Exhibit 10.4.11

                                 LEASE AGREEMENT

                  THIS AGREEMENT, made and entered into as of the 16th day of
February, 1964, by and between JOHN D. JACKSON, Conservator for the Estate of
APHIA JACKSON WALLAN hereinafter called "Lessor" (whether one or more) and
STANDARD OIL COMPANY OF CALIFORNIA, a corporation, hereinafter called "Lessee,"

                              W I T N E S S E T H :

1. Lessor, for and in consideration of the sum of $10 in hand paid, and of the
royalties herein provided and of the covenants and agreements hereinafter
contained, hereby grants, demises, leases and lets unto Lessee, the land
hereinafter described with the sole and exclusive right to Lessee to drill for,
produce, extract, take and remove therefrom water, brine, steam, steam power,
minerals (other than oil), salts, chemicals, gases (other than gas associated
with oil), and other products produced or extracted by Lessee from any thereof.
Each of the foregoing is hereinafter sometimes termed "a lease product" and all
thereof are sometimes termed "the lease products." For the same consideration
Lessee is hereby granted the right to store, utilize, process, convert, and
otherwise use such lease products upon said land and to sell the same or any
part thereof off said land during the term hereof, with the right of entry
thereon at all times for said purposes, and to construct, use, maintain, erect,
repair and replace thereon, and to remove therefrom all roads, pipelines,
ditches and lanes, telephone and telegraph lines, utility installations, power
lines, poles, tanks, evaporation or settling basins, extraction or processing
plants, machinery, equipment, buildings, electric power plants, and equipment
for generation and transmission of steam power, and electric power, and for the
handling, treatment or storage of lease products, and all structures and
facilities relating thereto, which Lessee may desire to erect, construct or
install in carrying on Lessee's business and operations on or from said land and
other lands in the vicinity of said land; and Lessee shall have the further
right to erect, maintain, operate and remove a plant or plants, structures and
facilities, with all necessary appurtenances for the conversion of steam to
electric power, and for the extraction of lease products from steam, brine or
water produced from said land, and other lands in the vicinity of said land,
including all rights necessary or convenient thereto, together with rights of
way for passage over, upon and across and ingress and egress to and from said
land for any or all of the above mentioned purposes. Lessee shall also have the
right to dispose of waste brine and other waste products in a well or wells
drilled or converted for that purpose on the leased land or on other land in the
vicinity, and the right to inject water, brine, steam and gases in a well or
wells on said land or such other land for the purpose of maintaining or
restoring pressure in the productive zones beneath said land or other land in
the vicinity thereof. The said land included in this lease is situated in the
County of Imperial, State of California, and is described as follows, to wit:

                The E 1/2 of the S 1/2 of Tract No. 51, Township 16 South,
                Range 14 East, S.B.M. containing 80 acres of land more or less.

This lease shall cover all the interest in said lend now owned or hereafter
acquired by Lessor, even though greater than the undivided interest (if any)
described above. For the purpose of calculating any payments based on acreage,
Lessee, at Lessee's option, may act as if said land and its constituent parcels
contain the acreage above stated, whether they actually contain more or less.


2. Subject to the other provisions herein contained, this lease shall remain in
force for a period of ten (10) years from the date hereof, called the "primary
term," and thereafter so long as lease products, or any one or more of them, is
produced from, or Lessee is engaged in drilling, extraction, processing or
reworking operations on said land hereunder or on land pooled or unitized with
said land, as provided in Section 19 hereof, (said land, together with such
pooled or unitized land, being hereinafter sometimes called "the unit area").

3. Lessee shall pay to Lessor, on or before the last day of each calendar month,
the royalties accrued and payable for the preceding calendar month, and in
making such payments Lessee shall furnish to Lessor statements setting forth the
basis for computation of such royalty.

