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                          ARTICLE 3.  REPRESENTATIONS

  3.1  Reciprocal Representations.  By their execution of this Agreement, Seller
and each Buyer (as to the Assets to be conveyed to each such Buyer) make the
following representations as to themselves as an executing party.  These
representations are deemed to be made as of the Closing Date.

      3.1.1 Requisite Authority. Conoco is a corporation duly organized and in
good standing under the laws of Delaware, is duly qualified to carry on its
business in the state of Texas, and has all the requisite power and authority to
enter into and perform this Agreement. Enogex is a corporation duly organized
and in good standing under the laws of the State of Oklahoma, is duly qualified
to carry on its business in the State of Oklahoma, and has all the requisite
power and authority to enter into and perform this Agreement. Seller is a
corporation duly organized and in good standing under the laws of Delaware, is
duly qualified to carry on its business in the States of Texas and Oklahoma, and
has all the requisite power and authority to enter into and perform this
Agreement.

      3.1.2 Requisite Approvals. The executing party has taken all necessary or
appropriate actions to authorize (i) the execution and delivery of this
Agreement and the other transaction documents referenced in this Agreement; (ii)
the performance of its obligations under this Agreement and the other
transaction documents; and (iii) the consummation of this transaction.

      3.1.3   Validity of Obligation.  This Agreement and the other transaction
documents referenced in this Agreement (i) have been duly executed and delivered
by the executing party, (ii) constitute the legal, valid and binding obligations
of the executing party; and (iii) are enforceable against the executing party in
accordance with their respective terms.

      3.1.4   No Conflicts or Impediments.  The consummation of the transactions
contemplated by this Agreement (i) does not require the approval, authorization,
consent or other action by, or filing with, any governmental authority,
administrative agency, court or other party; (ii) will not breach, violate or
conflict with any material agreement or instrument to which either the executing
party or the Assets being transferred by the executing party is subject,
including without limitation covenants imposed on the executing party by any
bank or other financial institution, lender or debtholder; and (iii) does not
violate any judgment, decree, law, rule or regulation of any governmental
authority or administrative agency, in the case of each clause (i), (ii) and
(iii), in a manner that would adversely affect the transactions.

      3.1.5 Bankruptcy. There are no bankruptcy, reorganization or receivership
proceedings

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