1 EXHIBIT 10.14 ASSET PURCHASE AGREEMENT

1
EXHIBIT 10.14

ASSET PURCHASE AGREEMENT

BETWEEN

DUKE ENERGY FIELD SERVICES, INC.

AND

TEPPCO COLORADO, LLC

TABLE OF CONTENTS

PAGE

Article I
Definitions and Construction......................................... 1
1.1 DEFINED TERMS................................................................................. 1
1.2 OTHER DEFINITIONAL PROVISIONS................................................................. 6
1.3 HEADINGS...................................................................................... 6
1.4 OTHER TERMS................................................................................... 6

Article II
Purchase and Sale of Assets......................................... 7
2.1 PURCHASE AND SALE OF ASSETS................................................................... 7
2.2 THERE IS NO SECTION 2.2 TO THIS AGREEMENT..................................................... 7
2.3 PURCHASE PRICE................................................................................ 7
2.4 PRORATIONS OF EXPENSES AND CERTAIN PROPERTY TAXES............................................. 7
2.5 TAXES AND RECORDING FEES...................................................................... 8
2.6 ALLOCATION OF PURCHASE PRICE.................................................................. 8
2.7 TITLE AND RISK OF LOSS........................................................................ 9

Article III
Retained Obligations............................................. 9

Article IV
Closing Date and Effective Time....................................... 9

Article V
Representations and Warranties of Seller................................... 10
5.1 CORPORATE MATTERS............................................................................. 10
5.2 VALIDITY OF AGREEMENT; NO CONFLICT............................................................ 10
5.3 GOVERNMENTAL CONSENTS, APPROVALS AND AUTHORIZATIONS........................................... 11
5.4 TITLE TO AND CONDITION OF PROPERTIES.......................................................... 11
5.5 CONTRACTS AND COMMITMENTS..................................................................... 12
5.6 OPERATING DATA AND INFORMATION................................................................ 14
5.7 TAXES......................................................................................... 14
5.8 NO VIOLATIONS OR LITIGATION................................................................... 14
5.9 NO ADVERSE CHANGES OR EVENTS.................................................................. 14
5.10 ENVIRONMENTAL MATTERS......................................................................... 15
5.11 PRODUCT LIABILITY............................................................................. 16
5.12 NO UNTRUE STATEMENTS.......................................................................... 16
5.13 SELLER'S EMPLOYEE BENEFIT LIABILITIES......................................................... 16
5.14 FINDER'S FEES................................................................................. 16

-i-
3

Article VI
Representations and Warranties of Buyer................................... 17
6.1 CORPORATE MATTERS............................................................................. 17
6.2 VALIDITY OF AGREEMENT; NO CONFLICT............................................................ 17
6.3 FINDER'S FEE.................................................................................. 17

Article VII
Conditions Precedent............................................. 17
7.1 CONDITIONS TO OBLIGATIONS OF BUYER AT CLOSING................................................. 17
7.2 CONDITIONS TO OBLIGATIONS OF SELLER AT CLOSING................................................ 18

Article VIII
HSR FILING; Access to Information by Buyer; Matters Pending Closing..................... 20
8.1 HSR Filing.................................................................................... 20
8.2 PRIOR TO CLOSING.............................................................................. 20
8.3 PUBLIC ANNOUNCEMENTS.......................................................................... 20
8.4 ACTIONS PENDING CLOSING....................................................................... 20

Article IX
Noncompetition Agreement........................................... 22
9.1 NONCOMPETITION COVENANT....................................................................... 22
9.2 REASONABLENESS OF COVENANT.................................................................... 22
9.3 INJUNCTIVE RELIEF............................................................................. 22

Article X
Additional Agreements............................................ 22
10.1 DELIVERY OF CORPORATE DOCUMENTS............................................................... 22
10.2 FURTHER ASSURANCES............................................................................ 22
10.3 COOPERATION AFTER CLOSING..................................................................... 23
10.4 CONTINUATION OF OPERATIONS; RIGHT OF FIRST REFUSAL............................................ 24
10.5 Additional Undertakings....................................................................... 25
10.6 Identification of Buyer's Property............................................................ 25
10.7 Interim Operations............................................................................ 25

Article XI
Indemnification............................................... 25
11.1 SELLER'S INDEMNITY............................................................................ 25
11.2 ENVIRONMENTAL INDEMNIFICATION................................................................. 25
11.3 BUYER'S INDEMNITY............................................................................. 26
11.4 PROCEDURE..................................................................................... 26
11.5 INDEMNIFICATION THRESHOLD..................................................................... 28
11.6 EXPRESS NEGLIGENCE............................................................................ 28

-ii-
4

Article XII
Termination................................................. 28
12.1 Efforts to Satisfy Conditions................................................................. 28
12.2 Termination................................................................................... 28
12.3 LIABILITY UPON TERMINATION.................................................................... 28

Article XIII

NATURE OF STATEMENTS AND SURVIVAL
OF COVENANTS, REPRESENTATIONS,
WARRANTIES AND AGREEMENTS....................................................................................... 29

Article XIV
Expenses.................................................... 29

Article XV

Disputes ................................................... 29
15.1 Negotiation................................................................................... 29
15.2 Failure to Resolve............................................................................ 30
15.3 Arbitration................................................................................... 30
15.4 Recovery of Costs and Attorneys' Fees......................................................... 31
15.5 Choice of Forum............................................................................... 31
15.6 Jury Waivers.................................................................................. 31
15.7 Limitation of Damages......................................................................... 31
15.8 Governing Law................................................................................. 32
15.9 .............................................................................................. 32

Article XVI
General Provisions.......................................... 32
16.1 FURTHER ASSURANCES............................................................................ 32
16.2 NOTICES....................................................................................... 32
16.3 GOVERNING LAW................................................................................. 33
16.4 ENTIRE AGREEMENT.............................................................................. 33
16.5 ASSIGNMENT.................................................................................... 34
16.6 SUCCESSORS.................................................................................... 34
16.7 AMENDMENTS; WAIVER............................................................................ 34
16.8 COUNTERPARTS.................................................................................. 34
16.9 WAIVER........................................................................................ 34
16.10 SEVERABILITY.................................................................................. 34
16.11 NO THIRD PARTY BENEFICIARIES.................................................................. 34
16.12 NEGOTIATED TRANSACTION........................................................................ 34

-iii-

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement") entered into and
effective as of March 31, 1998, by and between Duke Energy Field Services, Inc.,
a Colorado corporation ("Seller") and TEPPCO Colorado, LLC, a Delaware limited
liability company ("Buyer").

W I T N E S S E T H:

WHEREAS, Seller is engaged in the fractionation of natural gas liquids
through the operation of certain fractionation assets located in Weld County,
Colorado as hereinafter more specifically described; and

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, the Transferred Assets (as herein defined) upon the terms and
subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual
promises and obligations contained herein, and intending to be legally bound,
Buyer and Seller agree as follows:

ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1 DEFINED TERMS. The capitalized terms used in this Agreement
shall have the meanings ascribed to them as follows:

"Affiliate" means, when used with respect to a specified
Person, any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the
specified Person. For purposes of this definition "control", when used
with respect to any specified Person, means the power to direct the
management and policies of the Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have the meanings
correlative to the foregoing. Notwithstanding the foregoing, the term
"Affiliate" when applied to the Seller shall not include Duke Energy
Trading and Marketing, L.L.C., a Delaware limited liability company
("DETM"), the Buyer, Texas Eastern Products Pipeline Company, a
Delaware corporation ("TEPPCO"), TEPPCO Partners L.P., a Delaware
limited partnership (the "Partnership") or any entities owned, directly
or indirectly by the Partnership (collectively, with TEPPCO and the
Partnership, but excluding DETM, the "TEPPCO Entities); and as applied
to the Buyer, shall not include the Seller, Duke Energy Corporation, a
Delaware corporation, or any entities owned, directly or indirectly by
Duke Energy Corporation other than the TEPPCO Entities;

-1-
6

"Business Day" means any day on which federal commercial banks
are open for business for the purpose of sending and receiving wire
transfers in Houston, Texas;

"Buyer" shall have the meaning given to that term in the
preamble and any successor or assign permitted by this Agreement;

"Buyer's Damages" shall have the meaning given such term in
Section 11.1 hereof;

"Buyer Indemnitees" shall have the meaning given such term in
Section 11.1 hereof;

"CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C. Section 9601 et
seq.;

"Claim" means any demand, demand letter, claim or notice of
noncompliance or violation (written or oral) or Proceeding;

"Claim Notice" shall have the meaning given such term in
Section 11.4 hereof;

"Closing" shall have the meaning given to that term in Article
IV;

"Closing Date" shall have the meaning given to that term in
Article IV;

"Code" means the Internal Revenue Code of 1986, as amended, or
any amending or superseding tax laws of the United States of America;

"Conveyance Documents" means all bills of sale, assignments
and other good and sufficient instruments of transfer, conveyance and
assignment, to effect or evidence the sale, conveyance, assignment,
transfer and delivery of the Transferred Assets to Buyer and to vest in
Buyer title to the Transferred Assets in accordance with this
Agreement;

"Dedicated Lands" shall have the meaning given such term in
the Frac Agreement.

"Disclosure Letter" shall mean the disclosure schedule of even
date with this Agreement prepared and delivered to Buyer by Seller.

"Effective Time" shall mean 11:59 p.m. (Denver, Colorado Time)
on March 31, 1998.

-2-
7

storage, disposal or transportation and (c) exposure to hazardous,
toxic or other substances alleged to be harmful. "Environmental Laws"
shall include, but not be limited to, the Clean Air Act, 42 U.S.C.
Section 7401 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et
seq., RCRA, the Superfund Amendments and Reauthorization Act, 42 U.S.C.
Section 11001, et seq., the Toxic Substances Control Act, 15 U.S.C.
Section 2601 et seq., the Water Pollution Control Act, 33 U.S.C.
Section 1251 et seq., the Safe Drinking Water Act, 42 U.S.C. Section
300f et seq. and CERCLA. The term "Environmental Laws" shall also
include all state, local and municipal laws, rules, regulations,
statutes, ordinances and orders dealing with the same subject matter or
promulgated by any governmental or quasi-governmental agency thereunder
or to carry out the purposes of any federal, state, local and municipal
law;

"Environmental Liabilities" shall mean any and all
liabilities, responsibilities, claims, suits, losses, costs (including
remedial, removal, response, abatement, clean-up, investigative, or
monitoring costs and any other related costs and expenses), other
causes of action recognized now or at any later time, damages,
settlements, expenses, charges, assessments, liens, penalties, fines,
pre-judgment and post-judgment interest, attorneys' fees and other
legal fees (a) pursuant to any agreement, order, notice, or
responsibility, directive (including directives embodied in
Environmental Laws), injunction, judgment, or similar documents
(including settlements), or (b) pursuant to any claim by a Governmental
Authority or other Person for personal injury, property damage, damage
to natural resources, remediation, or payment or reimbursement of
response costs incurred or expended by the Governmental Authority or
Person pursuant to common law or statute;

"Environmental Losses" shall have the meaning given to that
term in Section 11.2;

"Environmental Permit" shall mean any permit, license,
approval, registration, identification number or other authorization
with respect to the ownership or operation of the Transferred Assets or
the Plants under any applicable law, regulation or other requirement of
the United States or any other country or of any state, municipality or
other subdivision thereof relating to the control of any pollutant or
protection of health or the environment, including laws, regulations or
other requirements relating to emissions, discharges, releases or
threatened releases of pollutants, contaminants or hazardous or toxic
materials or wastes into ambient air, surface water, groundwater or
land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling
of chemical substances, pollutants, contaminants or hazardous or toxic
materials or wastes;

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended;

"Frac Agreement" shall mean the Fractionation Agreement in the
form attached hereto as Exhibit A.

-3-
8

"Hazardous Materials" shall mean any (a) petroleum or
petroleum products, (b) hazardous substances as defined by Section
101(14) of CERCLA and (c) any other chemical, substance or waste that
is regulated by any Governmental Authority under any Environmental Law;

"HSR Act" shall mean the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust
Improvement Act of 1976.

"Indemnified Party" shall have the meaning given to that term
in Section 11.4;

"Indemnifying Party" shall have the meaning given that term in
Section 11.4;

"Intellectual Property" means any and all technical
information, know-how, trade secrets, shop rights, designs, plans,
manuals, computer software (to the extent transferrable at no cost to
Seller), specifications and other proprietary and nonproprietary
technology, data and information used in connection with the operation
of the Transferred Assets;

"IRS" means the Internal Revenue Service of the United States
of America;

"Lease Agreement" means that certain Lease Agreement between
Buyer and Seller in the form attached hereto as Exhibit B, which
relates to the Greeley fractionation facility;

"Lien" means, except for the Permitted Encumbrances, any lien,
mortgage, pledge, claim, charge, security interest or other
encumbrance, option, defect or other rights of any third person of any
nature whatsoever;

"Losses" means any and all damages, losses, liabilities,
demands, payments, obligations, penalties, assessments, costs,
disbursements or expenses (including interest, awards, judgments,
settlements, fines, costs of remediation, diminutions in value, fees,
disbursements and expenses of attorneys, accountants and other
professional advisors and of expert witnesses and costs of
investigation and preparation of any kind or nature whatsoever);

"Material Adverse Effect" shall mean a single event,
occurrence or fact that, alone or together with all other events,
occurrences and facts, could reasonably be expected to result in a
material loss to or material diminution in value of the Transferred
Assets to a purchaser thereof or prohibit or delay the consummation of
the transactions contemplated hereby; provided that the term

-4-
9

"Material Adverse Effect" shall not include changes in general
economic, industry or market conditions, or changes in law,
Environmental Laws or regulatory policy.

"O&M Agreement" shall mean the Operation and Maintenance
Agreement in the form attached hereto as Exhibit C.

"Offer Notice" shall have the meaning given such term in
Section 10.4.

"Party" means Seller or Buyer; and "Parties" means Seller and
Buyer;

"Permit" means any license, permit or authority granted by any
Governmental Authority;

"Permitted Encumbrances" means (a) Liens for current taxes and
assessments not yet due or which Seller is contesting in good faith,
(b) inchoate mechanic and materialmen liens for construction in
progress, (c) inchoate workmen, repairmen, warehousemen, customer,
employee and carriers liens arising in the ordinary course of business,
(d) Liens created by Buyer and (e) Liens and imperfections of title
that, singly or in the aggregate, would not have a Material Adverse
Effect;

"Person" means any individual, corporation, partnership, joint
venture, association, limited liability company, joint stock company,
trust, unincorporated organization, Governmental Authority or
government (or agency or political subdivision thereof);

"Plants" means Seller's Greeley Natural Gas Processing Plant
and Spindle Natural Gas Processing Plant, including all improvements
and fixtures, located in the ▇▇▇/▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇, ▇▇▇▇ and the
SW1/4 of Section 34, T2N, R67W in Weld County, Colorado, respectively,
but excluding the Transferred Assets;

"Proceeding" means any action, suit, claim, investigation,
review or other judicial or administrative proceeding, at law or in
equity, before or by any Governmental Authority;

"Producer Contracts" shall mean those contracts listed in
Section 5.5(b) of the Disclosure Letter.

"Project Agreements" shall have the meaning given such term in
Section 10.4.

"Purchase Document" means any of this Agreement, the Lease
Agreement, the Sublease Agreement the O&M Agreement and the Frac
Agreement, and "Purchase Documents" means all of the foregoing
agreements.

"Purchase Price" shall have the meaning given to that term in
Section 2.3;

-5-
10

"RCRA" means the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 6901 et seq.;

"Records" means all agreements, documents, books, records and
files relating to the Transferred Assets, including without limitation,
accounting records, operating records, charts, maps, surveys, drawings,
prints and any physical embodiment of the Intellectual Property,
however, Records shall not include the corporate, financial, tax and
legal files and records, and gas purchase, processing and/or gathering
agreements of Seller;

"Retained Liabilities" shall have the meaning given to that
term in Article III;

"Seller" shall have the meaning given to that term in the
preamble;

"Seller's Damages" shall have the meaning given such term in
Section 11.3 hereof;

"Seller Indemnitees" shall have the meaning given such term in
Section 11.3 hereof;

"Sublease Agreement" means that certain Sublease Agreement
between Buyer and Seller in the form attached hereto as Exhibit D,
which relates to the Spindle fractionation facility;

"Tax" or "Taxes" means any United States or foreign federal,
state or local income tax, ad valorem tax, excise tax, sales tax, use
tax, franchise tax, real or personal property tax, transfer tax, gross
receipts tax or other tax, assessment, duty, fee, levy or other
governmental charge, together with and including, any and all interest,
fines, penalties, assessments, and additions to Tax resulting from,
relating to, or incurred in connection with any of those or any contest
or dispute thereof;

"Tax Consideration" shall have the meaning given to that term
in Section 2.6;

"Tax Return" means any report, statement, form, return or
other document or information required to be supplied to a taxing
authority in connection with Taxes; and

"Transfer Documents" shall have the meaning given to that term
in Section 16.4; and

"Transferred Assets" shall mean all of the equipment and other
tangible assets which are located within the areas outlined in red and
the equipment listed in red print on the attached Exhibits E and F;.

-6-
11

1.2 OTHER DEFINITIONAL PROVISIONS.

(a) As used in this Agreement, unless expressly stated
otherwise, references to (a) "including" mean "including, without limitation",
and the words "hereof", "herein", and "hereunder", and similar words, refer to
this Agreement as a whole and not to any particular Article, provision, section
or paragraph of this Agreement and (b) "or" mean "either or both". Unless
otherwise specified, all references in this Agreement to Sections, paragraphs,
Exhibits or Schedules are deemed references to the corresponding Sections,
paragraphs, Exhibits or Schedules in this Agreement.

(b) Whenever a statement is qualified by the term "knowledge,"
"best knowledge" or similar term or phrase, it is intended to indicate actual
knowledge on the part of a Person or its officers, directors, plant managers and
department heads.

1.3 HEADINGS. The headings of the Sections of this Agreement and
of the Schedules and Exhibits are included for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction or
interpretation hereof or thereof.

1.4 OTHER TERMS. Other terms may be defined elsewhere in the text
of this Agreement and shall have the meaning indicated throughout this
Agreement.

ARTICLE II
PURCHASE AND SALE OF ASSETS

2.1 PURCHASE AND SALE OF ASSETS.

(a) At the Closing, but effective for all purposes as of the
Effective Time, Seller shall sell, transfer, assign, convey, set over, grant,
bargain and deliver to Buyer free and clear of all Liens (other than Permitted
Encumbrances), and Buyer shall purchase and acquire from Seller, all right,
title and interest in and to the Transferred Assets.

(b) Seller shall use its best efforts to obtain the consents
of third parties as are necessary for the assignment of the Transferred Assets.
To the extent that any of the Transferred Assets are not assignable by the terms
thereof or consents to the assignment thereof cannot be obtained, the
Transferred Assets shall be held by Seller in trust for Buyer and shall be
performed by Buyer in the name of Seller and all benefits and obligations
derived thereunder shall be for the account of Buyer, provided that where
entitlement of Buyer to those Transferred Assets hereunder is not recognized by
any third party, Seller shall, at the request of Buyer, enforce in a reasonable
manner, at the cost of Seller, any and all rights of Seller against the third
party.

2.2 THERE IS NO SECTION 2.2 TO THIS AGREEMENT.

2.3 PURCHASE PRICE. The purchase price for the Transferred Assets
shall be $40,000,000 (Forty Million Dollars) (the "Purchase Price"), payable as
set forth below by check or wire transfer in immediately available funds to an
account or accounts designated in writing by Seller to Buyer prior to the
respective date of payment.

(a) $2,000,000 (Two Million Dollars) (the "Initial Payment")
shall be paid to Seller simultaneously with the execution of this
Agreement. The Initial

-7-
12

Payment will be promptly returned by Seller to Buyer by wire transfer
in immediately available funds to an account or accounts designated by
Buyer to Seller, together with interest thereon at a per annum rate of
5.75% for the period beginning on the date the Initial Payment is made
by Buyer to Seller and ending on the date such amount is returned to
Buyer by Seller, if and only if, one or more of the conditions set
forth in Section 7.1 is not satisfied and this Agreement is terminated.

(b) $38,000,000 (Thirty-Eight Million Dollars) shall be
payable at Closing, together with interest thereon at a per annum rate
of 5.75% for the period beginning on the date on which the Effective
Time occurs and ending on the Closing Date.

2.4 PRORATIONS OF EXPENSES AND CERTAIN PROPERTY TAXES.

(a) Seller warrants to Buyer that the Transferred Assets are
not, and on the Effective Time will not be, subject to or liable for
any special assessments or similar types of impositions. Any general
property Tax assessed against or pertaining to the Transferred Assets
for the taxable period that includes the Effective Time shall be
prorated between Buyer and Seller as of the Effective Time. For
purposes of this proration, such taxes for 1998 shall be assumed to be
$45,000.

(b) Except as otherwise provided in this Agreement, Seller and
Buyer agree that amounts payable with respect to utility charges and
other items of expense attributable to the operation of the Transferred
Assets shall be prorated as of the Effective Time to the extent the
charges and expenses cannot be identified as to the Party who received
the benefits to which the charges and expenses relate. To the extent
the amounts are estimated at Closing and the prorations are inaccurate,
Seller and Buyer agree to make such payment to the other after the
amounts are correctly computed, that is necessary to allocate the
charges properly between Seller and Buyer as of the Effective Time.

2.5 TAXES AND RECORDING FEES.

(a) Seller shall be responsible for all transfer, sales, use,
excise, stamp and similar Taxes arising out of or with respect to the
transactions contemplated by this Agreement. Seller and Buyer each
agree (i) to report the federal, state and local income Tax and other
Tax consequences of the transactions contemplated herein, and in
particular, to report information required by Code Section 1060(b), in
a manner consistent with the allocation or the Purchase Price in
accordance with Section 2.6 and (ii) that neither Party will take any
position inconsistent therewith upon examination of any Tax Return, in
any refund claim, in any litigation, investigation, or otherwise.

(b) Buyer and Seller acknowledge and agree that the Purchase
Price includes and is inclusive of any and all sales, use, transfer or
other similar Taxes imposed as a result of the consummation of the
transactions contemplated by

-8-
13

this Agreement, and Seller hereby agrees to indemnify Buyer against,
and agrees to protect, save and hold Buyer harmless from, any loss,
liability, obligation or claim (whether or not ultimately successful)
for sales, use, transfer or other similar Taxes (and any interest,
penalties, additions to Tax and fines thereon or related thereto)
imposed as a result of the consummation of the transactions
contemplated by this Agreement, but not including any income, franchise
or similar tax of Buyer.

(c) Buyer shall pay any and all recording, filing or other
fees relating to the conveyance or transfer of the Transferred Assets
from Seller to Buyer.

2.6 ALLOCATION OF PURCHASE PRICE. For federal income Tax purposes
(including Buyer's and Seller's compliance with the reporting requirements of
Section 1060 of the Code), each of Seller and Buyer shall agree within thirty
(30) calendar days following the Closing as to the allocation of the
consideration (including the Purchase Price) deemed to have been paid for
federal income Tax purposes by Buyer to Seller pursuant to this Agreement (the
"Tax Consideration") among the Transferred Assets (the "Allocation"), which
allocation shall be final and binding on Seller and Buyer. Seller and Buyer
agree to cooperate in good faith with each other in connection with the
preparation and filing of any information required to be furnished to the IRS
under Section 1060 of the Code (including Section 1060(b) and (e) of the Code)
and any applicable regulations thereunder. Without limiting the generality of
the preceding sentence, Buyer and Seller agree to (i) report the allocations to
the IRS on Form 8594 and, if required, supplemental Forms 8594, in accordance
with the instructions to Form 8594 and the provisions of Section 1060 of the
Code and the applicable regulations thereunder and (ii) coordinate their
respective preparation and filing of each the Form 8594 and any other forms or
information statements or schedules required to be filed under Section 1060 of
the Code and the applicable regulations thereunder so that the allocations and
information reflected on the forms, statements and schedules shall be
consistent.

2.7 TITLE AND RISK OF LOSS. Title and risk of loss with respect to
the Transferred Assets shall pass to Buyer at the Effective Time; provided,
however, that should the Closing not occur, title and risk of loss shall be
deemed to remain in Seller for all purposes and for all periods of time.

ARTICLE III
RETAINED OBLIGATIONS

LIABILITIES NOT ASSUMED BY BUYER. Seller shall pay and discharge in due
course all of its liabilities, debts and obligations, whether known or unknown,
now existing or hereafter arising, contingent or liquidated as the same relate
to the Transferred Assets for all periods of time prior to the Effective Time
(the "Retained Liabilities"), and neither Buyer nor any of its Affiliates shall
assume, or in any way be liable or responsible for, any of the Retained
Liabilities. Without limiting the generality of the foregoing, the Retained
Liabilities shall include, without limitation, the following:

(a) any liability or obligation of Seller arising out of or in
connection with the negotiation and preparation of this Agreement and
the consummation and performance of the transactions contemplated
hereby, whether or not the

-9-
14

transactions are consummated, including any Tax liability so arising
(excluding income, franchise or similar Taxes of Buyer);

(b) any liability or obligation for any and all Taxes of, or
pertaining or attributable to, (i) Seller or (ii) the ownership or
operation of the Transferred Assets for any period or portion thereof
that ends on or before the Effective Time (including any and all Taxes
described in clauses (i) and (ii) of this paragraph (b) for which
liability is or may be sought to be imposed on Buyer under any
successor liability, transferee liability or similar provision of any
applicable federal, foreign, state or local law (including Section
111.020 of the Texas Tax Code));

(c) any liability or obligation relating to any
indemnification or warranty obligation of Seller created by it on or
before the Effective Time and any obligation for product liability for
products manufactured or produced or for services rendered by Seller,
in whole or in part, on or prior to the Effective Time;

(d) any liability to which any of the Parties may become
subject as a result of any failure to effect the transactions
contemplated by this Agreement in compliance with the bulk sales
provisions of the Uniform Commercial Code as in effect in any state or
any similar statute as enacted in any jurisdiction; and

(e) all other liabilities and obligations of Seller to any
Person related to the Transferred Assets.

ARTICLE IV
CLOSING DATE AND EFFECTIVE TIME

The closing of the purchase and sale of the Transferred Assets (the
"Closing") shall take place at the offices of Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, or at such other place as the
Parties may mutually agree to in writing. The Closing shall take place at 10:00
a.m. on the latter of (i) five (5) Business Days after the date Seller and Buyer
obtain all necessary regulatory approvals, if any, required by each of them
respectively, pursuant to this Agreement or (ii) thirty (30) calendar days after
the date hereof. The date of the Closing is referred to herein as the "Closing
Date". Regardless of the actual Closing Date, the transactions contemplated by
this Agreement shall be effective as of the Effective Time.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the Disclosure Letter (whereunder disclosure
under any Section thereof shall constitute disclosure under all other Sections
thereof provided appropriate cross-references are included to such other
Sections) delivered to Buyer herewith, Seller represents and warrants to, and
agrees and covenants with, Buyer as follows:

-10-
15

5.1 CORPORATE MATTERS. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Colorado
and has all requisite corporate power and authority to own, operate and lease
its properties and assets and to carry on its business in the places and in the
manner currently conducted. Buyer has been provided with a true and correct copy
of Seller's Articles of Incorporation and Bylaws as currently in effect. Seller
owns directly all of the Transferred Assets and has all requisite corporate
power and authority to enter into this Agreement and to perform its obligations
hereunder.

5.2 VALIDITY OF AGREEMENT; NO CONFLICT.

(a) This Agreement has been duly authorized, executed and
delivered by Seller and is a legal, valid and binding obligation of
Seller, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in effect
that affect creditors' rights generally and by legal and equitable
limitations on the availability of specific remedies.

(b) The execution, delivery and performance of this Agreement
by Seller and the other agreements and documents to be delivered by
Seller to Buyer hereunder, the consummation of the transactions
contemplated hereby or thereby, and the compliance with the provisions
hereof or thereof, by Seller will not, with or without the passage of
time or the giving of notice or both:

(i) conflict with, constitute a breach, violation or
termination of any provision of, or give rise to any right of
termination, cancellation or acceleration, or loss of any
right or benefit or both, under, any or agreement to which
Seller is a party or by which it or the Transferred Assets are
bound;

(ii) conflict with or violate the Articles of
Incorporation or Bylaws of Seller;

(iii) result in the creation or imposition of any Lien on
any of the Transferred Assets; or

(iv) to Seller's knowledge, violate any law, statute,
ordinance, regulation, judgment, writ, injunction, rule,
decree, order or any other restriction of any kind or
character applicable to Seller or its properties or assets.

5.3 GOVERNMENTAL CONSENTS, APPROVALS AND AUTHORIZATIONS.

(a) Except as set forth in Section 5.3(a) of the Disclosure
Letter, no order, license, consent, waiver, authorization or approval
of, or exemption by, or the giving of notice to, or the registration
with, or the taking of any other action in respect of, any Person not a
Party, including any Governmental Authority, and no filing, recording,
publication or registration in any public office or any other place is
now, or under existing law in the future will be, necessary on

-11-
16

behalf of Seller to authorize the execution, delivery and performance
of this Agreement or any other agreement contemplated hereby to be
executed and delivered by it and the consummation of the transactions
contemplated hereby or thereby (including assignment of the Transferred
Assets), or to effect the legality, validity, binding effect or
enforceability thereof, other than any requirement that is applicable
to Buyer or as a result of any other facts that specifically relate to
the business or activities in which Buyer is or proposes to be engaged.

