Exhibit 10.2
Amendment No. 1 to Asset Purchase and Sale Agreement

                                 AMENDMENT NO. 1
                                       TO
                        ASSET PURCHASE AND SALE AGREEMENT


     This Amendment No. 1 to the Asset Purchase and Sale Agreement dated October
26,  2004,  between  ONEOK  Propane  Distribution  Company,  a division of ONEOK
Propane  Company,  a  Delaware  corporation,  as  Seller,  and  Sonterra  Energy
Corporation,  a Texas corporation,  as Buyer (the "Agreement"),  is entered into
between Seller and Buyer as of October 29, 2004. Capitalized terms not otherwise
defined herein have the meanings given in the Agreement.

                                    Recitals
                                    --------

     Section 7.2 of the Agreement  provides that the Closing of the transactions
contemplated by the Agreement will occur on or before October 29, 2004.  Section
7.3 of the Agreement defines the Effective Date. The Parties desire to close the
transactions on November 1, 2004, and set the Effective Date as October 1, 2004.

                                   Agreements
                                   ----------

     1. The first  sentence of Section 7.2 of the  Agreement,  Time and Place of
Closing, is amended to read in its entirety as follows:

     Closing  shall  occur on or before  November  1,  2004,  at 2:00  p.m.  CST
     (provided that all conditions to Closing contained within Section 7.1 above
     have been  met),  unless a later date is  mutually  agreed to in writing by
     both Parties.

     2. The first sentence of Section 7.3 of the Agreement,  Effective  Date, is
amended to read in its entirety as follows:

     The "Effective  Date" of the transfer from Seller to Buyer  hereunder shall
     be October 1, 2004.


     IN  WITNESS  WHEREOF,  the  Parties  have set  their  hands  by their  duly
     authorized officials.
                                            BUYER:

                                            Sonterra Energy Corporation, a Texas
                                            corporation



                                            By:     ____________________________
                                                    Michael R. Ward, President


                                            SELLER:

                                            ONEOK Propane Distribution Company,
                                            a division of ONEOK Propane Company,
                                            a Delaware corporation



                                            By:      ___________________________
                                                     D. Lamar Miller,
                                                     Senior Vice President -
                                                     Financial Services