As royalty and rental, Lessee shall pay to Lessor 10% of the value at the well
of all lease products produced, saved and sold. As used herein, the term "value
at the well" shall mean the actual price received by Lessee for the sale of
lease products at the well. If such products are not sold by Lessee at the well
but are sold at a plant or plants on or in the vicinity of said land, then the
value at the well shall be determined by deducting from the actual price
received by Lessee for the sale of such lease products all costs and expenses
incurred by Lessee in transporting, manufacturing, processing and otherwise
handling such lease products prior to the actual sale thereof. If lease products
are not sold by Lessee at the well or at such a plant but are otherwise used by
Lessee in its chemical operations or disposed of for value, then the value of
such lease products at the well shall be determined by deducting from the price
thereof at the nearest point where the same or similar products are sold in
substantial quantities, the cost of transporting, manufacturing, processing and
otherwise handling such lease products prior to sale thereof. Lessee shall
meter, gauge or otherwise determine the volume and quality of all lease products
commingled and such metering or gauging shall furnish the basis for computing
Lessor's royalties hereunder. Lessee may use, free of royalty, steam, steam
power, electric power, and water developed from said land by Lessee, for all
operations hereunder, and Lessee shall not be required to account to Lessor for,
or pay royalty on any lease product or products reasonably lost or consumed in
operations hereunder.


4. Lessee agrees to commence drilling, extraction or processing operations on
said land or on the unit area within the period of ten (10) years from the date
hereof and to prosecute such operations with reasonable diligence until lease
products or any thereof shall have been found, extracted and processed in
quantities deemed paying quantities by Lessee, or until further operations
would, in the judgment of Lessee, be unprofitable or impracticable, or Lessee
may at any time within said primary term terminate this lease and surrender said
land; provided that, commencing with the 16th day of February, 1965, if Lessee
has not theretofore commenced any such operations on said land or on the unit
area or terminated this lease, Lessee shall pay or tender to Lessor annually, in
advance, as rental, the sum of Forty and 00/100 DOLLARS ($40.00) (each of such
annual periods being hereinafter referred to as "rental period") until
operations are commenced on said land or lands which have been pooled or
unitized therewith, pursuant to paragraph 19 hereof, or this lease terminated as
herein provided; it being understood that in the event of the surrender or
termination of this lease as to any portion or portions of the land covered
thereby, said rental shall be reduced proportionately as provided in paragraph
16 hereof. The consideration expressed in paragraph 1 hereof covers all rental
to the date last above mentioned. If Lessee shall elect not to commence
operations on said land or on the unit area during the primary term, as above
provided, this lease shall terminate.



                                       2


It is expressly understood and agreed by the parties hereto:

         a.    That if within 10 years from the date hereof Lessee has not
               completed one or more wells or a processing plant on the unit
               area or on said land, capable of producing or processing lease
               products or any thereof in quantities and quality deemed paying
               quantities by Lessee, then Lessor may, at his option, terminate
               this lease; and

         b.    That if within 15 years from the date hereof Lessee has not made
               or arranged for a sale or sales of lease products or any thereof,
               produced from or allocated to said land, then Lessor may, at his
               option, terminate this lease.

5. If at any time or times after the primary term or within three (3) months
before expiration of the primary term, all operations and all production
hereunder on said land or on the unit area shall cease for any cause other than
those for which specific provision is made herein, this lease shall not
terminate if Lessee shall commence or resume drilling, processing, extraction or
reworking operations or production within three (3) months after such cessation.

6. Lessee shall be obligated to produce only such quantity or quantities of
lease products as it may be able to market at the well or wells, plant or
plants. It is recognized that the market demand for lease products may vary from
time to time and during such periods as there is no market at the wells or plant
for any lease product or products, Lessee's obligation to produce, process and
extract such lease product or products shall be suspended.

Subject to the foregoing and except as herein otherwise provided, it is agreed
that the Lessee shall drill such wells and operate each completed well, with
reasonable diligence and in accordance with good operating practice so long as
such wells shall produce lease products in paying quantities while this lease is
in force as to the portion of said land on which such well, or wells are
situated; but in conformity with any reasonable conservation program affecting
the drilling of wells or the production of lease products from said land, which
the Lessee may either voluntarily or by order of any authorized governmental
agency adopt, subscribe to or be subject to.

7. The possession by Lessee of said land shall, be sole and exclusive excepting
only that Lessor reserves the right to occupy and use or to lease the surface of
said land for agricultural, horticultural or other surface uses, except those
granted to Lessee hereunder, which uses shall be carried on by Lessor subject
to, and with no interference with, the rights or operations of Lessee hereunder.
No well shall be drilled closer than 100 feet to any residence or barn now on
said land without written consent of Lessor. Lessee shall pay for damages caused
by Lessee's operations to houses, barns, growing crops, fences and irrigation
systems. Lessee shall have the right to drill such wells on said land as Lessee
may deem desirable for the purposes hereof and Lessee shall utilize or use only
so much of said land as is necessary or reasonably convenient for Lessee's
operations hereunder and shall interfere as little as reasonably necessary with
the use and occupancy of said land by Lessor. No default of Lessee hereunder
with respect to any well, or portion of this lease, shall impair Lessee's rights
with respect to any other well or portion of this lease.