(b) Except for items that will not have a Material Adverse
Effect, all licenses, permits, concessions, warrants, franchises and
other governmental authorizations and approvals, of all Governmental
Authorities required or necessary for Seller to own and operate the
Transferred Assets in the places and in the manner currently conducted
have been duly obtained, are in full force and effect and are set forth
truly, correctly and completely in Section 5.3(b) of the Disclosure
Letter, which Section 5.3(b) shall be attached to this Agreement on its
execution or delivered to Buyer sufficiently prior to the Closing Date
for Buyer to adequately review the same. Seller has received no
notification concerning, and Seller has no knowledge of, violations
that are in existence or that have been recorded with respect to those
licenses, permits or other authorizations and no proceeding is pending
or, to the knowledge of Seller, threatened with respect to the
revocation or limitation of any of the licenses, permits or other
authorizations. To Seller's knowledge, Seller has complied with all
laws, rules, regulations and orders applicable to the ownership and
operation of the Transferred Assets.

5.4 TITLE TO AND CONDITION OF PROPERTIES.

(a) The real property described in the Lease Agreement and the
Sublease Agreement constitutes the only interest in real property
included in or required for the continued operation of the Transferred
Assets.

(b) A complete listing of the Transferred Assets is set forth
in Exhibits E and F, and all of the Transferred Assets are located on
the lands covered by the Lease Agreement and the Sublease Agreement and
is in Seller's possession and control. Seller has good and marketable
title to all the Transferred Assets, free and clear of all Liens.

(c) Seller has not received any notice of infringement,
misappropriation or conflict from any other Person with respect to the
operation of the Plants or the Transferred Assets except as noted in
Section 5.4(c) of the Disclosure Letter, and the operation of the
Transferred Assets has not infringed, misappropriated or otherwise
conflicted with any patents, patent applications, patent rights,
trademarks, trademark applications, service marks, service ▇▇▇▇
applications, copyrights, trade names, unregistered copyrights, trade
secrets or know-how of any other Person.

-12-
17

(d) The operation of the Transferred Assets in the ordinary
course of business is not dependent upon the right to use the property
of Persons other than Seller, except such property as is leased or
licensed to Seller and to Buyer pursuant to any of the Transferred
Assets, which leases and licenses are disclosed in Section 5.5(a) of
the Disclosure Letter. No Person, other than Seller, owns or has any
interest in any Transferred Asset or any asset currently used by Seller
in the operation of the Transferred Assets or the Plants, except such
assets as are leased or licensed to Seller pursuant to any of the
Transferred Assets.

(e) The Transferred Assets are in good operating condition and
repair, in accordance with standards generally acceptable in the
industry, ordinary wear and tear accepted, are free of material
defects, are adequate and sufficient for the operations of such Seller
as currently conducted and have maximum aggregate operating capacity of
504,000 Gallons (as defined in the Frac Agreement) per day. Such
structures, equipment and other properties and their use conform in all
respects to all applicable laws, except for such noncompliance as will
have no Material Adverse Effect.

(f) Upon consummation of the transactions contemplated by this
Agreement, Buyer shall have a nonexclusive right to use the
Intellectual Property in connection with its ownership and operation of
the Transferred Assets, including the operation of such assets by third
parties.

5.5 CONTRACTS AND COMMITMENTS.

(a) Except as set forth in Section 5.5(a) of the Disclosure
Letter and for the Retained Liabilities, none of the Transferred Assets
are subject to:

(i) any agreement, contract or commitment requiring the
expenditure or series of related expenditures of funds in
excess of $10,000;

(ii) any agreement, contract or commitment requiring the
payment for goods or services whether or not the goods or
services are actually provided or the provision of goods or
services at a price less than Seller's cost of producing the
goods or providing the services;

(iii) any loan or advance to, or investment in, any Person
or any agreement, contract, commitment or understanding
relating to the making of any loan, advance or investment;

(iv) any contract, agreement, indenture, note or other
instrument relating to the borrowing of money or any guarantee
or other contingent liability in respect of any indebtedness
or obligation of any Person (other than the endorsement of

-13-
18

negotiable instruments for deposit or collection in the
ordinary course of business);

(v) any management service, union, employment, consulting
or other similar type contract or agreement;

(vi) any agreement, contract or commitment that would
limit the freedom of Buyer or any Affiliate thereof following
the Effective Time to own, operate, sell, transfer, pledge or
otherwise dispose of or encumber any of the Transferred Assets
or to compete with any Person or to engage in any business or
activity in any geographic area;

(vii) any agreement, lease, contract or commitment or
series of related agreements, leases, contracts or commitments
not entered into in the ordinary course of business or, except
for agreements to purchase or sell goods and services entered
into in the ordinary course of business of Seller, not
cancelable by Seller without penalty to Seller or within 30
days;

(viii) any agreement or contract that would obligate or
require Buyer or any subsequent owner of any of the
Transferred Assets to provide for indemnification or
contribution with respect to any matter;

(ix) any license, royalty or similar agreement; or

(x) any other agreement, contract or commitment that
might reasonably be expected to have a Material Adverse
Effect.

(b) Section 5.5(b) of the Disclosure Letter lists, and
identifies as such, all contracts between Seller or its Affiliates and
producers of natural gas from the Dedicated Lands (the "Producer
Contracts"). Pursuant to these Producer Contracts, Seller fractionated
through the Transferred Assets no less than 120,000,000 Gallons (as
defined in the Frac Agreement) of liquids in 1997. Seller has provided
Buyer complete access to all such Producer Contracts.

(c) Seller is not in breach of any material provision of, or
is not in default (or knows of any event or circumstance that with
notice, or lapse of time or both, would constitute an event of default)
under the terms of any of the contracts listed in Section 5.5(a) and
(b) of the Disclosure Letter and all of such contracts are in full
force and effect. Seller is not aware of any pending or threatened
disputes with respect to any of such contracts..

(d) Except as set forth in Section 5.5(d) of the Disclosure
Letter, the enforceability of the contracts listed in Section 5.5(a)
and (b) of the Disclosure Letter will not be affected in any manner by
the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby and

-14-
19

none of the contracts require the consent or waiver of any Person or
Governmental Authority prior to the sale, assignment, transfer,
conveyance or delivery thereof pursuant to this Agreement.

5.6 OPERATING DATA AND INFORMATION. Attached as Section 5.6 of the
Disclosure Letter are historical operating data and information for the periods
January 1, 1993 through December 31, 1997 relating to the Transferred Assets,
and including volumes of liquids fractionated through the Transferred Assets for
the periods indicated. Such operating data and information are accurate and
complete with respect to such periods. Subsequent to such periods, there have
been no adverse changes in the volumes of liquids fractionated in the
Transferred Assets and Seller has no knowledge of any fact or circumstance which
would result in a material decrease in such volumes.

5.7 TAXES. Except as set forth in Section 5.7 of the Disclosure
Letter:

(a) all Taxes assessed and due and owing against the
Transferred Assets or the operation thereof on or before the Effective
Time have been or will be timely paid in full on or before the Closing
Date; and

(b) all withholding Tax and Tax deposit requirements imposed
on Seller and applicable to the Transferred Assets or the operation
thereof for any and all periods prior to and including the Effective
Time have been or will be timely satisfied in full on or before the
Closing Date.

5.8 NO VIOLATIONS OR LITIGATION.

(a) Seller has not violated, and the consummation of the
transactions contemplated hereby will not cause any violation of, any
order of any Governmental Authority or any law, ordinance, regulation,
order, requirement, statute, rule, permit, concession, grant,
franchise, license or other governmental authorization relating or
applicable to the ownership or operation of any of the Transferred
Assets or that would have a Material Adverse Effect.

(b) Except as set forth in Section 5.8(b) of the Disclosure
Letter, there is no Claim, including no governmental investigation or
examination, or any change in any zoning or building ordinance pending
or, to Seller's knowledge, threatened against or affecting any of the
Transferred Assets or the ownership or operation of such assets, at law
or in equity, before or by any Governmental Authority and no basis
exists for any such Claim.

5.9 NO ADVERSE CHANGES OR EVENTS. Since December 31, 1997, the
Transferred Assets have been consistently operated only in the ordinary course,
consistent with past practices, and there has not been:

(a) any adverse change in the financial condition, assets,
liabilities (contingent or otherwise), results of operations or
prospects of the Transferred Assets except for the changes that in the
aggregate have not had a Material Adverse Effect, or any occurrence,
circumstance or combination thereof that

-15-
20

might reasonably be expected to have a Material Adverse Effect before
or after the Effective Time;

(b) any damage, destruction or loss, whether or not covered by
insurance, adversely affecting the Transferred Assets;

(c) any mortgage, pledge or creation of any Lien (other than a
Permitted Encumbrance) with respect to any of the Transferred Assets;

(d) any sale, transfer or other disposition of any of the
Transferred Assets ;

(e) any material change in the customary methods used in
operating the Transferred Assets;

(f) any change in the data required to be set forth on any
Exhibit or Schedule to this Agreement, or any other event or condition
of any character whatsoever pertaining to the Transferred Assets that
has had or reasonably may be expected to have a Material Adverse
Effect; or

(g) any adverse change in the Producer's Contracts which, in
the aggregate, might reasonably be expected to have a Material Adverse
Effect.

5.10 ENVIRONMENTAL MATTERS. Except as set forth in Section 5.10 of
the Disclosure Letter:

(a) There are no prior owners of the Transferred Assets.
Seller has not caused or allowed the generation, use, treatment,
storage, or disposal of Hazardous Materials at any site or facility
owned, leased or operated in connection with the ownership or operation
of the Transferred Assets except in accordance with all applicable
Environmental Laws or except to the extent the same would not have a
Material Adverse Effect or would not result in any liability,
contingent or otherwise, to Buyer or its Affiliates;

(b) To its knowledge, Seller does not own or lease any real
property, improvements or related assets that form a part of the
Transferred Assets that have been subject to the release of any
Hazardous Materials;

(c) To its knowledge, Seller has secured all Environmental
Permits necessary for the ownership or operation of the Transferred
Assets, and Seller is in compliance with the Environmental Permits;

(d) To its knowledge, Seller has not received any notice, nor
is it aware, of any proposal to amend, revoke or replace any
Environmental Permit relating to any of the Transferred Assets, or
requiring the issuance of any additional Environmental Permit in
connection therewith;

-16-
21

(e) To its knowledge, Seller has not received inquiry or
notice nor does it have any reason to suspect or believe it will
receive inquiry or notice of any actual or potential Proceedings or
losses related to or arising under any Environmental Law;

(f) To its knowledge, Seller is not currently operating or
required to be operating under any compliance order, schedule, decree
or agreement, any consent decree, order or agreement, or corrective
action decree, order or agreement issued or entered into under any
federal, state or local statute, regulation or ordinance regarding the
environment or health or safety in the work place;

(g) Seller has not transported, arranged for the
transportation of or disposed of any substance in a manner that may
lead to claims against Buyer for clean-up costs, remedial work, damages
to natural resources or for personal injury claims, nor does it have
any knowledge of any other Person who has undertaken such activities
which may lead to such claims against Buyer; and

(h) Seller has conducted the operations of the Transferred
Assets in compliance with all applicable limitations, restrictions,
conditions, standards, prohibitions, requirements and obligations
established under Environmental Laws, except where such non-compliance
would not, either individually or in the aggregate, have a Material
Adverse Effect.

5.11 PRODUCT LIABILITY. To Seller's knowledge and except as
disclosed in Section 5.11 of the Disclosure Letter there are no facts or events
forming the basis of any present claim against Seller not fully covered by
insurance, except for deductibles and self-insurance retentions, for personal
injury or property damage alleged to be caused by products produced or services
rendered by or on behalf of Seller in connection with its ownership or operation
of the Transferred Assets.

5.12 NO UNTRUE STATEMENTS. This Agreement, the Exhibits and
Schedules hereto, and all other documents and certificates delivered to Buyer
and its representatives in connection with this Agreement or the transactions
contemplated hereby, do not and will not contain when delivered any untrue
statement of any material fact and do not and will not omit to state a material
fact necessary to make the statements contained herein or therein not
misleading. There is no material fact that has not been disclosed in writing to
Buyer by Seller that has or will have a Material Adverse Effect.

5.13 SELLER'S EMPLOYEE BENEFIT LIABILITIES. Buyer shall not be
liable or obligated under any employee benefit plan or for any other employee
benefits that may have been established by Seller for its employees. Without
limiting the generality of the foregoing, Seller acknowledges and agrees that
Buyer does not assume the sponsorship of, the responsibility of contributions
to, or any liabilities in connection with any employee benefit plan maintained
by Seller for active employees, retirees, former employees, their beneficiaries
or any other person, including any employee pension benefit plan within the
meaning of section 3(2) of ERISA, employee welfare plan within the meaning of
section 3(1) of ERISA and any personnel policy, stock option plan, bonus plan or
arrangement, incentive award plan or arrangement, vacation

-17-
22

policy, severance pay plan, policy or agreement, deferred compensation
agreement, executive compensation or supplemental income arrangement, consulting
agreement, employment agreement and each other employee benefit plan, agreement,
arrangement, program, practice or understanding.

5.14 FINDER'S FEES. No investment banker, broker or finder has
acted directly or indirectly for Seller or any Affiliate of Seller in connection
with this Agreement or the transactions contemplated hereby. No other investment
banker, broker, finder or other Person is entitled to any brokerage or finder's
fee or similar commission in respect thereof based in any way on agreements,
arrangements or understandings made by or on behalf of Seller or any of its
Affiliates. Seller agrees to indemnify and hold Buyer harmless from and against
any and all claims, liabilities or obligations with respect to all fees,
commissions or expenses asserted by any Person on the basis of any act,
statement, agreement or commitment alleged to have been made by Seller or any of
its Affiliates with respect to any such fee, expense or commission.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER

6.1 CORPORATE MATTERS. Buyer is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Buyer has all requisite limited liability company power and authority
to enter into this Agreement and to perform its obligations under this
Agreement.

6.2 VALIDITY OF AGREEMENT; NO CONFLICT. This Agreement has been
duly authorized, executed and delivered by Buyer and is a legal, valid and
binding obligation of Buyer, enforceable against it in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws from time to time in
effect that affect creditors' rights generally and by legal and equitable
limitations on the availability of specific remedies. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
by Buyer will not violate any provision of, or constitute a default under, any
contract or other agreement to which Buyer is a party or by which it is bound,
or conflict with its Limited Liability Company Agreement.

6.3 FINDER'S FEE. No investment banker, broker or finder has acted
directly or indirectly for Buyer or any Affiliate of Buyer in connection with
this Agreement or the transactions contemplated hereby. No other investment
banker, broker, finder or other Person is entitled to any brokerage or finder's
fee or similar commission in respect thereof based in any way on agreements,
arrangements or understandings made by or on behalf of Buyer or any of its
Affiliates. Buyer agrees to indemnify and hold Seller harmless from and against
any and all claims, liabilities or obligations with respect to all fees,
commissions or expenses asserted by any Person on the basis of any act,
statement, agreement or commitment alleged to have been made by Buyer or any of
its Affiliates with respect to any such fee, expense or commission.

-18-

ARTICLE VII

CONDITIONS PRECEDENT

7.1 CONDITIONS TO OBLIGATIONS OF BUYER AT CLOSING. The obligation
of Buyer to purchase the Transferred Assets as contemplated hereby is, at the
option of Buyer, subject to the satisfaction on or before the Closing Date of
the conditions set forth below, any of which may be waived by Buyer in writing;
provided, that Buyer's election to proceed with the Closing of the transactions
contemplated hereby shall not be deemed a waiver of any breach of any
representation, warranty, covenant or agreement herein, whether or not known to
Seller or existing on the Closing Date, and the action shall not prejudice
Buyer's right to recover damages for any breach.

(a) Representations, Warranties and Covenants. Seller shall
have performed, satisfied, and complied in all material respects with
all covenants, agreements, and conditions required by this Agreement to
be performed, satisfied, or complied with by it on or before the
Closing, and all representations and warranties of Seller contained in
this Agreement or in any certificate, document, instrument or writing
delivered to Buyer by or on behalf of Seller under this Agreement shall
be true and correct on and as of the Closing Date with the same force
and effect as though they had been made on the Closing Date, and Buyer
shall have received a certificate, dated as of the Closing Date, signed
by a duly authorized officer of Seller certifying the same.

(b) Resolutions. Buyer shall have received a certificate,
dated as of the Closing Date, signed by Seller's Secretary or Assistant
Secretary certifying (i) the accuracy and completeness of the copies
of, as well as the current effectiveness of, the resolutions to be
attached thereto of the Board of Directors of Seller authorizing the
execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein, (ii) the
incumbency of the officers executing this Agreement on behalf of Seller
and any documents to be executed and delivered by Seller at the
Closing, and (iii) that attached to the certificate are true and
correct copies of the charter documents and Bylaws of Seller, as in
force and effect on the Closing Date.

(c) Good Standing. Seller shall have delivered to Buyer
certificates issued by appropriate Governmental Authorities evidencing
the good standing and existence of Seller, as of a date not more than
thirty (30) calendar days prior to the Closing Date, in Colorado.

(d) Instruments of Transfer. Seller shall have executed,
acknowledged and delivered to Buyer the Conveyance Documents, in form
and substance reasonably satisfactory to Buyer, as shall be necessary
or reasonably desirable to vest in Buyer all right, title and interest
in and to the Transferred Assets.

(e) No Adverse Effect. There shall have been no Material
Adverse Effect .

-19-
24

(f) Consents. All consents, licenses and approvals from all
third Persons necessary or appropriate for Buyer to consummate the
transactions contemplated by this Agreement, including those listed in
Section 5.3(a) of the Disclosure Letter, shall have been received.

(g) Delivery of Other Agreements. Seller shall have executed
and delivered to Buyer all other Purchase Documents to which it is a
party.

(h) No Litigation. No Proceeding that is meritorious in the
opinion of counsel to Buyer shall have been instituted or threatened
relating to this Agreement or the transactions contemplated hereby, and
no Governmental Authority shall have taken any other action to
challenge or delay the transactions contemplated hereby.

(i) HSR Act. Any required waiting period under the HSR Act
shall have expired or early termination shall have been granted with
respect to such periods.

7.2 CONDITIONS TO OBLIGATIONS OF SELLER AT CLOSING. The obligation
of Seller to transfer the Transferred Assets as contemplated hereby is, at the
option of Seller, subject to the satisfaction on or before the Closing Date of
the conditions set forth below, any of which may be waived by Seller in writing;
provided, however, Seller's election to proceed with the Closing of the
transactions contemplated hereby shall not be deemed a waiver of any breach of
any representation, warranty or covenant herein, whether or not known to Seller
or existing on the Closing Date, and the action shall not prejudice Seller's
right to recover damages for any breach.

(a) Representations, Warranties and Covenants. Buyer shall
have performed, satisfied, and complied in all material respects with
all covenants, agreements, and conditions required by this Agreement to
be performed, satisfied, or complied with by it on or before the
Closing, and the representations and warranties of Buyer in this
Agreement or in any certificate, document, instrument or writing
delivered to Seller by or on behalf of Buyer under this Agreement shall
be true and correct on and as of the Closing Date with the same force
and effect as though they had been made on the Closing Date, and Seller
shall have received a certificate, dated as of the Closing Date, signed
by the President or a Vice President of Buyer certifying the same.

(b) Resolutions. Seller shall have received a certificate,
dated as of the Closing Date, signed by Buyer's Secretary or Assistant
Secretary certifying (i) the accuracy and completeness of the copies
of, as well as the current effectiveness of, the resolutions to be
attached thereto of the Board of Directors of Buyer authorizing the
execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein, (ii) the
incumbency of the officers executing this Agreement on behalf of Buyer
and any documents to be executed and delivered by Buyer at the Closing,
and (iii) that attached to the certificate are true and correct copies
of the charter documents of Buyer, as in force and effect on the
Closing Date.

-20-
25

(c) Good Standing. Buyer shall have delivered to Seller
certificates issued by appropriate Governmental Authorities evidencing
the good standing and existence of Buyer, as of a date not more than
thirty (30) calendar days prior to the Closing Date, in Colorado and
Delaware. To the extent provided for under applicable law, Buyer shall
also have delivered to Seller certificates or other writings issued by
appropriate Governmental Authorities evidencing that all applicable
state franchise Taxes have been paid.

(d) Delivery of Other Agreements. Buyer shall have executed
and delivered to Seller all other Purchase Documents to which it is a
party.

(e) No Litigation. No Proceeding that is meritorious in the
opinion of counsel to Seller shall have been instituted or threatened
relating to this Agreement or the transactions contemplated hereby, and
no Governmental Authority shall have taken any other action to
challenge or delay the transactions contemplated hereby.

(f) Consents. All consents, licenses and approvals from all
third Persons necessary or appropriate for Seller to consummate the
transactions contemplated by this Agreement, including those listed in
Section 5.3(a) of the Disclosure Letter, shall have been received.

(g) HSR Act. Any required waiting period under the HSR Act
shall have expired or early termination with respect to such period
shall have been granted.

(h) Purchase Price. Buyer shall have delivered to Seller on
the Closing Date the Purchase Price in accordance with Section 2.3.

ARTICLE VIII
HSR FILING; ACCESS TO INFORMATION BY BUYER; MATTERS PENDING CLOSING

8.1 HSR Filing. Each Party shall (i) file on or before March 31,
1998 with the Department of Justice ("DOJ") and the Federal Trade Commission
("FTC") the notification and report form required for the transactions
contemplated hereunder by the HSR Act, requesting early termination of the
waiting period thereunder, (ii) respond promptly to any inquiries from the DOJ
or the FTC in connection with such filings and (iii) comply in all material
respects with the requirements of the HSR Act. Subject to regulatory
constraints, Seller and Buyer shall cooperate with each other and promptly
furnish all information to the other Party that is necessary in connection with
the Parties' compliance with the HSR Act. Seller and Buyer shall coordinate
their initial filing of the notification and report form so that such filings
are made simultaneously. Seller and Buyer shall each keep the other Party fully
advised with respect to any requests from or communications with the DOJ or FTC
and shall consult with the other Party with respect to all filings and responses
thereto.

8.2 PRIOR TO CLOSING. Until the Closing, during normal business
hours, Seller will allow Buyer and its employees, officers, accountants,
attorneys, agents, investment bankers and

-21-
26

other authorized representatives to examine all financial, operating and other
data and information relating to the ownership and operation of the Transferred
Assets as Buyer shall from time to time reasonably request and will afford Buyer
and its employees, officers, accountants, attorneys, agents and other authorized
representatives access to Seller's offices, properties, books, records,
contracts and documents and will be given the opportunity to ask questions of,
and receive answers from, representatives of Seller with respect to the Business
and the Transferred Assets. No investigations by Buyer or its employees,
representatives or agents shall reduce or otherwise affect the obligation or
liability of Seller with respect to any representations, warranties, covenants
or agreements made herein or in any Exhibit, Schedule or other certificate,
instrument, agreement or document executed and delivered in connection with this
Agreement. Each Party will cooperate with the other Party and its employees,
officers, accountants, attorneys, agents and other authorized representatives in
the preparation of any documents or other materials that may be required by any
Governmental Authority.

8.3 PUBLIC ANNOUNCEMENTS. Until the Closing or termination hereof,
Buyer and Seller will consult in advance on the necessity for, and the timing
and content of, any communications to be made to the public and, subject to
legal constrains, to the form and content of any application or report to be
made to any Governmental Authority that relates to the transactions contemplated
by this Agreement and, except with respect to public announcements or
disclosures that are, in the opinion of the Party proposing to make the
announcement or disclosure, legally required to be made, all public
announcements and disclosures shall require the consent of Buyer and Seller,
which consent shall not be unreasonably withheld.

8.4 ACTIONS PENDING CLOSING. From the date hereof until the
Closing, except as contemplated by this Agreement, Seller represents, warrants
and covenants that, unless the prior written consent of Buyer is obtained, it
will not take any direct or indirect action that would result in a violation of
any of the following:

(a) Seller will operate the Transferred Assets diligently and
in the usual, regular and ordinary manner.

(b) Seller will not enter into or modify any contract or
commitment not in the usual and ordinary course of its business
consistent with past business practices, including without limitation,
the Producer Contracts, or engage in any transaction not in the usual
and ordinary course of its business consistent with past business
practices that would have an adverse effect on the throughput of
volumes through the Transferred Assets.

(c) Seller will not enter into any contract or commitment for
the purchase of merchandise that would require any payment by Buyer
after the Closing.

(d) Seller will not:

(i) create, assume or permit to exist any Lien upon any of
the Transferred Assets, whether now owned or hereafter
acquired;

-22-
27

(ii) sell, assign, lease or otherwise transfer or dispose
of any of the Transferred Assets; or

(iii) enter into any transaction, contract or commitment
that, by reason of its size or otherwise, affects the
Transferred Assets and is not in the ordinary course of
business as customarily and now conducted.

(e) All tangible property of Seller that constitute part of
the Transferred Assets will be maintained in good working order,
condition and repair, ordinary wear and tear excepted, in accordance
with past practice, and in compliance with all applicable agreements,
laws and regulations.

(f) Seller will maintain insurance on the Transferred Assets
in accordance with Seller's past practices and will not permit any
insurance policy naming it as a beneficiary or a loss payee to be
canceled or terminated or any of the coverage thereunder to lapse
unless simultaneously with such termination or cancellation replacement
policies providing substantially the same coverage are in full force
and effect.

(g) To the extent related to the ownership and operation of
the Transferred Assets, Seller will maintain its books, accounts and
records in the usual, regular and ordinary manner, on a basis
consistent with prior years and in a businesslike manner in accordance
with sound commercial practice, and will not introduce any method of
accounting inconsistent with that used in prior periods, and will
comply with all laws applicable to it and to the conduct of its
business.

(h) To the extent related to the ownership and operation of
the Transferred Assets, Seller will timely file all Tax Returns and all
reports required to be filed with any federal, state or local
governmental agency or regulatory body.

(i) Seller will not enter into any transaction, make any
agreement or commitment or take any other action that would result in
any of the representations or warranties contained in this Agreement
not being true and correct as of the Closing Date.

ARTICLE IX
NONCOMPETITION AGREEMENT

9.1 NONCOMPETITION COVENANT. Seller agrees that, for a period
beginning on the Effective Time and ending on the earlier of termination of the
Frac Agreement or the twentieth (20th) anniversary of the Effective Time,
neither it nor any of its Affiliates will engage or participate in, or carry on,
directly or indirectly, either as proprietor, partner, stockholder, agent,
consultant, advisor, trustee, Affiliate or otherwise, whether or not for
compensation, the ownership or operation of any natural gas liquid fractionation
facilities (other than the Transferred Assets pursuant to the O&M Agreement)
which frac natural gas liquids produced from the Dedicated Lands.

-23-
28

9.2 REASONABLENESS OF COVENANT. Seller acknowledges that the
covenant provided in Section 9.1 hereof is manifestly reasonable on its face and
is no more restrictive than is required for the protection of Buyer in its
acquisition and operation of the Transferred Assets in that such covenant is
given in consideration for Buyer's performance of its obligations under this
Agreement and the other agreements called for herein. In the event the
provisions of Section 9.1 should ever be deemed to exceed the time and
geographic limitations permitted by applicable law, then such provisions shall
be reformed to the maximum time or geographic limitations permitted by
applicable law.

9.3 INJUNCTIVE RELIEF. It is specifically understood and agreed
that any breach or threatened breach of the provisions of Section 9.1 hereof is
likely to result in irreparable harm to Buyer and that an action at law for
damages alone will be an inadequate remedy for such breach or threatened breach,
and that Buyer would suffer irreparable harm in the event Seller fails to comply
with its obligations hereunder. Therefore, in addition to any other remedy that
may be available to it, Buyer shall be entitled to enforce the specific
performance of Section 9.1 by Seller and to seek both temporary and permanent
injunctive relief (to the extent permitted by law) without the necessity of
proving actual damages, and such other relief as the court may allow. The
provisions of Article XV shall not be applicable to this Article IX or to the
enforcement of its provisions.

ARTICLE X
ADDITIONAL AGREEMENTS

10.1 DELIVERY OF CORPORATE DOCUMENTS. Seller shall deliver to Buyer
a copy of all Records, including computer disks reflecting any books or records,
documents or other papers, or other information or data relating to the
ownership or operation of the Transferred Assets stored on any electronic media,
including computers. Seller agrees that, Buyer and its authorized
representatives, upon the execution of Seller's standard confidentiality
agreement, shall have the right to inspect and, at Buyer's expense, copy, at any
time during regular business hours for any proper purpose, the corporate,
accounting, auditing and tax books, records (including work papers) and other
books and records relating to the ownership and operation of the Transferred
Assets as are retained by Seller or its Affiliates.

10.2 FURTHER ASSURANCES. Seller shall execute, acknowledge and
deliver or cause to be executed, acknowledged and delivered to Buyer at Closing
the Conveyance Documents and other instruments of transfer, assignment and
conveyance, in form and substance satisfactory to counsel for Buyer, as shall be
necessary or desirable to vest in Buyer all the right, title and interest in and
to the Transferred Assets free and clear of all Liens (including the release of
all Liens of record) and shall use commercially reasonable efforts to cause to
be taken the other action as Buyer reasonably may require to more effectively
implement and carry into effect the transactions contemplated by this Agreement.

10.3 COOPERATION AFTER CLOSING.

(a) Seller and Buyer shall cooperate with each other during
the period ending twenty (20) years after the Closing in clearing the
title to any of the Transferred Assets to Buyer pursuant hereto if
Seller's title to any such property

-24-
29

as of the Closing Date, shall be defective, not marketable or
nonassignable. In this connection, Seller shall take all commercially
reasonable action, including the furnishing of documents and evidences
of title and assistance in the preparation and trial of any necessary
litigation, to clear title to any the property, all of which shall be
at the expense of Seller.

(b) For the greater of five years from the Closing Date and
the period as may be required by any statute, regulation or
Governmental Authority or any then pending litigation, Buyer shall
permit Seller and its representatives reasonable access to the Records
that are transferred to Buyer in connection herewith in anticipation
of, or preparation for, existing or future litigation or any Tax audit
which Seller or any of its Affiliates is involved and which is related
to the Business or the Transferred Assets, during regular business
hours and upon reasonable notice at Buyer's principal places of
business or at any location where the Records are stored; provided that
(i) any access shall be had or done in a manner so as to not interfere
with the normal conduct of the Business, (ii) Buyer shall not be
required to provide access to any confidential record or records, the
disclosure of which would violate any statute or regulation or
applicable confidentiality agreement with any Person, and (iii) Buyer
shall not be required to provide access to any confidential record or
records, the disclosure of which would cause Buyer or any of its
Affiliates to waive its attorney-client privilege or attorney work
product privilege.

