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     1.   The Parties hereto recognize and agree that notwithstanding anything
to the contrary in the Purchase and Sale Agreement or related Exhibits thereto,
the Oklahoma Assets conveyed from Cimarron to Enogex pursuant to the terms of
the Purchase and Sale Agreement are not intended to and do not include those
Assets related to those independent gas gathering systems more commonly known as
the Kouns Farms Pipeline System and the Cottonwood Gathering System.

     2.   Conoco recognizes and agrees that Cimarron has used good faith efforts
to obtain, prior to Closing, all necessary third party consents and waivers
necessary to effect the proper assignment of Cimarron's interest in the Material
Contracts and the Material Rights of Way to Conoco.  In this respect, Conoco
hereby waives the requirement set forth in Section 3.2.1 of the Purchase and
Sale Agreement with respect to obtaining, prior to Closing,  consents or waivers
to assignment of those agreements described on the attached Schedule 2.1.

     3.   Enogex recognizes and agrees that Cimarron has used good faith efforts
to obtain, prior to Closing, all necessary third party consents and waivers
necessary to effect the proper assignment of Cimarron's interest in the Material
Contracts and the Material Rights of Way to Enogex; however, Cimarron has been
unable, as of the date of this Agreement, to obtain the necessary third party
consents with respect to those agreements described on the attached Schedule
2.2.  Cimarron and Enogex hereby agree that Enogex shall have the right to
withhold from the Cash Consideration provided at Closing the amount of
$148,722.00; provided, however, that such amount shall be paid by Enogex to
Cimarron with 3 days of receipt of (1) the necessary third party consents with
respect to those agreements described on the attached Schedule 2.2, or (2) the
signing of any new agreement or agreements in substitution of those agreements
described on the attached Schedule 2.2.

     4.   The Parties hereto agree to amend the Purchase and Sale Agreement by
deleting Section 3.1.7 in its entirety and replacing such Section with the
following:

     "3.1.7  Tax Partnerships.  Except for assets owned by partnerships governed
     by those partnership agreements described on the attached Schedule 3.1.7,
     the Assets to be transferred pursuant to this Agreement are not subject to
     any tax partnership agreement or provisions requiring a partnership income
     tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the
     Internal Revenue Code of 1986, as amended, or any similar state statute."

     5.   The Parties hereto agree to amend the Purchase and Sale Agreement by
adding the following Section 3.1.8:

     "3.1.8  Other Tax Matters.  Seller and Buyers acknowledge that this
     transaction is subject to the reporting requirements of Section 1060 of the
     Internal Revenue Code of 1986, as amended, and that IRS Form 8594, the
     Asset Acquisition Statement, is required to be and will be filed for this
     transaction.  The parties

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