                                       3


8. The rights of Lessor and Lessee hereunder may be assigned in whole or in
part. No present or future division of Lessor's ownership as to different
portions or parcels of said land shall operate to enlarge the obligations or
diminish the rights of Lessee, and Lessee's operations may be conducted without
regard to any such division. If all or any part of this lease is assigned, no
leasehold owner shall be liable for any act or omission of' any other leasehold
owner, and failure by one to pay rental shall not affect the rights of
others--rental being apportionable in proportion to acreage.

9. The obligations of Lessee hereunder shall be suspended (but without
impairment of Lessor's rights under (a) and (b) of paragraph 4 hereof) while
Lessee is prevented or hindered from complying therewith in part or in whole, by
strikes, lockouts, labor distrubances, acts of God, unavoidable accidents, laws,
rules, regulations or orders of any Federal, state, municipal or other
governmental agency, acts of war or conditions arising out of or attributable to
war, shortage of necessary material, equipment or labor, or restrictions in, or
limitations upon the use thereof, inability to secure or absence of a market for
the sale of lease products which can be produced or recovered in commercial
quantities from said land, delays in transportation, and also matters beyond the
control of Lessee, whether similar to the matters herein specifically enumerated
or not. This lease shall remain in full force and effect during any suspension
of Lessee's obligations under any provisions of this paragraph, and for a
reasonable time thereafter, provided that after the removal of the cause or
causes preventing or hindering the performance of such obligation, Lessee,
subject to the other provisions of this Lease, diligently commences or resumes
the performance of such obligation. Notwithstanding anything to the contrary
herein provided, if any of Lessee's obligations hereunder conflict with or
violate the provisions of any reasonable conservation program or plan of orderly
development, whether now or hereafter adopted, to which Lessee may voluntarily
subscribe, or of any conservation program or plan which is now or may hereafter
be prescribed by any order of any governmental agency, Lessee shall not be
obligated to perform such obligation.

10. If Lessee shall fail to pay any installment of royalty or rental when due
and if such default shall continue for a period of 15 days after receipt by
Lessee of written notice thereof from Lessor to Lessee, then at the option of
Lessor, this lease shall terminate as to the portion or portions thereof as to
which Lessee is in default; provided, however, that if there be a bona fide
dispute as to the amount due and all undisputed amounts are paid, said 15-day
period shall be extended until 5 days after such dispute is settled by final
court decree, arbitration or agreement.

If lessee shall be in default in the performance of any obligations under this
Lease, other than the payment of rentals or royalties, and if, for a period of
90 days after written notice is given to Lessee by Lessor of such default,
Lessee shall fail, to commence and thereafter diligently and in good faith
prosecute action to remedy such default, Lessor may terminate this Lease.

11. Lessee shall pay all taxes that may be levied against the improvements,
plant, machinery and personal property owned by Lessee and located upon any part
of said land.

12. Lessee shall also pay Lessee's share of any and all taxes assessed during
the term of this lease upon any products of Lessee's operations hereunder,
together with Lessee a share of all severance, production and license taxes or
other taxes or assessments levied or assessed on

                                       4


account of the production of lease products or any thereof on or from said land,
or on or from such portion of said land as Lessee may be holding under this
lease on the date of such tax lien.

13. Lessor agrees to pay Lessor's share of any and all taxes assessed upon any
products of Lessee's operations hereunder, together with Lessor's share of all
severance, production and license taxes or other taxes or assessments levied or
assessed on account of the production of lease products from said land, and to
pay all other taxes assessed against said land, whether the same are assessed to
Lessor or Lessee or otherwise, and Lessee is hereby authorized to pay all such
taxes and assessments on behalf of Lessor and to deduct the amount so paid from
any royalties or moneys due Lessor hereunder. "Lessee's share" and "Lessor's
share," as used above refers to Lessee's and Lessor's respective proportionate
parts of the gross proceeds from the sale of any and all lease products
produced, saved and sold from said land by Lessee or allocated to said land
under the terms of any unit or pooling plan during the preceding calendar year.

