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      2.2.2  Upward Adjustments.  The Cash Consideration will be increased by:

            (i)   The value of the Inventories on the Effective Date, such value
                  to be the average of the high and low OPIS price (non-TET,
                  where applicable) at Mont Belvieu, Texas for the applicable
                  product, reported for January 1, 1996, less five and one-half
                  cents ($0.055) per gallon;

            (ii)  The amount of all costs and expenses paid by Seller on or
                  prior to the Closing Date in connection with operation of the
                  Plants, Plant Facilities and Pipelines that are attributable
                  to the period on and after the Effective Date, including
                  without limitation expenses paid under the Contracts and/or
                  gas gathering, gas processing or gas transportation fees paid
                  by Seller;

            (iii) Any proceeds from the sale of Seller's share of residue gas,
                  liquid hydrocarbons or plant products from the Plants that are
                  received by Buyers and attributable to the period prior to the
                  Effective Date.

      2.2.3    Downward Adjustments.  The Cash Consideration will be decreased
by (i) any proceeds from the sale of Buyer's interest in residue gas, liquid
hydrocarbons or plant products from the Assets that are received by Seller and
attributable to the period on and after the Effective Date, (ii) gas gathering,
gas processing or gas transportation fees received by Seller, and (iii) any
adjustments required by Section 5.3.2 hereof.  In addition, in the event that a
party should exercise its right of first refusal with respect to any of the
Oklahoma Assets prior to Closing, the Cash Consideration to be paid by Enogex
shall be decreased for the corresponding amount of such purchase price.

 2.3 Adjustments to the Cash Consideration After Closing.

      2.3.1   Final Settlement Statement.  Within 60 days after Closing, Seller,
with respect to the Assets it has transferred under this Agreement to each
Buyer, will provide each Buyer with a final settlement statement containing a
final reconciliation of the adjustments to the Cash Consideration set forth in
Section 2.2 for the Assets conveyed to the respective Buyers.  (However, failure
of Seller to complete the final settlement statement within 60 days after
Closing will not constitute a waiver of any right to an adjustment otherwise
due.)  Each Buyer will have 30 days after receiving the final settlement
statement to provide Seller with any written exceptions to any items in the
final settlement statement that Buyer believes in good faith to be questionable.
Any such disputed items will be resolved as provided in Section 2.3.3.  All
items in the final settlement statement to which Buyer does not except in
writing within the 30-day review period will be deemed correct.

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