(c) For the greater of five years from the Closing Date and
the period as may be required by any statute, regulation or
Governmental Authority or any then pending litigation, Seller shall
permit Buyer and its representatives reasonable access to the general
business records and files of Seller in anticipation of, or preparation
for, existing or future litigation or any Tax audit in which Buyer or
any of its affiliates is involved and which is related to the Business
or the Transferred Assets, during regular business hours and upon
reasonable notice at Seller's principal places of business or at any
location where the records or files are stored; provided that (i) any
access shall be had or done in a manner so as to not interfere with the
normal conduct of Seller's business, (ii) Seller shall not be required
to provide access to any confidential record or records, the disclosure
of which would violate any statute or regulation or applicable
confidentiality agreement with any Person, and (iii) Seller shall not
be required to provide access to any confidential records or files, the
disclosure of which would cause Seller or any of its Affiliates to
waive its attorney-client privilege or attorney work product privilege.

10.4 CONTINUATION OF OPERATIONS; RIGHT OF FIRST REFUSAL.

(a) Nothing in this Agreement, in any Exhibit or Schedule
hereto, or in any agreement, instrument or other document executed or
delivered in connection with this Agreement shall require Buyer to
continue its business or operations or to manage and operate the
Transferred Assets. Seller acknowledges and agrees that Buyer, in its
sole discretion, may continue, manage, modify or discontinue its
operations, liquidate or otherwise change or cease its operations.

-25-
30

(b) Notwithstanding the foregoing, should Buyer elect to
discontinue, liquidate, materially change or cease operation of the
Transferred Assets, it will give Seller at least ninety (90) days prior
written notice thereof, and Seller shall have a period of thirty (30)
days after receipt of Buyer's notice to deliver a written notice to
Buyer that it elects to acquire the Transferred Assets. If Seller
elects to acquire the Transferred Assets, Buyer shall, upon receipt of
payment from Seller of the fair market value (as defined below) of the
Transferred Assets, convey the same to Seller free and clear of all
Liens and Claims created by, through or under Buyer. For purposes of
this Section 10.4, "fair market value" shall be the fair market value
of the Transferred Assets as of the date of the notice from Buyer and
as determined by an independent appraiser acceptable to both parties,
such acceptance not to be unreasonably withheld. Such independent
appraiser shall be someone with at least ten years experience in the
gas processing industry.

(c) Should Buyer wish to sell or otherwise transfer the
Transferred Assets or to sell or otherwise transfer such assets
together with the Frac Agreement, the O&M Agreement, the Lease
Agreement and/or the Sublease Agreement (collectively the "Project
Agreements") either directly or indirectly through a merger,
consolidation, amalgamation or otherwise, or should Buyer receive an
offer, to purchase any of the Transferred Assets and/or the Project
Agreements, whether directly or indirectly through a merger,
consolidation, amalgamation or otherwise, which offer Buyer wishes to
accept, Buyer shall furnish to Seller in writing the material
provisions of such proposed sale, transfer or purchase (the "Offer
Notice"). Seller shall have thirty (30) days after receipt of the Offer
Notice to give written notice of its election to acquire such assets
and/or agreements described in the Offer Notice for the consideration
and subject to the terms and conditions set forth in the Offer Notice.
If Seller fails to respond within such thirty (30) day period or elects
not to acquire such assets and/or agreements, Buyer shall be free for a
period of six (6) months from the end of such thirty (30) day period to
transfer the Transferred Assets and/or the Project Agreements, as may
be the case, for consideration and under terms and conditions no less
favorable to Buyer than those set forth in the Offer Notice.

(d) Notwithstanding the foregoing provisions of this Section
10.4, Buyer shall be free to sell or otherwise transfer the Transferred
Assets and/or the Subject Agreements to any Affiliate of either Buyer
or Seller with no obligation to advise Seller of such sale or transfer
and without the creation of the rights provided Seller in this Section
10.4.

(e) Any purchase by Seller under this Section 10.4 shall close
within sixty (60) days of Seller's notice of acceptance. Such period of
time shall be extended as reasonably necessary to obtain all required
regulatory approvals, if any. Buyer and Seller shall use all reasonable
efforts to effectuate any such transfer. The failure of Seller to close
within such time period, unless due to the fault of Buyer, shall permit
Buyer to sell or transfer the assets in question without obligation to
Seller.

(f) In the event of a sale or transfer to Seller pursuant to
10.4(b) or (c), both Parties will be released from all obligations
under the Project Documents except for

-26-
31

those that continue beyond termination of their respective agreement,
and Seller shall be released from the obligations of Article IX hereof.

10.5 Additional Undertakings. Seller will deliver to Buyer,
sufficiently prior to the Closing Date so that Buyer may have reasonable
opportunity to inspect same, a true and correct, detailed list of (i) all
permits and other items described in Section 5.3(b), and (ii) all items
comprising the Transferred Assets, each list providing such information as Buyer
may reasonably request. Additionally, Seller will deliver to Buyer within six
(6) months of the Closing Date a list of all Producer Contracts in effect as of
the Effective Date, including accurate and complete information with respect to
the contract number, date, contract parties, term of agreement and whether such
Producer Contract provides for fractionation of liquids by Seller or an
Affiliate for each such contract.

10.6 Identification of Buyer's Property. Seller will cooperate with
Buyer in permitting Buyer to place appropriate signs or other notices on the
Transferred Assets to indicate ownership of such assets by Buyer. Such signs or
other notices shall be reasonable in terms of size and location.

10.7 Interim Operations. During the period beginning on the
Effective Date and ending on the Closing Date, Seller agrees that it will
operate the Transferred Assets as called for by the O&M Agreement as if such
agreement were in effect. The Parties agree that during this interim operating
period the Parties will receive the economic benefit of such operations of the
Transferred Assets as fully and completely as if the Purchase Documents were in
effect. Should the Closing not occur, however, the operations of the Transferred
Assets during this interim period shall be solely for the account of Seller.

ARTICLE XI
INDEMNIFICATION

11.1 SELLER'S INDEMNITY. Assuming the Closing occurs and subject to
the provisions of this Article XI, Seller agrees to indemnify, defend and hold
Buyer and its Affiliates and their respective officers, directors, shareholders,
unitholders, members, managers, agents, employees, representatives, successors
and assigns (said persons being sometimes referred to in this Section 11.1 as
"Buyer Indemnitees") harmless from and against and in respect of any Claims and
Losses (collectively the "Buyer's Damages"), arising out of or resulting from,
and shall pay the Buyer Indemnitees the full amount of Buyer's Damages that
Buyer Indemnitees may be obligated to pay on account of:

(a) any misrepresentation, breach of warranty or failure to
perform any covenant or agreement made or undertaken by Seller in this
Agreement or any misrepresentation in or omission from any other
agreement, certificate, Schedule, Exhibit or writing delivered to Buyer
pursuant to this Agreement;

(b) the Retained Liabilities; or

(c) The ownership or operation of the Transferred Assets , or
the creation, existence or occurrence of any fact or event on or prior
to the Effective Time related to the operation of the Transferred
Assets.

-27-
32

11.2 ENVIRONMENTAL INDEMNIFICATION. Assuming the Closing occurs,
Seller agrees to indemnify, defend and hold each Buyer Indemnitee harmless from
and against and in respect of any and all Environmental Liabilities that may be
imposed upon or incurred by Buyer, arising out of or in connection with (a) the
acts or omissions of any Person prior to the Effective Time relating to the
ownership or operation of the Transferred Assets, or any business conducted at
the Plants; (b) any act or omission of Seller relating to the Plants (other than
an act or omission by Buyer in the operation of the Transferred Assets after the
Effective Time, but excluding Buyer's failure to detect or remedy any existing
environmental conditions or any Environmental Liabilities existing on or prior
to the Effective Time); or (c) any breach by Seller of a representation or
warranty contained in Section 5.10 (collectively, "Environmental Losses").

11.3 BUYER'S INDEMNITY. Assuming the Closing occurs and subject to
the provisions of this Article XI and the provisions of the other Purchase
Documents (the indemnification provisions of which shall control over the
provisions of this Section 11.3), Buyer agrees to indemnify, defend and hold
Seller and its Affiliates and their respective officers, directors,
shareholders, unitholders, members, managers, agents, employees,
representatives, successors and assigns (said persons being sometimes referred
to in this Section 11.3 as the "Seller Indemnitees") harmless from and against
any Claims and Losses (collectively "Seller's Damages"), arising out of or
resulting from, and shall pay the Seller Indemnitees the full amount of Seller's
Damages that the Seller Indemnitees may be obligated to pay on account of:

(a) any misrepresentation, breach of warranty or failure to
perform any covenant or agreement made or undertaken by Buyer in this
Agreement or any misrepresentation in or omission from any other
agreement, certificate, Schedule, Exhibit or writing delivered to
Seller pursuant to this Agreement;

(b) The ownership or operation of the Transferred Assets, or
the creation, existence or occurrence of any fact or event subsequent
to the Effective Time related to the operation of the Transferred
Assets; or

(c) Any and all Environmental Liabilities that may be imposed
upon or incurred by Seller, arising out of or in connection with the
acts or omissions of any Person (other than Seller) on and after the
Effective Time relating to the Transferred Assets,

11.4 PROCEDURE. All claims for indemnification by a party under
this Article XI (the party claiming indemnification and the party against whom
such claims are asserted being hereinafter called the "Indemnified Party" and
the "Indemnifying Party", respectively) shall be asserted and resolved as
follows:

(a) In the event that any Claim for which an Indemnifying
Party would be liable to an Indemnified Party hereunder is asserted
against or sought to be collected from such Indemnified Party by a
third party, such Indemnified Party shall, within 45 calendar days of
the receipt thereof, give notice (the "Claim Notice") to the
Indemnifying Party of such Claim, specifying the nature of and specific
basis for such Claim and the amount or the estimated amount thereof to
the extent then feasible, which estimate shall not be binding upon the
Indemnifying Party in its effort to collect the final amount of such
Claim. The failure to give any such notice shall not affect the

-28-
33

rights of the Indemnified Party to indemnification hereunder unless the
Indemnified Party has proceeded to contest, defend or settle the Claim
with respect to which it has failed to give prior notice to the
Indemnifying Party. Additionally, to the extent the Indemnifying Party
is prejudiced thereby, the failure to so notify the Indemnifying Party
of any such Claims shall relieve the Indemnifying Party from liability
that it may have to the Indemnified Party under the indemnification
provisions contained in this Article XI, but only to the extent of the
loss directly attributable to such failure to notify, and shall not
relieve the Indemnifying Party from any liability that it may have to
the Indemnified Party otherwise than under this Article XI.

(b) The Indemnifying Party shall be given the opportunity, at
its cost and expense, to contest and defend by all appropriate legal
proceedings any Claim with respect to which it is called upon to
indemnify the Indemnified Party under the provisions of this Agreement;
provided, however, that notice of the intention so to contest and
defend shall be delivered by the Indemnifying Party to the Indemnified
Party within thirty (30) days following receipt of the notice provided
for in Section 11.4(a) above. If the Indemnifying Party does not give
notice to the Indemnified Party of its election to contest and defend
any such Claim within such period then the Indemnifying Party shall be
bound by the result obtained with respect thereto by the Indemnified
Party and shall be responsible for all costs incurred in connection
therewith. The Claim which the Indemnifying Party elects to contest and
defend may be conducted in the name and on behalf of the Indemnifying
Party or the Indemnified Party as may be appropriate. Such Claim shall
be conducted by counsel employed by the Indemnifying Party who shall be
reasonably satisfactory to the Indemnified Party, and the Indemnified
Party shall have the right to participate in such Claim and to be
represented by counsel of its own choosing at its cost and expense. If
the Indemnified Party joins in any such Claim, the Indemnifying Party
shall have full authority to determine all action to be taken with
respect thereto; provided that if the Indemnifying Party reserves its
rights with respect to its indemnification obligations under this
Agreement as to such Claim, then the Indemnified Party shall have the
full authority to determine all action to be taken with respect
thereto. At any time after the commencement of defense of any Claim,
the Indemnifying Party may request the Indemnified Party to agree in
writing to the abandonment of such contest or to the payment or
compromise by the Indemnifying Party of the asserted Claim, provided
the Indemnifying Party agrees in writing to be solely liable for all
losses relating to such Claim; whereupon such action shall be taken
unless the Indemnified Party determines that the contest should be
continued and notifies the Indemnifying Party in writing within fifteen
(15) days of such request from the Indemnifying Party. In the event
that the Indemnified Party determines that the contest should be
continued, the amount for which the Indemnifying Party would otherwise
be liable hereunder shall not exceed the amount which the Indemnifying
Party had agreed to pay in payment or consideration of such Claim,
provided the other party to the contested Claim had agreed in writing
to accept such amount in payment or compromise of the Claim as of the
time the Indemnifying Party made its request therefor to the
Indemnified Party, and further provided that, under such proposed
compromise, the Indemnified Party would be fully and completely
released from any further liability or obligation with respect to the
matters which are the subject of such contested Claim.

-29-
34

(c) If requested by the Indemnifying Party, the Indemnified
Party agrees, at the Indemnifying Party's expense, to cooperate with
the Indemnifying Party and its counsel in contesting any Claim that the
Indemnifying Party elects to contest, or, if appropriate and related to
the Claim in question, in making any counterclaim against the person
asserting the third party Claim, or any cross-complaint against any
person other than an affiliate of the Indemnified Party.

(d) If any Indemnified Party should have a Claim against the
Indemnifying Party hereunder that does not involve a Claim being
asserted against or sought to be collected from it by a third party,
the Indemnified Party shall send a Claim Notice with respect to such
Claim to the Indemnifying Party. If the Indemnifying Party disputes
such Claim, such dispute shall be resolved in the manner set forth in
Article XV hereof.

(e) The Indemnified Party agrees to afford the Indemnifying
Party and its counsel the opportunity, at the Indemnifying Party's
expense, to be present at, and to participate in, conferences with all
Persons, asserting any Action against the Indemnified Party and
conferences with representatives of or counsel for such Persons.

11.5 INDEMNIFICATION THRESHOLD. Neither Seller nor Buyer shall be
obligated to indemnify the other Party until the Buyer's Damages or Seller's
Damages, as may be the case, have exceeded in the aggregate $100,000, and then
such Indemnifying Party's obligation to indemnify shall apply only to such
excess amounts.

11.6 EXPRESS NEGLIGENCE. TO THE EXTENT A PARTY HEREUNDER IS
ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE XI, SUCH INDEMNIFICATION SHALL
APPLY NOTWITHSTANDING THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL OR OTHER ACT BY
THE PARTY TO BE SO INDEMNIFIED AND NOTWITHSTANDING SUCH ACT MAY OCCUR IN THE
FUTURE, IT BEING THE INTENT OF THE PARTIES HERETO THAT SUCH INDEMNIFICATION
SHALL APPLY TO ALL SUCH ACTS.

ARTICLE XII
TERMINATION

12.1 Efforts to Satisfy Conditions. Buyer and Seller agree to use
their commercially reasonable efforts to bring about the satisfaction of the
conditions specified in Article VII hereof.

12.2 Termination. The obligations to close the transactions
contemplated by this Agreement may be terminated by:

(a) mutual agreement of Buyer and Seller;

(b) Buyer, if a material default shall be made in the
observance or performance by Seller of any agreements and covenants of
Seller herein contained, or if there shall have been a breach by Seller
of any warranties and representations and the same is not cured within
thirty days after receipt of notice from Buyer;

-30-
35

(c) Seller, if a material default shall be made by Buyer in
the observance or performance by Buyer of any agreements and covenants
of Buyer herein contained, or if there shall have been a breach by
Buyer of any warranties and representations and the same is not cured
within thirty days after receipt of notice from Seller;

(d) Buyer, if Seller has been unable to satisfy all conditions
to the Closing set forth in Section 7.1 by June 1, 1998; or

(e) Seller, if Buyer has been unable to satisfy all conditions
to the Closing set forth in Section 7.2 by June 1, 1998.

12.3 LIABILITY UPON TERMINATION. If the obligation to close the
transactions contemplated by this Agreement is terminated pursuant to any
provision of Section 12.2, then neither party shall be under any liability to
the other party hereto other than as provided in Section 2.3(a) hereof;
provided, however, that nothing herein shall relieve any party from liability
for any breach of or default under this Agreement occurring prior to such
termination. Except as set forth in this Section 12.3, the rights of the parties
shall not terminate upon the failure to close the transactions contemplated
hereby. Buyer shall have the right to specific performance if the Agreement is
not otherwise terminated.

ARTICLE XIII

NATURE OF STATEMENTS AND SURVIVAL
OF COVENANTS, REPRESENTATIONS,
WARRANTIES AND AGREEMENTS

All statements of fact contained in any written statement, certificate,
instrument or document delivered by or on behalf of Seller or Buyer pursuant to
this Agreement or in connection with the transactions contemplated hereby shall
be deemed representations and warranties of Seller or Buyer, respectively. All
representations, warranties, covenants and agreements made by the Parties in
this Agreement or pursuant hereto shall survive the Closing without limit,
except as hereinafter provided, notwithstanding any investigation heretofore or
hereafter made by or on behalf of any of them and shall not be deemed merged
into any instruments or agreements delivered at Closing. All representations and
warranties of the Parties shall survive until the tenth anniversary of the
Effective Time.

ARTICLE XIV
EXPENSES

Except as otherwise set forth herein, and whether or not the
transactions contemplated by this Agreement shall be consummated, each Party
agrees to pay, without right of reimbursement from any other Party, the costs
incurred by the Party incident to the preparation and execution of this
Agreement and performance of its obligations hereunder, including the fees and
disbursements of legal counsel, accountants and consultants employed by the
Party in connection with the transactions contemplated by this Agreement.

-31-
36

Notwithstanding the foregoing, each Party agrees to share equally the filing fee
for filings made pursuant to the HSR Act.

ARTICLE XV
DISPUTES

15.1 Negotiation. In the event of any controversy or claim, whether
based in contract, tort or otherwise, arising out of or relating to this
Agreement or the scope, breach, termination or validity of this Agreement (a
"Claim"), the Parties shall promptly seek to resolve any such Claim by
negotiations between senior executives of the Parties who have authority to
settle the Claim. When a Party believes there is a Claim under this Agreement,
that Party will give the other Party written notice of the Claim. Within thirty
(30) days after receipt of such notice, the receiving Party shall submit to the
other a written response. Both the notice and response shall include (i) a
statement of each Party's position and a summary of the evidence and arguments
supporting its position, and (ii) the name, title, fax number, and telephone
number of the executive who will represent that Party. In the event the Claim
involves a claim arising out of the actions of any person or entity not a
signatory to this Agreement, the receiving Party shall have such additional time
as necessary, not to exceed an additional thirty (30) days, to investigate the
Claim before submitting a written response. The executives shall meet at a
mutually acceptable time and place within fifteen (15) days after the date of
the response and thereafter as often as they reasonably deem necessary to
exchange relevant information and to attempt to resolve the Claim. If one of the
executives intends to be accompanied at a meeting by an attorney, the other
executive shall be given at least five (5) working days' notice of such
intention and may also be accompanied by an attorney. All negotiations and
communications pursuant to this Article 15 shall be treated and maintained by
the Parties as confidential information and shall be treated as compromise and
settlement negotiations for the purposes of the Federal and State Rules of
Evidence .

15.2 Failure to Resolve. If the Claim has not been resolved within
sixty (60) days after the date of the response given pursuant to Section 15.1
above, or such additional time, if any, that the Parties mutually agree to in
writing, or if the Party receiving such notice denies the applicability of the
provisions of Section 15.1 or otherwise refuses to participate under the
provisions of Section 15.1, either Party may initiate binding arbitration
pursuant to the provisions of Section 15.3 below.

15.3 Arbitration. Any Claims not settled pursuant to the foregoing
provisions shall be submitted to binding arbitration in accordance with the
following provisions. Arbitration shall be the sole and exclusive remedy of the
Parties in connection with any Claims hereunder.

(a) The Party desiring to initiate arbitration in connection with
any Claim shall send, via certified mail, written notice of
demand of arbitration to the other Party and the name of the
arbitrator appointed by the Party demanding arbitration
together with a statement of the matter in controversy.

-32-
37

Judge for the District of Colorado or such other person
designated by such judge. The two arbitrators so selected
shall within fifteen (15) days after their designation select
a third arbitrator; provided, however, that if the two
arbitrators are not able to agree on a third arbitrator within
such 15-day period, either Party may request the Chief U.S.
District Court Judge for the District of Colorado or such
other person designated by such judge to select the third
arbitrator as soon as possible. In the event the Judge
declines to appoint an arbitrator, appointment shall be made,
upon application of either Party, pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. If
any arbitrator refuses or fails to fulfill his or her duties
hereunder, such arbitrator shall be replaced by the Party
which selected such arbitrator (or if such arbitrator was
selected by another Person, through the procedure which such
arbitrator was selected) pursuant to the foregoing provisions.

(d) Each arbitrator selected by the Parties shall be a certified
public accountant or licensed attorney with at least fifteen
(15) years of oil and gas experience as a certified public
accountant and/or practicing attorney. The arbitrators
selected by the Parties are not required to be neutral, but
the third arbitrator shall be neutral and shall be a certified
public accountant. If neither of the arbitrators appointed by
or on behalf of the Parties is a retired judge, then the third
arbitrator shall be a retired judge.

(e) The Parties hereto hereby request and consent to the three (3)
arbitrators conducting a hearing in Denver, Colorado no later
than sixty (60) days following their selection or thirty (30)
days after all prehearing discovery has been completed,
whichever is later, at which the Parties shall present such
evidence and witnesses as they may choose, with or without
counsel.

(f) Arbitration shall be conducted in accordance with the
Commercial Arbitration Rules and procedures of the American
Arbitration Association.

(g) The Federal Rules of Civil Procedure, as modified or
supplemented by the local rules of civil procedure for the
U.S. District Court of Colorado, shall apply in the
arbitration. The Parties shall make their witnesses available
in a timely manner for discovery pursuant to such rules. If a
Party fails to comply with this discovery agreement within the
time established by the arbitrators, after resolving any
discovery disputes, the arbitrators may take such failure to
comply into consideration in reaching their decision. All
discovery disputes shall be resolved by the arbitrators
pursuant to the procedures set forth in the Federal Rules of
Civil Procedure.

(h) Adherence to formal rules of evidence shall not be required.
The arbitrators shall consider any evidence and testimony that
they determine to be relevant.

(i) The Parties hereto hereby request that the arbitrators render
their decision within thirty (30) calendar days following
conclusion of the hearing.

-33-
38

(j) Any decision by a majority of the arbitration panel shall be
final, binding and non-appealable. Any such decision may be
filed in any court of competent jurisdiction and may be
enforced by any Party as a final judgment in such court. There
shall be no grounds for appeal of any arbitration award
hereunder.

(k) The defenses of statute of limitations and laches shall be
tolled from and after the date a Party gives the other Party
written notice of a Claim as provided in Section 15.1 above
until such time as the Claim has been resolved pursuant to
Section 15.1 , or an arbitration award has been entered
pursuant to Section 15.3.

15.4 Recovery of Costs and Attorneys' Fees. In the event
arbitration (or, despite the Parties agreement to the Claims through binding
arbitration, litigation) arising out of this Agreement is initiated by either
Party, the prevailing Party, after the entry of a final non-appealable order,
shall be entitled to recover from the other Party, as a part of said order, all
court costs, fees and expenses of such arbitration (or litigation), including,
without limitation, reasonable attorneys' fees.

15.5 Choice of Forum. If, despite the Parties' agreement to submit
any Claims to binding arbitration, there are any court proceedings arising out
of or relating to this Agreement or the transactions contemplated hereby, such
proceedings shall be brought and tried in the federal or state courts situated
in the City and County of Denver, Colorado.

15.6 Jury Waivers. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO
DEMAND A TRIAL BY JURY.

15.7 Limitation of Damages. WHETHER OR NOT OCCASIONED BY A DEFAULT
OR OTHER BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER
PARTY FOR SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS, OR
CONSEQUENTIAL DAMAGES.

15.8 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF COLORADO, WITHOUT REGARD TO ANY CONFLICT-OF-LAWS PROVISION
THEREOF THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION.

15.9 LIMITATION OF DAMAGES. WHETHER OR NOT OCCASIONED BY A DEFAULT
OR OTHER BREACH OF THIS FRAC AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR SPECIAL DAMAGES, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS, OR
CONSEQUENTIAL DAMAGES.

ARTICLE XVI
GENERAL PROVISIONS

16.1 FURTHER ASSURANCES. At any time or from time to time at and
after the Closing, each of the Parties shall, at the request of the other,
execute and deliver or cause to

-34-
39

be executed and delivered all the assignments, consents, documents and
instruments, and take or cause to be taken all the other reasonable actions as
may be necessary or desirable to more fully and effectively carry out the
intents and purposes of this Agreement.

16.2 NOTICES. All notices, requests, demands and other
communications required or permitted to be given under this Agreement shall be
deemed to have been duly given if in writing and delivered personally or sent
via first-class, postage prepaid, registered or certified mail (return receipt
requested), or by overnight delivery service or facsimile transmission addressed
as follows:

If to Seller:

Duke Energy Field Services, Inc.
▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: President

and copy to:

Duke Energy Field Services, Inc.
▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel

If to Buyer:

TEPPCO Colorado, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

-35-
40

and copy to:

Texas Eastern Products Pipeline Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Any Party may change the address to which the communications are to be
directed to it by giving notice to the other in the manner provided in this
Section 16.2. Notice by mail shall be deemed to have been given and received on
the third calendar day after posting. Notice by overnight delivery service,
facsimile transmission or personal delivery shall be deemed given on the date of
actual delivery.

16.3 GOVERNING LAW. This Agreement and the performance of the
transactions contemplated hereby shall be governed by and construed and enforced
in accordance with the laws of the State of Colorado, without regard to any
conflict-of-laws provision thereof that would otherwise require the application
of the law of any other jurisdiction.

16.4 ENTIRE AGREEMENT. This Agreement and the Exhibits hereto,
together with the other agreements, conveyance documents and other transfer
documents pursuant to which the Transferred Assets are to be transferred (the
"Transfer Documents"), the other Purchase Agreements and all certificates,
documents, instruments and writings that are delivered pursuant hereto and
thereto sets forth the entire agreement and understanding of the Parties with
respect of the transactions contemplated hereby and supersede all prior
agreements, arrangements and understandings relating to the subject matter
hereof. No representation, promise, inducement or statement of intention with
respect to the subject matter of this Agreement has been made by any Party that
is not embodied in this Agreement and Exhibits hereto, the other Purchase
Agreements, the Transfer Documents, the certificates, documents, instruments and
writings that are delivered pursuant hereto and thereto, and none of the Parties
shall be bound by or liable for any alleged representation, promise, inducement
or statement of intention not so set forth.

16.5 ASSIGNMENT. Neither Party to this Agreement may sell,
transfer, assign, pledge or hypothecate its rights, interests or obligations
under this Agreement without the consent of the other Party.

16.6 SUCCESSORS. This Agreement shall inure to the benefit of, be
binding upon, and be enforceable by the Parties hereto and their respective
successors and permitted assigns.

-36-
41

16.7 AMENDMENTS; WAIVER. This Agreement may be amended, superseded
or canceled, and any of the terms hereof may be waived, only by a written
instrument specifically stating that it amends, supersedes or cancels this
Agreement or waives any of the terms herein, executed by all Parties or, in the
case of a waiver, by the Party waiving compliance. The failure of any Party at
any time to require performance of any provision herein shall in no manner
affect the right at a later time to enforce the same. No waiver by any Party of
any condition, or of any breach of any term, covenant, representation or
warranty, shall be deemed or constitute a waiver of any other condition, or
breach of any other term, covenant, representation or warranty, nor shall the
waiver constitute a continuing waiver unless otherwise expressly provided.

16.8 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

16.9 WAIVER. The waiver of any breach of any term or condition of
this Agreement shall not be deemed to constitute the waiver of any other breach
of the same or any other term or condition.

16.10 SEVERABILITY. Any provision hereof that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

16.11 NO THIRD PARTY BENEFICIARIES. Except to the extent a third
party is expressly given rights herein, any agreement contained, expressed or
implied in this Agreement shall be only for the benefit of the Parties hereto
and their respective legal representatives, successors and assigns, and such
agreements shall not inure to the benefit of the obligees of any indebtedness of
any Party hereto, it being the intention of the Parties hereto that no person or
entity shall be deemed a third party beneficiary of this Agreement, except to
the extent a third party is expressly given rights herein.

16.12 NEGOTIATED TRANSACTION. The provisions of this Agreement were
negotiated by the Parties hereto, and this Agreement shall be deemed to have
been drafted by all of the Parties hereto.

-37-
42

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of
the date first set forth above.

