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  4.3  Condition and Fitness of Assets.   Except as provided in Sections 4.1 and
4.2 of this Agreement, SELLER CONVEYS THE ASSETS WITHOUT ANY EXPRESS, STATUTORY,
IMPLIED, COMMON LAW OR OTHER WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING
WARRANTIES RELATING TO (i) THE  CONDITION OR MERCHANTABILITY OF THE ASSETS, OR
(ii) THE FITNESS OF THE ASSETS FOR A PARTICULAR PURPOSE.  BUYERS ACCEPT THE
ASSETS AS IS, WHERE IS, AND WITH ALL FAULTS.

  4.4  Subrogation of Warranties.  Seller will give and grant to each Buyer, its
successors and assigns, as to the Assets received by each, full power and right
of substitution and subrogation in and to all covenants and warranties
(including warranties of title) by preceding owners, vendors, or others, given
or made with respect to the Assets or any part thereof prior to the Effective
Date of this Agreement, to the extent such covenants and warranties are provided
for in the Contracts and such Contracts have been properly assigned to such
Buyer.  Each Buyer will promptly reimburse Seller for any reasonably incurred
third party costs or expenses (including, without limitation, attorneys' fees)
of Seller in the event that such Buyer requests Seller to enforce such
substitution or subrogation on behalf of such Buyer.

  4.5  Representations and Warranties Exclusive.  All representations and
warranties contained in this Agreement (including without limitation those in
Articles 3 and 4 of this Agreement) are exclusive, and are given in lieu of all
other representations and warranties, express or implied.

  4.6  WAIVER OF DTPA ACTS.  EACH BUYER HEREBY IRREVOCABLY WAIVES ANY RIGHTS AND
REMEDIES UNDER THE DECEPTIVE TRADE PRACTICE ACT OF OKLAHOMA AND THE DECEPTIVE
TRADE PRACTICES ACT OF TEXAS.

  4.7  Other Restrictions.  It is understood by the parties that the Seller's
interest in the Assets to be transferred to Buyers is, in the cases of certain
Assets, a fractional undivided interest, that Seller is not operator of all of
the plants and gathering systems to which the Assets relate, and that the
acquisition of certain of such interests is expressly subject to certain rights
of first refusal agreements that permit third parties in certain cases to
exercise an option to purchase certain of the Assets on the same terms as
offered to Buyers.

                   ARTICLE 5.  DUE DILIGENCE PRIOR TO CLOSING

  5.1  Records Review.  To allow Buyers to confirm Seller's title and conduct
other due diligence with respect to the Assets, Seller shall give Buyers, and
Buyers' authorized representatives, at mutually agreeable times before Closing,
access to all contract, land and lease, and operational records, to the extent
such data and records are in Seller's

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