BASE CONTRACT FOR SHORT-TERM

BASE CONTRACT FOR SHORT-TERM SALE AND PURCHASE OF NATURAL GAS

This Base Contract is entered into as of the following date: «ContractDateMDY». The parties to this Base Contract are the following:

<<Company Name>> «CompanyName»

«Address» «Address»

«CityStateProvPostalZip» «CityStateProvPostalZip»

Duns # ___________________________ Duns #

Contract # Contract #

Attn: «ProGasContact» Attn: «CompanyContact»

Phone: «DirectPhone» Fax: «DirectFax» Phone: «DirectPhone» Fax: «DirectFax»

Federal Tax ID Number: ___________________________ Federal Tax ID Number:

Invoices and Payments:

«CompanyName» «CompanyName»

Address: _______________________________ Address:

Attn:___________________________________ Attn:

Phone: Fax: Phone: Fax:

Wire Transfer or ACH Nos. (if applicable) See Schedule “B” Wire Transfer or ACH Nos. (if applicable) See Schedule “C”

This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Short-Term Sale and Purchase of Natural Gas published by the Gas Industry Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions (select only one from each box, but see "Note" relating to Section 2.24.):

Section 1.2

Transaction Procedure

8 Oral

¨Written

Section 6.

Taxes

8 Buyer Pays At and After Delivery Point

¨ Seller Pays Before and At Delivery Point

Section 2.4

Confirm Deadline

8 2 Business Days after receipt (default)

¨ Business Days after receipt

Section 7.2 Payment Date

25^THdate of Month following Month of delivery. *See Special Provisions

Section 2.5

Confirming Party

8Seller

¨ Buyer

¨ _________________________

Section 7.2

Method of Payment

8Wire Transfer (WT)

¨ Automated Clearinghouse (ACH)

¨ Check

Section 3.2

Performance Obl.

¨ Cover Standard

8 Spot Price Standard

Note: The following Spot Price Publication applies to both of the immediately preceding Standards and must be filled in after a Standard is selected.

Section 13.5

CHOICE OF LAW: Province of Alberta

Section 2.24

Spot Price Publication: Canadian Gas Price Reporter - For deliveries within Canada; Gas Daily - For deliveries within the U.S.

8Special Provisions: Number of sheets attached: 3 - Schedule “A” Special Provisions, “B” and “C” - Banking Information

* Section 7.2 - If the Payment Date is not a Business Day, then payment is due and must be received on the first Business Day PRIOR TO the 25^th day of the Month following the Month of delivery.

IN WITNESS WHEREOF, the parties hereto have executed this Base Contract in duplicate.

«CompanyName» «CompanyName»

By By

Title Title

DISCLAIMER: The purposes of this Contract are to fHTIlitate trade, avoid misunderstandings and make more definite the terms of contracts of purchase and sale of natural gas. This Contract is intended for Interruptible transactions or Firm transactions of one month or less and may not be suitable for Firm transactions of longer than one month. Further, GISB does not mandate the use of this Contract by any party. GISB DISCLAIMS AND EXCLUDES, AND ANY USER OF THIS CONTRACT ACKNOWLEDGES AND AGREES TO GISB'S DISCLAIMER OF, ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THIS CONTRACT OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT GISB KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. EACH USER OF THIS CONTRACT ALSO AGREES THAT UNDER NO CIRCUMSTANCES WILL GISB BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THIS CONTRACT.

GENERAL TERMS AND CONDITIONS

BASE CONTRACT FOR SHORT-TERM

SALE AND PURCHASE OF NATURAL GAS

SECTION 1. PURPOSE AND PROCEDURES

1.1. These General Terms and Conditions are intended to fHTIlitate purchase and sale transactions of Gas on a Firm or Interruptible basis. "Buyer" refers to the party receiving Gas and "Seller" refers to the party delivering Gas.

The parties have selected either the “Oral” version or the “Written” version of transaction procedures as indicated on the Base Contract.