SELLER:

DUKE ENERGY FIELD SERVICES, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Title: Senior Vice President
-----------------------------------

BUYER:

TEPPCO COLORADO, LLC.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Title: Manager
-----------------------------------

-38-

Disclosure Letter

Asset Purchase Agreement

between

Duke Energy Field Services, Inc.

and

TEPPCO Colorado, LLC

March 31, 1998
44

Section 5.3(a)
To the Disclosure Letter dated March 31, 1998

1. ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976.
45

Section 5.3(b)
To the Disclosure Letter dated March 31, 1998

To be completed prior to Closing Date.
46

Section 5.4(c)
To the Disclosure Letter dated March 31, 1998

This Section 5.4(c) is Intentionally left blank.
47

Section 5.5(a)
To the Disclosure Letter dated March 31, 1998

1. Spindle Lease Agreement.

2. Award of Arbitration between Nordic Petroleums, Inc.
(Claimant) and Natural Gas Associates, Inc, dated July 18,
1986.
48
SECTION 5.5(b)
To the Disclosure Letter dated March 31, 1998

WELD SYSTEM

GPA.001.K Acelte Oil
GPA.002.K ▇▇▇▇▇▇ Oil Company (was JRC)
GPA.003.K Buck Ltd.
GPA.005.K Sovereign Oil Co.
GPA.006.K Cody/▇▇▇▇▇▇▇
GPA.007.K Golden Buckeye (Combined w/GPA.001.L)
▇▇▇.▇▇▇.▇▇ MGF Oil (A1)
▇▇▇.▇▇▇.▇▇ Kauffman & ▇▇▇▇▇▇▇▇▇▇
▇▇▇.▇▇▇.▇▇ Rocky Mountain Production Co.
GPA.016.K Great Western Oil Co., Inc.
GPA.017.K Energy Minerals Corp.
GPA.028.K CDM Oil & Gas
▇▇▇.▇▇▇.▇▇ Centennial Petroleum, Inc.
▇▇▇.▇▇▇.▇▇ Decalta International Corp.
GPA.032.K Machil-▇▇▇▇ Petroleum
GPA.034.KPT Noarko Resources, Inc.
GPA.035 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
GPA.038.K Discovery Oil, Ltd.
GPA.039.K Blue Chip Oil, Inc.
GPA.042.K H&C Colton Company
GPA.043.K H&C Colton Company
GPA.044.K Colton & Colton
▇▇▇.▇▇▇.▇▇ Morgan Energy Corp.
▇▇▇.▇▇▇.▇▇ Sunshine Valley Petroleum
GPA.049.KPT ▇▇▇ ▇▇▇▇▇▇▇
GPA.057.K Basin Exploration, Inc.
GPA.062.K ▇▇▇▇▇▇▇▇ Corporation
GPA.064.K Weeks Energy Minerals Corp.
GPA.066.K ▇▇▇▇▇▇▇▇ Corporation
GPA.068.K ▇▇▇▇▇▇ Energy
GPA.069.K Eddy Oil Company
GPA.070.K Universal Oil & Gas
GPA.071.K ▇▇▇▇▇▇ Oil Company (was JRC)
GPA.072.K Amoco Production Company
▇▇▇.▇▇▇.▇▇ HELMMCO, Private & ▇▇▇▇-▇▇▇▇▇▇▇▇
GPA.076.K ▇▇▇▇▇▇ Oil Company (was Energy Oil, Inc.)
GPA.078.K ▇▇▇▇▇▇▇▇▇▇ Oil
GPA.079.K Basin Exploration
GPA.081.K ▇▇▇▇▇▇▇▇▇▇ Oil
GPA.083.K ▇▇▇▇▇ Energy Corporation
GPA.094.K Sunshine Valley Petroleum
GPA.095.K Conquest Oil Company
GPA.096.K ▇▇▇▇▇ ▇▇▇▇▇ Resources
GPA.099.K Lyco Energy
GPA.101.K Universal Oil & Gas, Inc.
▇▇▇.▇▇▇.▇▇ Kauffman & ▇▇▇▇▇▇▇▇▇▇
GPA.103.K Rock Oil Corporation
GPA.105.K Universal Oil & Gas
GPA.106.K Sunshine Valley Petroleum
▇▇▇.▇▇▇.▇▇ Shenandoah Production Co.
GPA.108.K Bataa Oil, Inc.
GPA.110.K Blue Chip Oil, Inc.
49
WELD SYSTEM (Continued)

▇▇▇.▇▇▇.▇▇ Basin Exploration, Inc.
GPA.113.K ▇▇▇▇▇▇ Energy Corp.
GPA.114.K Decalta International
GPA.117.K Bataa Oil, Inc.
GPA.119.K ▇▇▇▇▇▇▇ Energy Co.
GPA.120.K Mission Oil Corporation (replaces GPA.030.K)
GPA.121.K ▇▇▇▇▇▇▇ Drilling
GPA.123.K Golden Buckeye (Combined with GPA.001.L)
GPA.124.K Amoco Production Co.
(Residue Gas Trans/Purchase)
GPA.125.K ▇▇▇▇▇▇ Limited Pshp.
GPA.127.K Eddy Oil Company
GPA.128.K Lyco Energy
GPA.130.K ▇▇▇▇▇▇▇ Energy Co.
GPA.132.K Lyco Acquisition 1984-1
GPA.135.K Eddy Oil Company
GPA.137.K Energy Search & Mgmt.
GPA.138.K The ▇▇▇▇▇▇▇ Company, Inc.
GPA.139.K Eagle Oil & Gas
GPA.141.K ▇▇▇▇▇▇▇▇▇▇ Oil Company
▇▇▇.▇▇▇.▇▇ Barrett Energy Company
▇▇▇.▇▇▇.▇▇ The Quinoco Companies
GPA.144.K Basin Exploration, Inc.
GPA.145.K Elk Exploration
GPA.146.K Bataa, Inc.
GPA.149.K Conquest Oil Company
GPA.154.K Bellwether Expl. Co.
GPA.156.K Eagle Oil & Gas, Inc.
GPA.157.K Cimmarron Oil Inc.
GPA.158.K Misahar Investments, Inc.
GPA.160.K High Country Resources
▇▇▇.▇▇▇.▇▇ Nielson Enterprises, Inc.
▇▇▇.▇▇▇.▇▇ Boomer-Sooner Field
GPA.163.K ▇▇▇▇▇ Investment Company
GPA.164.K ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Oper.
GPA.165.K Intermountain Oil Co.
GPA.168.K Berthoud Gas Company
GPA.167.K Bataa Oil, Inc.
GPA.168.K ▇.▇.▇. ▇▇▇▇▇▇▇, Inc.
GPA.169.K Diamond A Corporation
GPA.170.K Basic Earth Science Systems
GPA.175.K Pacific Midland Prod.
GPA.176.K ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
GPA.178.K The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Co.
GPA.179.K ▇▇▇▇▇▇▇ Energy, Inc.
GPA.180.K Bataa Oil, Inc.
GPA.183.K Colorado Plains Mgmt. & Invest.
GPA.185.K ▇▇▇▇▇▇▇-Denver Corporation
GPA.186.K Mazuma Turnkey Contractors, Inc.
GPA.187.K Mazuma Turnkey Contractors, Inc.
GPA.188.K ▇▇▇▇▇▇▇ Energy, Inc.
GPA.189.K ▇▇▇▇▇▇▇ Energy, Inc.
GPA.193.K Acelte Energy Corporation
GPA.195.K ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Oil Inc.
GPA.197.K Freedom Energy, Inc.
▇▇▇.▇▇▇.▇▇ Omimex Petroleum, Inc. (Renegade)
GPA.202.K Industrial Gas Associates, Inc.
GPA.210.K ▇.▇. ▇▇▇▇▇▇▇▇ Company, Inc.

-2-
50
WELD SYSTEM (Continued)

GPA.211.K Western Gas Supply Company
GPA.212.K Elk Exploration, Inc.
▇▇▇.▇▇▇.▇▇ Geo-Tech Production, Inc.
▇▇▇.▇▇▇.▇▇ Omimex Petroleum, Inc.
GPA.216.K Fountainhead Resources, Ltd.
GPA.217.K Lyco Energy Corporation
GPA.223.K Go Pumping and Consulting, Inc.
GPA.224.K ▇▇▇▇▇▇ Energy, Inc.
GPA.227.K The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Company
GPA.228.K The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Company
GPA.229.K ▇▇▇▇▇▇▇-Denver Corporation
GPA.230.K ▇.▇. ▇▇▇▇▇▇▇ Company, Inc.
GPA.231.K ▇.▇. ▇▇▇▇▇▇▇ Company, Inc.
GPA.232.K Basin Exploration, Inc. (▇▇▇▇▇▇▇ acreage)
GPA.233.K Basin Exploration, Inc. (▇▇▇▇▇ "J" Sand acreage)
GPA.235.K The ▇▇▇▇▇▇▇ Oil and Gas Corp.
GPA.236.K Bataa Oil, Inc.
GPA.238.K Greeley Gas Company
GPA.239.K ▇▇▇▇▇▇▇ Energy, Inc. (Lesser/▇▇▇▇▇▇ ▇▇▇▇▇)
GPA.240.K ▇▇▇▇▇▇▇ Energy, Inc. (Plumb No. 1 Well)
GPA.241.K Farmoil, Inc.
GPA.242.K Unioil, Inc.
GPA.243.K ▇▇▇▇▇▇ Exploration Mgmt. Corp.
GPA.244.K ▇▇▇▇▇▇▇-Denver Corporation
GPA.246.K Western Production Company
GPA.247.K Timka Resources, Ltd.
GPA.248.K Diamondback Oil Corporation
GPA.249.K Blue Chip Oil, Inc.
GPA.250.K ▇▇▇▇▇▇▇ Energy, Inc.
GPA.251.K ▇▇▇▇▇▇ Oil Company
GPA.253.K ▇▇▇▇▇▇ Operating Partnership
(Natural Gas Exchange Agr.)
GPA.255.K Elk Exploration, Inc.
GPA.257.K Morning Fresh Farms, Inc.
GPA.258.K Western Production Company
GPA.260.K Valley Operating, Inc.
GPA.264.K ▇▇▇▇▇▇▇ Oil & Gas Corporation
GPA.269.K ▇▇▇▇▇▇▇▇▇▇ Operating Company
GPA.267.K ▇.▇. ▇▇▇▇▇▇▇▇ Company, Ltd.
GPA.268.K Habersham Energy Company
GPA.269.K Oaks Resources Management, Inc.
GPA.270.K ▇▇▇▇▇▇▇ Oil Corporation
GPA.271.K ▇▇▇▇▇▇ Exploration Mgmt. Corp.
GPA.272.K North American Resources
GPA.273.K Credo Petroleum Corporation
GPA.274.K EFTS II, Inc.
GPA.275.K CFG Energy, Inc.
GPA.276.K Vessels
GPA.277.K ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Petroleum Co.
GPA.278.K Cache Exploration
GPA.279.K Basin Exploration, Inc.
GPA.280.K ▇▇▇▇▇▇▇ Petroleum Corporation
GPA.281.K Mineral Resources, Inc.
GPA.283.K Basin Exploration, Inc.
GPA.284.K ▇▇▇▇▇▇▇ Resources Corporation
GPA.285.K ▇▇▇▇▇ Oil Industries, Inc.
GPA.286.K Markus Production, Inc.
GPA.287.K ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
GPA.288.K Freedom Energy, Inc.

-3-

51
GPA.289.K Basin Exploration, Inc.
GPA.290.K ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co., Alarado Resources Limited and
Alarado Resources Corp.
GPA.291.K ▇▇▇▇▇▇ Oil Corporation
GPA.292.K Gusoil-1981, Gusoil-1982 &
▇.▇. ▇▇▇▇▇▇▇ Company, Inc.
GPA.293.K ▇▇▇▇▇▇ Energy Corporation
GPA.294.K ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
GPA.295.K HS Resources, Inc.
GPA.296.K Blue Chip Oil, Inc.
GPA.297.K ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Oil Company
GPA.298.K Lyco Energy Corporation
GPA.299.K Prima Energy
GPA.300.K Bataa Oil, Inc.
GPA.301.K Unioil, Inc.
GPA.303.K Basin Exploration
GPA.304.K Bataa Oil, Inc.
GPA.305.K Patina Oil & Gas Corporation (formerly ▇▇▇▇▇▇▇)
GPA.306.K Patina Oil & Gas Corporation (formerly ▇▇▇▇▇▇▇)
GPA.307.K Prima Oil & Gas Company
GPA.308.K Matrix Energy, L.L.C.
GPA.309.K CDM Oil & Gas
GPA.003.E WEDCO Resources Corp.
GPA.005.E Sentry Oil Corp.
GPA.006.E CWI Oil and Gas
GPA.007.E Trailblazer Oil and Gas (FILES I, II, III)
GPA.010.E Hershey Oil
GPA.011.E Emerald Corporation (f/k/a Petromax)
GPA.013.E PRC Oil and Gas Company
GPA.014.E Catamount Exploration, Inc. (Replaced GPA.069.E)
GPA.015.E Hershey Oil Corporation
GPA.017.E Decalta International Corp.
GPA.020.E ▇▇▇▇▇▇▇▇ Oil Company
GPA.021.E R.A. Resource, Inc.
GPA.023.E SHF Partnership
GPA.024.E Bellwether Exploration Co.
GPA.025.E HI-TEC Energy, Inc.
GPA.026.E Frontier Oil & Gas
GPA.027.E ▇▇▇▇▇▇ Oil Company
GPA.028.E R.A. Resources, Inc.
GPA.029.E ▇▇▇▇▇▇▇▇ Oil Company
GPA.030.E Vantage Oil, Inc.
GPA.032.E R.A. Resources, Inc.
GPA.034.E Vantage Oil, Inc.
GPA.035.E ▇▇▇▇▇▇ Oil Company
GPA.037.E Sunset Hill Oil Co., Inc.
GPA.038.E Energex, Inc.
GPA.039.E Gusher Oil & Gas Co., Inc.
GPA.040.E Maze Expl./Golden Buckeye (Combined w/GPA.001.L)
GPA.041.E ▇▇▇▇▇▇▇ Energy Resources
GPA.043.E Aztec Resources Corp.
GPA.044.E ▇▇▇▇▇▇ Energy Corp.
GPA.045.E Cache Exploration
GPA.046.E Conquest Oil
GPA.047.E Sunshine Valley Petroleum
GPA.049.E Blue Chip Oil Co.
GPA.052.E Conquest Oil Co.
GPA.053.E Sunshine Valley Petroleum Corporation
GPA.054.E Lone Star Oil Company

-4-
52
WELD SYSTEM (Continued)

GPA.055.E Sunshine Valley Corp.
GPA.059.E Bellwether Exploration
GPA.063.E ▇▇▇▇▇ Oil Company
GPA.064.E ▇▇▇▇▇ Oil Company
GPA.065.E Jenex Petroleum Corp. (First City ▇▇▇▇▇)
GPA.067.E Blue Chip Oil, Inc.
GPA.068.E Jenex Petroleum Corporation (Metro ▇▇▇▇▇)
GPA.069.E Nautilus Equipment, Inc. (Replaces GPA.014.E)
GPA.071.E Energy Minerals Corporation
GPA.072.E ▇▇▇▇▇▇ Oil Company
GPA.073.E Lysander Resources
GPA.074.E Blue Chip Oil, Inc.
GPA.076.E Pantera Energy Corporation
GPA.078.E Blue Chip Oil, Inc.
GPA.080.E ▇▇▇▇▇▇ Exploration Inc.
GPA.081.E ▇▇▇▇▇▇ Exploration Inc.
GPA.082.E ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, Inc.
GPA.083.E H&R Well Service
GPA.084.E ▇▇▇▇▇▇▇-Denver Corporation
GPA.085.E ▇▇▇▇▇▇▇ Energy, Inc.
GPA.086.E Rico Resources
▇▇▇.▇▇▇.▇▇ Meco Operating Corporation
▇▇▇.▇▇▇.▇▇ Reider Oil Corporation
▇▇▇.▇▇▇.▇▇ Discovery Oil, Ltd.
▇▇▇.▇▇▇.▇▇ Shepler & ▇▇▇▇▇▇
▇▇▇.▇▇▇.▇▇ Monfort of Colorado
▇▇▇.▇▇▇.▇▇ Sovereign Oil Company
▇▇▇.▇▇▇.▇▇ Jenex Petroleum Corporation (was Petromax)
▇▇▇.▇▇▇.▇▇ Morning Fresh Farm
▇▇▇.▇▇▇.▇▇ Duke ▇. ▇▇▇▇▇▇▇▇, Indiv.
▇▇▇.▇▇▇.▇▇ ▇▇▇▇▇ ▇. & ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇.▇▇▇.▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Individual
▇▇▇.▇▇▇.▇▇ Power Energy Resources
▇▇▇.▇▇▇.▇▇ Valley View Exploration
▇▇▇.▇▇▇.▇▇ Belwether Exploration Co.
▇▇▇.▇▇▇.▇▇ Martin Exploration Mgmt.
▇▇▇.▇▇▇.▇▇ R.A. Resources
▇▇▇.▇▇▇.▇▇ Morgan Energy Corporation
▇▇▇.▇▇▇.▇▇ Sunshine Valley Petroleum
▇▇▇.▇▇▇.▇▇ Morgan Energy Corporation
▇▇▇.▇▇▇.▇▇ Richardson Oil Company
▇▇▇.▇▇▇.▇▇ Lundvall and Associates
▇▇▇.▇▇▇.▇▇ Bataa Oil, Inc.
▇▇▇.▇▇▇.▇▇ Martinex Corporation
▇▇▇.▇▇▇.▇▇ Morgan Energy Corp.
▇▇▇.▇▇▇.▇▇ Basin Exploration
▇▇▇.▇▇▇.▇▇ Gerrity Drilling
▇▇▇.▇▇▇.▇▇ L.M.S. American Holdings
▇▇▇.▇▇▇.▇▇ BP-34 Limited
▇▇▇.▇▇▇.▇▇ The ▇▇▇▇▇▇▇ Company, Inc.
▇▇▇.▇▇▇.▇▇ Mayers & Company (replaced ▇▇▇.▇▇▇.▇▇)
▇▇▇.▇▇▇.▇▇ Lundvall and Associates
▇▇▇.▇▇▇.▇▇ R.A. Resources, Inc.
▇▇▇.▇▇▇.▇▇ Oxford Ltd. Partnership
▇▇▇.▇▇▇.▇▇ Colo. Energy Resources
▇▇▇.▇▇▇.▇▇ HS Resources, Inc. (Successor to Elk Exploration)
▇▇▇.▇▇▇.▇▇ Conquest Oil Company
▇▇▇.▇▇▇.▇▇ Cannon Resources, Inc.
▇▇▇.▇▇▇.▇▇ New London Oil

-5-
53
WELD SYSTEM (Continued)

▇▇▇.▇▇▇.▇▇ Cache Exploration, Inc.
▇▇▇.▇▇▇.▇▇ New London Oil, Inc.
▇▇▇.▇▇▇.▇▇ New London Oil, Inc.
▇▇▇.▇▇▇.▇▇ Eddy Oil Company
▇▇▇.▇▇▇.▇▇ Lundvall and Associates
GPA.001.EV Elk Exploration, Inc. FILE I & II (Wal-Mart)
GPA.004.▇▇ ▇▇▇▇ Oil Company
GPA.005.EV Unioil
(Unioil Agreements dtd 11/24/84, combined)
GPA.006.EV R.A. Resources, Inc.
GPA.007.▇▇ ▇▇▇▇▇▇▇ Energy Company
GPA.001.L Prima Oil & Gas Company
GPA.002.L Cache Resources/Cache Exp.
GPA.003.L Bellwether Exploration
GPA.004.L Sovereign Oil Company
GPA.005.L ▇▇▇▇▇ Energy Corporation
GPA.006.L R.A. Resources, Inc.
GPA.007.L Coors Energy Company
GPA.008.L Unioil
GPA.009.L Andrau Enterprises, Inc.
GPA.010.L Greeley Gas Company
GPA.011.L Sentry Oil Corporation
GPA.012.L ▇▇▇▇▇ ▇▇▇▇, Inc.
GPA.013.L Eddy Oil
GPA.014.L ▇▇▇▇▇▇ Oil Company
GPA.015.L Vantage Oil, Inc.
GPA.016.L ▇▇▇▇▇▇ Petroleum Corp.
GPA.017.L Wichita Industries, Inc.
GPA.018.L Andrau Enterprises, Inc.
GPA.019.L ▇▇▇▇▇▇ Petroleum Corp.
GPA.020.L Conquest Oil, Inc.
GPA.021.L Basin Exploration, Inc.
GPA.022.L ▇▇▇▇▇ Exploration, Inc.
GPA.024.L Pantera
GPA.025.L Sunshine Valley
GPA.026.L North Colorado Medical Center
GPA.027.L University of Northern Colorado
GPA.028.L ▇▇▇▇▇▇ Oil
GPA.029.L Lyco Energy
GPA.030.L ▇▇▇▇▇▇ Oil Company (f/k/a Energy Oil)
GPA.031.L Four Star Exploration
GPA.032.L Mountain Industrial Gas
GPA.033.L Ideal Basic Industries
GPA.034.L H&C Colton
GPA.035.L ▇▇▇▇▇▇▇▇ Valley Gas, Inc.
GPA.036.L ▇▇▇▇▇▇ Resources, Inc.
GPA.037.L Bristol Production, Inc.
GPA.038.L Energy Minerals Corp.
GPA.039.L Jenex Petroleum Corp.
GPA.040.L Silverado Oil, Inc.
GPA.041.L Eddy Oil Company
GPA.041.L ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
GPA.043.L ▇▇▇▇▇▇ Resources, Inc.
GPA.044.L Eagle Oil & Gas, Inc.
GPA.045.L New London Oil
GPA.049.L ▇▇▇▇▇▇ Oil Company
GPA.050.L Cache Exploration
GPA.051.L ▇▇▇▇▇ Oil Company
GPA.053.L ▇▇▇▇▇▇▇ Energy Company

-6-
54
WELD SYSTEM (Continued)

GPA.056.L Jenex Petroleum Corporation
GPA.057.L Silverado Oil, Inc.
GPA.058.L Coors Energy Company
GPA.059.L Cache Exploration, Inc.
GPA.060.L Prima Exploration
GPA.003BGC ▇▇▇▇▇▇ Energy Corporation
GPA.013.BGC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
GPA.015.BGC Sovereign Oil Company
GPA.016.BGC DJ Energy, Inc.
▇▇▇.▇▇▇.▇▇ San ▇▇▇▇ Consortium
GPA.001.PAN Energy Minerals Corporation
GPA.002.PAN Petroleum Energy Corporation
GPA.003.PAN Aexco Petroleum, Inc.
GPA.004.PAN ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
GPA.005.PAN ▇▇▇▇▇ Oil Company
GPA.006.PAN Polfam Exploration Company
GPA.007.PAN ▇▇▇▇▇▇ Properties
GPA.008.PAN Bellwether Exploration Company
GPA.009.PAN Jubilee Pipeline
GPA.010.PAN D&S Oilfield
GPA.012.PAN Colorado Interstate Gas Company
GPA.013.PAN Energy Minerals
GPA.014.PAN Agland, Incorporated
GPA.015.PAN Vessels Oil and Gas Company
GPA.016.PAN Industrial Gas Services, Inc.
GPA.017.PAN Industrial Gas Services, Inc.
GPA.018.PAN Sentry Oil Corporation
GPA.019.PAN Pipeline Corporation of Colorado
GPA.020.PAN Sun Exploration and Production Co.
GPA.021.PAN Classic Petroleum Corp.
GPA.022.PAN Energy Minerals Corporation
GPA.023.PAN Lynx Exploration Company
GPA.024.PAN Regal Petroleum, Ltd.
GPA.025.PAN Regal Petroleum, Ltd.
GPA.026.PAN Petroleum Energy Corporation
GPA.027.PAN Sunset Hill Oil Co.
GPA.028.PAN Colorado Gathering and Processing
GPA.029.PAN Diversified Operating Corporation
GPA.030.PAN Cache Exploration, Inc.
GPA.031.PAN Lysander Resources, Inc.
GPA.032.PAN Diversified Operating Corporation
GPA.033.PAN Jenex Petroleum Corp.
GPA.034.PAN Pan Western 1986 Drilling Program
GPA.035.PAN ▇▇▇▇▇▇ ▇▇▇▇ & Son
GPA.037.PAN Eagle Energy, Inc.
GPA.037.PAN Merrion Oil & Gas Corporation
GPA.038.PAN Bristol Production, Inc.
GPA.039.PAN Red Wave, Ltd.
GPA.040.PAN American Penn Energy, Inc.
GPA.041.PAN MGF Oil Corporation
GPA.043.PAN Fina Oil & Chemical Company
GPA.044.PAN Energy Minerals/Merrion Oil
GPA.045.PAN ▇▇▇▇▇▇ Petroleum Company
GPA.046.PAN Weldmor Limited Partnership
GPA.047.PAN Energy Minerals Corporation
GPA.048.PAN ▇▇▇▇▇ Production, Inc.
GPA.049.PAN Aexco Petroleum, Inc.
GPA.050.PAN Damson Gas Processing Corp.
GPA.053.PAN Pan Western Energy

-7-
55
WELD SYSTEM (Continued)

GPA.057.PAN ▇▇▇▇▇ Hrvek, Individual
GPA.064.PAN Fina Oil and Chemical Company
GPA.065.PAN ▇▇▇▇▇ Production, Inc.
GPA.067.PAN ▇▇▇▇▇ Production, Inc.
GPA.069.PAN ▇▇▇▇▇ Production, Inc.
GPA.071.PAN Lomita Operating
GPA.072.PAN Cache Exploration, Inc.
GPA.074.PAN Lomita Operating Company
GPA.075.PAN Fina Oil and Chemical Company
GPA.076.PAN Arllan, Inc.
GPA.078.PAN ▇▇▇▇▇ Production, Inc.
GPA.079.PAN DeClar Oil & Gas, Inc.
GPA.080.PAN Lander Petroleum Co.
GPA.081.PAN ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Oil Properties
GPA.082.PAN H&R Well Services, Inc.
GPA.083.PAN Jenex Petroleum
GPA.084.PAN Petcon Associates Ltd.
GPA.085.PAN Diversified Operating Corporation
GPA.086.PAN Petcon Associates Ltd.
GPA.087.PAN OM Shree Investment Group
GPA.088.PAN ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ d/b/a Rocket Petroleum
GPA.089.PAN ▇▇▇▇▇▇ Operating Company
GPA.090.PAN ▇▇▇ ▇▇▇▇▇▇▇
GPA.091.PAN Diversified Operating Corporation

SPINDLE SYSTEM
GPA.001.S Basin Operating Company
GPA.002.S Colorado Interstate Gas Company
GPA.002.S Colorado Interstate Gas Company
GPA.004.S North American Resources Company
GPA.005.S ▇▇▇▇▇▇ Oil Services, Inc. (CIG No. 681)
GPA.006.S ▇▇▇▇▇▇ Oil Services, Inc. (CIG No. 679)
GPA.007.S Machil-▇▇▇▇ Petroleum Company (CIG No. 1047)
GPA.008.S Energy Minerals Corporation (CIG No. 408)
GPA.009.S ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. (CIG No. 402)
GPA.010.S Energy Minerals Corporation (CIG No. 1079)
GPA.011.S ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (CIG No. 539)
GPA.012.S Energy Minerals Corporation (CIG No. 1078)
GPA.013.S ▇▇▇▇▇▇ Oil Corporation (Amoco/▇▇▇▇▇▇)
GPA.014.S Vessels Oil & Gas Company
(Natural Gas Exchange Agreement)
GPA.015.S North American Resources Company
GPA.016.S Oaks Resources Management, Inc.
GPA.017.S ▇▇▇▇▇ Oil Company
GPA.018.S Energy Minerals Corporation
GPA.020.S Basin Exploration
GPA.022.S Amoco Production Company
GPA.024.S ▇▇▇▇▇▇ Exploration Management Co.
GPA.025.S ▇▇▇▇▇▇ Energy Corporation
GPA.026.S Crystal Oil Co.
GPA.027.S ▇.▇. ▇▇▇▇▇▇▇ Company, Inc. (duplicate file B.8.15.5)
GPA.028.S Top Operating Company
GPA.029.S Machil-▇▇▇▇ Petroleum Company

ROGGEN SYSTEM

GPA.001.R ▇▇▇▇▇▇ Oil Corporation
GPA.002.R Basin Exploration, Inc.
GPA.003.R Bataa Oil

-8-
56
ROGGEN SYSTEM (Continued)

GPA.004.R Bataa Oil
GPA.005.R ▇▇▇▇▇▇▇▇▇ Energy, Inc.
GPA.006.R Freedom Energy, Inc.
GPA.007.R ▇▇▇▇▇▇▇ Oil & Gas Corporation
GPA.008.R Homestead Oil, Inc. (Prima)
GPA.009.R HS Resources
GPA.010.R HS Resources
GPA.011.R ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Devel/▇▇▇▇▇▇▇▇
GPA.012.R Prima Oil & Gas Company
GPA.013.R Prima Oil & Gas Company
GPA.014.R Prima Oil & Gas Company
GPA.015.R ▇▇▇▇▇▇▇▇▇ Energy, Inc.
GPA.001.RP Argonex Company
GPA.002.▇▇ ▇▇▇▇▇▇ Inc.
GPA.003.▇▇ ▇▇▇▇▇▇ Inc.
GPA.004.▇▇ ▇▇▇▇▇▇▇ Oil Properties Inc.
GPA.005.▇▇ ▇▇▇▇▇▇▇ Oil Properties Inc.
GPA.006.RP Cascade Oil & Gas, Inc.
GPA.007.RP Cascade Oil & Gas, Inc.
GPA.008.RP Diversified Operating
GPA.009.RP Diversified Operating
GPA.010.RP Geotech Productions Inc.
GPA.011.RP Geotech Productions Inc.
GPA.012.RP H & R Well Service
GPA.013.RP H & R Well Service (▇▇▇▇▇)
GPA.014.▇▇ ▇▇▇▇▇▇▇▇▇ Energy
GPA.015.RP HS Resources
GPA.016.RP HS Resources
GPA.017.RP HS Resources
GPA.018.RP ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
GPA.019.RP ▇▇ ▇▇▇▇▇▇▇
GPA.020.RP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Oil Company/▇▇▇▇ King
GPA.021.RP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Oil Company
GPA.022.RP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Oil Company
GPA.023.RP ▇▇▇▇▇ ▇▇▇▇▇▇▇
GPA.024.RP Omimex Petroleum
GPA.025.RP Overland Resources
GPA.026.RP P & M Petroleum Management
GPA.027.▇▇ ▇▇▇▇ Resources
GPA.028.RP Prospect Oil, Inc.
GPA.029.RP Prospect Oil, Inc.
GPA.030.RP ▇▇ ▇▇▇▇▇▇
GPA.031.RP Resource Technology/Rochester
GPA.032.▇▇ ▇▇▇▇▇ Energy Corp.
GPA.033.▇▇ ▇▇▇▇▇ Energy Corp.
GPA.034.▇▇ ▇▇▇▇▇ Energy Corp.
GPA.035.▇▇ ▇▇▇▇▇ Oil Properties/H & R (▇▇▇▇▇)
GPA.036.▇▇ ▇▇▇▇▇ Oil Properties
GPA.037.▇▇ ▇▇▇▇▇ Oil Properties
GPA.038.RP Southmark Acquisitions/P & P
GPA.039.RP T.P. Operating, Inc.
GPA.040.RP Thorofare Resources, Inc.
GPA.041.RP Thorofare Resources, Inc.
GPA.042.RP Thorofare Resources, Inc.
GPA.043.RP Union Pacific Resources Co.
GPA.044.RP DJ Production Services, Inc.
GPA.045.RP Diversified Operating Corporation
GPA.046.RP ▇.▇. ▇▇▇▇▇▇ Operating
GPA.047.RP T.P. Operating, Inc.

