San Francisco, California area or such
                  other port as may be mutually agreed upon by Buyer and Seller)
                  (the "Destination Port"), as such price is applicable to a
                  Vessel on the date on which the Coke was shipped to the
                  Destination Port, for each ton of Coke sold pursuant to this
                  Agreement. The Vessel Price for each Vessel shall be
                  determined in accordance with the following provisions of this
                  Section 3. As used herein, the term (a) "LIBOR Rate" means the
                  three-month London Interbank Offered Rate as of the date of
                  adjustment, as published on the Adjustment Date, as
                  hereinafter defined, in the Money Rates section of the Wall
                  Street Journal, and (b) "Adjustment Date" means March 1, 1997
                  and the first day of the month occurring each six (6) months
                  thereafter.

            3. Vessel Price. The term "Purchase Price" as used in Sections 3.1,
3.2, 3.4, 3.6, 6.1.1, and 15 of the Agreement is hereby changed to be
"Vessel Price" in each place it occurs.

            4. Vessel Price for Third Contract Year. Section 3.3. of the
Agreement is hereby deleted and the following substituted in lieu thereof:

                  For the third Contract Year, effective as of the first day of
                  such third Contract Year, the Vessel Price shall be
                  ___________ per ton of Coke.

            5. Purchase Price All Inclusive. Section 3.5 of the Agreement is
hereby deleted in its entirety and the following substituted in lieu thereof:

                  The Purchase Price for each Contract Year includes all costs
                  and expenses required for Seller to deliver the Coke to Buyer
                  at the Geneva Steel Mill except Buyer shall pay any
                  Destination Port off-loading charges as provided in Section 5
                  hereof, the railroad freight charges to transport Coke from
                  the Destination Port to the Geneva Steel Mill, and any
                  applicable sales and use taxes relating to each ton of Coke
                  purchased by Buyer hereunder. Subject to the foregoing, the
                  Purchase Price includes all other costs, insurance, freight,
                  costs of capital, fees, taxes, assessments, tariffs, excises,
                  special and general duties, custom brokerage charges, costs
                  incurred to comply with any applicable international, federal,
                  state and local laws and regulations


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                  applicable to the sale of Coke at the Piles, and all other
                  items that are the responsibility of Seller pursuant to this
                  Agreement.

           6. Billing and Payment. Section 4 of the Agreement is hereby deleted
in its entirety and the following substituted in lieu thereof:

                  4. Billing and Payment. Seller shall invoice Buyer for each
                  ton of Coke sold hereunder as follows:

                           4.1 Summary of Coke Purchases. On each business day
                  during the Term, commencing on the date Buyer first removes
                  Coke from a Pile after March 1, 1996, Buyer shall provide to
                  Seller a written summary (the "Summary") of the quantity of
                  Coke that Buyer purchased for use during the period from and
                  including the prior business day. Each Summary shall specify
                  the quantity of Coke purchased, the dates of purchase, and a
                  detailed calculation of the Purchase Price. As used herein,
                  the term "business day" means Monday through Friday excluding
                  federal and state holidays observed in the State of Utah.

                           4.2 Payment based on Summary. Concurrently with the
                  delivery of such Summary to Seller, Buyer shall pay to Seller
                  by wire transfer remittance the Purchase Price applicable to
                  the Coke identified in such Summary, less any penalties
                  applicable thereto pursuant to Section 8.3 hereof. The parties
                  intend the transfer of Coke and the payment therefor, as
                  described herein, to be a contemporary exchange for new value
                  given. The parties believe that the payment arrangements
                  established herein provide for an exchange that is
                  substantially contemporaneous and that the time between
                  transfer and payment represents the shortest commercially
                  practicable time for the parties to establish the quantities
                  of Coke transferred. The parties believe that the sale and
                  purchase of Coke contemplated herein, and the payments
                  therefor, are being made in the ordinary course of business of
                  the parties hereto, according to ordinary business terms.

            7. Shipment. The following is added at the end of Section 5.1 of the
Agreement:

                  Seller and Buyer shall mutually agree on the shipping schedule
                  for all Vessels hereunder.

            8. Shipment Documentation. The following is added as new Section 5.4
to the Agreement:

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                  5.4 Shipment Documentation. Promptly after shipment from the
                  Loading Port, Seller shall provide to Buyer bills of lading,
                  the draft survey reports contemplated by Section 7 hereof and
                  the analyses of the Coke pursuant to Section 9 hereof. Seller
                  shall provide to Buyer by facsimile a legible copy of each
                  bill of lading as soon as practicable after a shipment is
                  loaded on a Vessel for delivery to the Destination Port.

