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      2.3.2 Payment of Undisputed Adjustments. Seller and Buyers will pay each
other the undisputed adjustments to the Cash Consideration contained in each
final settlement statement within 10 days after the expiration of Buyer's 30-day
review period for the final settlement statement. Seller and Buyers by agreement
may offset any amounts they owe each other pursuant to the final settlement
statements, so that only one payment from each Buyer with respect to all of the
Assets conveyed to that Buyer is required.

      2.3.3 Resolution of Disputed Adjustments. If Seller and either Buyer are
unable, within 10 business days after the expiration of such Buyer's initial 30-
day review period for each final settlement statement, to resolve any disputed
items pertaining to that final settlement statement, the Seller and the affected
Buyer agree to promptly, and in no event later than 10 business days after such
10 business day period, and jointly retain an independent accounting firm to
evaluate the items in dispute as between such parties and render an opinion on
their validity, with each such affected party paying one-half of the charges of
the independent accounting firm. The determination of the accounting firm will
be final and binding on the parties. Upon determination of such item by the
independent accounting firm, the owing party shall pay the full amount
determined by the independent accounting firm to be due within 10 business days
after receiving written notice of the independent accounting firm's decision.

      2.3.4   Further Revenues and Expenses.  After the completion of the post-
Closing adjustments under this Section 2.3, (i) if any party receives revenues
that belong to another party under this Agreement, the party receiving the
revenues agrees to promptly remit those revenues to the other party, or (ii) if
any party pays expenses that are the responsibility of another party under this
Agreement, the party on whose behalf the expenses were paid agrees to promptly
reimburse the other party for the expenses paid on its behalf upon receiving
satisfactory evidence of such payment.  However, no party will be obligated to
reimburse another party for any expense in excess of $5,000 unless it has been
consulted about that expense prior to payment.

  2.4  Payment Method.  Unless the parties otherwise agree in writing, all
payments under this Agreement will be by wire transfer in immediately available
funds to an account designated by the party receiving payment.

      2.4.1 Seller Account Information. Prior to Closing, Seller will designate
an account for receipt of wire transfers to Seller under this Agreement.

      2.4.2 Buyers Account Information. Prior to Closing, Conoco and Enogex will
designate accounts for receipt of all wire transfers to Conoco and Enogex under
this Agreement.

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