-9-

57
ROGGEN SYSTEM (Continued)

GPA.048.RP Diversified Operating Corporation
GPA.049.RP Thorofare Resources, Inc.
GPA.050.▇▇ ▇▇▇▇▇▇, Inc.
GPA.051.▇▇ ▇▇▇▇▇▇, Inc.
GPA.052.RP Omimex International Corp.
GPA.053.RP P&M Petroleum Management
GPA.054.▇▇ ▇▇▇▇▇ Oil Properties, Inc.
GPA.055.▇▇ ▇▇▇▇▇ Oil Properties, Inc.
GPA.056.▇▇ ▇▇▇▇▇ Energy Corporation

GPA.057.RP Cascade Oil & Gas, Inc.
GPA.058.RP ▇▇▇▇▇ ▇▇▇▇▇▇▇
GPA.059.RP G & R Oil Properties, Inc. (▇▇▇▇▇ Energy Corp.)
GPA.060.RP Overland Resources, Ltd.
GPA.061.RP Sovereign Energy L.L.C.
GPA.062.▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Oil Company
GPA.063.RP ▇.▇. ▇▇▇▇▇▇▇▇ Company, Inc.
GPA.064.RP Blue Creek, Inc.
GPA.065.RP Argonex Company
GPA.001RW ▇▇▇▇▇ ▇. ▇▇▇▇▇
GPA.002RW Roggen/Redwave Ltd
GPA.001.RPD Geotech Productions, Inc.
GPA.002.RPD Termo Co.
GPA.001.REG Freedom Energy, Inc.
GPA.002.REG ▇▇▇▇▇▇▇ Oil & Gas Company
GPA.003.REG Windsor Gas Processing

-10-
58

Section 5.5(d)

To the Disclosure Letter dated March 31, 1998

This Section 5.5(d) is intentionally left blank.

Section 5.6

To the Disclosure Letter dated March 31, 1998

See attached.

60
DUKE ENERGY FIELD SERVICES
Weld County Frac / Teppco

Gallons thru
Weld/Spindle
Fracs
-----
1993:
31 1/93 10,280,494
28 2/93 9,810,378
31 3/93 11,903,376
30 4/93 11,400,414
31 5/93 10,241,436
30 6/93 11,278,513
31 7/93 11,331,309
31 8/93 Spindle Frac 11,952,113
30 9/93 12,955,751
31 10/93 13,335,863
30 11/93 12,159,365
31 12/93 12,841,199
-----------
365 139,490,053

1994:
31 1/94 12,729,734
28 2/94 11,462,719
31 3/94 13,482,514
30 4/94 13,031,809
31 5/94 13,511,928
30 6/94 12,767,841
31 7/94 13,246,825
31 8/94 13,182,141
30 9/94 12,311,183
31 10/94 13,144,135
30 11/94 13,273,861
31 12/94 13,173,023
-----------
365 155,317,713

1995:
31 1/95 12,460,977
28 2/95 11,162,928
31 3/95 12,694,270
30 4/95 12,593,754
31 5/95 12,866,513
30 6/95 11,437,069
31 7/95 11,632,921
31 8/95 11,765,828
30 9/95 11,075,157
31 10/95 Roggen Purch 11,668,519
30 11/95 11,946,479
31 12/95 12,317,301
-----------
365 143,621,716
61

Gallons thru
Weld/Spindle
Fracs
-----
1996:
31 1/96 11,280,575
28 2/96 10,512,118
31 3/96 11,165,131
30 4/96 10,326,611
31 5/96 11,274,169
30 6/96 10,966,910
31 7/96 11,240,743
31 8/96 11,200,899
30 9/96 11,036,549
31 10/96 11,431,839
30 11/96 10,738,358
31 12/96 11,170,282
-----------
365 132,344,184

1997:
31 1/97 10,691,615
28 2/97 10,689,315
31 3/97 11,969,680
30 4/97 11,203,803
31 5/97 11,616,822
30 6/97 11,502,882
31 7/97 12,253,532
31 8/97 13,401,847
30 9/97 12,539,071
31 10/97 12,918,550
30 11/97 12,380,471
31 12/97 13,524,823
-----------
365 144,692,411
62

Section 5.7

To the Disclosure Letter dated March 31, 1998

This Section 5.7 is intentionally left blank.

Section 5.8(b)

To the Disclosure Letter dated March 31, 1998

#1 OSHA Stipulation dated March 1998.

#2 Pending Claim of the OCAW before the NLRB claiming unfair labor practices
in connection with information requests.
64

Section 5.10

To the Disclosure Letter dated March 31, 1998

This Section 5.10 is intentionally left blank.
65

Section 5.11

To the Disclosure Letter dated March 31, 1998

This Section 5.11 is intentionally left blank.
66

EXHIBIT A
================================================================================

FRACTIONATION AGREEMENT

BETWEEN

DUKE ENERGY FIELD SERVICES, INC.,

AND

TEPPCO COLORADO, LLC

MARCH 31, 1998

================================================================================

TABLE OF CONTENTS

ARTICLE I DEFINITIONS............................................................................... 1
1.1 Certain Defined Terms..................................................................... 1
A. "Adjustment Period" .............................................................. 1
B. "Affiliate" ...................................................................... 1
C. "Asset Purchase Agreement" ....................................................... 2
D. "Claims" ......................................................................... 2
E. "Compensable Amendment" .......................................................... 2
F. "Components" ..................................................................... 2
G. "Day" ............................................................................ 2
H. "Dedicated Assets" ............................................................... 2
I. "Dedicated Gas" .................................................................. 2
J. "Dedicated Gathering Pipelines" .................................................. 3
K. "Dedicated Lands" ................................................................ 3
L. "Dedicated Plants" ............................................................... 3
M. "Dedicated Producer Contracts" ................................................... 3
N. "Delivery Points" ................................................................ 3
O. "Disputed Claims" ................................................................ 3
P. "Duke Energy Indemnified Parties" ................................................ 3
Q. "Force Majeure" .................................................................. 3
R. "Fractionation Fee" .............................................................. 3
S. "Fractionators" .................................................................. 3
T. "Gallon" ......................................................................... 3
U. "Governmental Authority" ......................................................... 4
V. "Greeley Fractionator" ........................................................... 4
W. "Greeley Plant" .................................................................. 4
X. "Initial Period" ................................................................. 4
Y. "Lease" .......................................................................... 4
Z. "Liquidated Damages Formula" ..................................................... 4
AA. "Lost Specification Products" .................................................... 4
BB. "O&M Agreement" .................................................................. 4
CC. "O&M Fee" ........................................................................ 4
DD. "Person" ......................................................................... 4
EE. "Project Agreements" ............................................................. 4
FF. "Raw Product" .................................................................... 5
GG. "Receipt Points" ................................................................. 5
HH. "Sale" ........................................................................... 5
II. "Sale Notice" .................................................................... 5
JJ. "Specification Products" ......................................................... 5
KK. "Spindle Fractionator" ........................................................... 5
LL. "Spindle Plant" .................................................................. 5
MM. "Sublease" ....................................................................... 5

-ii-
68

NN. "TEPPCO Indemnified Parties" ..................................................... 5
OO. "Year" ........................................................................... 5
1.2 References................................................................................ 5
1.3 Headings.................................................................................. 6

ARTICLE II TERM AND TERMINATION...................................................................... 6
2.1 Term...................................................................................... 6
2.2 Termination by TEPPCO..................................................................... 6
2.3 Termination by Duke Energy................................................................ 7
2.4 Payment of Liquidated Damages............................................................. 7

ARTICLE III DUKE ENERGY'S RIGHTS AND OBLIGATIONS...................................................... 7
3.1 Commitment to Process Dedicated Gas and Deliver Raw
Product................................................................................... 7
3.2 Exclusions................................................................................ 8
3.3 Delivery of Raw Product................................................................... 8
3.4 No Reduction of Raw Product Volume........................................................ 8
3.5 Obligation to Obtain Right to Fractionate................................................. 9
3.6 Sale or Conveyance of Dedicated Assets by Duke Energy..................................... 9

ARTICLE IV TEPPCO'S RIGHTS AND OBLIGATIONS........................................................... 11
4.1 Commitment to Fractionate................................................................. 11
4.2 Delivery of Specification Products........................................................ 11
4.3 Installation of Equipment, Improvements and Modifications................................. 11

ARTICLE V TITLE; RISK OF LOSS....................................................................... 12

ARTICLE VI MEASUREMENT, QUALITY AND DELIVERY PRESSURE OF
RAW PRODUCT............................................................................... 12
6.1 Measurement............................................................................... 12
6.2 Quality................................................................................... 12
6.3 Delivery Pressure......................................................................... 12
6.4 Greeley Frac Measurement.................................................................. 13
6.5 Spindle Frac Measurement.................................................................. 13

ARTICLE VII COMPENSATION TO TEPPCO.................................................................... 14
7.1 Fractionation Fee for Initial Period...................................................... 14
7.2 Fractionation Fee for Remainder of Term................................................... 14

ARTICLE VIII TAXES AND OTHER PAYMENTS.................................................................. 14

ARTICLE IX ACCOUNTING PROCEDURE...................................................................... 14
9.1 Billing................................................................................... 14
9.2 Audit Rights.............................................................................. 15

-iii-
69

ARTICLE X PAYMENT AND INTEREST ON LATE PAYMENTS..................................................... 15
10.1 Payment................................................................................... 15
10.2 Interest on Late Payments................................................................. 15

ARTICLE XI FORCE MAJEURE............................................................................. 15
11.1 Effect of Force Majeure................................................................... 15
11.2 Definition of Force Majeure............................................................... 16
11.3 Exceptions to Force Majeure............................................................... 16
11.4 Strikes and Lockouts...................................................................... 16

ARTICLE XII INDEMNIFICATION........................................................................... 16

ARTICLE XIII DISPUTES.................................................................................. 17
13.1 Dispute Resolution; Arbitration........................................................... 17
13.2 Failure to Resolve Through Negotiations................................................... 17
13.3 Arbitration............................................................................... 17
13.4 Recovery of Costs and Attorneys' Fees..................................................... 19
13.5 Choice of Forum........................................................................... 19
13.6 Jury Waivers.............................................................................. 19
13.7 Limitation of Damages..................................................................... 19
13.8 Governing Law............................................................................. 19

ARTICLE XIV REPRESENTATIONS AND WARRANTIES............................................................ 20
14.1 Representations and Warranties of Duke Energy............................................. 20
14.2 Representations and Warranties of TEPPCO.................................................. 21

ARTICLE XV GENERAL PROVISIONS........................................................................ 22
15.1 Notices................................................................................... 22
15.2 Waiver.................................................................................... 23
15.3 Entire Agreement.......................................................................... 23
15.4 Successors and Assigns.................................................................... 23
15.5 Conflicts................................................................................. 23
15.6 Laws and Regulations...................................................................... 23
15.7 Recording................................................................................. 24
15.8 Severability.............................................................................. 24
15.9 Time of Essence........................................................................... 24
15.10 Captions.................................................................................. 24
15.11 Schedules and Exhibits.................................................................... 24
15.12 No Partnership............................................................................ 24
15.13 No Third Party Beneficiaries.............................................................. 24
15.14 Mutual Cooperation; Further Assurances.................................................... 24
15.15 Survival.................................................................................. 24
15.16 Other Project Agreements.................................................................. 24
15.17 Amendments; Changes; Modifications........................................................ 25

-iv-

FRACTIONATION AGREEMENT

THIS FRACTIONATION AGREEMENT (this "Agreement") is made and entered
into this 21st day of April, 1998, but effective 11:59 p.m. (Denver, Colorado
time) on the 31st day of March 1998 (the "Effective Date"), by and between Duke
Energy Field Services, Inc., a Colorado corporation ("Duke Energy") and TEPPCO
Colorado, LLC, a Delaware limited liability company ("TEPPCO"). Each of TEPPCO
and Duke Energy are sometimes referred to individually as a "Party" and
collectively as the "Parties."

RECITALS

▇. ▇▇▇▇ Energy has quantities of Raw Product (as defined herein) which are
available for fractionation.

B. TEPPCO is the owner of the Fractionators (as defined herein).

C. It is the mutual desire of Duke Energy and TEPPCO that TEPPCO receive
Duke Energy's Raw Product at the Receipt Points (as defined herein) and
deliver to Duke Energy, Specification Products (as defined herein) at
the Delivery Points (as defined herein).

D. Simultaneously with the execution of this Agreement, Duke Energy and
TEPPCO have entered into that certain Operation and Maintenance
Agreement dated of even date herewith (the "O&M Agreement"), pursuant
to which Duke Energy shall operate and maintain the Fractionators in
accordance with the terms thereof.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1 Certain Defined Terms. Unless the context otherwise requires, the
following terms shall have the respective meanings set forth in this Section
1.1:

A. "Adjustment Period" shall have the meaning given such term in
Section 3.4 hereof.

B. "Affiliate" shall mean, when used with respect to a specified
Person, any other Person directly controlled by or under the
specified Person.

For purposes of this definition "control", when used with respect
to any specified Person, means the power to direct the management
and policies of the Person whether through the ownership of
voting securities or by contract; and the term "controlled" have
the meanings correlative to the foregoing. Notwithstanding the
foregoing, the term "Affiliate" when applied to Duke Energy shall
not include Duke Energy Trading & Marketing, L.L.C. ("DETM"),
TEPPCO, Texas Eastern Products Pipeline Company, a Delaware
corporation ("Texas Eastern"), TEPPCO Partners L.P., a Delaware
limited partnership (the "Partnership") or any entities owned,
directly or indirectly by the Partnership (collectively with
Texas Eastern and the Partnership but excluding DETM, the "TEPPCO
Entities"); and as applied to TEPPCO, shall not include Duke
Energy, Duke Energy Corporation, a Delaware corporation, or any
entities owned, directly or indirectly by Duke Energy Corporation
other than the TEPPCO Entities.

C. "Asset Purchase Agreement" shall mean that certain Asset Purchase
Agreement dated March 31, 1998, by and between Duke Energy, as
"Seller," and TEPPCO, as "Buyer".

D. "Claims" shall have the meaning given such term in Article VIII
hereof.

E. "Compensable Amendment" shall mean an amendment or modification
to a Dedicated Producer Contract that could cause a reduction in
the volume of Specification Product delivered by TEPPCO to Duke
Energy hereunder for which TEPPCO would have, if not for such
amendment or modification, received a Fractionation Fee
hereunder.

F. "Components" shall mean the individual hydrocarbon constituents
of ethane, propane, isobutane, normal butane, isopentane, normal
pentane, hexanes and other heavier hydrocarbons.

G. "Day" shall mean a period of time commencing at 8:00 a.m.
(Denver, Colorado time) on a calendar day and ending at 8:00 a.m.
(Denver, Colorado time) on the next succeeding calendar day.

H. "Dedicated Assets" shall have the meaning given such term in
Section 3.6 hereof.

I. "Dedicated Gas" shall mean all natural gas that Duke Energy or
any of its Affiliates now or hereafter owns or has the
contractual right to

fractionate the natural gas liquids derived therefrom and which
is (i) produced from the Dedicated Lands, (ii) transported
through any of the Dedicated Gathering Pipelines, (iii) subject
to the Dedicated Producer Contracts or (iv) processed in any of
the Dedicated Plants.

J. "Dedicated Gathering Pipelines" shall mean all present and
future natural gas gathering pipelines which are now or hereafter
owned or controlled, in whole or in part, by Duke Energy or any
of its Affiliates and located on the Dedicated Lands.

K. "Dedicated Lands" shall mean the lands described on the attached
Exhibit A.

L. "Dedicated Plants" shall mean all present and future natural gas
processing plants which are now or hereafter owned or controlled,
in whole or in part, by Duke Energy or any of its Affiliates and
located on the Dedicated Lands, including, without limitation,
the natural gas processing plants described on the attached
Exhibit B.

M. "Dedicated Producer Contracts" shall mean all present and future
contracts under which Duke Energy or any of its Affiliates has
the right to fractionate natural gas liquids derived from natural
gas insofar as it is produced from any of the Dedicated Lands,
including without limitation, the contracts more particularly
described on the attached Exhibit C.

N. "Delivery Points" shall mean the points identified as the

Delivery Points on the drawings set forth on the attached
Exhibits ▇-▇, ▇-▇, ▇- ▇, ▇-▇, ▇-▇ and E-2, being the points at
which the Specification Products are delivered from the
Fractionators into Duke Energy's facilities.

O. "Disputed Claims" shall have the meaning given such term in
Section 13.1 hereof.

P. "Duke Energy Indemnified Parties" shall have the meaning given
such term in Section 12.2 hereof.

Q. "Force Majeure" shall have the meaning given such term in Section
11.2 hereof.

-3-
73

R. "Fractionation Fee" shall have the meaning given such term in
Section 7.1 hereof.

S. "Fractionators" shall mean the Greeley Fractionator and the
Spindle Fractionator.

T. "Gallon" shall mean the unit of volume used for the purpose of
measurement of liquid. One U.S. liquid gallon contains 231 cubic
inches when the liquid is at a temperature of sixty degrees
Fahrenheit (60(degree)F) and at the equilibrium vapor pressure of
the liquid being measured.

U. "Governmental Authority" shall mean any entity of or pertaining
to government, including any federal, state, local, other
governmental or administrative authority, agency, court,
tribunal, arbitrator, commission, board or bureau.

V. "Greeley Fractionator" shall mean the fractionation facilities
located within Area 1 and Area 2 identified in red on the
attached Exhibit D and all piping connecting the equipment listed
in red on the attached Exhibit D, which are located within the
Greeley Plant, which fractionation facilities are used for the
purpose of fractionation of Raw Product into Specification
Products.

W. "Greeley Plant" shall mean Duke Energy's Greeley Natural Gas
Processing Plant located in the SW1/4 of Section 25, Township 5
North, Range 66 West, Weld County, Colorado.

X. "Initial Period" shall mean the period of time beginning on the
Effective Date through and including March 31, 2008.

Y. "Lease" shall mean that certain Lease Agreement dated of even
date herewith by and between Duke Energy, as "Lessor," and
TEPPCO, as "Lessee."

Z. "Liquidated Damages Formula" shall have the meaning given such
term in Section 3.6 hereof.

AA. "Lost Specification Products" shall mean those volumes of
Specification Products that are not delivered by TEPPCO to Duke
Energy hereunder because of a Compensable Amendment or a Sale of
all or any part of the Dedicated Assets, as the case maybe.

-4-
74

BB. "O&M Agreement" shall have the meaning given such term in the
Recitals hereof.

CC. "O&M Fee" shall have the meaning given such term in the O&M
Agreement.

DD. "Person" shall mean any individual, corporation, partnership,
joint venture, association, limited liability company, joint
stock company, trust, unincorporated organization, Governmental
Authority or government (or agency or political subdivision
thereof).

EE. "Project Agreements" shall mean collectively, this Agreement, the
Lease, the Sublease and the O&M Agreement.

FF. "Raw Product" shall mean the mixture of Components remaining
after the processing of the Dedicated Gas.

GG. "Receipt Points" shall mean the points identified as the Receipt
Points on the drawings set forth on the attached Exhibits ▇-▇,
▇-▇ and E-1, being the inlet of the Fractionators.

HH. "Sale" shall have the meaning given such term in Section 3.6
hereof.

II. "Sale Notice" shall have the meaning given such term in Section
3.6 hereof.

JJ. "Specification Products" shall mean the Components fractionated
from the Raw Product delivered to the Fractionators.

KK. "Spindle Fractionator" shall mean the fractionation facilities
identified in red on the attached Exhibit E, which are located
within the Spindle Plant, which fractionation facilities are used
for the purpose of fractionation of Raw Product into
Specification Products.

LL. "Spindle Plant" shall mean Duke Energy's Spindle Natural Gas
Processing Plant located in the SW1/4 of Section 34, Township 2
North, Range 67 West, Weld County, Colorado.

MM. "Sublease" shall mean that certain Sublease Agreement dated of
even date herewith by and between Duke Energy, as "Sublessor,"
and TEPPCO, as "Sublessee."

-5-
75

NN "TEPPCO Indemnified Parties" shall have the meaning given such
term in Article VIII hereof.

OO. "Year" shall mean a period of 365 consecutive Days; provided,
however that any year which contains the date of February 29
shall consist of 366 consecutive Days.

1.2 References. As used in this Agreement, unless expressly stated
otherwise, references to (a) "including" mean "including, without limitation",
and the words "hereof", "herein", and "hereunder", and similar words, refer to
this Agreement as a whole and not to any particular Article, provision, section
or paragraph of this Agreement and (b) "or" mean "either or both". Unless
otherwise specified, all references in this Agreement to Sections, paragraphs,
Exhibits or Schedules are deemed references to the corresponding Sections,
paragraphs, Exhibits or Schedules in this Agreement.

1.3 Headings. The headings of the Sections of this Agreement and of the
Schedules and Exhibits are included for convenience only and shall not be deemed
to constitute part of this Agreement or to affect the construction or
interpretation hereof or thereof.

ARTICLE II
TERM AND TERMINATION

2.1 Term. This Agreement shall be effective as of March 31, 1998 at
11:59 p.m. (Denver, Colorado time), and shall continue in effect for a primary
term ending March 31, 2018 at 11:59 p.m. (Denver, Colorado time), and shall
continue in effect from Year to Year thereafter; provided that either Party
shall have the right to terminate this Agreement effective March 31, 2018 at
11:59 p.m. (Denver, Colorado time), or any anniversary of such date by giving
the other Party at least six (6) months prior written notice.

2.2 Termination by TEPPCO. At the option of TEPPCO, the Project
Agreements shall all, but not less than all, terminate upon the happening of one
or more of the following events:

A. Proceedings shall be commenced by or against Duke Energy for any
relief under any bankruptcy or insolvency law, or any law relating
to the relief of debtors, readjustment of indebtedness,
reorganization, arrangement, composition, or extension; and, if
such proceedings have been commenced by a Person other than Duke
Energy, such proceeding shall not have been dismissed, nullified,
stayed, or otherwise rendered

-6-
76

ineffective (but then only so long as such stay shall continue in
force or such ineffectiveness shall continue) within ninety (90)
days after such proceedings shall have been commenced.

B. A decree or order of a court having jurisdiction in the premises
for the appointment of a receiver or liquidator or trustee or
assignee in bankruptcy or insolvency of Duke Energy or of a
substantial part of Duke Energy's property, or for the winding up
or liquidation of its affairs, shall have been entered, and such
decree or order shall have remained in force undischarged and
unstayed for a period of ninety (90) days, or any substantial part
of the property of Duke Energy shall be sequestered or attached and
shall not be returned to the possession of Duke Energy or released
from such attachment within ninety (90) days thereafter.

▇. ▇▇▇▇ Energy shall make a general assignment for the benefit of
creditors or shall admit in writing its inability to pay its debts
generally as they become due.

D. The filing of a certificate of dissolution by Duke Energy under the
laws of the state of its incorporation, or the entering of a final
order dissolving Duke Energy by any court of competent
jurisdiction.

E. There is a material default (other than the payment of money) by
Duke Energy under any of the Project Documents and such default
remains uncured for a period of thirty (30) days after the receipt
by Duke Energy from TEPPCO of written notice describing such
default in reasonable detail, or if the default is such that it
cannot be cured within such thirty (30) day period, Duke Energy
fails to commence action within such thirty (30) day period which
is calculated to cure such default and thereafter diligently pursue
such action to completion.

▇. ▇▇▇▇ Energy fails to make any payment when due under any of the
Project Agreements and such failure continues for thirty (30) days
after the receipt by Duke Energy from TEPPCO of written notice
thereof.

2.3 Termination by Duke Energy. At the option of Duke Energy, the
Project Agreements shall all, but not less than all, terminate upon the
happening of the following event:

-7-
77

A. TEPPCO fails to make any payment when due under any of the Project
Agreements and such failure continues for thirty (30) days after
the receipt by TEPPCO from Duke Energy of written notice thereof.

2.4 Payment of Liquidated Damages. Upon termination of the Project
Agreements by TEPPCO pursuant to Section 2.2 hereof, (i) Duke Energy shall pay
to TEPPCO within ten (10) days after any such termination, liquidated damages
calculated in accordance with the Liquidated Damages Formula and (ii) TEPPCO
shall convey the Fractionators to Duke Energy, free of all liens and
encumbrances created by, through or under TEPPCO. The Parties agree that the
actual damages to TEPPCO in the event of the breach of any of the Project
Documents by Duke Energy are impractical to ascertain and the amount of the
liquidated damages as determined in accordance with this Section 2.4 is a
reasonable estimate thereof and TEPPCO's sole and exclusive remedy with respect
thereto.

ARTICLE III
DUKE ENERGY'S RIGHTS AND OBLIGATIONS

3.1 Commitment to Process Dedicated Gas and Deliver Raw Product. Duke
Energy shall cause the Dedicated Gas to be processed and all Raw Product to be
delivered to TEPPCO at the Receipt Points for fractionation under the terms of
this Agreement, except as excluded pursuant to Section 3.2; provided, however,
if due to legitimate operational constraints or restrictions Duke Energy is
unable to process certain volumes of Dedicated Gas and deliver the Raw Product
derived therefrom to TEPPCO, then, provided that Duke Energy (i) notifies TEPPCO
of the occurrence of such operational constraints or restrictions as soon as
reasonably possible and (ii) uses commercially reasonable efforts to remove such
operational constraints and/or restrictions as soon as reasonably possible, Duke
Energy shall be relieved of its obligation to deliver such volumes of Raw
Product to TEPPCO for fractionation hereunder to the extent, and only to the
extent, that such operational constraints or restrictions exist and prevent such
delivery. TEPPCO acknowledges that as of the date hereof, Duke Energy is
diverting certain volumes of Dedicated Gas to Amoco's Wattenberg Natural Gas
Processing Plant due to legitimate operational constraints.

3.2 Exclusions. Any volumes of Raw Product in excess of those which
TEPPCO is able to physically accept for delivery and fractionate pursuant to
Article IV, are excepted from Duke Energy's commitment in Section 3.1.

3.3 Delivery of Raw Product. Duke Energy shall use commercially
reasonable efforts to deliver Raw Product to TEPPCO at the Receipt Points at a
flow rate that the Fractionators are physically capable of handling.

-8-
78

3.4 No Reduction of Raw Product Volume.

(a) If Duke Energy enters into a Compensable Amendment, then Duke
Energy shall keep TEPPCO whole for any loss of Specification Products
attributable thereto by paying to TEPPCO, within thirty (30) days after any such
loss first occurs, liquidated damages calculated in accordance with the
Liquidated Damages Formula, assuming that (i) V is equal to the annual
Specification Product volume (in Gallons) that would have been lost during the
immediately preceding Year if such loss had occurred one Year earlier, (ii) N is
equal to the Fractionation Fee that would have been paid on the Lost
Specification Products attributable to such Compensable Amendment and (iii) A is
equal to the contract Year in which such loss occurs; provided, however, if the
cumulative effect of all losses occurring during any twelve (12) month period
(an "Adjustment Period") attributable to Compensable Amendments is a reduction
in the volumes of Specification Products delivered by TEPPCO to Duke Energy
during the Adjustment Period by an amount in excess of twenty-five percent (25%)
of the volumes of Specification Products delivered by TEPPCO to Duke Energy in
the twelve (12) month period immediately preceding such Adjustment Period, then
TEPPCO shall have the right, at its option, to terminate the Project Agreements
and Duke Energy shall pay to TEPPCO within ten (10) days after any such
termination, liquidated damages calculated in accordance with the Liquidated
Damages Formula; and further provided, and except as provided in (c) below Duke
Energy shall not be required to pay a Fractionation Fee to TEPPCO on Lost
Specification Products on which Duke Energy had previously paid liquidated
damages to TEPPCO. The Parties agree that the actual damages to TEPPCO in the
event of a Compensable Amendment are impractical to ascertain and the amount of
the liquidated damages as determined in accordance with this Section 3.4 is a
reasonable estimate thereof and TEPPCO's sole and exclusive remedy with respect
thereto.

(b) Duke covenants and agrees to deliver to TEPPCO (i) copies of all
Compensable Amendments promptly after execution thereof and (ii) upon TEPPCO's
request, copies of other amendments to the Dedicated Producer Contracts.

(c) If, subsequent to a loss attributable to a Compensable Amendment,
the volumes of Raw Product attributable to such Compensable Amendment are later
delivered by Duke Energy to TEPPCO for fractionation in the Fractionators, then
Duke Energy shall pay to TEPPCO a Fractionation Fee on the amount, if any, by
which (i) the actual volumes of Lost Specification Products attributable to such
Compensable Amendment in each Year during the remainder of the term hereof
exceeds (ii) the volumes of Lost Specification Products attributable to such
Compensable Amendment on which TEPPCO was paid liquidated damages pursuant to
the Liquidated Damages Formula for each such Year.