Oral Transaction Procedure:

1.2 The parties will use the following Transaction Confirmation procedure. Any Gas purchase and sale transaction may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance constituting the agreement of the parties. The parties shall be legally bound from the time they so agree to transaction terms and may each rely thereon. Any such transaction shall be considered a “writing” and to have been “signed”. Notwithstanding the foregoing sentence, the parties agree that Confirming Party shall, and the other party may, confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means. Confirming Party adopts its confirming letterhead, or the like, as its signature on any Transaction Confirmation as the identification and authentication of Confirming Party.

Written Transaction Procedure:

1.2 The parties will use the following Transaction Confirmation procedure. Should the parties come to an agreement regarding a Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party shall, and the other party may, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of non-conflicting Transaction Confirmation or the passage of the Confirm Deadline without objection from the receiving party, as provided in Section 1.3.

1.3. If a sending party's Transaction Confirmation is materially different from the receiving party's understanding of the agreement referred to in Section 1.2., such receiving party shall notify the sending party via facsimile by the Confirm Deadline, unless such receiving party has previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party's agreement to the terms of the transaction described in the sending party's Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing the same transaction, then neither Transaction Confirmation shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations. The entire agreement between the parties shall be those provisions contained in both the Base Contract and any effective Transaction Confirmation. In the event of a conflict among the terms of (i) a Transaction Confirmation, (ii) the Base Contract, and (iii) these General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence.

SECTION 2 DEFINITIONS

2.1. "Base Contract" shall mean a contract executed by the parties that incorporates these General Terms and Conditions by reference; that specifies the agreed selections of provisions contained herein; and that sets forth other information required herein.

2.2. "British thermal unit" or "Btu" shall have the meaning ascribed to it by the Receiving Transporter.

2.3. "Business Day" shall mean any day except Saturday, Sunday or Federal Reserve Bank holidays.

2.4. "Confirm Deadline" shall mean 5:00 p.m. in the receiving party's time zone on the second Business Day following the Day a Transaction Confirmation is received, or if applicable, on the Business Day agreed to by the parties in the Base Contract; provided, if the Transaction Confirmation is time stamped after 5:00 p.m. in the receiving party's time zone, it shall be deemed received at the opening of the next Business Day.

2.5. "Confirming Party" shall mean the party designated in the Base Contract to prepare and forward Transaction Confirmations to the other party.

2.6. "Contract" shall mean the legally-binding relationship established by (i) the Base Contract and (ii) the provisions contained in any effective Transaction Confirmation.

2.7. "Contract Price" shall mean the amount expressed in U.S. Dollars per MMBtu, as evidenced by the Contract Price on the Transaction Confirmation.

2.8. "Contract Quantity" shall mean the quantity of Gas to be delivered and taken as set forth in the Transaction Confirmation.

2.9. "Cover Standard", if applicable, shall mean that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the non-defaulting party shall use commercially reasonable efforts to obtain Gas or alternate fuels, or sell Gas, at a price reasonable for the delivery or production area, as applicable, consistent with: the amount of notice provided by the defaulting party; the immediacy of the Buyer's Gas consumption needs or Seller's Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the defaulting party.

2.10. "Day" shall mean a period of 24 consecutive hours, coextensive with a "day" as defined by the Receiving Transporter in a particular transaction.

2.11. "Delivery Period" shall be the period during which deliveries are to be made as set forth in the Transaction Confirmation.

2.12. "Delivery Point(s)" shall mean such point(s) as are mutually agreed upon between Seller and Buyer as set forth in the Transaction Confirmation.

2.13. "EDI" shall mean an electronic data interchange pursuant to an agreement entered into by the parties, specifically relating to the communication of Transaction Confirmations under this Contract.

2.14. "EFP" shall mean the purchase, sale or exchange of natural Gas as the "physical" side of an exchange for physical transaction involving gas futures contracts. EFP shall incorporate the meaning and remedies of "Firm".

2.15. "Firm" shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking Force Majeure may be responsible for any Imbalance Charges as set forth in Section 4.3. related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter.

2.16. "Gas" shall mean any mixture of hydrocarbons and non-combustible gases in a gaseous state consisting primarily of methane.

