<PAGE>
 
Date, and for any additional period on which the relevant parties may agree,
Seller will continue to operate the Assets in accordance with the Interim
Operating Agreements between each Buyer and Seller to be executed and delivered
contemporaneously with this Agreement.  The Interim Operating Agreements are
attached to this Agreement as Exhibit F-1 and F-2.

  9.2  Employees.  Prior to Closing, each Buyer may interview, investigate and
review the personnel records of Seller employees employed directly in the
operation of the Assets such Buyer is acquiring.  Each Buyer at its sole
discretion may offer employment to those Seller employees it wishes to hire in
connection with such Buyer's operation of the Assets after Closing.  However,
neither Buyer will have any obligation to offer employment to any Seller
employees, and Seller will have no obligation to make recommendation as to which
Seller employees either Buyer should or should not consider employing.

  9.3  Notices.  All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed to have been given when
delivered by certified mail (postage prepaid, return receipt requested) or
prepaid Federal Express (return receipt requested) to the respective parties as
follows:

<TABLE>
<CAPTION>
 
           Conoco                               Seller
           ------                              --------           
<S>                                    <C>    
 
Pre-Closing                            Pre-Closing and Post Closing
- -----------                            ----------------------------
Conoco Inc.                            Cimarron Gas Holding Company
600 North Dairy Ashford  (77079)       c/o Zapata Corporation
P. O. Box 2197                         1717 St. James Place, Suite 550
Houston, Texas  77252                  Houston, Texas 77056
Attn:  NGGP                            Attn:  General Counsel
       Director,                       Fax: (713) 940-6122
       Business Development
Fax:  (713) 293-5387                   with courtesy copy (which shall not
                                        constitute notice) to:
           
Post-Closing
- ------------
                                       Gene Lewis, Esq.
Conoco Inc.                            Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
600 North Dairy Ashford (77079)        3400 Texas Commerce Tower
P. O. Box 2197                         Houston, Texas  77002
Houston, Texas  77252                  Fax: (713) 223-3717
Attn:  NGGP
       General Manager, Operations
       and Engineering
Fax: (713) 293-5387
</TABLE>

 

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