-9-
79

3.5 Obligation to Obtain Right to Fractionate. With respect to any
future agreement that Duke Energy or any of its Affiliates enters into
pertaining to natural gas that (i) is produced from the Dedicated Lands, (ii) is
transported through any of the Dedicated Gathering Pipelines, (iii) becomes
subject to a Dedicated Producer Contract or (iv) is processed in any of the
Dedicated Plants, Duke Energy shall use commercially reasonable efforts to
obtain, or cause its Affiliate to obtain, the right to process such natural gas
and fractionate the natural gas liquids derived therefrom.

3.6 Sale or Conveyance of Dedicated Assets by Duke Energy. If, during
the term of this Agreement, Duke Energy or any of its Affiliates desires to
sell, assign, convey or otherwise transfer (a "Sale") any of their respective
control, rights, titles or other interests in and to all or any part of any of
this Agreement, the Dedicated Gas, Dedicated Producer Contracts, the Dedicated
Gathering Pipelines and/or the Dedicated Plants (collectively, the "Dedicated
Assets") then Duke Energy shall notify TEPPCO in writing of any such Sale (a
"Sale Notice") and the identity of the purchaser at least sixty (60) days prior
to the proposed closing of any such sale. The rights of TEPPCO with respect to
any such Sale shall then be determined by the nature of such Sale as follows:

A. If such Sale involves all or a material part of (i) the Dedicated
Assets and/or (ii) Duke Energy's interest in this Agreement, upon
the receipt of a Sale Notice, TEPPCO shall have the right to
terminate this Agreement effective as of the closing of such Sale
by delivering written notice of termination to Duke Energy within
thirty (30) days after receipt of the Sale Notice. If TEPPCO elects
to terminate this Agreement pursuant to the immediately preceding
sentence, then Duke Energy and TEPPCO shall be relieved of all
further obligations and liabilities under the Project Agreements as
of the closing of the Sale, except for those obligations and
liabilities that survive termination, and within ten (10) days
after such termination, (i) Duke Energy shall pay to TEPPCO
liquidated damages calculated in accordance with the formula set
forth on the attached Exhibit F (the "Liquidated Damages Formula")
and (ii) TEPPCO shall convey the Fractionators to Duke Energy, free
of all liens and encumbrances created by, through or under TEPPCO.
If TEPPCO fails to timely respond to a Sale Notice or responds and
elects to not terminate this Agreement:

(1) if such Sale involves an assignment of all of Duke Energy's
interest in this Agreement, then, as of the closing of such
Sale, Duke Energy shall be relieved of all further
obligations and

-10-
80

liabilities under this Agreement accruing after the date of
any such assignment, and

(a) if such Sale also includes the Greeley Plant, then, as
of the closing, Duke Energy shall be relieved of all
further obligations and liabilities accruing after the
date of assignment under (1) the Lease and (2) the O&M
Agreement to the extent applicable to the Greeley
Fractionator; and

(b) if such Sale also includes the Spindle Plant, then, as
of the closing, Duke Energy shall be relieved of all
further obligations and liabilities accruing after the
date of assignment under (1) the Sublease and (2) the
O&M Agreement to the extent applicable to the Spindle
Fractionator as of the closing of the Sale; or

(2) if such Sale does not involve an assignment of Duke
Energy's interest in this Agreement, and as a result of
such Sale, there are Lost Specification Products, then
Duke Energy shall keep TEPPCO whole for such loss by
paying to TEPPCO, within thirty (30) days after the closing
of such Sale, liquidated damages calculated in accordance
with the Liquidated Damages Formula, assuming that (i) V is
equal to the annual Specification Product volume (in
Gallons) attributable to the Dedicated Assets sold for
the Year immediately preceding the date of closing of such
Sale, (ii) N is equal to the Fractionation Fee that would
have been paid on the Lost Specification Products
attributable to such Sale and (iii) A is equal to the
contract Year in which the date of closing of such Sale
occurs.

B. If such Sale does not involve a material part of the Dedicated
Assets or Duke Energy's interest in this Agreement, and as a result
of such Sale, there are Lost Specification Products, then Duke
Energy shall keep TEPPCO whole for such loss by paying to TEPPCO,
within thirty (30) days after the closing of such Sale, liquidated
damages calculated in accordance with the Liquidated Damages
Formula, assuming that (i) V is equal to the annual Specification
Product volume (in Gallons) attributable to the Dedicated Assets
sold for the Year immediately preceding the date of closing of such
Sale, (ii) N is equal to the Fractionation Fee that would have been
paid on the Lost Specification Products attributable to such Sale
and (iii) A is equal to the contract Year in which the date of
closing of such Sale occurs.

-11-

As used in this Section 3.6, the term "material" shall mean, individually or in
the aggregate, any Sale or Sales of Dedicated Assets which produce, gather,
transport and/or process natural gas and/or natural gas liquids which contribute
more than ten percent (10%) of the Raw Product volumes as reasonably estimated
at the time of the Sale. The Parties agree that the actual damages to TEPPCO in
the event of a Sale are impractical to ascertain and the amount of the
liquidated damages as determined in accordance with this Section 3.6 is a
reasonable estimate thereof and TEPPCO's sole and exclusive remedy with respect
thereto.

ARTICLE IV
TEPPCO'S RIGHTS AND OBLIGATIONS

4.1 Commitment to Fractionate. Subject to the physical capacity and
capabilities of the Fractionators, TEPPCO shall accept delivery of and provide
fractionation on a firm basis for (i) up to a maximum of 378,000 Gallons per Day
of Raw Product delivered by Duke Energy to TEPPCO at the Receipt Point for the
Greeley Fractionator and (ii) up to a maximum of 126,000 Gallons per Day of Raw
Product delivered by Duke Energy to TEPPCO at the Receipt Point for the Spindle
Fractionator. Volumes of Raw Product in excess of such amounts per Day will be
accepted by TEPPCO for fractionation on a space available basis at the
Fractionators. With respect to Lost Specification Products for which Duke Energy
has previously paid liquidated damages to TEPPCO, TEPPCO will fractionate such
Lost Specification Products should they again be delivered to TEPPCO but will
not be obligated to pay an O&M Fee to Duke Energy pursuant to the terms of the
O&M Agreement except on volumes for which a Fractionation Fee is paid pursuant
to Section 3.4(c) hereof.

4.2 Delivery of Specification Products. Subject to the physical
capacity and capabilities of the Fractionators and normal processing and
measurement gains and losses, TEPPCO shall deliver to Duke Energy at the
Delivery Points the Specification Products which Duke Energy requests to be
fractionated.

4.3 Installation of Equipment, Improvements and Modifications. TEPPCO
shall have the right to install additional equipment and/or make improvements or
modifications to the Fractionators, provided that the same shall not
unreasonably interfere with Duke Energy's operations at the Greeley Plant and/or
Spindle Plant or reduce past operating efficiencies of the Fractionators.

ARTICLE V
TITLE; RISK OF LOSS

Duke Energy represents and warrants to TEPPCO that it has the right to
cause to be fractionated the Raw Product delivered hereunder. Prior to delivery
of the Raw Product to TEPPCO at the Receipt Points, custody and risk of loss to
the Raw Product shall remain with Duke Energy. Custody and risk of loss of the
Raw Product shall transfer to TEPPCO at the Receipt Points, subject to Duke
Energy's right to receive Specification Products attributable thereto at the
Delivery Points.

-12-
82
Custody and risk of loss of the Product shall transfer back to Duke Energy when
the Specification Products are delivered to Duke Energy at the Delivery Points.
Title to the Raw Product and the Specification Products shall remain in Duke
Energy at all times. TEPPCO shall at no time take title to the Raw Product or
the resulting Specification Products. TEPPCO shall not encumber or cause to be
encumbered Specification Products returned to Duke Energy.

ARTICLE VI
MEASUREMENT, QUALITY AND DELIVERY PRESSURE OF RAW PRODUCT

6.1 Measurement. Volumes of Specification Products shall be measured
according to one of the following procedures:

(a) By scaled weight based on GPA Standard 8186-86 (Measurement of
Liquid Hydrocarbons by Truck Scales);

(b) By mass measurement based on Chapter 4 (Proving Systems), Chapter 5
(Liquid Metering) and Chapter 14.7 (Mass Measurement of Natural Gas Liquids) of
the American Petroleum Institute Manual of Petroleum Measurement Standards and
(ii) calculated based on Chapter 14.4 (Converting Mass of Natural Gas Liquids
and Vapors to Equivalent Liquid Volumes) of the American Petroleum Institute
Manual of Petroleum Measurement Standards; or

(c) Ethane (C2) shall be measured in a vapor phase by orifice
measurement based on API Chapter 21 (Flow Measurement Using Electronic Metering
Systems) and API Chapter 14-3 (Natural Gas Fluids Measurement, Concentric,
Square-Edged Orifice Meters).

6.2 Quality. Raw Product delivered by Duke Energy to TEPPCO at the
Receipt Points shall not be deleterious to the operation of, or otherwise cause
damage to, the Fractionators. TEPPCO shall have the right to reject, and refuse
to fractionate, any Raw Product which does not meet such standards.

6.3 Delivery Pressure. Raw Product shall be delivered by Duke Energy to
TEPPCO at the Receipt Points at sufficient pressure to maintain the Raw Product
in a liquid state at all times. TEPPCO shall have the right to reject, and
refuse to fractionate, any Raw Product which is not in a liquid state.

6.4 Greeley Frac Measurement. Gallons of Specification Products
delivered by TEPPCO at the Greeley Fractionator shall be measured and calculated
as follows:

-13-
83

multiplying the number of MCF's contained in the vapor stream
times the GPM's which are attributable to C2 (ethane) and heavier
components of the vapor.

(b) The Specification Product recovered as a liquid shall be measured

as follows: the ending tankage inventory minus beginning tankage
inventory plus sales of the Specification Product less the
Specification Product delivered to the Greeley Fractionator from
the Spindle Plant.

6.5 Spindle Frac Measurement. Gallons of Specification Products
delivered by TEPPCO at the Spindle Fractionator shall be measured and calculated
as follows:

(a) With respect to ethane recovered as a vapor, the vapors shall be
measured to determine the volume measured in thousand cubic feet
("MCF") and sampled to determine the gallons per MCF ("GPM"); then
the gallons are determined by multiplying the number of MCF's
contained in the vapor stream times the GPM's which are
attributable to C2 (ethane) and heavier components of the vapor.

(b) The Specification Product recovered as a liquid shall be measured
as follows: the ending tankage inventory minus beginning tankage
inventory plus sales of the Specification Product (including
deliveries to the Greeley Fractionator) plus sales of
Specification Product delivered to the Amoco Pipeline.

ARTICLE VII
COMPENSATION TO TEPPCO

7.1 Fractionation Fee for Initial Period. As full consideration for the
fractionation services provided hereunder, Duke Energy shall pay to TEPPCO a fee
(the "Fractionation Fee") for each Gallon of Specification Product delivered to
Duke Energy by TEPPCO at the Delivery Points (as measured in accordance with
Article VI herein) during the Initial Period as follows:

-14-
84

Gallons/Year Ending on Each Fractionation
Anniversary of the Effective Date Fee/Gallon
--------------------------------- ------------

first 25 million Gallons $0.0825
next 25 million Gallons (25,000,001 to 50,000,000) $0.0725
next 25 million Gallons (50,000,001 to 75,000,000) $0.0675
next 25 million Gallons (75,000,001 to 100,000,000) $0.0600
next 35 million Gallons (100,000,001 to 135,000,000) $0.0000
over 135 million Gallons $0.0100

7.2 Fractionation Fee for Remainder of Term. As full consideration for
the fractionation services provided hereunder, Duke Energy shall pay to TEPPCO a
Fractionation Fee of $0.0425 for each Gallon of Specification Product delivered
to Duke Energy by TEPPCO at the Delivery Points (as measured in accordance with
Article VI herein) during the period of time beginning on the day after the
expiration of the Initial Period through and including the last day of the term
of this Agreement.

ARTICLE VIII
TAXES AND OTHER PAYMENTS

Duke Energy shall be responsible for the payment of all royalties,
overriding royalties, and other payments due or to become due on the Dedicated
Gas, Raw Product and/or Specification Products. Any tax (except any future tax
on the fractionation of natural gas liquids which shall be borne and paid
equally by the Parties) applicable to the Dedicated Gas, the Raw Product or the
Specification Products, including but not limited to, any tax applicable to
stored volumes of Raw Product or Specification Products, shall be borne and paid
by Duke Energy unless such tax is by law imposed upon TEPPCO, in which event,
such tax shall be paid by TEPPCO and charged to and reimbursed by Duke Energy.

ARTICLE IX
ACCOUNTING PROCEDURE

9.1 Billing. Statements shall be prepared by Duke Energy and furnished
to TEPPCO before the 20th day of each month for volumes of Specification
Products delivered to Duke Energy at the Delivery Points (as measured in
accordance with Article VI herein) during the prior month, which volumes shall
serve as an estimate of the volumes of Specification Products that will be
delivered to Duke Energy at the Delivery Points during such current month.
Within five (5) days after TEPPCO's receipt of such statement, TEPPCO shall
deliver to Duke Energy an invoice for the Fractionation Fee payable by Duke
Energy to TEPPCO using the volumes of estimated Specification Products covered
by such statement, as adjusted to correct for the effect of the estimate of
volumes contained in the statement delivered during the immediately preceding
month.

-15-
85

9.2 Audit Rights. In accordance with the Confidentiality Agreement of
even date herewith between the Parties, each Party shall have, at its expense,
the right at all times to examine the books and records of the other Party,
during normal working hours, to the extent necessary to verify the accuracy of
any invoice, statement, charge, computation or demand made under or pursuant to
this Agreement. Each Party agrees to keep records and books of account in
accordance with generally accepted accounting principles in the industry. The
Parties agree that the sole and exclusive remedy and measure of damages for any
improper payments under this Agreement shall be the payment of the amount of
underpayment or the recovery of the amount of overpayment, as the case may be,
during the two (2) year period immediately preceding the date on which a Party
notifies the other Party in writing of an error, mistake, inaccuracy or other
claim with respect to any such invoice, statement, charge, computation or
demand.

ARTICLE X
PAYMENT AND INTEREST ON LATE PAYMENTS

10.1 Payment. Payment for all invoices delivered hereunder will be due
within ten (10) days after receipt.

10.2 Interest on Late Payments. All past due payments hereunder shall
bear interest from the date due until paid at a rate equal to the lesser of (a)
a per annum rate equal to the prime rate of interest charged by Citibank, N.A.
plus five percent (5%) or (b) the maximum non-usurious rate of interest
permitted to be charged under applicable law.

ARTICLE XI
FORCE MAJEURE

11.1 Effect of Force Majeure. In the event of Duke Energy or TEPPCO
being rendered unable, wholly or in part, by Force Majeure (as defined herein)
to carry out its obligations under this Agreement, other than to make payments
due hereunder, it is agreed that on such Party's giving notice and full
particulars (including all supporting documentation) of such Force Majeure to
the other Party as soon as practicable after the occurrence of the cause relied
on, then the obligations of the Parties, so far as they are affected by such
Force Majeure, shall be suspended during the continuance of any inability so
caused but for no longer period. The non-performing Party shall use commercially
reasonable efforts to mitigate the effects of the Force Majeure and remedy its
inability to perform as soon as reasonably possible.

11.2 Definition of Force Majeure. The term "Force Majeure" shall mean
any circumstances beyond the reasonable control of the Party experiencing such
inability to perform, whether of the kind enumerated herein or not, including
but not limited to, acts of God, strikes, lockouts or industrial disputes or
disturbances, civil disturbances, arrest and restraint of rulers or people,
interruptions by government or court orders, necessity for compliance with any
present and future valid orders of court, or any law, statute, ordinance or
regulation promulgated by any

-16-
86

Governmental Authority having proper jurisdiction, acts of the public enemy,
wars, riots, blockades, insurrections, including inability to secure materials
by reason of allocations promulgated by any authorized Governmental Authority,
epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts,
inclement weather which necessitates extraordinary measures and expense to
construct facilities and/or maintain operations, explosions, partial or entire
failure of gas supply, breakage or accident to machinery or lines of pipe,
freezing or excessive heating of ▇▇▇▇▇ or pipelines, inability to obtain or
delays in obtaining easements or rights-of-way, the shutting in of facilities
for the making of repairs, alterations or maintenance to ▇▇▇▇▇, pipelines or
plants.

11.3 Exceptions to Force Majeure. Neither Party shall be entitled to
the benefit of the provisions of this Article XI under either or both of the
following circumstances:

(a) To the extent that the inability to perform was caused by the
Party claiming Force Majeure having failed to remedy the
condition by taking all reasonable acts, short of litigation,
if such remedy requires litigation, and having failed to
resume performance of such commitments or obligations with
reasonable dispatch; or

(b) If the inability to perform was caused by lack of funds, or
with respect to the payment of any amount or amounts then due
hereunder.

11.4 Strikes and Lockouts. Settlement of strikes and lockouts shall be
entirely within the discretion of the Party affected, and the duty that any
event of Force Majeure shall be remedied with all reasonable dispatch shall not
require the settlement of strikes and lockouts by acceding to the demands of the
Parties directly or indirectly involved in such strikes or lockouts when such
course is inadvisable in the discretion of the Party having such difficulty.

ARTICLE XII
INDEMNIFICATION

Indemnification provisions pertaining to this Agreement are set forth
in the O&M Agreement.

ARTICLE XIII
DISPUTES

13.1 Dispute Resolution; Arbitration. In the event of any controversy
or claim, whether based in contract, tort or otherwise, arising out of or
relating to this Agreement or the scope, breach, termination or validity of this
Agreement (a "Disputed Claim"), the Parties shall promptly seek to resolve any
such Disputed Claim by negotiations between senior executives of the Parties who
have authority to settle the Disputed Claim. When a Party believes there is a
Disputed Claim under this Agreement, that Party will give the other Party
written notice of the Disputed Claim. Within thirty (30) days after receipt of
such notice, the receiving Party shall submit to the other a written response.

-17-
87

Both the notice and response shall include (i) a statement of each Party's
position and a summary of the evidence and arguments supporting its position,
and (ii) the name, title, fax number, and telephone number of the executive who
will represent that Party. In the event the Disputed Claim involves a claim
arising out of the actions of any Person not a signatory to this Agreement, the
receiving Party shall have such additional time as necessary, not to exceed an
additional thirty (30) Days, to investigate the Disputed Claim before submitting
a written response. The executives shall meet at a mutually acceptable time and
place within fifteen (15) days after the date of the response and thereafter as
often as they reasonably deem necessary to exchange relevant information and to
attempt to resolve the Disputed Claim. If one of the executives intends to be
accompanied at a meeting by an attorney, the other executive shall be given at
least five (5) working Days' notice of such intention and may also be
accompanied by an attorney. All negotiations and communications pursuant to this
Article XIII shall be treated and maintained by the Parties as confidential
information and shall be treated as compromise and settlement negotiations for
the purposes of the Federal and State Rules of Evidence.

13.2 Failure to Resolve Through Negotiations. If the Disputed Claim has
not been resolved within sixty (60) days after the date of the response given
pursuant to Section 13.1 above, or such additional time, if any, that the
Parties mutually agree to in writing, or if the Party receiving such notice
denies the applicability of the provisions of Section 13.1 or otherwise refuses
to participate under the provisions of Section 13.1, either Party may initiate
binding arbitration pursuant to the provisions of Section 13.3 below.

13.3 Arbitration. Any Disputed Claims not settled pursuant to the
foregoing provisions shall be submitted to binding arbitration in accordance
with the following provisions. Arbitration shall be the sole and exclusive
remedy of the Parties in connection with any Disputed Claims hereunder.

(a) The Party desiring to initiate arbitration in connection with any
Disputed Claim shall send, via certified mail, written notice of
demand of arbitration to the other Party and the name of the
arbitrator appointed by the Party demanding arbitration together
with a statement of the matter in controversy.

-18-
88

to appoint an arbitrator, appointment shall be made, upon
application of either Party, pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. If any
arbitrator refuses or fails to fulfill his or her duties
hereunder, such arbitrator shall be replaced by the Party which
selected such arbitrator (or if such arbitrator was selected by
another Person, through the procedure which such arbitrator was
selected) pursuant to the foregoing provisions.

(c) Each arbitrator selected by the Parties shall be a certified
public accountant or licensed attorney with at least fifteen (15)
years of oil and gas experience as a certified public accountant
and/or practicing attorney. The arbitrators selected by the
Parties are not required to be neutral, but the third arbitrator
shall be neutral and shall be a certified public accountant. If
neither of the arbitrators appointed by or on behalf of the
Parties is a retired judge, then the third arbitrator shall be a
retired judge.

(d) The Parties hereto hereby request and consent to the three (3)
arbitrators conducting a hearing in Denver, Colorado, no later
than sixty (60) days following their selection or thirty (30) days
after all prehearing discovery has been completed, whichever is
later, at which the Parties shall present such evidence and
witnesses as they may choose, with or without counsel.

(e) Arbitration shall be conducted in accordance with the Commercial
Arbitration Rules and procedures of the American Arbitration
Association.

(f) The Federal Rules of Civil Procedure, as modified or supplemented
by the local rules of civil procedure for the U.S. District Court
of Colorado, shall apply in the arbitration. The Parties shall
make their witnesses available in a timely manner for discovery
pursuant to such rules. If a Party fails to comply with this
discovery agreement within the time established by the
arbitrators, after resolving any discovery disputes, the
arbitrators may take such failure to comply into consideration in
reaching their decision. All discovery disputes shall be resolved
by the arbitrators pursuant to the procedures set forth in the
Federal Rules of Civil Procedure.

(g) Adherence to formal rules of evidence shall not be required. The
arbitrators shall consider any evidence and testimony that they
determine to be relevant.

(h) The Parties hereto hereby request that the arbitrators render
their decision within thirty (30) Days following conclusion of the
hearing.

(i) Any decision by a majority of the arbitration panel shall be
final, binding and non-appealable. Any such decision may be filed
in any court of competent jurisdiction

-19-
89

and may be enforced by any Party as a final judgment in such
court. There shall be no grounds for appeal of any arbitration
award hereunder.

(j) The defenses of statute of limitations and laches shall be tolled
from and after the date a Party gives the other Party written
notice of a Disputed Claim as provided in Section 13.1 above until
such time as the Disputed Claim has been resolved pursuant to
Section 13.1, or an arbitration award has been entered pursuant to
Section 13.3.

13.4 Recovery of Costs and Attorneys' Fees. In the event arbitration or
(despite the Parties agreement to resolve the Disputed Claims through binding
arbitration) litigation arising out of this Agreement is initiated by either
Party, the prevailing Party, after the entry of a final non-appealable order,
shall be entitled to recover from the other Party, as a part of said order, all
court costs, fees and expenses of such arbitration (or litigation), including,
without limitation, reasonable attorneys' fees.

13.5 Choice of Forum. If, despite the Parties' agreement to submit any
Disputed Claims to binding arbitration, there are any court proceedings arising
out of or relating to this Agreement or the transactions contemplated hereby,
such proceedings shall be brought and tried in the federal or state courts
situated in the City and County of Denver, Colorado.

13.6 Jury Waivers. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO
DEMAND A TRIAL BY JURY.

13.7 Limitation of Damages. WHETHER OR NOT OCCASIONED BY A DEFAULT OR
OTHER BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
FOR SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS, OR CONSEQUENTIAL
DAMAGES EXCEPT FOR LIQUIDATED DAMAGES PAID BY DUKE ENERGY TO TEPPCO PURSUANT TO
SECTION 3.6 HEREOF.

13.8 Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the Parties shall be governed by, the law of
the state of Colorado, without regard to any conflict-of-laws provision thereof
that would otherwise require the application of the law of any other
jurisdiction.

ARTICLE XIV
REPRESENTATIONS AND WARRANTIES

14.1 Representations and Warranties of Duke Energy. Duke Energy
represents and warrants to TEPPCO as follows:

(a) Organization and Qualification. Duke Energy is a corporation
duly organized and validly existing in good standing under the laws of the state
of Colorado, is duly qualified to do business in each jurisdiction where its
failure to so qualify would have a material adverse effect on

-20-
90

its business, operations or financial condition, and has the corporate power and
authority to execute and deliver this Agreement and enter into and perform its
obligations hereunder.

(b) Authority; Enforceability. The execution, delivery and
performance hereof by Duke Energy have been duly authorized by all necessary
corporate action on the part of Duke Energy, are not inconsistent with Duke
Energy's articles of incorporation, bylaws or other similar governing documents,
do not and will not contravene any law or governmental rule, regulation or order
now in effect applicable to it, do not and will not contravene any provision of,
or constitute a default under, or result in the creation of any lien under, any
indenture, mortgage, contract or other instrument to which Duke Energy is a
party or by which it is bound or any judgment, injunction, order or decree
applicable to it, and do not and will not require the approval or consent of any
trustee or holder of indebtedness or obligations of Duke Energy. This Agreement
has been duly executed and delivered by Duke Energy. Assuming due authorization,
execution and delivery hereof by TEPPCO, upon execution and delivery hereof,
this Agreement will constitute the legal, valid and binding agreement of Duke
Energy, enforceable in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, reorganization, insolvency or similar
laws generally affecting the enforcement of creditors' rights and by the
availability of equitable remedies.

(c) Consents. No consents or approval of, giving of notice to,
registration with, or taking of any other action in respect of or by any
Governmental Authority is required with respect to the execution, delivery or
performance hereof by Duke Energy or, if any such approval, notice, registration
or action is required, it has been duly given or obtained.

(d) Actions. There are no actions, suits or proceedings pending
or, to the knowledge of Duke Energy, threatened against or affecting Duke Energy
in any court or before any governmental commission, board or authority or
arbitration board or tribunal which in the reasonable judgment of Duke Energy
would materially adversely affect Duke Energy's financial condition or business
or the transactions contemplated hereby.

(e) Dedicated Producer Contracts. The list of contracts described
on the attached Exhibit C is a complete, true and correct list of all Dedicated
Producer Contracts in effect as of the date hereof.

14.2 Representations and Warranties of TEPPCO. TEPPCO represents and
warrants to Duke Energy as follows:

(a) Organization and Qualification. TEPPCO is a limited liability
company duly organized and validly existing under the laws of the state of
Delaware, is duly qualified to do business in each jurisdiction where its
failure to so qualify would have a material adverse effect on its business,
operations or financial condition, and has the limited liability company power
and authority to execute and deliver this Agreement and enter into and perform
its obligations hereunder.

-21-
91

(b) Authority; Enforceability. The execution, delivery and
performance hereof by TEPPCO have been duly authorized by all necessary limited
liability company action on the part of TEPPCO, are not inconsistent with
TEPPCO's governing documents, do not and will not contravene any law or
governmental rule, regulation or order now in effect applicable to it, do not
and will not contravene any provision of, or constitute a default under, or
result in the creation of any lien under, any indenture, mortgage, contract or
other instrument to which TEPPCO is a party or by which it is bound or any
judgment, injunction, order or decree applicable to it, and do not and will not
require the approval or consent of any trustee or holder of indebtedness or
obligations of TEPPCO. This Agreement has been duly executed and delivered by
TEPPCO. Assuming due authorization, execution and delivery hereof by Duke
Energy, upon execution and delivery hereof, this Agreement will constitute the
legal, valid and binding agreement of TEPPCO, enforceable in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
reorganization, insolvency or similar laws generally affecting the enforcement
of creditors' rights and by the availability of equitable remedies.

(c) Consents. No consent or approval of, giving of notice to,
registration with, or taking of any other action in respect of or by any
Governmental Authority is required with respect to the execution, delivery or
performance hereof by TEPPCO or, if any such approval, notice, registration or
action is required, it has been duly given or obtained.

(d) Actions. There are no actions, suits or proceedings pending
or, to the knowledge of TEPPCO, threatened against or affecting TEPPCO in any
court or before any governmental commission, board or authority or arbitration
board or tribunal which in the reasonable judgment of TEPPCO would materially
adversely affect TEPPCO's financial condition or business or the transactions
contemplated hereby.

ARTICLE XV
GENERAL PROVISIONS

15.1 Notices. All notices, requests, demands and other communications
required or permitted to be given under this Agreement shall be deemed to have
been duly given if in writing and delivered personally or sent via first-class,
postage prepaid, registered or certified mail (return receipt requested), or by
overnight delivery service or facsimile transmission addressed as follows:

If to Duke Energy:

Duke Energy Field Services, Inc.
▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

-22-
92

and copy to:

Duke Energy Field Services, Inc.
▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

If to TEPPCO:

and copy to:

Any Party may change the address to which the communications are to be
directed to it by giving notice to the other in the manner provided in this
Section 15.1. Notice by mail shall be deemed to have been given and received on
the third calendar day after posting. Notice by overnight delivery service,
facsimile transmission or personal delivery shall be deemed given on the date of
actual delivery.

15.2 Waiver. No course of dealing and no delay on the part of either
Party in exercising any right, power or remedy shall operate as a waiver thereof
or otherwise prejudice such Party's rights, powers or remedies. No term or
condition of this Agreement shall be deemed to have been waived nor shall there
be any estoppel to enforce any provision of this Agreement except by written
instrument of the Parties charged with such waiver or estoppel. The waiver of
any breach of any term, condition or provision of this Agreement shall not be
construed as a waiver of any prior, concurrent or subsequent breach of the same
or any other term, condition or provision hereof.

-23-
93

15.3 Entire Agreement. The Project Agreements and any related documents
between the Parties of even date herewith, including exhibits and schedules
attached thereto, constitute the final and entire agreement between the Parties
concerning the subject matter thereof, and supersedes all prior and
contemporaneous agreements and undertakings of the Parties in connection
therewith. The Project Agreements may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the Parties. There are no oral
agreements between the Parties.

