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 Industries Sale for general corporate purposes, which may include repayment of
 debt, and for future acquisitions or joint ventures which are expected to be in
 the food services industry. The Board of Directors believes that consummation
 of the Energy Industries Sale Proposal is expedient and fair to, and in the
 best interests of, the Company and its stockholders. There can be no assurance,
 however, that the Energy Industries Sale will result in an improvement in the
 Company's results of operations or financial condition.

FAIRNESS OPINION OF FINANCIAL ADVISOR

  General. Schroder Wertheim was engaged by the Company to assist the Company in
identifying, soliciting and evaluating proposals from potential acquirers of
Energy Industries. In connection with this engagement, Schroder Wertheim was
requested by the Company to render an opinion as to the fairness, from a
financial point of view, of the consideration to be received by the Company in
connection with the Energy Industries Sale. The Company has agreed to pay
Schroder Wertheim a fee of approximately $890,000 upon the closing of the Energy
Industries Sale and has also agreed to reimburse Schroder Wertheim for
reasonable expenses and to indemnify Schroder Wertheim against certain
liabilities, including liabilities under the federal securities laws.

  Schroder Wertheim, as a customary part of its investment banking business, is
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, private placements and
valuations for estate, corporate and other purposes.  Schroder Wertheim
regularly publishes research reports regarding the natural gas industry and
businesses and securities of publicly owned companies in that industry.  The
Board of Directors of the Company selected Schroder Wertheim because of its
expertise, reputation and familiarity with both the natural gas industry and the
Company. No limitations were placed on Schroder Wertheim by the Board of 
Directors of the Company with respect to the investigation made or the 
procedures followed in preparing and rendering its opinion.

  Schroder Wertheim is a full service securities firm and in the course of its 
normal trading activities may from time to time effect transactions and hold 
positions in securities of the Company and Enterra. Schroder Wertheim has also 
been engaged by the Company as financial advisor in connection with the Cimarron
Sale Proposal (see "The Cimarron Sale Proposal--Background of the Cimarron Sale
Proposal") and also rendered investment banking services to the Company in 
another transaction for which it received a customary fee. 

  In connection with its opinion, Schroder Wertheim reviewed a draft of the
Purchase Agreement and the Glazer Letter. Schroder Wertheim also reviewed
certain historical, pro forma and projected financial information concerning
Energy Industries prepared by management of the Company. Schroder Wertheim also
held discussions with members of management of the Company and Energy Industries
regarding the historical and pro forma financial information reviewed by
Schroder Wertheim and management's projections for future periods, as well as
the current financial condition and prospects of Energy Industries. In addition,
Schroder Wertheim (i) compared certain financial data for Energy Industries
under the terms of the Energy Industries Sale Proposal with that of certain
publicly traded companies which Schroder Wertheim deemed to be reasonably
comparable to Energy Industries, (ii) compared the financial terms, to the
extent publicly available, of certain recent acquisition transactions which were
deemed to be reasonably comparable to the proposed financial terms of the Energy
Industries Sale Proposal, and (iii) performed such other financial studies,
analyses, inquiries and investigations as Schroder Wertheim deemed appropriate.

  Schroder Wertheim did not assume any responsibility for independently
verifying the information described above and assumed the accuracy and
completeness of all information made available or obtained by it. With respect
to projections and financial forecasts of Energy Industries, Schroder Wertheim
assumed that such information was reasonably prepared and reflected the best
currently available estimates and judgments as to the expected future financial
performance of Energy Industries. In addition, Schroder Wertheim did not
undertake an independent appraisal of the assets of Energy Industries, nor was
Schroder Wertheim furnished with any such appraisal. Schroder Wertheim's opinion
is based on financial, economic, market, and other conditions as they existed as
of the date of its opinion. Schroder Wertheim was not asked to express, and did
not express, any opinion as to the appropriateness of the Energy Industries Sale
for the Company from a business or operational point of view.

  Schroder Wertheim has informed the Company that its analyses must be
considered as a whole and that selecting portions of Schroder Wertheim's
analyses and other factors considered by Schroder Wertheim, without considering
all factors and analyses, could create a misleading view of the processes
underlying its opinion.  The preparation of a fairness opinion is a complex
process and is not necessarily susceptible to partial analysis or summary
description.  In Schroder Wertheim's analyses, numerous assumptions were made
with respect to industry and Energy Industries' performance, general business,
regulatory and economic conditions and other factors, many of which are beyond
the control of the Company and Schroder Wertheim.  Any estimates contained
therein are not necessarily indicative of future results or actual values, which
may be significantly more or less favorable than such estimates.  Estimates of
values, companies or assets do not purport to be appraisals or necessarily
reflect the prices

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