EXHIBIT 3.04
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                   AMENDING AGREEMENT DATED MAY 31, 1999




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                             AMENDING AGREEMENT
                           ----------------------
                      Dated this 31st day of May, 1999

Between:

          STARROCK RESOURCES L TD., a body corporate having an office
          in the City of Calgary, in the Province of Alberta (hereinafter
          called "Vendor")

                                  - and -

          PROMAX ENERGY INC., a body corporate having an office in the City
          of Calgary, in the Province of Alberta (hereinafter called"
          Purchaser" )

     WHEREAS.

A.   Vendor and Purchaser entered into an Agreement of Purchase and Sale
dated March 19, 1999 (the "Agreement");

B.   Pursuant to clause 2.05 of the Agreement, Vendor granted to Purchaser
five (5) options to acquire additional interests in the Assets by paying an
Annual Option Interest Purchase Price;

C.   The Parties have agreed to amend clause 2.05 to allow Purchaser to
exercise the first and second annual options by issuing common shares in
Purchaser or by paying a portion of the Annual Option Interest Purchase
Price and issuing the balance of the Annual Option Interest Purchase Price
in the common shares of Purchaser.

NOW THEREFORE in consideration of the sum of Ten ($10.00) Dollars and other
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:

1.   All capitalized terms shall have the meaning given to them in the
     Agreement.

2.   The Parties agree to add the following as clause 2.05(b) to the
     Agreement, namely:

     "2.05 (b)  When exercising the first or second option granted pursuant
                to clause 2.05(a) hereof, the  Purchaser, rather than
                paying the Annual Option Interest Purchase Price may
                exercise such option by electing to:


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     (i)  issue common shares to the Vendor at the Regulatory Approved
          Price equal to the Annual Option Interest Purchase Price; or

     (ii) pay a portion of the Annual Option Interest Purchase Price and
          issue common shares to the Vendor at the Regulatory Approved
          Price for the balance of the Annual Option Interest Purchase
          Plan.

          For the purposes of this clause, " Regulatory Approved Price" in
          respect of a common share of Vendor shall mean the established market
          price as per regulatory guideline less any discounts allowed by the
          Vancouver Stock Exchange (or any other Canadian or United States stock
          exchange on which the shares shall then be listed if the shares shall
          not then be listed on the Vancouver Stock Exchange)."

3.        If the shares are not listed upon a stock exchange in Canada or the
          United States the election described in Item 2 above will not be
          available to the Purchaser.

4.        All other terms and conditions in the Agreement are hereby ratified
          and confirmed.


IN WITNESS WHEREOF the Parties have executed this Agreement as of the date
first above written.

STARROCK RESOURECS LTD.              PROMAX ENERGY INC.

Per. /S/ Al Langard                  Per: /S/ Barclay Hambrook
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                                     Per: /S/ Robert Card
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