2.17. "Imbalance Charges" shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter's balance and/or nomination requirements.

2.18. "Interruptible" shall mean that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in Section 4.3. related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by Transporter.

2.19. "MMBtu" shall mean one million British thermal units which is equivalent to one dekatherm.

2.20. "Month" shall mean the period beginning on the first Day of the calendar month and ending immediately prior to the commencement of the first Day of the next calendar month.

2.21. "Payment Date" shall mean a date, selected by the parties in the Base Contract, on or before which payment is due Seller for Gas received by Buyer in the previous Month.

2.22. "Receiving Transporter" shall mean the Transporter receiving Gas at a Delivery Point, or absent such receiving Transporter, the Transporter delivering Gas at a Delivery Point.

2.23. "Scheduled Gas" shall mean the quantity of Gas confirmed by Transporter(s) for movement, transportation or management.

2.24 "Spot Price" as referred in Section 3.2 shall mean the price listed in the publication specified by the parties in the Base Contract, under the listing applicable to the geographic location closest in proximity to the Delivery Point(s) for the relevant Day; provided, if there is no single price published for such location for such Day, but there is published a range of prices, then the Spot Price shall be the average of such high and low prices. If no price or range of prices is published for such Day, then the Spot Price shall be the average of the following: (i) the price (determined as stated above) for the first Day for which a price or range of prices is published that next precedes the relevant Day; and (ii) the price (determined as stated above) for the first Day for which a price or range of prices is published that next follows the relevant Day.

2.25. "Transaction Confirmation" shall mean the document, substantially in the form of Exhibit A, setting forth the terms of a purchase and sale transaction formed pursuant to Section 1. for a particular Delivery Period.

2.26. "Transporter(s)" shall mean all Gas gathering or pipeline companies, or local distribution companies, acting in the capHTIty of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point pursuant to a particular Transaction Confirmation.

SECTION 3 PERFORMANCE OBLIGATION

3.1. Seller agrees to sell and deliver, and Buyer agrees to receive and purchase, the Contract Quantity for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as specified in the Transaction Confirmation.

The parties have selected the “Cover Standard” version or the “Spot Price Standard” version as indicated on the Base Contract.

Cover Standard:

3.2 In addition to any liability for Imbalance Charges, which shall not be recovered twice by the following remedy, the exclusive and sole remedy of the parties in the event of a breach of a Firm obligation shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard for replacement Gas or alternative fuels and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s); or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day(s); or (iii) in the event that Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third party, and no such replacement or sale is available, then the exclusive and sole remedy of the non-breaching party shall be any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery Point, multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller and received by Buyer for such Day(s).

Spot Price Standard:

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS CONTRACT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

SECTION 4. TRANSPORTATION, NOMINATIONS AND IMBALANCES

4.1. Seller shall have the sole responsibility for transporting the Gas to the Delivery Point(s) and for delivering such Gas at a pressure sufficient to effect such delivery but not to exceed the maximum operating pressure of the Receiving Transporter. Buyer shall have the sole responsibility for transporting the Gas from the Delivery Point(s).

4.2. The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected Transporter(s). Each party shall give the other party timely prior notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party.

4.3. The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer's actions or inactions (which shall include, but shall not be limited to, Buyer's failure to accept quantities of Gas equal to the Scheduled Gas), then Buyer shall pay for such Imbalance Charges, or reimburse Seller for such Imbalance Charges paid by Seller to the Transporter. If the Imbalance Charges were incurred as a result of Seller's actions or inactions (which shall include, but shall not be limited to, Seller's failure to deliver quantities of Gas equal to the Scheduled Gas), then Seller shall pay for such Imbalance Charges, or reimburse Buyer for such Imbalance Charges paid by Buyer to the Transporter.

SECTION 5. QUALITY AND MEASUREMENT

All Gas delivered by Seller shall meet the quality and heat content requirements of the Receiving Transporter. The unit of quantity measurement for purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the established procedures of the Receiving Transporter.