14. All royalties, rentals and other payments payable in money hereunder shall
be paid to Lessor by Lessee mailing or delivering a check therefor to Lessor at
P.O. Box 78, EL CENTRO, California or lessee may, at its option, pay any or all
royalties, rentals and other payments payable in money hereunder by mailing or
delivering a check therefor to BANK of AMERICA, N.T.& S.A., El Centro Branch at
EL CENTRO, California its successors and assigns, herein designated by lessor as
depositary, hereby granting to said depositary full power and authority on
behalf of Lessor and on behalf of the heirs, executors, administrators,
successors and assigns of Lessor, and each of them, to collect and receipt for
all sums of money due and payable from Lessee to Lessor hereunder, and to settle
all accounts and accounting of rentals, royalties and other payments payable in
money hereunder. No change in the ownership of the land or minerals covered by
this lease and no assignment of rentals or royalties shall be binding upon
Lessee or the depositary until both Lessee and the depositary have been
furnished with written evidence thereof satisfactory to them. Said depositary
above named shall continue to act as such until the owners and holders of at
least two-thirds of Lessor's estate hereunder shall in writing designate a
different depositary and notify Lessee in writing at P.O. Box 3495, San
Francisco, California 94120, of the name and address of such new depositary. The
payment of any and all rentals, royalties and other payments hereunder by Lessee
to the depositary designated herein or to any other depositary hereafter
designated by Lessor, as aforesaid, shall be a full acquittance and discharge of
Lessee of and from any and all liability to Lessor, and to the heirs, executors,
administrators, successors and assigns of Lessor, and each of them, for any part
of such rentals, royalties or other payments, and Lessee will not be responsible
at any time for the disposition or disbursement by any such depositary of all or
any part of any moneys received by it hereunder.

15. It is agreed that if Lessor owns a less interest in the sole and exclusive
rights herein granted Lessee, than the entire end undivided fee simple estate
therein, then any royalties, rentals and other payments herein provided for
shall be paid Lessor only in the proportion which Lessor's interest bears to the
whole and undivided fee. In the event Lessee's estate hereunder shall fail, for
a cause other than Lessee's default hereunder, in regard to any portion of said
land or any interest therein, such failure shall not affect or invalidate
Lessee's estate hereunder in regard to the remaining portions of said lands or
the remaining interests therein and this lease shall nevertheless continue in
full force and effect with respect to said remaining portions of said land or
remaining interests therein, and Lessee shall not be accountable to Lessor for
any payment theretofore made with respect to said portion of said land or such
interest in regard to which

                                       5


Lessee's estate hereunder has failed. If and whenever it shall be necessary so
to do in order to protect Lessee's interest under this lease, Lessee may at its
option pay and discharge at any time any mortgage or other lien now or hereafter
attaching to said land or any part thereof and in such event Lessee shall be
subrogated to all of the rights of the owner or holder of such mortgage or other
lien and Lessee may in addition thereto, at its option, apply to the discharge
of any such mortgage or other lien, or to the reimbursement to Lessee for any
amount so paid by it, any rentals, royalties or other sums accruing or payable
hereunder, to the owner of the lands to which such mortgage or other lien
attaches.

16. Lessee may at any time or times surrender this lease as to all or any
portion of said land and be relieved of all obligations thereafter accruing as
to the acreage surrendered, and thereafter the rental shall be reduced in the
same proportion that the acreage covered hereby is reduced. In the event this
lease shall be surrendered under the provisions of this paragraph, or assigned
as hereinabove provided as to any portion or portions of said land, Lessee shall
have such rights of way or easements hereunder, over, upon and across the land
as to which this lease is so surrendered or assigned as shall be necessary or
convenient for Lessee' s operations on the land retained by it and other lands
in the vicinity thereof. Upon any surrender or assignment of this lease as to
all or any portion of said land, Lessee shall be relieved of all further
obligations hereunder with respect to the lands so surrendered or assigned. Any
such surrender shall become effective upon delivery to Lessor, or to the
depositary bank herein designated, or the deposit in the United States mail,
postage prepaid, of a duly executed duplicate of an instrument of surrender
properly addressed to Lessor or to such depositary bank. Within a reasonable
time thereafter, Lessee shall record the original of such instrument of
surrender.

