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ARTICLE 8.  RETAINED AND ASSUMED RIGHTS AND OBLIGATIONS

  8.1  Buyers' Rights After Closing.  Upon and after Closing, Buyers will
receive and assume their respective portion of all of Seller's right, title and
interest to the Assets, as of the Effective Date.

  8.2  Buyers' Obligations After Closing.  Upon and after Closing, subject to
Section 8.3, each Buyer will unconditionally and irrevocably assume, pay,
perform and discharge all of the liabilities, obligations and duties arising on
and after the Effective Date with respect to the ownership or operation of the
Assets it receives (collectively, the "BUYER'S ASSUMED OBLIGATIONS").  Subject
to Section 8.3, the Buyer's Assumed Obligations include without limitation:

       8.2.1 All performance obligations under the Contracts, Permits and Right-
of-Way agreements the Buyer receives;

       8.2.2 All Claims (as defined in Section 8.4.1) arising from Buyer's
ownership or operation of the Assets such Buyer receives; and

       8.2.3 All Claims related to Environmental Conditions arising from Buyer's
ownership or operation of the Assets such Buyer receives. For purposes of this
Agreement, "Environmental Condition" shall mean any condition which exists with
respect to the Texas Assets, in the case of Conoco, or the Oklahoma Assets, in
the case of Enogex, that (i) violates applicable environmental, land use,
surface disturbance, or licensing rules, regulations, demands or orders of
appropriate state or federal regulatory agencies, including, without limitation,
failure to acquire any necessary air, water or noise permit, (ii) adversely
affects the quality of the air, the groundwater, or the surface or subsurface of
the ground, (iii) requires clean-up responses, and/or further assessment,
control, remediation or compliance with respect to surface and/or subsurface
pollution, and/or (iv) relates to the disposal in violation of any applicable
environmental laws (onsite or offsite) of any hazardous substances, wastes,
materials and products generated by, stored or used in connection with the
Assets such Buyer receives under this Agreement. However, changes in
environmental laws and regulations on or after the Effective Date shall not be
the basis for an Environmental Condition, or any other Claim, for the purposes
of this Agreement. In addition, any Claim or Claims relating to any matters set
forth in the letter to Enogex dated January 16, 1996 from Roberts/Schornick &
Associates, Inc., shall not be the basis for an Environmental Condition, or any
other Claim, for purposes of this Agreement, it being agreed that Seller and
Enogex have previously allocated the risk of such a Claim or Claims and
reflected such allocation as a downward adjustment to the Cash Consideration for
the Oklahoma Assets.

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