SECTION 6. TAXES

The parties have selected either the “Buyer Pays At and After Delivery Point” version or the “Seller Pays Before and At Delivery Point” version as indicated on the Base Contract.

Buyer Pays At and After Delivery Point:

Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.

Seller Pays Before and At Delivery Point:

Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s) and all Taxes at the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas after the Delivery Point(s). If a party is required to remit or pay Taxes which are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.

SECTION 7. BILLING, PAYMENT AND AUDIT

7.1. Seller shall invoice Buyer for Gas delivered and received in the preceding Month and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the actual quantity on the following Month's billing or as soon thereafter as actual delivery information is available.

7.2. Buyer shall remit the amount due in the manner specified in the Base Contract, in immediately available funds, on or before the later of the Payment Date or 10 days after receipt of the invoice by Buyer; provided that if the Payment Date is not a Business Day, payment is due on the next Business Day following that date. If Buyer fails to remit the full amount payable by it when due, interest on the unpaid portion shall accrue at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates" by The Wall Street Journal, plus two percent per annum from the date due until the date of payment; or (ii) the maximum applicable lawful interest rate. If Buyer, in good faith, disputes the amount of any such statement or any part thereof, Buyer will pay to Seller such amount as it concedes to be correct; provided, however, if Buyer disputes the amount due, Buyer must provide supporting documentation acceptable in industry practice to support the amount paid or disputed.

7.3. In the event any payments are due Buyer hereunder, payment to Buyer shall be made in accordance with Section 7.2. above.

7.4. A party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine the books and records of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This examination right shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and billings shall be conclusively presumed final and accurate unless objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas delivery. All retroactive adjustments under Section 7. shall be paid in full by the party owing payment within 30 days of notice and substantiation of such inaccuracy.

SECTION 8. TITLE, WARRANTY AND INDEMNITY

8.1. Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Buyer at the Delivery Point(s). Seller shall have responsibility for and assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and assume any liability with respect to said Gas after its delivery to Buyer at the Delivery Point(s).

8.2. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims.

8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including attorneys' fees and costs of court ("Claims"), from any and all persons, arising from or out of claims of title, personal injury or property damage from said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury or property damage from said Gas or other charges thereon which attach after title passes to Buyer.

8.4. Notwithstanding the other provisions of this Section 8., as between Seller and Buyer, Seller will be liable for all Claims to the extent that such arise from the failure of Gas delivered by Seller to meet the quality requirements of Section 5.

SECTION 9. NOTICES

9.1. All Transaction Confirmations, invoices, payments and other communications made pursuant to the Base Contract ("Notices") shall be made to the addresses specified in writing by the respective parties from time to time.

9.2. All Notices required hereunder may be sent by facsimile or mutually acceptable electronic means, a nationally recognized

overnight courier service, first class mail or hand delivered.

9.3. Notice shall be given when received on a Business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending party's receipt of its facsimile machine's confirmation of successful transmission, if the day on which such facsimile is received is not a Business Day or is after five p.m. on a Business Day, then such facsimile shall be deemed to have been received on the next following Business Day. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving party. Notice via first class mail shall be considered delivered two Business Days after mailing.

SECTION 10. FINANCIAL RESPONSIBILITY

10.1. When reasonable grounds for insecurity of payment or title to the Gas arise, either party may demand adequate assurance of performance. Adequate assurance shall mean sufficient security in the form and for the term reasonably specified by the party demanding assurance, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a security interest in an asset acceptable to the demanding party or a performance bond or guarantee by a creditworthy entity. In the event either party shall (i) make an assignment or any general arrangement for the benefit of creditors; (ii) default in the payment obligation to the other party; (iii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iv) otherwise become bankrupt or insolvent (however evidenced); or (v) be unable to pay its debts as they fall due; then the other party shall have the right to either withhold and/or suspend deliveries or payment, or terminate the Contract without prior notice, in addition to any and all other remedies available hereunder. Seller may immediately suspend deliveries to Buyer hereunder in the event Buyer has not paid any amount due Seller hereunder on or before the second day following the date such payment is due.