15.4 Successors and Assigns. Assignment provisions pertaining to this
Agreement are set forth in the O&M Agreement.

15.5 Conflicts. In the event of any conflict between the provisions of
this Agreement and any exhibits or schedules attached hereto, the provisions of
this Agreement shall prevail.

15.6 Laws and Regulations. This Agreement and the performance hereof
shall be subject to all valid and applicable federal and state laws and to the
valid and applicable orders, laws, rules, and regulations of any state or
federal authority having jurisdiction, but nothing contained herein shall be
construed as a waiver of any right to question or contest any such order, law,
rule, or regulation in any forum having jurisdiction.

15.7 Recording. Duke Energy and TEPPCO shall execute, acknowledge,
deliver and record a "short form" memorandum of this Agreement in the form of
the attached Exhibit G, which shall be placed of record in the counties in which
the Dedicated Lands are situated. Promptly upon request by either Party at any
time following the expiration or earlier termination of this Agreement, however
such termination may be brought about, Duke Energy and TEPPCO shall execute and
deliver to each other an instrument, in recordable form, evidencing the
termination of this Agreement.

15.8 Severability. The invalidity or unenforceability of any provision
of this Agreement shall in no way affect the validity or enforceability of any
other provision hereof.

15.9 Time of Essence. Time is of the essence in the performance of all
obligations falling due hereunder.

15.10 Captions. The headings to Articles, Sections and other
subdivisions of this Agreement are inserted for convenience of reference only
and will not affect the meaning or interpretation of this Agreement.

15.11 Schedules and Exhibits. All schedules and exhibits hereto which
are referred to herein are hereby made a part hereof and incorporated herein by
such reference.

15.12 No Partnership. The relationship between Duke Energy and TEPPCO
at all times shall not be deemed a partnership or joint venture.

-24-
94

15.13 No Third Party Beneficiaries. Subject to the provisions of
Section 15.4 hereof, this Agreement inures to the sole and exclusive benefit of
Duke Energy and TEPPCO, their respective successors, legal representatives and
assigns, and confers no benefit on any third party.

15.14 Mutual Cooperation; Further Assurances. Upon request by either
Party from time to time during the term of this Agreement, each Party agrees to
execute and deliver all such other and additional instruments, notices and other
documents and do all such other acts and things as may be necessary to carry out
the purposes of this Agreement and to more fully assure the Parties' rights and
interests provided for hereunder. Duke Energy and TEPPCO each agree to cooperate
with the other on all matters relating to required permits and regulatory
compliance by either Duke Energy or TEPPCO in respect of the Fractionators so as
to ensure continued full operation of the Fractionators by TEPPCO pursuant to
the terms of this Agreement.

15.15 Survival. Survival provisions pertaining to this Agreement are
set forth in the O&M Agreement.

15.16 Other Project Agreements. In the event of any conflict between
the provisions of any of the Project Agreements with each other or with the
Asset Purchase Agreement, the provisions of the O&M Agreement shall control over
the inconsistent provisions of any of the other Project Documents or the Asset
Purchase Agreement.

15.17 Amendments; Changes; Modifications. This Agreement may not be
effectively amended, changed, modified, altered or terminated, except as
provided herein, without the written consent of the Parties and such consent
shall be effective only in the specific instance and for the specific purpose
for which it is given.

The Parties hereto have executed this Agreement to be effective as of
the day first hereinabove written.

DUKE ENERGY:

DUKE ENERGY FIELD SERVICES, INC.

By:
------------------------------
Name:
---------------------------
Title:
---------------------------

TEPPCO:

TEPPCO COLORADO, LLC

By:
------------------------------
Name:
---------------------------
Title:
---------------------------

-25-
95

EXHIBIT A

DEDICATED LANDS

The lands within the following townships are dedicated to the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ 58 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 9 North, Range 59 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 9 North, Range 60 West, 6th P.M., Weld County, Colorado;
Township 9 North, Range 61 West, 6th P.M., Weld County, Colorado;
Township 9 North, Range 62 West, 6th P.M., Weld County, Colorado;
Township 9 North, Range 63 West, 6th P.M., Weld County, Colorado;
Township 9 North, Range 64 West, 6th P.M., Weld County, Colorado;
Township 9 North, Range 65 West, 6th P.M., Weld County, Colorado;
Township 9 North, Range 66 West, 6th P.M., Weld County, Colorado;
Township 9 North, Range 67 West, 6th P.M., Weld County, Colorado;
Township 9 North, Range 68 West, 6th P.M., Larimer County, Colorado;
Township 9 North, Range 69 West, 6th P.M., Larimer County, Colorado;
Township 8 North, Range 58 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 8 North, Range 59 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 8 North, Range 60 West, 6th P.M., Weld County, Colorado;
Township 8 North, Range 61 West, 6th P.M., Weld County, Colorado;
Township 8 North, Range 62 West, 6th P.M., Weld County, Colorado;
Township 8 North, Range 63 West, 6th P.M., Weld County, Colorado;
Township 8 North, Range 64 West, 6th P.M., Weld County, Colorado;
Township 8 North, Range 65 West, 6th P.M., Weld County, Colorado;
Township 8 North, Range 66 West, 6th P.M., Weld County, Colorado;
Township 8 North, Range 67 West, 6th P.M., Weld County, Colorado;
Township 8 North, Range 68 West, 6th P.M., Larimer County, Colorado;
Township 8 North, Range 69 West, 6th P.M., Larimer County, Colorado;
Township 7 North, Range 58 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 7 North, Range 59 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 7 North, Range 60 West, 6th P.M., Weld County, Colorado;
Township 7 North, Range 61 West, 6th P.M., Weld County, Colorado;
Township 7 North, Range 62 West, 6th P.M., Weld County, Colorado;
Township 7 North, Range 63 West, 6th P.M., Weld County, Colorado;
Township 7 North, Range 64 West, 6th P.M., Weld County, Colorado;
Township 7 North, Range 65 West, 6th P.M., Weld County, Colorado;
Township 7 North, Range 66 West, 6th P.M., Weld County, Colorado;
Township 7 North, Range 67 West, 6th P.M., Weld County, Colorado;
Township 7 North, Range 68 West, 6th P.M., Larimer County, Colorado;
Township 7 North, Range 69 West, 6th P.M., Larimer County, Colorado;

Township 6 North, Range 58 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 6 North, Range 59 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 6 North, Range 60 West, 6th P.M., Weld County, Colorado;
Township 6 North, Range 61 West, 6th P.M., Weld County, Colorado;
Township 6 North, Range 62 West, 6th P.M., Weld County, Colorado;
Township 6 North, Range 63 West, 6th P.M., Weld County, Colorado;
Township 6 North, Range 64 West, 6th P.M., Weld County, Colorado;
Township 6 North, Range 65 West, 6th P.M., Weld County, Colorado;
Township 6 North, Range 66 West, 6th P.M., Weld County, Colorado;
Township 6 North, Range 67 West, 6th P.M., Weld County, Colorado;
Township 6 North, Range 68 West, 6th P.M., Larimer County, Colorado;
Township 6 North, Range 69 West, 6th P.M., Larimer County, Colorado;
Township 5 North, Range 58 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 5 North, Range 59 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 5 North, Range 60 West, 6th P.M., Weld County, Colorado;
Township 5 North, Range 61 West, 6th P.M., Weld County, Colorado;
Township 5 North, Range 62 West, 6th P.M., Weld County, Colorado;
Township 5 North, Range 63 West, 6th P.M., Weld County, Colorado;
Township 5 North, Range 64 West, 6th P.M., Weld County, Colorado;
Township 5 North, Range 65 West, 6th P.M., Weld County, Colorado;
Township 5 North, Range 66 West, 6th P.M., Weld County, Colorado;
Township 5 North, Range 67 West, 6th P.M., Weld County, Colorado;
Township 5 North, Range 68 West, 6th P.M., Larimer County, Colorado;
Township 5 North, Range 69 West, 6th P.M., Larimer County, Colorado;
Township 4 North, Range 58 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 4 North, Range 59 West, 6th P.M., ▇▇▇▇▇▇ County, Colorado;
Township 4 North, Range 60 West, 6th P.M., Weld County, Colorado;
Township 4 North, Range 61 West, 6th P.M., Weld County, Colorado;
Township 4 North, Range 62 West, 6th P.M., Weld County, Colorado;
Township 4 North, Range 63 West, 6th P.M., Weld County, Colorado;
Township 4 North, Range 64 West, 6th P.M., Weld County, Colorado;
Township 4 North, Range 65 West, 6th P.M., Weld County, Colorado;
Township 4 North, Range 66 West, 6th P.M., Weld County, Colorado;
Township 4 North, Range 67 West, 6th P.M., Weld County, Colorado;
Township 4 North, Range 68 West, 6th P.M., Weld County, Colorado;
Township 4 North, Range 69 West, 6th P.M., Boulder County, Colorado;
Township 3 North, Range 58 West, 6th P.M., Weld County, Colorado;
Township 3 North, Range 59 West, 6th P.M., Weld County, Colorado;
Township 3 North, Range 60 West, 6th P.M., Weld County, Colorado;
Township 3 North, Range 61 West, 6th P.M., Weld County, Colorado;
Township 3 North, Range 62 West, 6th P.M., Weld County, Colorado;

▇-▇
▇▇

▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ 63 West, 6th P.M., Weld County, Colorado;
Township 3 North, Range 64 West, 6th P.M., Weld County, Colorado;
Township 3 North, Range 65 West, 6th P.M., Weld County, Colorado;
Township 3 North, Range 66 West, 6th P.M., Weld County, Colorado;
Township 3 North, Range 67 West, 6th P.M., Weld County, Colorado;
Township 3 North, Range 68 West, 6th P.M., Weld County, Colorado;
Township 3 North, Range 69 West, 6th P.M., Boulder County, Colorado;
Township 2 North, Range 58 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 59 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 60 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 61 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 62 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 63 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 64 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 65 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 66 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 67 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 68 West, 6th P.M., Weld County, Colorado;
Township 2 North, Range 69 West, 6th P.M., Boulder County, Colorado;
Township 1 North, Range 58 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 59 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 60 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 61 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 62 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 63 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 64 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 65 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 66 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 67 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 68 West, 6th P.M., Weld County, Colorado;
Township 1 North, Range 69 West, 6th P.M., Boulder County, Colorado;
Township 1 South, Range 58 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 1 South, Range 59 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 1 South, Range 60 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 1 South, Range 61 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 1 South, Range 62 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 1 South, Range 63 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 1 South, Range 64 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 1 South, Range 65 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 1 South, Range 66 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 1 South, Range 67 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 1 South, Range 68 West, 6th P.M., ▇▇▇▇▇ County, Colorado;

▇-▇
▇▇

▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ 60 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 2 South, Range 58 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 2 South, Range 59 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 2 South, Range 60 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 2 South, Range 61 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 2 South, Range 62 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 2 South, Range 63 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 2 South, Range 64 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 3 South, Range 58 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 3 South, Range 59 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 3 South, Range 60 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 3 South, Range 61 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 3 South, Range 62 West, 6th P.M., ▇▇▇▇▇ County, Colorado;
Township 3 South, Range 63 West, 6th P.M., ▇▇▇▇▇ County, Colorado.

A-4
99

EXHIBIT B

DEDICATED PLANTS

PLANT NAME LEGAL DESCRIPTION (ALL LOCATED WITHIN WELD COUNTY, COLORADO)

Eaton Plant ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇ Plant ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇

▇▇▇▇▇▇▇ Plant ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇

▇▇▇▇▇▇▇ Plant Section 28, Township 6 North, Range 65 West

Spindle Plant Section 34, Township 2 North, Range 67 West

100
EXHIBIT C

DEDICATED PRODUCER CONTRACTS

WELD SYSTEM

GPA.001.K Aceite Oil

GPA.002.K ▇▇▇▇▇▇ Oil Company (was JRC)

GPA.003.K Buck Ltd.

GPA.005.K Sovereign Oil Co.

GPA.006.K Cody/▇▇▇▇▇▇▇

GPA.007.K Golden Buckeye (Combined
w/GPA.001.L)

▇▇▇.▇▇▇.▇▇ MGF Oil (AI)

▇▇▇.▇▇▇.▇▇ Kauffman & ▇▇▇▇▇▇▇▇▇▇

▇▇▇.▇▇▇.▇▇ Rocky Mountain Production Co.

GPA.016.K Great Western Oil Co., Inc.

GPA.017.K Energy Minerals Corp.

GPA.028.K CDM Oil & Gas

▇▇▇.▇▇▇.▇▇ Centennial Petroleum, Inc.

▇▇▇.▇▇▇.▇▇ Decalta International Corp.

GPA.032.K ▇▇▇▇▇▇-▇▇▇▇ Petroleum

GPA.034.KPT Noarko Resources, Inc.

GPA.035 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.

GPA.038.K Discovery Oil, Ltd.

101

GPA.039.K Blue Chip Oil, Inc.

GPA.042.K H&C Colton Company

GPA.043.K H&C Colton Company

GPA.044.K Colton & Colton

▇▇▇.▇▇▇.▇▇ Morgan Energy Corp.

▇▇▇.▇▇▇.▇▇ Sunshine Valley Petroleum

GPA.049.KPT ▇▇▇ ▇▇▇▇▇▇▇

GPA.057.K Basin Exploration, Inc.

GPA.062.K ▇▇▇▇▇▇▇▇ Corporation

GPA.064.K Weeks Energy Minerals Corp.

GPA.066.K ▇▇▇▇▇▇▇▇ Corporation

GPA.068.K ▇▇▇▇▇▇ Energy

GPA.069.K Eddy Oil Company

GPA.070.K Universal Oil & Gas

GPA.071.K ▇▇▇▇▇▇ Oil Company (was JRC)

GPA.072.K Amoco Production Company

▇▇▇.▇▇▇.▇▇ HELMMCO, Private & ▇▇▇▇-▇▇▇▇▇▇▇▇

GPA.076.K ▇▇▇▇▇▇ Oil Company
(was Energy Oil, Inc.

GPA.078.K ▇▇▇▇▇▇▇▇▇▇ Oil

GPA.079.K Basin Exploration

GPA.081.K ▇▇▇▇▇▇▇▇▇▇ Oil

C-2

102
GPA.083.K ▇▇▇▇▇ Energy Corporation

GPA.094.K Sunshine Valley Petroleum

GPA.095.K Conquest Oil Company

GPA.096.K ▇▇▇▇▇ ▇▇▇▇▇ Resources

GPA.099.K Lyco Energy

GPA.101.K Universal Oil & Gas, Inc.

▇▇▇.▇▇▇.▇▇ Kauffman & ▇▇▇▇▇▇▇▇▇▇

GPA.103.K Rock Oil Corporation

GPA.105.K Universal Oil & Gas

GPA.106.K Sunshine Valley Petroleum

▇▇▇.▇▇▇.▇▇ Shenandoah Production Co.

GPA.108.K Bataa Oil, Inc.

GPA.110.K Blue Chip Oil, Inc.

▇▇▇.▇▇▇.▇▇ Basin Exploration, Inc.

GPA.113.K ▇▇▇▇▇▇ Energy Corp.

GPA.114.K Decalta International

GPA.117.K Bataa Oil, Inc.

GPA.120.K Mission Oil Corporation
(replaces GPA.030.K)

GPA.121.K ▇▇▇▇▇▇▇ Drilling

GPA.123.K Golden Buckeye
(Combined with GPA.001.L)

GPA.124.K Amoco Production Co.
(Residue Gas Trans/Purchase)

C-3

103
GPA.125.K ▇▇▇▇▇▇ Limited Pshp.

GPA.127.K Eddy Oil Company

GPA.128.K Lyco Energy

GPA.130.K ▇▇▇▇▇▇▇ Energy Co.

GPA.132.K Lyco Acquisition 1984-1

GPA.135.K Eddy Oil Company

GPA.137.K Energy Search & Mgmt.

GPA.138.K The ▇▇▇▇▇▇▇ Company, Inc.

GPA.139.K Eagle Oil & Gas

GPA.141.K ▇▇▇▇▇▇▇▇▇▇ Oil Company

▇▇▇.▇▇▇.▇▇ Barrett Energy Company

▇▇▇.▇▇▇.▇▇ The Quinoco Companies

GPA.144.K Basin Exploration, Inc.

GPA.145.K Elk Exploration

GPA.146.K Bataa, Inc.

GPA.149.K Conquest Oil Company

GPA.154.K Bellwether Expl. Co.

GPA.156.K Eagle Oil & Gas, Inc.

GPA.157.K Cimmarron Oil Inc.

GPA.158.K Misahar Investments,Inc.

C-4

104
GPA.160.K High Country Resources

▇▇▇.▇▇▇.▇▇ Nielson Enterprises, Inc.

▇▇▇.▇▇▇.▇▇ Boomer-Sooner Field

GPA.163.K ▇▇▇▇▇ Investment Company

GPA.164.K ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Oper.

GPA.165.K Intermountain Oil Co.

GPA.166.K Berthoud Gas Company

GPA.167.K Bataa Oil, Inc.

GPA.168.K ▇.▇.▇. ▇▇▇▇▇▇▇, Inc.

GPA.169.K Diamond A Corporation

GPA.170.K Basic Earth Science Systems

GPA.175.K Pacific Midland Prod.

GPA.176.K ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇

GPA.178.K The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Co.

GPA.179.K ▇▇▇▇▇▇▇ Energy, Inc.

GPA.18O.K Bataa Oil, Inc.

GPA.183.K Colorado Plains Mgmt. & Invest.

GPA.185.K ▇▇▇▇▇▇▇-Denver Corporation

GPA.186.K Mazuma Turnkey Contractors,Inc.

GPA.187.K Mazuma Turnkey Contractors,Inc.

GPA.188.K ▇▇▇▇▇▇▇ Energy, Inc.

C-5

105
GPA.189.K ▇▇▇▇▇▇▇ Energy, Inc.

GPA.193.K Aceite Energy Corporation

GPA.195.K ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Oil Inc.

GPA.197.K Freedom Energy, Inc.

▇▇▇.▇▇▇.▇▇ Omimex Petroleum, Inc. (Renegade)

GPA.202.K Industrial Gas Associates, Inc.

GPA.210.K ▇.▇. ▇▇▇▇▇▇▇▇ Company, Inc.

GPA.211.K Western Gas Supply Company

GPA.212.K Elk Exploration, Inc.

▇▇▇.▇▇▇.▇▇ Geo-Tech Production, Inc.

▇▇▇.▇▇▇.▇▇ Omimex Petroleum, Inc.

GPA.216.K Fountainhead Resources, Ltd.

GPA.217.K Lyco Energy Corporation

GPA.223.K Go Pumping and Consulting, Inc.

GPA.224.K ▇▇▇▇▇▇ Energy, Inc.

GPA.227.K The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Company

GPA.228.K The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Company

GPA..229.K ▇▇▇▇▇▇▇-Denver Corporation

GPA.230.K ▇.▇. ▇▇▇▇▇▇▇▇ Company, Inc.

GPA.231.K ▇.▇. ▇▇▇▇▇▇▇▇ Company, Inc.

GPA.232.K Basin Exploration, Inc.
(▇▇▇▇▇▇▇ acreage)

C-6
106

GPA.233.K Basin Exploration, Inc.
(▇▇▇▇▇ "J" Sand acreage)

GPA.235.K The ▇▇▇▇▇▇▇ Oil and Gas Corp.

GPA.236.K Bataa Oil, Inc.

GPA.238.K Greeley Gas Company

GPA.239.K ▇▇▇▇▇▇▇ Energy, Inc.
(Lesser/▇▇▇▇▇▇ ▇▇▇▇▇)

GPA.240.K ▇▇▇▇▇▇▇ Energy, Inc.
(Plumb No. 1 Well)

GPA.241.K Farmoil, Inc.

GPA.242.K Unioil, Inc.

GPA.243.K ▇▇▇▇▇▇ Exploration Mgmt. Corp.

GPA.244.K ▇▇▇▇▇▇▇-Denver Corporation

GPA.246.K Western Production Company

GPA.247.K Timka Resources, Ltd.

GPA.248.K Diamondback Oil Corporation

GPA.249.K Blue Chip Oil, Inc.

GPA.250.K ▇▇▇▇▇▇▇ Energy, Inc.

GPA.251.K ▇▇▇▇▇▇ Oil Company

GPA.253.K ▇▇▇▇▇▇ Operating Partnership
(Natural Gas Exchange Agr.)

GPA.255.K Elk Exploration, Inc.

GPA.257.K Morning Fresh Farms, Inc.

GPA.258.K Western Production Company

C-7
107

GPA.260.K Valley Operating, Inc.

GPA.264.K ▇▇▇▇▇▇▇ Oil & Gas Corporation

GPA.269.K ▇▇▇▇▇▇▇▇▇▇ Operating Company

GPA.267.K ▇. ▇. ▇▇▇▇▇▇▇▇ Company, Ltd.

GPA.268.K Habersham Energy Company

GPA.269.K Oaks Resources Management, Inc.

GPA.270.K ▇▇▇▇▇▇▇ Oil Corporation

GPA.271.K ▇▇▇▇▇▇ Exploration Mgmt. Corp.

GPA.272.K North American Resources

GPA.273.K Credo Petroleum Corporation

GPA.274.K EFTS II, Inc.

GPA.275.K CFG Energy, Inc.

GPA.276.K Vessels

GPA.277.K ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Petroleum Co.

GPA.278.K Cache Exploration

GPA.279.K Basin Exploration, Inc.

GPA.280.K ▇▇▇▇▇▇▇ Petroleum Corporation

GPA.281.K Mineral Resources, Inc.

GPA.283.K Basin Exploration, Inc.

GPA.284.K ▇▇▇▇▇▇▇ Resources Corporation

GPA.285.K ▇▇▇▇▇ Oil Industries, Inc.

C-8
108

GPA.286.K Markus Production, Inc.

GPA.287.K ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

GPA.288.K Freedom Energy, Inc.

GPA.289.K Basin Exploration, Inc.

GPA.290.K ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co.,
Alarado Resources Limited and
Alarado Resources Corp.

GPA.291.K ▇▇▇▇▇▇ Oil Corporation

GPA.292.K Gusoil-1981, Gusoil-1982 &
▇.▇. ▇▇▇▇▇▇▇▇ Company, Inc.

GPA.293.K ▇▇▇▇▇▇ Energy Corporation

GPA.294.K ▇▇▇▇▇▇▇ ▇. ▇▇▇▇

GPA.295.K HS Resources, Inc.

GPA.296.K Blue Chip Oil, Inc.

GPA.297.K ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Oil Company

GPA.298.K Lyco Energy Corporation

GPA.299.K Prima Energy

GPA.300.K Bataa Oil, Inc.

GPA.301.K Unioil, Inc.

GPA.303.K Basin Exploration

GPA.304.K Bataa Oil, Inc.

GPA.305.K Patina Oil & Gas Corporation
(formerly ▇▇▇▇▇▇▇)

C-9
109

GPA.306.K Patina Oil & Gas Corporation
(formerly ▇▇▇▇▇▇▇)

GPA.307.K Prima Oil & Gas Company

GPA.308.K Matrix Energy, L.L.C.

GPA.309.K CDM Oil & Gas

GPA.003.E WEDCO Resources Corp.

GPA.005.E Sentry Oil Corp.

GPA.006.E CWI Oil and Gas

GPA.007.E Trailblazer Oil and Gas
(FILES I, II, III)

GPA.010.E Hershey Oil

GPA.011.E Emerald Corporation (f/k/a Petromax)

GPA.013.E PRC Oil and Gas Company

GPA.014.E Catamount Exploration, Inc.
(Replaced GPA.069.E)

GPA.015.E Hershey Oil Corporation

GPA.017.E Decalta International Corp.

GPA.020.E ▇▇▇▇▇▇▇▇ Oil Company

GPA.021.E R.A. Resources, Inc.

GPA.023.E SHF Partnership

GPA.024.E Bellwether Exploration Co.

GPA.025.E HI-TEC Energy, Inc.

GPA.026.E Frontier Oil & Gas

C-10
110

GPA.027.E ▇▇▇▇▇▇ Oil Company

GPA.028.E R.A. Resources, Inc.

GPA.029.E ▇▇▇▇▇▇▇▇ Oil Company

GPA.030.E Vantage Oil, Inc.

GPA.032.E R.A. Resources, Inc.

GPA.034.E Vantage Oil, Inc.

GPA.035.E ▇▇▇▇▇▇ Oil Company

GPA.037.E Sunset Hill Oil Co., Inc.

GPA.038.E Energex, Inc.

GPA.039.E Gusher Oil & Gas Co., Inc.

GPA.040.E Maze Expl./Golden Buckeye (Combined
w/GPA.001.L)

GPA.041.E ▇▇▇▇▇▇▇ Energy Resources

GPA.043.E Aztec Resources Corp.

GPA.044.E ▇▇▇▇▇▇ Energy Corp.

GPA.045.E Cache Exploration, Inc.

GPA.046.E Conquest Oil

GPA.047.E Sunshine Valley Petroleum

GPA.049.E Blue Chip Oil, Inc.

GPA.052.E Conquest Oil Co.

GPA.053.E Sunshine Valley Petroleum Corporation

GPA.054.E Lone Star Oil Company

C-11
111

GPA.055.E Sunshine Valley Corp.

GPA.059.E Bellwether Exploration

GPA.063.E ▇▇▇▇▇ Oil Company

GPA.064.E ▇▇▇▇▇ Oil Company

GPA.065.E Jenex Petroleum Corp. (First City ▇▇▇▇▇)

GPA.067.E Blue Chip Oil, Inc.

GPA.068.E Jenex Petroleum Corporation (Metro ▇▇▇▇▇)

GPA.069.E Nautilus Equipment, Inc. (Replaces
GPA.014.E)

GPA.071.E Energy Minerals Corporation

GPA.072.E ▇▇▇▇▇▇ Oil Company

GPA.073.E Lysander Resources

GPA.074.E Blue Chip Oil, Inc.

GPA.076.E Pantera Energy Corporation

GPA.078.E Blue Chip Oil, Inc.

GPA.080.E ▇▇▇▇▇▇ Exploration Inc.

GPA.081.E ▇▇▇▇▇▇ Exploration Inc.

GPA.082.E ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, Inc.

GPA.083.E H&R Well Service

GPA.084.E ▇▇▇▇▇▇▇-Denver Corporation

GPA.085.E ▇▇▇▇▇▇▇ Energy, Inc.

GPA.086.E Rico Resources

C-12
112

▇▇▇.▇▇▇.▇▇ Meco Operating Corporation

▇▇▇.▇▇▇.▇▇ Reider Oil Corporation

▇▇▇.▇▇▇.▇▇ Discovery Oil, Ltd.

▇▇▇.▇▇▇.▇▇ Shepler & ▇▇▇▇▇▇-

▇▇▇.▇▇▇.▇▇ Monfort of Colorado

▇▇▇.▇▇▇.▇▇ Sovereign Oil Company

▇▇▇.▇▇▇.▇▇ Jenex Petroleum Corporation
(was Petromax)

▇▇▇.▇▇▇.▇▇ Morning Fresh Farm

▇▇▇.▇▇▇.▇▇ Duke ▇. ▇▇▇▇▇▇▇▇, Indiv.

▇▇▇.▇▇▇.▇▇ ▇▇▇▇▇ ▇. & ▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇.▇▇▇.▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Individual

▇▇▇.▇▇▇.▇▇ Power Energy Resources

▇▇▇.▇▇▇.▇▇ Valley View Exploration

▇▇▇.▇▇▇.▇▇ Belwether Exploration Co.

▇▇▇.▇▇▇.▇▇ Martin Exploration Mgmt.

▇▇▇.▇▇▇.▇▇ R.A. Resources

▇▇▇.▇▇▇.▇▇ Morgan Energy Corporation

▇▇▇.▇▇▇.▇▇ Sunshine Valley Petroleum

▇▇▇.▇▇▇.▇▇ Morgan Energy Corporation

▇▇▇.▇▇▇.▇▇ Richardson Oil Company

▇▇▇.▇▇▇.▇▇ Lundvall and Associates

C-13
113

▇▇▇.▇▇▇.▇▇ Bataa Oil, Inc.

▇▇▇.▇▇▇.▇▇ Martinex Corporation

▇▇▇.▇▇▇.▇▇ Morgan Energy Corp.

▇▇▇.▇▇▇.▇▇ Basin Exploration

▇▇▇.▇▇▇.▇▇ Gerrity Drilling

▇▇▇.▇▇▇.▇▇ L.M.S. American Holdings

▇▇▇.▇▇▇.▇▇ BP-34 Limited

▇▇▇.▇▇▇.▇▇ The ▇▇▇▇▇▇▇ Company, Inc.

▇▇▇.▇▇▇.▇▇ Mayers & Company
(replaced ▇▇▇.▇▇▇.▇▇)

▇▇▇.▇▇▇.▇▇ Lundvall and Associates

▇▇▇.▇▇▇.▇▇ R.A. Resources, Inc.

▇▇▇.▇▇▇.▇▇ Oxford Ltd. Partnership

▇▇▇.▇▇▇.▇▇ Colo. Energy Resources

▇▇▇.▇▇▇.▇▇ HS Resources, Inc.
(Successor to Elk Exploration)

▇▇▇.▇▇▇.▇▇ Conquest Oil Company

▇▇▇.▇▇▇.▇▇ Cannon Resources, Inc.

▇▇▇.▇▇▇.▇▇ New London Oil

▇▇▇.▇▇▇.▇▇ Cache Exploration, Inc.

▇▇▇.▇▇▇.▇▇ New London Oil, Inc.

▇▇▇.▇▇▇.▇▇ Eddy Oil Company

C-14
114

▇▇▇.▇▇▇.▇▇ Lundvall and Associates

GPA.001.EV Elk Exploration, Inc.
FILE I & II (Wal-Mart)

GPA.004.▇▇ ▇▇▇▇ Oil Company

GPA.005.EV Unioil (Unioil Agreements dtd
11/24/84, combined)

GPA.006.EV R.A. Resources, Inc.