17. Lessee shall have the right at any time and from time to time during the
continuance hereof and within a reasonable time after the surrender or any
termination of this lease, to remove from said land all equipment, machinery,
installations, and any other property or improvements belonging to or furnished
by Lessee or Lessee's permittees.

18. All labor to be performed and material to be furnished in the operations of
Lessee hereunder shall be at the cost and expense of Lessee, and Lessor shall
not be chargeable with nor liable for any part thereof. Lessee shall protect
said land from liens arising from Lessee's operations thereon.

19. (a) Lessee is given the sole right and option by written declaration of
pooling at any time or from time to time, within twenty (20) years from the date
hereof, to combine, pool or unitize in whole or in part as to any stratum or
strata all or any part of said lands with other lands not subject to this lease
so as to create one or more reasonably compact operating units for any operating
or producing purpose. Such written declaration of pooling shall describe the
pooled lands and shall become effective when recorded in the Office of the
County Recorder in the county where the land is situated. Lessee shall give
written notice of such pooling to those Lessors whose lands are so pooled.
Lessors agree that with respect to all lease products obtained from any lands
included within any such operating unit, whether or not from lands covered by
this lease, there shall be allocated to and deemed to have been produced from
the lands covered by this lease and included in such operating unit, only that
proportion of the entire production from such operating unit that the amount of
acreage within the lands herein leased and included in such operating unit bears
to the total acreage of all of the land in such operating unit, and

                                       6


royalty payable under this lease with respect to leased land included in such
operating unit shall be computed only on that portion of such production so
allocated to such leased lands. The entire acreage so pooled or unitized shall
be treated as if it were covered by one lease and the drilling of a well or
performance of any other obligations in any part of such operating unit, whether
or not on land subject to this lease, shall fulfill Lessee's drilling and other
obligations under this lease to the same extent as if such well were drilled and
other obligations performed on land subject to this lease. No offset obligation
shall accrue under this lease as a result of any well drilled within any such
operating unit. Lessee may, at its sole option, at any time when there is no
production in such operating unit of lease products in quantities deemed paying
by Lessee terminate such operating unit by a written declaration thereof, in the
same manner in which it was created.

(b) Lessee is hereby granted the right at any time or times within the period
hereinafter provided to unitize this lease and the lands covered hereby, in
whole or in part or as to any stratum or strata, with other lands and leases and
to increase or decrease the size of any such unit. Any change in the amount of
Lessor's royalties resulting from unitization of this lease or from any increase
or decrease in the size of any such unit shall not be retroactive. In the event
of any such unitization, this lease, unless sooner terminated by Lessee, shall
continue in effect for so long as any of the lands hereby leased remain subject
to such unit. The drilling end producing operations conducted on any of the
unitized lands shall constitute full compliance with the drilling and producing
obligations of Lessee hereunder and Lessor shall be entitled to the royalties in
this lease provided, on the fractional part only, if any, of the unit production
allocated to this lease in accordance with the provisions of said unit. The
method of allocation of production from lands subject to said unit shall be set
forth therein and may be based upon the surface acreage or the estimated
volumetric content of recoverable lease products, or any weighing of either or
both thereof, of lands within such unit or within the estimated productive
limits of such unit, or such allocation may be made upon any other basis
approved by State or Federal authorities having jurisdiction thereof. The
provisions of this paragraph authorizing the establishment and enlargement or
contraction of such unit and change of the ratio of participation thereunder
shall not extend beyond the period of twenty (20) years from the date of this
lease; provided, however, that if such unit is established before the expiration
of said twenty-year period, such unit may continue in effect beyond said
twenty-year period. Any such unit may be established, enlarged, or diminished,
and, in the absence of production therefrom, may be dissolved by Lessee's filing
for record an instrument so declaring. A copy of such instrument shall be
delivered to Lessor or to the depositary.

20. Whenever used herein, the expression "drilling operations" shall, mean, for
all purposes hereof, any work or actual operations undertaken or commenced for
the purpose of drilling of a well, including without limiting the generality
hereof, the preparation of the ground therefor, the building of roads and other
facilities therefor, the construction of a derrick and other necessary
structures for the drilling of a well followed by the actual operation of
drilling in the ground. Any such work or operations preliminary to the drilling
in the ground may be undertaken in any order Lessee shall see fit. All such work
and operations shall be prosecuted with reasonable diligence.

