This GUARANTEE dated as of _____________, 20__ is made by ___________________, a ___________ corporation ("Guarantor"), for the benefit of North Baja Pipeline, a California corporation ("NORTH BAJA PIPELINE").

WHEREAS, NORTH BAJA PIPELINE and _________________, a __________ corporation ("Shipper") and a subsidiary of Guarantor, have entered or expect to enter into one or more Gas Transportation Agreements and/or an Authorized Imbalance Service Agreement (collectively, the "Agreements") providing for the transportation of natural gas and/or hub services on NORTH BAJA PIPELINE's facilities.

NOW, THEREFORE, as an inducement to NORTH BAJA PIPELINE to enter into the Agreements with Shipper and to transport gas for Shipper, Guarantor agrees as follows:

1. Guarantee. Guarantor unconditionally guarantees to NORTH BAJA PIPELINE the prompt and complete payment and performance when due, by acceleration or otherwise, of all amounts payable by and all covenants and obligations of Shipper under the Agreements and any amendments thereto (collectively, the "Obligations"). This is a guarantee of payment and not of collection. If Shipper fails to pay or perform any Obligation for any reason, Guarantor will pay or cause to be performed such Obligation directly for NORTH BAJA PIPELINE's benefit promptly upon NORTH BAJA PIPELINE's demand therefor and without NORTH BAJA PIPELINE having to make prior demand on Shipper. All payments hereunder shall be made without setoff or counterclaim except to the extent of any defenses to payment which Shipper may have under the Agreements. Guarantor acknowledges that because the Agreements involve the continued extension of credit to Shipper by NORTH BAJA PIPELINE, this Guarantee is irrevocable without the consent of NORTH BAJA PIPELINE.

2. Guarantor's Obligations. Guarantor's obligations under this Guarantee are absolute and unconditional, shall remain in force until all Obligations have been paid or performed, and shall not be released or discharged for any reason whatsoever, including without limitation: (i) NORTH BAJA PIPELINE waiver of Shipper's performance of any Obligation or Shipper's default under the Agreements; (ii) the extension of time for payment or performance of any Obligation or the amendment, extension or renewal of the Agreements or any Obligation; (iii) any delay or failure by NORTH BAJA PIPELINE to enforce or exercise any right or remedy under the Agreements, or waiver by NORTH BAJA PIPELINE of any such right or remedy; (iv) any transfer, assignment or mortgaging by Shipper or NORTH BAJA PIPELINE of any interest in the Agreements or this Guarantee; (v) the release or discharge of Shipper from the performance or observance of any Obligation by operation of law or otherwise; (vi) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets and liabilities, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, or other similar proceeding affecting Shipper, or the disaffirmance of the Agreements in any such proceeding; (vii) any merger, consolidation or other reorganization to which Shipper, Guarantor or any related entity is a party, or any direct or indirect sale or disposition of Guarantor's or Shipper's assets or Guarantor's direct or indirect ownership interest in Shipper; or (viii) the release, acceptance or disposal of any collateral by NORTH BAJA PIPELINE for any of the Obligations. Guarantor is aware of and consents to the terms of the Agreements and agrees that the Agreements may be amended by NORTH BAJA PIPELINE and Shipper without notice to or consent of Guarantor and that Guarantor's obligations hereunder shall continue in force with respect to the Agreements as so amended.

3. Waivers by Guarantor. Guarantor waives notice of the acceptance of this Guarantee, demand or presentment for payment to Shipper or the making of any protest, notice of the amount of the Obligations outstanding at any time, notice of nonpayment or failure to perform on the part of the Shipper, notice of any amendment, modification or waiver of or under the Agreements, and all other notices or demands not specifically required hereunder. NORTH BAJA PIPELINE shall not be required to make demand on or file suit against Shipper or any other party for any Obligation to attempt to collect any Obligation from Shipper or any other party, to foreclose against any security now or hereafter existing for the Obligations, or to exercise or exhaust any other right or remedy to which NORTH BAJA PIPELINE may be entitled prior to enforcing this Guarantee. Guarantor waives any rights under California Civil Code Sections 2848 and 2849 or otherwise to succeed to or enforce any rights which NORTH BAJA PIPELINE may have with respect to Shipper or to any collateral which NORTH BAJA PIPELINE may have to secure performance of the Obligations. Until all Obligations shall have been paid and performed in full, Guarantor shall not claim or enforce any right of subrogation, reimbursement, indemnity or any similar right against Shipper on account of any payment or action by Guarantor under this Guarantee. Guarantor waives all defenses based on any loss or deferral of such rights. Guarantor also acknowledges that it is able to and will keep itself fully informed of Shipper's financial condition and w aives any obligation of NORTH BAJA PIPELINE to inform Guarantor of any matter relating thereto.

4. Representations and Warranties. Guarantor hereby represents and warrants that (i) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) the execution, delivery and performance by Guarantor of this Guarantee are within its corporate powers, have been duly authorized by all necessary corporate action and do not violate Guarantor's charter or by-laws or any law, order or contractual restriction binding on Guarantor, (iii) no consents of or filings with any governmental authority or any other person are required for the execution, delivery, performance or enforceability of this Guarantee, except those which have been duly obtained or made, and (iv) this Guarantee has been duly authorized, executed and delivered by Guarantor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting enforcement of creditors' rights in general and general principles of equity).

5. Miscellaneous. No provision of this Guarantee may be amended or waived except by a written instrument executed by Guarantor and NORTH BAJA PIPELINE. This Guarantee shall bind and benefit the successors and assigns of Guarantor and NORTH BAJA PIPELINE, but Guarantor may not assign its obligations hereunder without the prior written consent of NORTH BAJA PIPELINE. This Guarantee shall not be deemed to benefit any person except NORTH BAJA PIPELINE and its successors and assigns (including any holder of a collateral security interest in NORTH BAJA PIPELINE's rights under this Guarantee). Guarantor shall be liable for all reasonable legal fees and other costs and expenses incurred by NORTH BAJA PIPELINE in enforcing this Guarantee. This Guarantee shall be governed by the laws of the State of California.

IN WITNESS WHEREOF, Guarantor has executed this Guarantee as of the date first above written.

__________________________________________
Guarantor

By:_______________________________________
Name: _____________________________________
Title:______________________________________

Address:
__________________________________________
__________________________________________
Attn:______________________________________
Telephone: ( ) ____-______
Telephone: ( ) ____-______

For additional information, contact Ken Nichols.