CONFIDENTIAL TREATMENT

Exhibit 10.17

CONFIDENTIAL TREATMENT

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Air Products and Chemicals, Inc.

7201 Hamilton Boulevard

Allentown, PA 18195-1501

Telephone (610) 481-4911

Amendment No. 1

This Amendment Number 1 (the “Amendment”) is made as of the 30th day of January 2004 by and between Air Products and Chemicals, Inc. (“Buyer”), and Keyes Helium Company, LLC (“Seller”).

Whereas, Buyer and Seller are parties to that Contract for Sale and Purchase of Liquid Helium as Amended and Restated dated as of 1 January 1999 (the “Original Contract”), under which Seller is obligated to sell to Buyer, and Buyer is obligated to purchase from Seller, all liquid helium processed at Seller’s Facility (as defined in the Original Contract) (capitalized terms used in this letter agreement but not defined herein shall have the meanings given them in the Original Contract); and

Whereas, Seller is currently contemplating upgrades and repairs to Seller’s Facility, which repairs and upgrades, if undertaken, would be provided by Buyer under a separate contract for the compensation rates stated therein; and

Whereas, the parties now desire to make certain amendment to the Original Contract to provide for the sale of crude helium by Seller to Buyer, to amend the price re-openers, to facilitate payments for said repairs and upgrades to Seller’s Facility, and make certain other changes.

Now Therefore, in consideration of the mutual promises of the parties set forth below and for other for good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller, intending to be legally bound, hereby agree as follows:

1. Amendments to Original Agreement. The Original Agreement is hereby amended as follows:

(a) Article 1 is hereby amended to add the following definitions are added in the correct alphabetical location:

“Capacity Limitation Crude” means crude helium owned by Seller

in excess of that, which can be refined at Seller’s Facility as set forth in the

Original Agreement Article 2.3 as the capacity limitation.

“Facility Services Agreement” means the contract entered into by Seller and Buyer under which Buyer, during calendar year 2004, provides various upgrade and upgrade parts and services for Seller’s Facility for a fee.

“Facility Services Fee” means the total amount payable by Seller to Buyer under the Facility Services Agreement, whether for fees, expenses or otherwise.

“Keyes Crude” means, collectively, the Capacity Limitation Crude and the Outage Crude and Shutdown Crude, if any.

“Outage Crude” means crude helium owned by Seller that would typically be refined at Seller’s Facility pursuant to Article 2 but cannot be due to Seller’s Facility’s undergoing upgrades and repairs, including the Upgrades.

“Reimbursement Period” means the period of time in which Seller is required to reimburse Buyer for the Facility Service Fee, as set forth in Section 5.8.

“Shutdown Crude” is defined in Section 4.3.1.

“Upgrades” meaning the improvements and repairs that are to be made to Seller’s Facility in calendar year 2004 under separate contract between Seller, as purchaser, and Buyer, as provider, of the upgrade and repair services.”

Article:

“4.3 Crude Helium Sales. Keyes hereby agrees to sell to APCI, and APCI hereby agrees to purchase from Keyes, for the applicable Crude Helium Price set forth in Section 5.7, all Outage Crude and all Capacity Limitation Crude. All Outage Crude sold hereunder shall constitute “Sales Volumes” for purposes hereof. All deliveries of Keyes Crude shall be FOB the BLM System or if the BLM System is unavailable, into Buyer’s tube trailer at Seller’s Facility. Seller will provide Buyer, through the BLM System, 1.02 units of Crude H