21. This agreement may be executed in any number of counterparts with the same
force and effect as if all parties signed the same document.

                                       7


22. This lease shall be binding upon all who execute it, whether or not they are
named in the granting clause hereof and whether or not all parties named in the
granting clause execute this lease. All the provisions of this lease shall inure
to the benefit of and be binding upon the heirs, executors, administrators,
successors and assigns of Lessor and Lessee.

IN WITNESS WHEREOF, the parties hereto have executed this agreement.

STANDARD OIL COMPANY OF CALIFORNIA

By: /s/ Indecipherable                      /s/ John D. Jackson
    ------------------------------          ---------------------------------
           Contract Agent                   JOHN D. JACKSON, Conservator for the
By: /s/ Indecipherable                      Estate of APHIA JACKSON WALLAN
    ------------------------------          --------------------------------
           Assistant Secretary

__________________________________          _________________________________
             LESSEE                                  LESSOR



                                            WITNESS TO THE ABOVE SIGNATURE(S)

                                            /s/ Indecipherable
                                            --------------------------------


                                       8



                          AMENDMENT OF LEASE AGREEMENT

                  THIS AGREEMENT, made this 9th of July, 1973, between the party
or parties whose names are subscribed hereto under the designation of "Lessor",
hereinafter called "Lessor" (whether one or more), and STANDARD OIL COMPANY OF
CALIFORNIA, a corporation, hereinafter called "Lessee",

                              W I T N E S S E T H :

                  THAT, REFERENCE IS HEREBY HAD to that certain Lease Agreement
dated February 16, 1964 (such lease being of record in the Office of the County
Recorder of Imperial County, California, in Book 1193, at Page 106 et seq., of
Official Records), whereby Lessor did grant, let and lease unto Lessee for the
purposes therein described certain lands situate in said County and State
particularly described in such lease, such lease being hereinafter referred to
as "said lease";

                  AND, WHEREAS, Lessor and Lessee have agreed to amend said
lease in the particulars hereinafter set forth:

                  NOW, THEREFORE, in consideration of the sum of ONE DOLLAR
($1.00) and other valuable consideration paid to Lessor by Lessee, receipt of
which is hereby acknowledged, Lessor and Lessee agree as follows:

                  1.     That part of the first sentence of Section 2 of said
lease which now reads as follows:

                          ".... this lease shall remain in force for a period of
                  ten (10) years from the date hereof, called the 'primary term'
                  , ...."

shall be and hereby is amended to read as follows:

                          ".... this lease shall remain in force for a period of
                  twenty (20) years from the date hereof, called the 'primary
                  term' , ...."

                  2.     That part of the first sentence of Section 4 of said
lease which now reads as follows:

                          "4. Lessee agrees to commence drilling, extraction or
                  processing operations on said land or on the unit area within
                  the period of ten (10) years from the date hereof...."

shall be and hereby is amended to read as follows:

                          "4. Lessee agrees to commence drilling, extraction or
                  processing operations on said land or on the unit area within
                  the period of twenty (20) years from the date hereof...."



                  3. Effective with the rental period that begins in 1974, that
part of the first sentence of Section 4 of said lease which now reads as
follows:

                          "...., the sum of Forty and 00/100 DOLLARS ($40.00).."

shall be and hereby is amended to read as follows:

                          "...., the sum of Twelve Hundred and No/100 DOLLARS
                          ($1,200.00)...."

                  4.  That part of Section 4a. of said lease which now reads as
          follows:

                          "a.  That if within 10 years...."

shall be and hereby is amended to read as follows:

                          "a.  That if within 20 years...."

                  5. That part of Section 4b. of said lease which now reads as
          follows:

                          "b.  That if within 15 years...."

shall be and hereby is amended to read as follows:

                          "b.  That if within 25 years...."

                  6. To implement the foregoing, Lessor does hereby grant,
demise, lease and let unto Lessee all those certain lands particularly described
in said lease for the term and purposes and subject to all of the other
provisions of said lease as hereby amended. Lessor agrees that said lease as
hereby amended is in good standing and in full force and effect. Lessor
acknowledges receipt of rental in full under said lease to February 16, 1975.