10.2. Each party reserves to itself all rights, set-offs, counterclaims, and other defenses which it is or may be entitled to arising from the Contract.

SECTION 11. FORCE MAJEURE

11.1. Except with regard to a party's obligation to make payment due under Section 7. and Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term "Force Majeure" as employed herein means any cause not reasonably within the control of the party claiming suspension, as further defined in Section 11.2.

11.2. Force Majeure shall include but not be limited to the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption of firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars; and (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, or regulation promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance.

11.3. Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary firm transportation unless primary, in-path, firm transportation is also curtailed; (ii) the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (iii) economic hardship. The party claiming Force Majeure shall not be excused from its responsibility for Imbalance Charges.

11.4. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be entirely within the sole discretion of the party experiencing such disturbance.

11.5. The party whose performance is prevented by Force Majeure must provide notice to the other party. Initial notice may be given orally; however, written notification with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written notification of Force Majeure to the other party, the affected party will be relieved of its obligation to make or accept delivery of Gas as applicable to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the other during such occurrence or event.

SECTION 12. TERM

This Contract may be terminated on 30 days’ written notice, but shall remain in effect until the expiration of the latest Delivery Period of any Transaction Confirmation(s). The rights of either party pursuant to Section 7.4., the obligations to make payment hereunder, and the obligation of either party to indemnify the other, pursuant hereto shall survive the termination of the Base Contract or any Transaction Confirmation.

SECTION 13. MISCELLANEOUS

13.1. This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning party, which consent will not be unreasonably withheld or delayed; provided, either party may transfer its interest to any parent or affiliate by assignment, merger or otherwise without the prior approval of the other party. Upon any transfer and assumption, the transferor shall not be relieved of or discharged from any obligations hereunder.

13.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract.

13.3. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach.

13.4. This Contract sets forth all understandings between the parties respecting each transaction subject hereto, and any prior contracts, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective Transaction Confirmation(s). This Contract may be amended only by a writing executed by both parties.

13.5. The interpretation and performance of this Contract shall be governed by the laws of the state specified by the parties in the Base Contract, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction.

13.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any Federal, State, or local governmental authority having jurisdiction over the parties, their fHTIlities, or Gas supply, this Contract or Transaction Confirmation or any provisions thereof.

13.7. There is no third party beneficiary to this Contract.

13.8. Each party to this Contract represents and warrants that it has full and complete authority to enter into and perform this Contract. Each person who executes this Contract on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby.

SCHEDULE “A”

to the Base Contract for Short-Term Sale and Purchase of Natural Gas

between «CompanyName» and <<Company Name>>

dated «ContractDateMDY»

SPECIAL PROVISIONS

1. Section 2.3 shall be replaced with the following:

“2.3 “Business Day” shall mean any day except Saturday, Sunday, statutory holidays and banking holidays in Alberta and Canada, and Federal Reserve Bank holidays in the United States.”

2. Notwithstanding Section 7.2, interest on any unpaid portion shall accrue at a rate equal to the U.S. Base Lending Rate as charged by the Bank of Montreal plus two (2%) percent.

3. Notwithstanding Section 11.2, Force Majeure shall also include failure of processing and field production fHTIlities of, or supply from, producers contracted to Seller, but only to the extent that such failure can be demonstrated to affect Seller’s ability to obtain supply from its contracted supply sources in western Canada above the level of its then existing firm sales obligations. Notwithstanding the foregoing:

(a) in the event that a Force Majeure condition affects only a portion of the contracted pool supply available for delivery by Seller, to the extent that Seller is able, Seller shall deliver to Buyer, Buyer's pro rata share of the available supply. Buyer's pro rata share will be the percentage resulting from the DCQ divided by the total quantity of Seller's firm sales obligations on each day during the period of the Force Majeure.

(b) in the event that a Force Majeure condition only partially affects Buyer's ability to purchase gas, or receive gas at the Point of Delivery, Buyer shall purchase from Seller, Seller's pro rata share of Buyer's total purchases. Seller's pro rata share will be the percentage resulting from the DCQ divided by the total quantity of Buyer's daily firm purchase obligations during the period of the Force Majeure.

