FIRST AMENDMENT TO AMERICOMM CHEYENNE RIVER PROSPECT AGREEMENT This Agreement (Amendment), made and entered into this 9th day of April, 1998, amends the Americomm Cheyenne River Prospect Agreement entered into March 4, 1998, by and between Fred S....

                     FIRST AMENDMENT TO AMERICOMM

                   CHEYENNE RIVER PROSPECT AGREEMENT


This Agreement (Amendment), made and entered into this 9th day
of April, 1998, amends the Americomm Cheyenne River Prospect
Agreement entered into March 4, 1998, by and between Xxxx X.
Xxxxxx, Xxxxxxx X. Xxxx, A. R. Xxxxxx and Xxxxxx X. Xxxxxxxx, First
Parties, (JBB&T) and Americomm Resources Corporation, a Delaware
Corporation, Second Party (Americomm) (Agreement);

WITNESSETH:

WHEREAS, since the Agreement was entered into, certain changes
of circumstance have occurred which necessitate modification of the
Agreement;

NOW THEREFORE, the parties agree, in consideration of their
past performance of the Agreement, as follows:

In paragraph 2 of the Agreement, the Entire Prospect is deemed
an AMI and is outlined on Exhibit B to the Agreement.  The parties
have agreed to enlarge the Entire Prospect by the inclusion of
additional acreage, as shown on Exhibit A to this amendment and
the parties agree that the Entire Prospect and the Area of Mutual
Interest (AMI) shall be enlarged to include all land covered by
Exhibit A to this Amendment; provided, however, that, because
United Utilities Corporation has elected to retain the acreage
which it owns within the United Block, the AMI established by this
Agreement shall be subject to the prior AMI covering the United
Block.  Any acreage acquired by any party to this Amendment within
the United Block shall first be offered to United Utilities
Corporation.  If United Utilities Corporation elects not to acquire
such tendered acreage, then such acreage shall be subject to the
AMI established by this Amendment and shall be offered to Americomm
in accordance with paragraph 2 of the Agreement.  Nothing herein
shall have any application after the expiration of the respective
AMI's.

IN WITNESS WHEREOF, the parties have hereunto set their hands
the day and year first above written.


AMERICOMM RESOURCES CORPORATION



Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President

Xxxx X. Xxxxxx

Xxxxxxx X. Xxxx, individually and
as Trustee for Americomm Resources
Corporation

A. R. Xxxxxx

Xxxxxx X. Xxxxxxxx