                  7.     This agreement shall bind and inure to the benefit of
the respective heirs, executors, administrators, successors, and assigns of the
parties hereto;

                  IN WITNESS WHEREOF, this agreement has been executed as of the
day and year first herein written.

               LESSEE                                 LESSOR

STANDARD OIL COMPANY OF CALIFORNIA

By: /s/ Indecipherable                      /s/ John D. Jackson
   -------------------------------          --------------------------------
         Contract Agent                     JOHN D. JACKSON, Conservator for the
By: /s/ Indecipherable                      Estate of APHIA JACKSON WALLAN
   -------------------------------          --------------------------------
         Assistant Secretary







STATE OF CALIFORNIA               )
                                    ss.:
City and County of San Francisco  )

                  On September 24, 1973, before me, Edmond Lee Kelly, a Notary
Public in and for said City and County and State, residing therein, duly
commissioned and sworn, personally appeared A. T. SMITH and J. D. FROGGATF known
to me to be CONTRACT AGENT and ASSISTANT SECRETARY, respectively, of STANDARD
OIL COMPANY OF CALIFORNIA the Corporation described in and that executed the
within instrument, and also known to me to be the persons who executed it on
behalf of the said Corporation therein named, and they acknowledged to me that
such Corporation executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official Seal, at
my offices in the City and County and State aforesaid the day and year in this
certificate above written.

                                    /s/ Edmond Lee Kelly
                                    --------------------------------------------
                                    Notary Public in and for said City and
                                    County of San Francisco, State of California











                          AMENDMENT OF LEASE AGREEMENT

                  THIS AGREEMENT, made this 1st day of October, 1979, between
the party or parties whose names are subscribed hereto under the designation of
"Lessor", hereinafter called "Lessor" (whether one or more), and CHEVRON U.S.A.
INC. successor in interest to STANDARD OIL COMPANY OF CALIFORNIA, a corporation,
hereinafter called "Lessee",

                              W I T N E S S E T H :

                  THAT, REFERENCE IS HEREBY HAD to certain Lease Agreement dated
February 16, 1964 (such lease being of record in the Office of the County
Recorder of Imperial County, California, in Book 1193, at Page 106, et seq., of
Official Records), whereby Lessor did grant, let and lease unto Lessee for the
purposes therein described certain lands situate in said County and State
particularly described in such lease; such lease being hereinafter referred to
as "said lease";

                  AND, WHEREAS, by amendment of lease agreement dated July 9,
1973, a short form of which was recorded in B-1354, P-385, et seq. of official
records of Imperial County, California, said lease was amended;

                  AND, WHEREAS, Lessor and Lessee have agreed to further amend
said lease in the particulars hereinafter set forth:

                  NOW, THEREFORE, in consideration of the sum of ONE DOLLAR
($1.00) and other valuable consideration paid to Lessor by Lessee, receipt of
which is hereby acknowledged, Lessor and Lessee agree as follows:

                  1. Effective with the rental period that begins in 1980, that
part of the first sentence of Section 4 of said lease which now reads as
follows:

                           "...., the sum of Twelve Hundred and No/100 DOLLARS
                           ($1,200.00)...."

shall be and hereby is amended to read as follows:

                           "...., the sum of Two Thousand and No/100 DOLLARS
                           ($2,000.00)...."

                  2. To implement the foregoing, Lessor does hereby grant,
demise, lease and let unto Lessee all those certain lands particularly described
in said lease for the term and purposes and subject to all of the other
provisions of said lease as hereby amended. Lessor agrees that said lease as
hereby amended is in good standing and in full force and effect. Lessor
acknowledges receipt of rental in full under said lease to February 16, 1980.

                  3.     This agreement shall bind and inure to the benefit of
the respective heirs, executors, administrators, successors, and assigns of the
parties hereto.




IN WITNESS WHEREOF, this agreement has been executed as of the day and year
first herein written.

           LESSEE                                     LESSOR

CHEVRON U.S.A. INC.

By: /s/ J. Turner                           /s/ John D. Jackson
   -----------------------------------      ------------------------------------
       Its Attorney-in-Fact                 JOHN D. JACKSON, Conservator for the
                                            Estate of Aphia Jackson Wallan