(c) During the period when deliveries of gas from Seller’s supply pool are affected by a Force Majeure event, provided Seller has met its obligations under (a), Seller will not be obligated to seek out any gas supplies which may be available outside Seller’s then current contracted supply pool.

4. Notwithstanding Section 11.3, the party claiming Force Majeure will be excused from its responsibility for Imbalance Charges.

5. Notwithstanding Section 5, in the event that quality, pressure and temperature standards of the Transporter transporting Gas for Seller do not conform to those of the Receiving Transporter, and the Receiving Transporter refuses to transport Gas delivered under this Base Contract, unless otherwise mutually agreed by Buyer and Seller, such event will be considered an event of Force Majeure.

6. The following sub-sections shall be added to Section 7:

7.5 If a party (“Defaulting Party”):

(a) fails to deliver or purchase and this failure extends over a period of thirty (30) consecutive days and such failure is not excused under this Agreement,

(b) or its assets become the subject of any proceeding (whether initiated by it or another person) under bankruptcy or insolvency laws, including without limitation, proceedings under the Companies’ Creditors’ Arrangement Act (Canada),

(c) becomes the subject of any proceeding for liquidation, reorganization or winding up (whether initiated by it or by another person),

(d) has a receiver or a receiver manager of all or any part of its assets appointed by a court of competent jurisdiction or by a creditor,

(e) commits an act of bankruptcy as defined in the Bankruptcy and Insolvency Act (Canada),

(f) commits any other act or omission which would entitle any of its creditors to initiate a process or proceeding to take possession of any of its assets or to have any of its assets distributed among such creditors,

(g) fails to make when due any payment to the other party required under this Agreement and such failure is not remedied within five (5) days after written notice of such failure is given to it by the non-defaulting party;

(h) fails to comply with a request for financial assurance under Section 10.5, and this failure has continued for ten (10) days;

(each of the foregoing events being considered an “Event of Default” ) then, in addition to any and all other remedies available, the other party (“Non-Defaulting Party”) will have the right to terminate this Agreement with written notice to the Defaulting Party (“Termination Notice”).

7.6 In the event that the Non-Defaulting Party terminates this Agreement under Section 7.5, the Non-Defaulting Party will have the right to designate an early termination date ("Early Termination Date") in the Termination Notice as any date on or after the Event of Default. Upon the Early Termination Date, the Non-Defaulting Party will have the right to liquidate any and all outstanding Transactions under this Agreement by:

(a) Closing out each Transaction being liquidated at its Market Value, as defined below, so that each such Transaction is cancelled and a settlement payment in an amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Transaction will be due to the Buyer under the Transaction if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and

(b) Discounting each amount then due under clause (a) above to present value in a commercially reasonable manner as at the time of liquidation (to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant Transaction); and

(c) Setting off or aggregating, as appropriate, any or all settlement payments (discounted as appropriate) and (at the election of the Non-Defaulting Party) any or all other amounts owing between the parties so that all such amounts are aggregated and/or netted to a single liquidated amount payable by one party to the other. The net amount due under any such liquidation will be paid by the close of business on the Business Day following the Early Termination Date.

7.7 (a) For the purposes of Section 7.6, "Contract Value" means the amount of the Gas remaining to be delivered or purchased under a Transaction multiplied by the Price per unit, and "Market Value" means the amount of Gas remaining to be delivered or purchased under a Transaction multiplied by the market price per unit determined by the Non-Defaulting Party in a commercially reasonable manner, taking into account the following:

i. the quantities of Gas involved;

ii. the Point of Delivery; and

iii. the relevant market prices for the remaining term of such Transaction either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for such Transaction.

iv. The rate of interest used in calculating net present value will be determined by the Non-Defaulting Party in a commercially reasonable manner. The parties agree that a Transaction under this Agreement will constitute a "forward contract" within the meaning of the United States Bankruptcy Code or similar legislation in Canada.

