AMENDMENT           
                                                  
                                                  
    THE FOLLOWING PARCEL SHOULD READ AS FOLLOWS:      
                                                  
                                                  
 D.LSE                                        
 PARCELS  HECTARES  M    RG   TWP      LAND DESCRIPTION                        
                                                  
OS   741  251.52    4    1    054:      8N,SE,SWP                               
                    PORTION(S)  LYING TO THE NORTH OF THE RIGHT BANK OF   
                    THE SASKATCHEWAN RIVER AS SHOWN ON A PLAN OF      
                    SURVEY, CONFIRMED BY E. DEVILLE, SURVEYOR              
                    GENERAL, AT OTTAWA IN 1906/07/05                       
                                                             APPENDIX 3
                    OIL SANDS IN THE MANNVILLE GRP              DRRZD 4
                                                                    END

                                   
   ADDENDA AND CONTACTS APPLICABLE TO THE 1997 APRIL 30   
                                                  
        OIL SANDS PUBLIC OFFERING NOTICE             
                                                  
  D.LEASE                                      
  PARCEL NO(s).      ADDENDA  DESCRIPTION & CONTACT  
             
OS   741            4   1   054:  8SE;SWP                                  
                                                  
    CONTAIN(S) PRIVATELY-OWNED LAND WITH RESTRICTIVE TOPOGRAPHIC AND/OR
    GROUND CONDITIONS ASSOCIATED WITH A RIVER AND/ OR CREEK VALLEY .
    PRIOR TO ANY SURFACE DISTURBANCE AND/OR SITE DEVELOPMENT, CONTACT 
    THE RECLAMATION  INSPECTOR SHOWN.  
          
     SURFACE ACCESS IS SUBJECT TO SPECIFIC RESTRICTIONS.                        
                                                  
     FOR FURTHER INFORMATION PLEASE CONTACT:  MIKE SMITH     
                                                     
     RECLAMATION INSPECTOR                  ENVIRONMENTAL PROTECTION
     MAIN FLOOR,  PROVINCIAL BUILDING       LAND RECLAMATION DIVISION
     BOX 2169, 810 - 14 AVENUE              ENVIRONMENTAL REGULATORY SERVICE
     WAINWRIGHT     AB   T0B 4P0            (403)842-7535                      
                                                                    END
                                                  
     NOTE:          TOTAL  AREA OFFERED:  2,619.52 HECTARES                     
                                                  
                                                  
March 19, 1997                          Brian Hudson, Manager
EDMONTON, AB                            Mineral Agreements