            9.    Possession and Acceptance of Coke.  The following is added as
new Section 5.5 of the Agreement:

                  5.5 Possession and Acceptance of Coke. Notwithstanding
                  anything in this Agreement to the contrary, the following
                  provisions shall apply to the shipment, delivery and purchase
                  of Coke pursuant to this Agreement commencing March 1, 1996:

                           5.5.1 Unloading and Transportation of Seller's Coke.
                  Except as provided in Section 5.5.8 hereof, Buyer shall
                  arrange for the off-loading of each Vessel at the Destination
                  Port and the transportation of such Coke to the Geneva Steel
                  Mill where Buyer shall hold, and use commercially reasonable
                  efforts to care for, the Coke as the property of Seller. At
                  all times prior to its sale to Buyer under this Agreement, the
                  Coke shall be subject to and under the direction and control
                  of Seller. In the event of a loss or other claim that is the
                  responsibility of the Destination Port or the railroad under
                  their respective contracts, Buyer, at the sole cost and
                  expense of Seller, shall use commercially reasonable efforts
                  to recover the amount of such loss or claim from such
                  companies; provided, however, that Buyer shall have the right
                  to assign to Seller any claim it may have against the
                  Destination Port and thereafter be relieved of any
                  responsibility to pursue such claim on Seller's behalf. Buyer
                  shall have no obligation to pursue any claim that it
                  determines in good faith is not likely of being recovered.

                           5.5.2    Inventory Piles; Point of Sale.

                                    5.5.2.1 Subject to Section 18 hereof, Coke
                                    belonging to Seller and delivered to the
                                    Geneva Steel Mill shall be segregated into
                                    and maintained by Buyer as separate piles
                                    (each a "Pile") but each Pile may contain
                                    Coke from one or more Vessels. Each Pile
                                    shall be identified as containing Coke owned
                                    by Seller by a sign to be installed and
                                    maintained by Buyer. Unless otherwise agreed
                                    in writing by Buyer and Seller, (a) subject
                                    to the provisions of this Section 5.5.2.1,
                                    Seller shall maintain at least ________ tons
                                    of Coke in the Piles, and (b) Seller shall
                                    use commercially reasonable efforts to
                                    ensure that 


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                                    not more than _________ tons of Coke, in the
                                    aggregate, are maintained in storage at the
                                    Destination Port, in transit from the
                                    Destination Port to the Geneva Steel Mill
                                    and in the Piles.

                                    5.5.2.2 The actual inventory amount
                                    maintained by Seller pursuant to Section
                                    5.5.2.1 hereof shall be subject to the
                                    approval of Buyer, which consent shall not
                                    be unreasonably withheld so long as such
                                    inventory amount is consistent with the
                                    shipping schedule approved pursuant to
                                    Section 5.1 hereof. Seller shall immediately
                                    notify Buyer in writing if such inventory
                                    level is or may not be maintained for any
                                    reason. Seller shall not be in default of
                                    this Agreement if such inventory level is
                                    not maintained due to (a) deviations in the
                                    approved shipping schedule requested in
                                    writing by Buyer, (b) Buyer's purchase of
                                    Coke in excess of Buyer's forecasted
                                    purchase of Coke on which the approved
                                    shipping schedule was based, (c) breach by
                                    the Destination Port of its contractual
                                    obligations to unload, handle and load such
                                    Coke, (d) breach by the railroad of its
                                    contractual obligations to transport Coke
                                    from the Destination Port to the Geneva
                                    Steel Mill, or (e) an event of Force Majeure
                                    under this Agreement.

                                    5.5.2.3 For all Coke which Buyer purchases
                                    from Seller pursuant to this Agreement, such
                                    sale shall be deemed to occur at the time
                                    when Buyer pays for such Coke as provided in
                                    Section 4.2 hereof or removes such Coke from
                                    a Pile, whichever first occurs, and shall be
                                    accounted for on a first Vessel in - first
                                    Vessel out basis. Buyer agrees to notify
                                    Seller by facsimile on a daily basis in
                                    arrears of the quantity of Coke removed by
                                    Buyer from a Pile. Such notice shall contain
                                    the Pile number, identification of the
                                    Vessel(s) from which the Coke originated,
                                    and the quantity of Coke removed from such
                                    Pile. The quantity of Coke removed from a
                                    Pile shall be determined by multiplying the
                                    number of truckloads of Coke removed by
                                    Buyer by twenty-eight (28) net tons if Cline
                                    trucks are used for such removal. If Buyer
                                    uses any other type of truck to remove Coke
                                    from a Pile, the volume of Coke removed per
                                    truck load shall be mutually agreed upon by
                                    Buyer and Seller.

