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  1.6  Definition of "Material".  The words "material" or "materially" when used
in this Agreement shall mean that the third-party cost associated with such item
(including, but not limited to claims, damages, demands, causes of action,
fines, penalties, or losses) or any dimunition in value of the Texas Assets or
Oklahoma Assets resulting from such item is equal to or exceeds twenty-five
thousand dollars ($25,000) for each such item.  This definition shall not apply
to Material Contracts and Material Rights-of-Way which shall have the respective
definitions set forth in Section 3.2.1.


                     ARTICLE 2.  CONSIDERATION AND PAYMENT

  2.1  Consideration.  At Closing, Buyers will pay Seller Twenty-Three Million
Six Hundred Thousand Dollars ($23,600,000) in cash, of which Conoco will pay
$16,100,000 for the Texas Assets and Enogex will pay $7,500,000 for the Oklahoma
Assets, each amount being subject to adjustment as provided in Section 2.2 of
this Agreement (collectively the "CASH CONSIDERATION").  Conoco will pay an
additional Two-Hundred-Fifty Thousand Dollars ($250,000) in cash as additional
Cash Consideration to Seller on or before 5:00 p.m. CDT on May 6, 1996, if gas
deliveries have commenced pursuant to that certain Letter Agreement dated March
4, 1996 (the "Letter Agreement"), between Louis Dreyfus Natural Gas Corp. and
Stellar Energy Corporation; provided, however, that such additional Cash
Consideration due shall be prorated to the extent that the average daily gas
volume under the Letter Agreement for the period April 1, 1996 - April 30, 1996
is less than 1,500 MMBtu per day.  Conoco covenants to use its best efforts to
ensure the movement of maximum daily gas volume under the Letter Agreement.

  2.2  Adjustments to the Cash Consideration at Closing.  Adjustments to the
Cash Consideration shall be made as between the Seller and the Buyer (Conoco or
Enogex, as the case may be) only as to events that affect the Assets being
conveyed to the relevant Buyer, as follows:

      2.2.1 Preliminary Settlement Statement. The Cash Consideration payable to
Seller at Closing will be subject to the adjustments set forth in Sections 2.2.2
and 2.2.3. No later than five (5) business days prior to Closing, the Seller
will prepare and provide to Buyers a preliminary settlement statement showing
all adjustments to the Cash Consideration to be made at Closing pursuant to this
Section 2.2. Seller and Buyers acknowledge that some items in the preliminary
settlement statements may be estimates or otherwise subject to change. Prior to
Closing, Buyers may provide Seller with written exceptions to any of the items
in the preliminary settlement statement that Buyers believe in good faith to be
questionable. Any such disputed items will not be an adjustment to the Cash
Consideration at Closing, but instead will be treated and resolved as disputed
items, under Section 2.3.3.

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