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     On February 26, 1993, Mr. Jackson loaned $1,250,000 to Cimarron, which used
the funds to purchase interests in a gathering system and processing plant in
Oklahoma. The loan, which was evidenced by a note bearing interest at the prime
rate, was repaid on May 26, 1993. The Company believes that the terms of the
loan were at least as favorable as those that could be obtained from an arm's
length lender.

     The Company has agreed to allow Jack T. Trotter, one of its directors, the
use of its corporate aircraft under an arrangement which provides the Company
with full recovery of the expense associated with such use, including all direct
and indirect costs. These expenses are billed to Mr. Trotter on a quarterly
basis. In October 1993 the invoice for these expenses for the previous quarter
was approximately $79,000, which was subsequently paid by Mr. Trotter.

                   REPORT OF THE COMPENSATION COMMITTEE

     The Compensation Committee (the "Committee") is responsible for the
approval and administration of compensation programs for the Company's executive
officers. The Committee endeavors to ensure that the compensation programs for
its executive officers are effective in attracting and retaining key executives
responsible for the success of the Company and are administered in an
appropriate fashion in the long-term best interest of the Company and its
stockholders. The Committee seeks to align total compensation for its executive
officers with the performance of the Company and the individual performance of
each executive officer in assisting the Company in accomplishing its goals. The
Company's present compensation program consists of (1) an annual component,
which includes base salary and an annual incentive bonus, and (2) a long-term
component consisting of stock options.

Base Salary

     The Committee's policy with respect to 1993 base salaries for executive
officers was generally to keep them at the same levels as had been in effect for
1992. This decision was based on the Committee's subjective determination, based
on recommendations from the Chief Executive Officer, that the base salary rates
were at an appropriate level in light of compensation surveys in which the
Company participated and the expectation that executive compensation policies
would be reviewed on a comprehensive basis at a later date. The Committee's
determination not to change base salary levels also applied to the Chief
Executive Officer, whose base salary has been at its current level since 1985.

     In February 1994, the Committee began to study its executive compensation
policies with assistance from an outside compensation consulting firm. Base
salaries for all executive officers will remain at 1993 levels pending
completion of this study.

Annual Incentive Bonus

     In February 1993, the Committee determined to discontinue its prior annual
incentive plan and stated that 1993 bonuses would be determined on a
discretionary basis at the end of the year. The Chief Executive Officer's 1993
bonus amount of $175,000 was determined based on the Committee's subjective
assessment of his performance in helping the Company achieve the goals set forth
in the Company's strategic plan. These goals included the refinancing of the
Company's senior debt, the realization by the Company of the appreciation of a
significant portion of its

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