                           5.5.3 Pile Reconciliation. Once a month or when a
                           Pile is fully depleted, whichever first occurs, Buyer
                           and Seller shall reconcile (a) the quantity of Coke
                           sold to Buyer, as reflected in Buyer's daily 


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                           notices, (b) the quantity of Coke initially stored in
                           such Pile, as reflected in the average of the draft
                           survey reports, (c) the quantity of Coke remaining in
                           a Pile based on a physical inspection of such Pile,
                           and (d) the quantity of Third Party Coke, as
                           hereinafter defined, sold by Seller pursuant to
                           Section 5.5.8 hereof. Any differences between (i) the
                           quantity of Coke initially stored in a Pile less
                           Third Party Coke and (ii) the amount of Coke
                           remaining in a Pile based on such physical survey of
                           such Pile, shall be deemed to be Coke sold by Seller
                           and purchased by Buyer hereunder and Buyer shall pay
                           the Purchase Price for such Coke, less the amounts of
                           previous payments applicable thereto and any
                           penalties applicable thereto pursuant to Section 8.3
                           hereof, in the manner provided for in Section 4
                           hereunder.

                           5.5.4 Handling Fee. Buyer shall be paid a handling,
                           transportation and storage fee (the "Handling Fee")
                           for each ton of Coke transported to the Geneva Steel
                           Mill to cover Buyer's services in unloading,
                           switching, handling and loading of Coke,
                           transportation charges and charges incurred by Buyer
                           at the Destination Port. Seller shall pay the amount
                           of the Handling Fee within forty-five (45) days after
                           the date of the bill of lading associated with a
                           Vessel to which the Handling Fee applies. The
                           Handling Fee from and after March 1, 1996 and for
                           Coke delivered prior to February 28, 1997 shall be
                           ________ per ton of Coke delivered by Seller to the
                           Destination Port, as reflected on the draft survey
                           reports. The Handling Fee for subsequent Contract
                           Years, shall be mutually agreed upon by the parties
                           on or before March 1 of each such Contract Year. If
                           the parties are unable to agree upon such Handling
                           Fee, the Handling Fee shall be the actual cost to
                           Buyer, plus or minus _____ per net ton, of Buyer's
                           services in unloading, switching, handling and
                           loading of Coke, transportation charges and charges
                           incurred by Buyer at the Destination Port based on
                           Buyer's rail contract, contract with the Destination
                           Port and Buyer's standard cost accounting allocations
                           for costs incurred at the Geneva Steel Mill. There
                           shall be no other handling charge by Buyer to Seller
                           for removal of any Coke from a Pile at the Geneva
                           Steel Mill except as provided in Section 5.5.8
                           hereof. Upon Seller's reasonable request not more
                           than once per year, Buyer shall cause Arthur Anderson
                           & Company to certify in writing the amount of the
                           Handling Fee. Unless otherwise agreed in writing, any
                           shortfall or overage between the proper Handling Fee
                           and the billed Handling Fee shall be adjusted on the
                           next succeeding invoice for Handling Fees between the
                           parties hereto.


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                           5.5.5 Acceptance of Coke. All Coke is subject to
                           inspection and approval, as provided in Section 8.3
                           of this Agreement, after delivery to the Geneva Steel
                           Mill and before acceptance by Buyer. The transaction
                           between the parties to this Agreement is a
                           consignment sale on approval. Acceptance of Coke
                           shall occur only upon removal of such Coke from a
                           Pile and not by lapse of time or any other manner.
                           Acceptance of part of a Pile shall not constitute
                           acceptance of any other part of a Pile. In the event
                           such Coke is not accepted based on inspection and
                           analyses as provided for in this Agreement, Buyer
                           shall give written notice to Seller and thereafter
                           Seller and not Buyer shall be solely responsible for
                           the handling and disposition of such Coke at Seller's
                           sole risk and expense. Nothing in this Section 5.5.5
                           shall affect Buyer's rights or remedies in the event
                           of a breach by Seller of this Agreement.

