1. Offer to Acquire.Subject to the terms and conditions set forth below, CMGN hereby submits its offer to purchase (the Offer), at a price of US$1,000,000.00 (one million 00/100 dollars, legal tender of the United States of America) (the Purchase Price), directly or through any of its affiliates or designees (the Purchase Transaction) all, but not less than all, of the shares (the Target Shares) issued by Fermaca LNG de Cancun, S.A. de C.V., and Fermaca Gas de Cancun, S.A. de C.V. (collectively the Companies) owned byGulf.

1.

Offer to Acquire.  Subject to the terms and conditions set forth below, CMGN hereby submits its offer to purchase (the ”Offer”), at a price of US$1,000,000.00 (one million 00/100 dollars, legal tender of the United States of America) (the “Purchase Price”), directly or through any of its affiliates or designees (the “Purchase Transaction”) all, but not less than all, of the shares (the “Target Shares”) issued by Fermaca LNG de Cancun, S.A. de C.V., and Fermaca Gas de Cancun, S.A. de C.V. (collectively the “Companies”) owned by Gulf.

2.

Extent of the Offer.

(a)

This Offer shall become effective on the date hereof and shall continue to be valid and effective for a term of fifteen calendar days counted from the date hereof (the“Offer Effective Period”).

(b)

Should Gulf inform in writing to CMGN the acceptance of the Offer within the Offer Effective Period, the parties shall close the Purchase Transaction within a term not exceeding 30 (thirty) calendar days counted from the date in which CMGN receives the written acceptance of the Offer by Gulf.  If within the Offer Effective Period (i) CMGN does not receive in writing the acceptance of the Offer by Gulf; or (ii) CMGN receives a notice in writing from Gulf informing of its rejection to the Offer; the Offer shall cease to be effective and the terms and conditions of this letter shall terminate immediately.

(c)

Should the Offer be accepted as provided above, the transfer of the Target Shares shall take place at closing of the Purchase Transaction and Gulf shall take all required actions and execute all relevant documents and agreements (including the endorsement if property and delivery of the originals of the certificates evidencing the Target Shares) to effectively and timely transfer the Target Shares to CMGN of any of its affiliates or designees, free from all liens,  collateral and encumbrances and security interests.  At closing of the Purchase Transaction, the parties shall enter into all documents and agreements to achieve closing of the Purchase Transaction as described herein, including the signature of the relevant agreements and documents in order to terminate the Joint Venture Agreement entered into by and between CMGN and Gulf on July 15, 2007 and all other agreements entered into by the parties, if any, and the parties will fully release each other from any liability under such agreements.  Notwithstanding the above, the Parties agree that the closing of the Purchase Transaction is subject to (i) negotiation of mutually acceptable definitive documents; and (ii) shareholder approval of Gulf and CMGN.  Should the closing of the Purchase Transaction not occur due to the failure to meet the above conditions, this Offer shall terminate with no damages or liabilities to either Party.

(d)

The Purchase Price shall be paid in 6 (six) different installments.  The first and last of such installments shall be equal to $200,000.00 (two hundred thousand 00/100 dollars, legal tender of the United States of America).  The other four installments shall be equal to $150,000.00 (one hundred and fifty thousand 00/100 dollars, legal tender of the United States of America), each, as follows:

(i)

The first installment shall be paid in the date of closing of the Purchase Transaction;

(ii)

The second installment shall be paid not later than three calendar months counted from the date of closing of the Purchase Transaction;

(iii)

The third installment shall be paid not later than six calendar months counted from the date of closing of the Purchase Transaction;

(iv)

The fourth installment shall be paid not later than nine calendar months counted from the date of closing of the Purchase Transaction;

(v)

The fifth installment shall be paid not later than twelve calendar months counted from the date of closing of the Purchase Transaction; and

(vi)

The sixth installment shall be paid not later than fifteen calendar months counted from the date of closing of the Purchase Transaction.

Sincerely,

Cia. Mexicana de Gas Natural, S.A. de C.V.

By: /S/ FERNANDO CALVILLO ALVAREZ

Name: Fernando Calvillo Alvarez

Title:  Attorney-in-fact