7.8 The Non-Defaulting Party will give notice to the defaulting party that a liquidation pursuant to this Section has occurred no later than the Business Day following such liquidation, provided that failure to give such notice will not affect the validity or enforceability of the liquidation or give rise to any claim by the defaulting party against the Non-Defaulting Party.

7.9 Each party reserves to itself all rights, set-offs, counterclaims and other defences which it is or may be entitled to arising from or out of the Agreement or any other arrangements between the parties for the purchase and sale of Gas. The parties agree and acknowledge that the within Agreement is one of a series of related short and long term purchase and supply agreements between Buyer and Seller.

7.10 The parties will have the right, upon reasonable notice and at reasonable times, to have an independent third party examine the books and records of the other party, on a confidential basis, to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, computation made under this Agreement. Any such audit and any claim based upon errors in any statement or unauthorized curtailment must be made within twelve (12) months of the date of such statement or any revision thereof. Following such twelve (12) month period, a billing statement as adjusted will be final. Errors in a party's favour will be rectified in full, with interest as calculated above, by such party within thirty (30) days of notice and substantiation of the inaccuracy.

SCHEDULE “B”

to the Base Contract for Short-Term Sale and Purchase of Natural Gas

between «CompanyName» and <<Company Name>>

dated «ContractDateMDY»

BANKING INFORMATION

<<Company Name>> (Canadian Dollars)

Pay Through: __________________________________

Beneficiary’s Bank: __________________________________

Beneficiary Customer: __________________________________

<<Company Name>>

Calgary, Alberta

<<Company Name>> (US Dollars)

Pay through: __________________________________

(Destination Bank) __________________________________

Beneficiary’s Bank: __________________________________

Beneficiary Customer: __________________________________

<<Company Name>>

Calgary, Alberta

<<Company Name>> (Canadian Dollars)

Pay Through: __________________________________

Beneficiary’s Bank: __________________________________

Beneficiary Customer: __________________________________

<<Company Name>>

Calgary, Alberta

<<Company Name>> (US Dollars)

Pay through: __________________________________

(Destination Bank) __________________________________

Beneficiary’s Bank: __________________________________

Beneficiary Customer: __________________________________

<<Company Name>>

Calgary, Alberta

SCHEDULE “C”

to the Base Contract for Short-Term Sale and Purchase of Natural Gas

between «CompanyName» and <<Company Name>>

dated «ContractDateMDY»

BANKING INFORMATION

«CompanyName»

<<COMPANY NAME>>

Insert Company Address

Calgary, Alberta Canada Postal Code__________

Phone: (403) _________ Fax: (403) ____________

CREDIT APPLICATION
Customer Information
Name:
Address:

Phone:	Fax:

Type of Business: Private Corporation Public Corporation Other (specifiy):
Place of Incorporation:
Number of years in business:	D & B #:
On a typewritten attachment please describe the ownership structure including a list of principal owners and officers and/or key affiliates and indicate who is responsible for your debts. Also indicate if there has been a name or ownership change in the last five years. Please complete and return the attached credit reference form, providing one bank reference and four trade references and attach copies of your most recent two years audited financial statements or annual reports and latest interim financial statements.
Amount of credit requested (specify currency):
I, being an officer of the company, verify that all information provided is true and correct. Signature: Date:
Title:
Note: We reserve the right to require security before commencing deliveries and will notify you if security is required. Information provided on this application will be held in strictest confidence and used only by the Company or its affiliates in making a credit evaluation. Please return this application to <<Company Name>> as soon as possible to ensure the timely completion of a credit assessment.

Authorization to Disclose Credit Information
Company Name:
Contact:
Phone:		Fax:
The laws of certain jurisdictions may forbid the disclosure of financial information without written consent. The signature below will authorize the trade and bank references noted below to release the customary trade relationship and bank information to <<Company Name>> personnel.
Signature:		Date:
Title:
TRADE REFERENCES
Company	Contact		Phone



BANK REFERENCE
Bank	Contact		Phone

FHTIlity/Account Information Operating FHTIlity ($): General Account No.:	Letter of Credit FHTIlity ($):