                           5.5.6 Protective Filings. Seller shall have the right
                           to file a financing statement pursuant to Section
                           9-408 of the Utah Uniform Commercial Code, Utah Code
                           Ann. Section 70-9-408, to evidence of record that the
                           Coke in the Piles is owned by Seller and not by
                           Buyer.

                           5.5.7 Site License. Buyer hereby grants Seller a
                           non-exclusive license to store Coke obtained and
                           owned by Seller pursuant to this Agreement on that
                           parcel of real property located at the Geneva Steel
                           Mill and more specifically identified on Exhibit A
                           hereto (the "Site"). Such license is granted for
                           reasonable ingress and egress to the Site for the
                           purposes of inspection, testing, loading and
                           unloading of Seller's Coke. Seller shall not store at
                           or transport to the Geneva Steel Mill any coke which
                           is owned by any party other than Seller or which has
                           not been ordered by Buyer. The intent of this license
                           is to allow Coke consigned to Buyer under this
                           Agreement to be stored at the Site and to allow
                           Seller to make incidental sales of Third Party Coke.
                           Buyer shall pay all real property taxes on the Site
                           and Seller shall pay all other taxes, charges and
                           assessments arising out of Seller's ownership of its
                           Coke or the use of the Site for the storage of such
                           Coke. The license granted in this Section 5.5.7 shall
                           be coextensive with the Term of this Agreement;
                           provided that, subject to Buyer's rights, for a
                           period of _____ calendar days after the termination
                           or expiration of this Agreement, Seller shall have
                           the right to enter upon the Site for the purpose of
                           screening and removing any Coke to which it has
                           title. Subject to the immediately foregoing sentence,
                           upon the expiration or termination of this Agreement,
                           Seller's rights under this Section 5.5.7 shall cease
                           and be of no further force or effect. Inasmuch as
                           Buyer retains possession of the 


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                           Site, it shall have the right to enter the Site at
                           all times for any purpose whatsoever, including, but
                           not limited to, removal of Coke from the Piles as
                           contemplated by this Agreement or the laying,
                           repairing, removal, modification, or expansion of any
                           utility, facility, system or improvement. Nothing
                           contained herein shall be, or be interpreted to be,
                           the creation of a real property interest in the Site
                           or the transfer of a license coupled with an
                           interest, and the license provided herein shall at
                           all times be revocable in accordance with the
                           provisions hereof. So long as this Agreement has not
                           expired or been terminated, unless otherwise agreed
                           in writing by Buyer, Seller shall not have the right
                           to bring any third party on the Site for the purpose
                           of handling, transporting or removing Coke. Buyer
                           shall have the right from time to time upon written
                           notice to Seller to change the location of the Site
                           to another location at the Geneva Steel Mill so long
                           as the cost of moving any Pile is borne by Buyer, at
                           all times the Piles are located on the Site as so
                           changed, and such alternative Site has reasonable
                           ingress and egress and adequate area for the Coke
                           inventory contemplated hereby. Buyer shall use
                           commercially reasonable efforts to maintain in force
                           any existing permits it has obtained for the Geneva
                           Steel Works relating to the use of the Site by Seller
                           contemplated hereby; provided, however, that Seller
                           shall be solely responsible to obtain all permits,
                           licenses and approvals required by any governmental
                           entity with jurisdiction for the conduct of Seller's
                           business at the Site or the storage of the Piles and
                           Buyer makes no representation or warranty concerning
                           the existence or adequacy of any of Buyer's permits
                           for such purpose.

                  5.5.8    Third Party Sales.

                           5.5.8.1 Subject to the terms and conditions of this
                           Section 5.5.8 Seller shall have the right to sell to
                           third parties all or any portion of the Coke which
                           has not been purchased by Buyer (the "Third Party
                           Coke"). Such sales of Third Party Coke from Piles at
                           Geneva Steel Mill shall be taken in approximately
                           equal increments and shall not exceed the greater of
                           _____ (___%) of the quantity of Coke from all Vessels
                           or ______ net tons in the aggregate during any twelve
                           (12) month period if Buyer is purchasing on average
                           more than one (1) Vessel of Coke each ninety (90)
                           days; provided, that in all events Seller shall
                           maintain the minimum inventory levels for sale to
                           Buyer as required by Section 5.5.2.1 hereof. If
                           Seller desires to sell Coke to any third party it
                           shall notify Buyer at least five (5) working days in
                           advance of such sale. Such notice shall include the
                           amount of Coke 


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                           to be sold and the date of sale. All handling and
                           transportation of Third Party Coke shall be arranged
                           and paid for by Seller.

