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Conoco, 600 N. Dairy Ashford,  Houston, Texas, unless the parties agree in
writing to another time or location.  If all of the conditions to Closing set
forth in Section 6.2 have not been fulfilled prior to April 1, 1996, then the
Closing shall take place at 10:00 a.m. on such date which is two business days
after the date on which such conditions are fulfilled, or on such date as the
parties shall agree.  Either party may terminate this Agreement if Closing does
not occur by June 30, 1996, unless (i) the parties agree in writing to extend
the Closing Date, (ii) some provision of this Agreement expressly provides for
automatic extension of the Closing Date past June 30, 1996, or (iii) the failure
to complete Closing by June 30, 1996 (or any other Closing Date on which the
parties agree) is the result of a party's breach of its obligations under this
Agreement, in which case only the non-breaching party will have the right to
terminate this Agreement.  Any termination of this Agreement by a non-breaching
party due to another party's breach of its obligations under this Agreement will
not be an election of remedies, and the non-breaching party will be entitled to
seek all damages and remedies to which the non-breaching party may be entitled.
It is intended that Closing of the sale of Assets to both Buyers will occur at
the same time.  IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT THE OBLIGATIONS OF
CONOCO AND ENOGEX UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLOSING,
ARE SEVERAL AND NOT JOINT.

 6.2 Conditions to Closing.

      6.2.1 Buyers' General Closing Conditions.  Neither Buyer is obligated to
close the transaction described in this Agreement, and will have the right to
terminate this Agreement as to that portion of the Assets to be transferred to
such Buyer, unless each of the following closing conditions is satisfied, any
one or more of which the affected Buyer may waive in whole or part:

            (i)  Seller's Representations and Warranties. As of the Closing
                 Date, all representations and warranties of Seller are true and
                 correct and are not misleading in any material respect.

           (ii)  Performance of Seller's Obligations. Seller has performed all
                 material obligations Seller is required to perform under this
                 Agreement on or before the Closing Date.

          (iii)  Compliance with Law and Agreements. As of the Closing Date, (a)
                 Seller is in material compliance with all applicable laws,
                 rules, and regulations of federal, state and local authorities
                 in connection with Seller's ownership and operation of the
                 Assets the Seller is transferring to such Buyer; and (b) Seller
                 is in material compliance with all of its obligations under the
                 Contracts, Permits, Right-of-Way agreements and any other
                 permits, contracts and agreements relating to the Assets such

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