                           5.5.8.2 If such sale occurs while the Third Party
                           Coke is located at the Destination Port, Seller shall
                           be solely responsible to arrange and pay for all
                           unloading, switching, storage, handling, stevedoring,
                           loading, transportation and other charges related to
                           such Third Party Coke and Buyer shall have no
                           obligation to take possession of, care for or
                           transport any Third Party Coke. The quantity of Third
                           Party Coke sold by Seller to a third party shall be
                           determined by certified scale weights at the
                           Destination Port. Upon removal of such Third Party
                           Coke from storage at the Destination Port, Buyer
                           shall be paid a fee of $_____ per net ton for each
                           ton of Third Party Coke so removed to compensate
                           Buyer for the freight loss and administrative costs
                           incurred by Buyer associated with such Third Party
                           Coke.

                           5.5.8.3 If such sale occurs while the Third Party
                           Coke is located at the Geneva Steel Mill, upon
                           reasonable advance notice, Buyer shall load such
                           Third Party Coke for transport to such third parties
                           for a charge of $_____ per net ton, said charge to be
                           credited against the next invoice payable by Buyer to
                           Seller hereunder; provided, however, that such
                           loading activities shall be subject to the priority
                           of Buyer's operating requirements and labor and
                           equipment availability and Buyer shall not be liable
                           in anyway for such loading activities so long as
                           Buyer uses commercially reasonable efforts to meet
                           Seller's loading directions. The quantity of Coke
                           loaded for shipment shall be determined by certified
                           scale weights at the Geneva Steel Mill.

                           5.5.8.4 Seller shall not store at or transport to the
                           Geneva Steel Mill any coke, including any Third Party
                           Coke, which is owned by any party other than Seller.

                           5.5.8.5 Seller shall indemnify, defend and hold
                           harmless Buyer from and against any and all claims,
                           demands, damages, losses, costs and expenses
                           (including attorneys' fees) (each a "Claim") arising
                           out of or related in any way to Third Party Coke
                           except that the foregoing indemnity shall not apply
                           to any Claim to the extent caused by Buyer's
                           negligence. Buyer shall have no obligation, liability
                           or responsibility for any degradation of Third Party
                           Coke, and Seller expressly acknowledges that such
                           Third Party Coke shall be loaded by Buyer as run of
                           Pile, "as is" and "where is," without representation
                           or warranty whatsoever.


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         10.      Quantity of Coke.  The following is added at the end of 
 Section 6.1.1 of the Agreement:

                  During the period from March 1, 1996 through August 1, 1997,
                  Buyer shall purchase from Seller at least _____ (___) Vessels
                  (the "Additional Vessels") of Coke in addition to any Vessels
                  that Buyer is otherwise obligated to purchase pursuant to this
                  Section 6.1.1. Notwithstanding the foregoing, Buyer shall
                  order _____ (___) of such Additional Vessels for delivery at
                  the Destination Port during the third Contract Year hereunder.
                  Such Additional
                  Vessels shall be subject to the other terms and conditions of
                  this Agreement and to the following terms and conditions:

                           6.1.1.1 Coke shall be obtained by Seller from a
                           source and ordered at a price, f.o.b. Loading Port
                           acceptable to Buyer. Seller shall use commercially
                           reasonable efforts to obtain the lowest available
                           price for such Coke. Such prices and sources shall be
                           presented to Buyer for its review and approval as
                           early as is practicable prior to Seller contracting
                           for the purchase of such Coke. Neither Seller nor
                           Buyer shall be obligated to obtain such Coke from
                           Antai. The price, f.o.b. Loading Port for the
                           additional Vessel to be ordered during the third
                           Contract Year shall not exceed the then current
                           competitive market price for coke of similar quality
                           and quantity from China.

                           6.1.1.2 In no event shall the Purchase Price to Buyer
                           exceed the purchase price, f.o.b. Loading Port, for
                           other coke available to Buyers, similar in quantity
                           and quality.

           11.    Independent Contractor. The first sentence of Section 16 of
the Agreement is hereby amended to add the words "on approval" after the word
"Coke" on the first line thereof.

           12.    Title. Section 18 of the Agreement is hereby deleted in its
entirety and the following substituted in lieu thereof:

                  18. Title. Title to all Coke shall be vested in Seller until
                  such time as such Coke is either paid for pursuant to Section
                  4.2 of this Agreement or it is removed by Buyer from a Pile
                  hereunder, whichever first occurs. Seller warrants title to
                  the Coke and quiet possession to Buyer of such Coke upon
                  payment or as such Coke is removed from a Pile pursuant to
                  Section 5.5.2 hereof, whichever first occurs. Title to the
                  Coke, as well as the risk of loss, shall transfer from Seller
                  to Buyer when such Coke is paid for or when such Coke is
                  removed from the Pile, whichever first occurs.


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           13. Guaranteed Specifications. Section 8.2 of the Agreement is hereby
amended to change the Ash specification to be "11.75% Maximum."

           14. Ash Penalty. Section 8.3.2 of the Agreement is hereby deleted in
its entirety and the following substituted in lieu thereof:

                  If the ash content exceeds 11.75%, a penalty of $____ per net
                  ton for each one percent (1.0%) of ash in excess of 11.75%
                  shall be applied pro rata.

           15. Notices. Section 22 of the Agreement is hereby amended to provide
that notices to Seller shall be sent in the manner provided in the Agreement
addressed as follows:

                          Oxbow Carbon and Minerals, Inc.
                          3478 Buskirk Avenue, Suite 346
                          Pleasant Hill, CA 94523-4342
                          Attn: Vice President of Sales and Marketing
                          Facsimile No. (510) 932-8920

                     With a copy to:

                          Oxbow Corporation
                          1601 Forum Place
                          West Palm Beach, Florida 33401
                          Attention: J. Michael Smith, Esq.
                          Facsimile No. (407) 640-8812

           16. Termination of Amendment. Buyer shall have the right to terminate
the consignment arrangement provided for in this Amendment by giving written
notice of such termination at least three (3) months prior to the effective date
of such termination. Such notice shall specify the effective date of such
termination. Upon the effective date of such termination, Buyer shall pay to
Seller the Purchase Price for, and Seller shall transfer ownership of, all Coke
at the Destination Port, in transit from the Destination Port to the Geneva
Steel Mill, and in the Piles, and thereafter this Amendment shall be of no
further force or effect as to shipments made subsequent to the effective date of
such termination except that the provisions of Sections 7, 10, 13, 14, 15 and 16
of this Amendment shall survive such termination and remain binding upon the
parties hereto. The intent of this Section 16 is to return the relationship
between the parties hereto as of the termination 


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date to the relationship provided for in the Agreement as if this Amendment had
not been entered into, except as provided in the immediately foregoing sentence.
Once such notice of termination is given, Buyer and Seller shall reasonably
cooperate to achieve such intent. After such termination, Buyer agrees to sell
to Seller Coke from the Piles, at a purchase price to be agreed upon by the
parties, f.o.b. Pile, in such quantities to enable Seller to meet its
pre-existing third-party contractual requirements (but excluding any provisions
for renewal or extension) for the sale of Third Party Coke provided that such
sale does not reduce purchased Coke inventories in the Piles at the Geneva Steel
Mill below 30,000 net tons.

           17. Amber Coke; Benefit. This Amendment shall not apply to Coke
shipped to Buyer on a vessel known as the "Amber" which docked at the
Destination Port on or about January 20, 1996. This Amendment is for the sole
benefit of the parties hereto and shall not be for the benefit or enforceable by
any other person or entity.

           18. Counterparts; Facsimile Signatures. This Amendment may be
executed in any number of counterparts each of which shall constitute but one
agreement. Each signed counterpart of this Amendment delivered by way of
facsimile transmission shall have the same force and effect and be treated as if
it is the delivery of the original signed counterpart.

           19. Ratification. Except as specifically modified herein, the parties
hereby ratify and reaffirm the terms, conditions, warranties and guarantees set
forth in the Agreement.


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<PAGE>   13
         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the day and year first above written.

                                           "Seller"

                                               OXBOW CARBON AND MINERALS, INC.,
                                               a Delaware corporation

                                               By /s/ Brian L. Acton
                                                  --------------------
                                                      Brian L. Acton
                                                      President

                                            "Buyer"

                                               GENEVA STEEL COMPANY,
                                               a Utah corporation

                                               By /s/ Max E. Sorenson
                                                  ----------------------
                                                      Max E. Sorenson
                                                      Senior Vice President
                                                      Engineering and Technology
                                            

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