GPA.007.▇▇ ▇▇▇▇▇▇▇ Energy Company

GPA.001.L Prima Oil & Gas Company

GPA.002.L Cache Resources/Cache Exp.

GPA.003.L Bellwether Exploration

GPA.004.L Sovereign Oil Company

GPA.005.L ▇▇▇▇▇ Energy Corporation

GPA.006.L R.A. Resources, Inc.

GPA.007.L Coors Energy Company

GPA.008.L Unioil

GPA.009.L Andrau Enterprises, Inc.

GPA.010.L Greeley Gas Company

GPA.011.L Sentry Oil Corporation

GPA.012.L ▇▇▇▇▇ ▇▇▇▇, Inc.

GPA.013.L Eddy Oil

GPA.014.L ▇▇▇▇▇▇ Oil Company

C-16
115

GPA.015.L Vantage Oil, Inc.

GPA.016.L ▇▇▇▇▇▇ Petroleum Corp.

GPA.017.L Wichita Industries, Inc.

GPA.018.L Andrau Enterprises, Inc.

GPA.019.L ▇▇▇▇▇▇ Petroleum Corp.

GPA.020.L Conquest Oil, Inc.

GPA.021.L Basin Exploration, Inc.

GPA.022.L ▇▇▇▇▇ Exploration, Inc.

GPA.024.L Pantera

GPA.025.L Sunshine Valley

GPA.026.L North Colorado Medical Center

GPA.027.L University of Northern Colorado

GPA.028.L ▇▇▇▇▇▇ Oil

GPA.029.L Lyco Energy

GPA.030.L ▇▇▇▇▇▇ Oil Company (f/k/a Energy Oil)

GPA.031.L Four Star Exploration

GPA.032.L Mountain Industrial Gas

GPA.033.L Ideal Basic Industries

GPA.034.L H&C Colton

GPA.035.L ▇▇▇▇▇▇▇▇ Valley Gas, Inc.

GPA.036.L ▇▇▇▇▇▇ Resources, Inc.

C-16
116

GPA.037.L Bristol Production, Inc.

GPA.038.L Energy Minerals Corp.

GPA.039.L Jenex Petroleum Corp.

GPA.040.L Silverado Oil, Inc.

GPA.041.L Eddy Oil Company

GPA.041.L ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇

GPA.043.L ▇▇▇▇▇▇ Resources, Inc.

GPA.044.L Eagle Oil & Gas, Inc.

GPA.045.L New London Oil

GPA.049.L ▇▇▇▇▇▇ Oil Company

GPA.050.L Cache Exploration

GPA.051.L ▇▇▇▇▇ Oil Company

GPA.053.L ▇▇▇▇▇▇▇ Energy Company

GPA.056.L Jenex Petroleum Corporation

GPA.057.L Silverado Oil, Inc.

GPA.058.L Coors Energy Company

GPA.059.L Cache Exploration, Inc.

GPA.060.L Prima Exploration

GPA.003BGC ▇▇▇▇▇▇ Energy Corporation

GPA.013.BGC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

GPA.015.BGC Sovereign Oil Company

C-17
117

GPA.016.BGC DJ Energy, Inc.

▇▇▇.▇▇▇.▇▇ San ▇▇▇▇ Consortium

GPA.001.PAN Energy Minerals Corporation

GPA.002.PAN Petroleum Energy Corporation

GPA.003.PAN Aexco Petroleum, Inc.

GPA.004.PAN ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇

GPA.005.PAN ▇▇▇▇▇ Oil Company

GPA.006.PAN Polfam Exploration Company

GPA.007.PAN ▇▇▇▇▇▇ Properties

GPA.008.PAN Bellwether Exploration Company

GPA.009.PAN Jubilee Pipeline

GPA.010.PAN D&S Oilfield

GPA.012.PAN Colorado Interstate Gas Company

GPA.013.PAN Energy Minerals

GPA.014.PAN Agland, Incorporated

GPA.015.PAN Vessels Oil and Gas Company

GPA.016.PAN Industrial Gas Services, Inc.

GPA.017.PAN Industrial Gas Services, Inc.

GPA.018.PAN Sentry Oil Corporation

GPA.019.PAN Pipeline Corporation of Colorado

GPA.020.PAN Sun Exploration and Production Co.

C-18
118

GPA.021.PAN Classic Petroleum Corp.

GPA.022.PAN Energy Minerals Corporation

GPA.023.PAN Lynx Exploration Company

GPA.024.PAN Regal Petroleum, Ltd.

GPA.025.PAN Regal Petroleum, Ltd.

GPA.026.PAN Petroleum Energy Corporation

GPA.027.PAN Sunset Hill Oil Co.

GPA.028.PAN Colorado Gathering and Processing

GPA.029.PAN Diversified Operating Corporation

GPA.030.PAN Cache Exploration, Inc.

GPA.031.PAN Lysander Resources, Inc.

GPA.032.PAN Diversified Operating Corporation

GPA.033.PAN Jenex Petroleum Corp.

GPA.034.PAN Pan Western 1986 Drilling Program

GPA.035.PAN ▇▇▇▇▇▇ ▇▇▇▇ & Son

GPA.037.PAN Eagle Energy, Inc.

GPA.037.PAN Merrion Oil & Gas Corporation

GPA.038.PAN Bristol Production, Inc.

GPA.039.PAN Red Wave, Ltd.

GPA.040.PAN American Penn Energy, Inc.

GPA.041.PAN MGF Oil Corporation

C-19
119

GPA.043.PAN Fina Oil & Chemical Company

GPA.044.PAN Energy Minerals/Merrion Oil

GPA.045.PAN ▇▇▇▇▇▇ Petroleum Company

GPA.046.PAN Weldmor Limited Partnership

GPA.047.PAN Energy Minerals Corporation

GPA.048.PAN ▇▇▇▇▇ Production, Inc.

GPA.049.PAN Aexco Petroleum, Inc.

GPA.050.PAN Damson Gas Processing Corp.

GPA.053.PAN Pan Western Energy

GPA.057.PAN ▇▇▇▇▇ Hrvek, Individual

GPA.064.PAN Fina Oil and Chemical Company

GPA.065.PAN ▇▇▇▇▇ Production, Inc.

GPA.067.PAN ▇▇▇▇▇ Production, Inc.

GPA.069.PAN ▇▇▇▇▇ Production, Inc.

GPA.071.PAN Lomita Operating

GPA.072.PAN Cache Exploration, Inc.

GPA.074.PAN Lomita Operating Company

GPA.075.PAN Fina Oil and Chemical Company

GPA.076.PAN Arlian, Inc.

GPA.078.PAN ▇▇▇▇▇ Production, Inc.

GPA.079.PAN DeClar Oil & Gas, Inc.

C-20
120

GPA.080.PAN Lander Petroleum Co.

GPA.081.PAN ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Oil Properties

GPA.082.PAN H&R Well Services, Inc.

GPA.083.PAN Jenex Petroleum

GPA.084.PAN Petcon Associates Ltd.

GPA.085.PAN Diversified Operating Corporation

GPA.086.PAN Petcon Associates, Ltd.

GPA.087.PAN OM Shree Investment Group

GPA.088.PAN ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ d/b/a Rocket Petroleum

GPA.089.PAN ▇▇▇▇▇▇ Operating Company

GPA.090.PAN ▇▇▇ ▇▇▇▇▇▇▇

GPA.091.PAN Diversified Operating Corporation

SPINDLE SYSTEM

GPA.001.S Basin Operating Company

GPA.002.S Colorado Interstate Gas Company

GPA.004.S North American Resources Company

GPA.005.S ▇▇▇▇▇▇ Oil Service, Inc. (CIG No. 681)

GPA.006.S ▇▇▇▇▇▇ Oil Service, Inc. (CIG No. 679)

GPA.007.S ▇▇▇▇▇▇-▇▇▇▇ Petroleum Company (CIG
No. 1047)

C-21
121

GPA.008.S Energy Minerals Corporation (CIG No. 408)

GPA.009.S ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. (CIG No. 402)

GPA.010.S Energy Minerals Corporation (CIG No. 1079)

GPA.011.S ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (CIG No. 539)

GPA.012.S Energy Minerals Corporation (CIG No. 1078)

GPA.013.S ▇▇▇▇▇▇ Oil Corporation (Amoco/▇▇▇▇▇▇)

GPA.014.S Vessels Oil & Gas Company
(Natural Gas Exchange Agreement)

GPA.015.S North American Resources Company

GPA.016.S Oaks Resources Management, Inc.

GPA.017.S ▇▇▇▇▇ Oil Company

GPA.018.S Energy Minerals Corporation

GPA.020.S Basin Exploration

GPA.022.S Amoco Production Company

GPA.024.S ▇▇▇▇▇▇ Exploration Management Co.

GPA.025.S ▇▇▇▇▇▇ Energy Corporation

GPA.026.S Crystal Oil Co.

GPA.027.S ▇.▇. ▇▇▇▇▇▇▇▇ Company, Inc. (duplicate
file B.8.15.5)

GPA.028.S Top Operating Company

GPA.029.S ▇▇▇▇▇▇-▇▇▇▇ Petroleum Company

ROGGEN SYSTEM

GPA.001.R ▇▇▇▇▇▇ Oil Corporation

GPA.002.R Basin Exploration, Inc.

C-22
122

GPA.003.R Bataa Oil

GPA.004.R Bataa Oil

GPA.005.R ▇▇▇▇▇▇▇▇▇ Energy, Inc.

GPA.006.R Freedom Energy, Inc.

GPA.007.R ▇▇▇▇▇▇▇ Oil & Gas Corporation

GPA.008.R Homestead Oil Inc. (Prima)

GPA.009.R HS Resources

GPA.010.R HS Resources

GPA.011.R ▇▇▇▇▇▇ and Parsley Devel/▇▇▇▇▇▇▇▇

GPA.012.R Prima Oil & Gas Company

GPA.013.R Prima Oil & Gas Company

GPA.014.R Prima Oil & Gas Company

GPA.015.R ▇▇▇▇▇▇▇▇▇ Energy, Inc.

GPA.001.RP Argonex Company

GPA.002.▇▇ ▇▇▇▇▇▇ Inc.

GPA.003.▇▇ ▇▇▇▇▇▇ Inc.

GPA.004.▇▇ ▇▇▇▇▇▇▇ Oil Properties Inc.

GPA.005.▇▇ ▇▇▇▇▇▇▇ Oil Properties Inc.

GPA.006.RP Cascade Oil & Gas, Inc.

GPA.007.RP Cascade Oil & Gas, Inc.

GPA.008.RP Diversified Operating

GPA.009.RP Diversified Operating

GPA.010.RP Geotech Productions Inc.

GPA.011.RP Geotech Productions Inc.

GPA.012.RP H & R Well Service

GPA.013.RP H & R Well Service (▇▇▇▇▇)

GPA.014.▇▇ ▇▇▇▇▇▇▇▇▇ Energy

GPA.015.RP HS Resources

GPA.016.RP HS Resources

GPA.017.RP HS Resources

GPA.018.RP ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

GPA.019.RP ▇▇ ▇▇▇▇▇▇▇

GPA.020.RP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Oil Company/▇▇▇▇ ▇▇▇▇

GPA.021.RP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Oil Company

GPA.022.RP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Oil Company

GPA.023.RP ▇▇▇▇▇ ▇▇▇▇▇▇▇

GPA.024.RP Omimex Petroleum

GPA.025.RP Overland Resources

GPA.026.RP P & M Petroleum Management

GPA.027.▇▇ ▇▇▇▇ Resources

GPA.028.RP Prospect Oil, Inc.

GPA.029.RP Prospect Oil, Inc.

C-23
123

GPA.030.RP ▇▇ ▇▇▇▇▇▇

GPA.031.RP Resource Technology/Rochester

GPA.032.▇▇ ▇▇▇▇▇ Energy Corp.

GPA.033.▇▇ ▇▇▇▇▇ Energy Corp.

GPA.034.▇▇ ▇▇▇▇▇ Energy Corp.

GPA.035.▇▇ ▇▇▇▇▇ Oil Properties/H & R (▇▇▇▇▇)

GPA.036.▇▇ ▇▇▇▇▇ Oil Properties

GPA.037.▇▇ ▇▇▇▇▇ Oil Properties

GPA.038.RP Southmark Acquisitions/P & P

GPA.039.RP T.P. Operating, Inc.

GPA.040.RP Thorofare Resources, Inc.

GPA.041.RP Thorofare Resources, Inc.

GPA.042.RP Thorofare Resources, Inc.

GPA.043.RP Union Pacific Resources Co.

GPA.044.RP DJ Production Services, Inc.

GPA.045.RP Diversified Operating Corporation

GPA.046.RP ▇.▇. ▇▇▇▇▇▇ Operating

GPA.047.RP T.P. Operating, Inc.

GPA.048.RP Diversified Operating Corporation

GPA.049.RP Thorofare Resources, Inc.

GPA.050.▇▇ ▇▇▇▇▇▇, Inc.

GPA.051.▇▇ ▇▇▇▇▇▇, Inc.

GPA.052.RP Omimex International Corp.

GPA.053.RP P&M Petroleum Management

GPA.054.▇▇ ▇▇▇▇▇ Oil Properties, Inc.

GPA.055.▇▇ ▇▇▇▇▇ Oil Properties, Inc.

GPA.056.▇▇ ▇▇▇▇▇ Energy Corporation

GPA.057.RP Cascade Oil & Gas, Inc.

GPA.058.RP ▇▇▇▇▇ ▇▇▇▇▇▇▇

GPA.059.RP G & R Oil Properties, Inc. (▇▇▇▇▇
Energy Corp.)

GPA.060.RP Overland Resources, Ltd.

GPA.061.RP Sovereign Energy, L.L.C.

GPA.062.▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Oil Company

GPA.063.RP ▇.▇. ▇▇▇▇▇▇▇▇ Company, Inc.

GPA.064.RP Blue Creek, Inc.

GPA.065.RP Argonex Company

GPA.001RW ▇▇▇▇▇ ▇. ▇▇▇▇▇

GPA.002RW Roggen/Redwave Ltd

GPA.001.RPD Geotech Productions, Inc.

GPA.002.RPD Termo Co.

GPA.001.REG Freedom Energy, Inc.

GPA.002.REG ▇▇▇▇▇▇▇ Oil & Gas Company

GPA.003.REG Windsor Gas Processing

C-24
124
EXHIBIT D

[Plot Plan of Greeley Fractionator]

125

EXHIBIT E

[Plot Plan of Spindle Fractionator]

D-2
126

EXHIBIT F

LIQUIDATED DAMAGES FORMULA

L (X+1-A) (X-A)
(Sigma) Y = (V x (0.98) ) x N x (1/(1.135) )
A (X)

Where:

A = The Contract Year during which termination of the Agreement occurs.

L = 20 (the last Contract Year of the Agreement).

Y = Discounted annual liquidated damages for Contract Year X.

X = The particular Contract Year for which liquidated damages are being
calculated.

V = The Specification Product volume (in Gallons) delivered by TEPPCO
to Duke Energy during the Contract Year immediately preceding
Contract Year A.

N = The Fractionation Fee in Contract Year X minus $0.005 (in $ per
Gallon).

Contract Year = Any Year during the term of the Agreement that begins
on an anniversary date of the Effective Date.

Capitalized terms used but not defined in this Exhibit F have the
definitions given those terms in the Agreement.

127

EXHIBIT F

EXAMPLE OF LIQUIDATED DAMAGES
(FOR SECTION 3.4)

NOTE: This example assumes Total Specification Products in Year 4 of 150 MMG.

CONTRACT YEAR OF TERMINATION: 5 A LIQUIDATED DAMAGES($MM) 1.072
LAST YEAR OF CONTRACT: 20 L
CONTRACT FEE($/g) 0.0100
NET FEE($/g): 0.0050 N =Fee in Years 1-10; Years 11-20=0.0375

VOLUME(MM/GAL) LOST IN CONT. YFL 4 = 10 V(A-1)

----------------------------------------------------------------------------------------------------------------------------
CONTRACT YEAR 0 1 2 3 4 5 6 7 8 9 10
----------------------------------------------------------------------------------------------------------------------------

VOLUME(MM/GAL) 0 0 0 0 9.800 9.608 9.419 9.235 9.054 8.876
----------------------------------------------------------------------------------------------------------------------------
PROTECTED NET FEE ($MM) 0 0 0 0 0.049 0.048 0.047 0.046 0.045 0.044
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
UNDISC. CASH FLOW ($MM) 0 0 0 0 0.049 0.048 0.047 0.046 0.045 0.044
----------------------------------------------------------------------------------------------------------------------------
CUM. CASH FLOW ($MM) 0 0 0 0 0.049 0.097 0.144 0.190 0.236 0.280
----------------------------------------------------------------------------------------------------------------------------
DISC. CASH FLOW ($MM) 0 0 0 0 0.049 0.042 0.037 0.032 0.027 0.024
----------------------------------------------------------------------------------------------------------------------------
CUM. DISC. CASH FLOW ($MM) 0 0 0 0 0.049 0.091 0.128 0.159 0.187 0.210
----------------------------------------------------------------------------------------------------------------------------
VALUE OF Y(X) ($MM) 0 0 0 0 0.049 0.042 0.037 0.032 0.027 0.024
----------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
CONTRACT YEAR 11 12 13 14 15 16 17 18 19 20
--------------------------------------------------------------------------------------------------------------------------------

VOLUME(MM/GAL) 8.702 8.531 8.364 8.200 8.039 7.882 7.727 7.576 7.427 7.282
--------------------------------------------------------------------------------------------------------------------------------
PROTECTED NET FEE ($MM) 0.326 0.320 0.314 0.308 0.301 0.296 0.290 0.284 0.279 0.273
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
UNDISC. CASH FLOW ($MM) 0.326 0.320 0.314 0.308 0.301 0.296 0.290 0.284 0.279 0.273
--------------------------------------------------------------------------------------------------------------------------------
CUM. CASH FLOW ($MM) 0.606 0.926 1.240 1.547 1.849 2.144 2.434 2.718 2.997 3.270
--------------------------------------------------------------------------------------------------------------------------------
DISC. CASH FLOW ($MM) 0.153 0.132 0.114 0.098 0.085 0.073 0.063 0.055 0.047 0.047
--------------------------------------------------------------------------------------------------------------------------------
CUM. DISC. CASH FLOW ($MM) 0.363 0.495 0.609 0.707 0.792 0.865 0.929 0.984 1.031 1.072
--------------------------------------------------------------------------------------------------------------------------------
VALUE OF Y(X) ($MM) 0.020 0.018 0.015 0.013 0.011 0.010 0.008 0.007 0.006 0.005
--------------------------------------------------------------------------------------------------------------------------------

F-2
128

EXHIBIT G

MEMORANDUM OF FRACTIONATION AGREEMENT

THIS MEMORANDUM OF FRACTIONATION AGREEMENT (this "Memorandum") is made
and entered into this 21st day of April, 1998, but effective 11:59 p.m. (Denver,
Colorado time) on the 31st day of March 1998 (the "Effective Date"), by and
between Duke Energy Field Services, Inc., a Colorado corporation ("Duke Energy")
and TEPPCO Colorado, LLC, a Delaware limited liability company ("TEPPCO"). Each
of TEPPCO and Duke Energy are sometimes referred to individually as a "Party"
and collectively as the "Parties."

WHEREAS, Duke Energy and TEPPCO entered into that certain Fractionation
Agreement on April 21, 1998, but effective as of the Effective Date (the
"Agreement"); and

WHEREAS, any capitalized term used but not defined in this Memorandum
shall have the meaning ascribed to such term in the Agreement;

WHEREAS, the Parties desire to file this Memorandum of record in the
real property records of Weld County, Colorado, to give notice of the existence
of the Agreement and certain provisions contained therein;

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

1. Notice. Notice is hereby given of the existence of the Agreement and
certain provisions contained therein which are summarized in Sections 2 through
5 below.

2. Certain Defined Terms. Unless the context otherwise requires, the
following terms shall have the respective meanings set forth in this Section 1:

A. "Dedicated Gas" shall mean all natural gas that Duke Energy or
any of its Affiliates now or hereafter owns or has the
contractual right to fractionate the natural gas liquids
derived therefrom and which is (i) produced from the Dedicated
Lands, (ii) transported through any of the Dedicated Gathering
Pipelines, (iii) subject to the Dedicated Producer Contracts
or (iv) processed in any of the Dedicated Plants.

B. "Dedicated Gathering Pipelines" shall mean all present and
future natural gas gathering pipelines which are now or
hereafter owned or controlled, in whole or in part, by Duke
Energy or any of its Affiliates and located on the Dedicated
Lands.

C. "Dedicated Lands" shall mean the lands described on the
attached Exhibit A.

129

D. "Dedicated Plants" shall mean all present and future natural
gas processing plants which are now or hereafter owned or
controlled, in whole or in part, by Duke Energy or any of its
Affiliates and located on the Dedicated Lands, including,
without limitation, the natural gas processing plants
described on the attached Exhibit B.

E. "Dedicated Producer Contracts" shall mean all present and
future contracts under which Duke Energy or any of its
Affiliates has the right to fractionate natural gas liquids
derived from natural gas insofar as it is produced from any of
the Dedicated Lands, including without limitation, the
contracts more particularly described on the attached Exhibit
C.

F. "Fractionators" shall mean the Greeley Fractionator and the
Spindle Fractionator.

G. "Greeley Fractionator" shall mean the fractionation facilities
owned by TEPPCO and located within Duke Energy's Greeley
Natural Gas Processing Plant located in the SW1/4 of Section
25, Township 5 North, Range 66 West, Weld County, Colorado.

H. "Spindle Fractionator" shall mean the fractionation facilities
owned by TEPPCO and located within Duke Energy's Spindle
Natural Gas Processing Plant located in the SW1/4 of Section
34, Township 2 North, Range 67 West, Weld County, Colorado.

3. Term. The Agreement shall be effective as of March 31, 1998 at 11:59
p.m. (Denver, Colorado time), and shall continue in effect for a primary term
ending March 31, 2018 at 11:59 p.m. (Denver, Colorado time), and shall continue
in effect from Year to Year thereafter; provided that either Party shall have
the right to terminate the Agreement effective March 31, 2018 at 11:59 p.m.
(Denver, Colorado time), or any anniversary of such date by giving the other
Party at least six (6) months prior written notice.

4. Commitment to Process Dedicated Gas and Deliver Raw Product. Subject
to the terms and conditions of the Agreement, Duke Energy shall cause the
Dedicated Gas to be processed and all Raw Product to be delivered to TEPPCO at
the Receipt Points for fractionation under the terms of the Agreement.

5. Commitment to Fractionate. Subject to the payment of the
Fractionation Fee by Duke Energy to TEPPCO, the other terms and conditions of
the Agreement and the physical capacity and capabilities of the Fractionators,
TEPPCO shall accept delivery of and provide fractionation on a firm basis for
(i) up to a maximum of 378,000 Gallons per Day of Raw Product delivered by Duke
Energy to TEPPCO at the Receipt Point for the Greeley Fractionator and (ii) up
to a maximum of 126,000 Gallons per Day of Raw Product delivered by Duke Energy
to TEPPCO at the Receipt Point for the Spindle Fractionator.

G-2

130

6. No Amendment to Agreement. This Memorandum is executed and recorded
solely for the purpose of giving notice and shall not amend nor modify the
Agreement in any way.

7. Further Information. Further information concerning the Agreement is
available from either (i) Duke Energy Field Services, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or (ii) TEPPCO Colorado, LLC, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

The Parties hereto have executed this Memorandum to be effective as of
the day first hereinabove written.

DUKE ENERGY:

DUKE ENERGY FIELD SERVICES, INC.

By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------

TEPPCO:

TEPPCO COLORADO, LLC

By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------

▇-▇

▇▇▇

▇▇▇▇▇ ▇▇ ▇▇▇▇▇ )
)
COUNTY OF ▇▇▇▇▇▇ )

Before me, , a Notary Public in and for the State of Texas, on this
______ day of April, 1998, personally appeared , known to me to be the of Duke
Energy Field Services, Inc., a Colorado corporation, on behalf of said
corporation and acknowledged to me that he executed this Memorandum for the
considerations and purposes therein set forth.

Given under my hand and seal of office this ______ day of April, 1998.

--------------------------------------------
Notary Public in and for the State of Texas

--------------------------------------------
Printed or Typed Name of Notary

My Commission Expires:

--------------------------------------------

▇-▇

▇▇▇

▇▇▇▇▇ ▇▇ ▇▇▇▇▇ )
)
COUNTY OF ▇▇▇▇▇▇ )

Before me, _______ , a Notary Public in and for the State of Texas, on
this ______ day of April, 1998, personally appeared __________ , known to me
to be the __________ of TEPPCO Colorado, LLC, a Delaware limited liability
company, on behalf of said limited liability company and acknowledged to me
that he executed this Memorandum for the considerations and purposes therein
set forth.

Given under my hand and seal of office this ______ day of April, 1998.

--------------------------------------------
Notary Public in and for the State of Texas

--------------------------------------------
Printed or Typed Name of Notary

My Commission Expires:

--------------------------------------------

G-5
133

EXHIBIT H

ATTACHED TO AND MADE PART OF THAT CERTAIN FRACTIONATION AGREEMENT DATED
APRIL 21, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC AND DUKE ENERGY FIELD SERVICES, INC.

Components Used For Calculating Delivered Specification Product at Greeley
Fractionator:

A - Vaporized ethane in mcf delivered through an orifice meter to the Greeley
Gas Plant residue gas stream

B - GPM of ethane and heavier components, as determined by samples obtained from
the vaporized ethane stream delivered during the month

C - Ending Specification Product inventory stored in the tankage at the Greeley
Plant, as determined by a month-end guaging of the tanks

D - Beginning Specification Product inventory stored in the tankage at the
Greeley Plant, as determined by a month-end guaging of the tanks conducted
during the prior month

E - Specification Product sales for the month which have been measured using the
certified scales at the Greeley Plant

F - Specification Product delivered to the Greeley Fractionator from the Spindle
Fractionator, as measured using the certified scales at the Greeley Plant

EXAMPLE OF MONTHLY TOTAL PRODUCTION REPORT TO BE PROVIDED:

Total Fractionator Production:

BEGINNING INVENTORY: Y-Grade C2 C3 IC4 NC4 IC5 NC5
------- ------- ---------- --------- --------- --------- -------

Greeley Frac 176,100 163,800 32,313 65,487 15,890 15,034
Spindle Frac 67,414 31,000 6,322 12,406 3,822 3,454
--------- --------- ------- --------- ------- -------
0 194,800 38,635 77,893 19,712 18,488
PRODUCTION:
▇▇▇▇▇ Plant(Tkd In) 341,024 427,593 88,979 194,608 47,159 50,563
Lucerne Plant(Tkd In) 324,183 431,577 99,015 207,411 57,944 58,402
▇▇▇▇▇▇▇▇▇ "A" 566,798 722,833 184,385 325,072 121,716 99,334
▇▇▇▇▇▇▇▇▇ "B" 640,911 1,004,335 186,752 354,781 87,375 74,173
Spindle Plant 1,532,445 1,201,601 215,722 415,605 120,770 107,558
Greeley 752,173 623,881 159,017 385,978 148,873 129,945
--------- --------- ------- --------- ------- -------
Production Gallons: 4,157,534 4,411,820 933,870 1,883,455 583,837 519,975

OTHER SOURCES:
Stabilizer - Liquids to Ygrade 7,062 53,080 42,715 122,108 87,139 103,769
▇▇▇▇▇ ▇▇▇▇▇ Plant 0 0 0 0 0 0
KN Silo 3,102 6,469 1,706 4,387 1,052 1,303
Bear Paw 0 0 0 0 0 0
Roggen B/G 0 0 0 0 0 0
--------- --------- ------- --------- ------- -------
TOTAL RECEIPT: 4,167,698 4,471,369 978,291 2,009,950 672,028 625,047

TOTAL DELIVERIES & SALES:
Cogen/CIG/WestGas 4,150,992
Sales - Sold Locally(Greeley) 2,525,705 643,417 611,504 589,737
Sales - Sold Locally(Isopentane) 0 0

Exchanges 1,626,790
Greeley Heat 1,918
Refrigeration 8,380
Propane for Trucks 27,946
▇▇▇▇▇▇ Sales - Gre/Spindle(Amoco) 12,105 207,408 18,695 36,683 13,145 12,004
Roggen Storage 0 123,420 0 0 0 0
Frontier - (Butane Mix) 2,431 15,183 518,699 1,057,753 8,210 883
Coastal - (Butane Mix) 1,633 10,515 350,049 711,000 5,864 644
Centennial - (Butane Mix) 40 108 6,285 12,260 180 25
Ultramar Diamond Shamrock - (Butane Mix) 497 3,196 105,638 214,164 1,694 184
Frontier/Coastal - (Butane Mix) 0 0 0 0 0 0
4,167,698 4,550,569 999,366 2,031,860 672,510 625,244
--------- --------- ------- --------- ------- -------

ENDING INVENTORY:
Greeley Frac 201,900 83,100 14,846 50,554 17,579 16,708
Spindle Frac 56,651 32,500 2,714 5,429 1,651 1,583
--------- ------- --------- ------- ------
115,600 17,560 55,983 19,230 18,290

BEGINNING INVENTORY: C6+ Total
------- ------

Greeley Frac 14,076 306,600
Spindle Frac 2,996 60,000
------- ----------
17,072 366,600
PRODUCTION:
▇▇▇▇▇ Plant(Tkd In) 47,519 1,197,445
Lucerne Plant(Tkd In) 52,727 1,231,259
▇▇▇▇▇▇▇▇▇ "A" 100,613 2,120,751
▇▇▇▇▇▇▇▇▇ "B" 47,528 2,395,855
Spindle Plant 80,594 3,674,294
Greeley 116,554 2,316,421
------- ----------
Production Gallons: 445,535 12,936,025

OTHER SOURCES:
Stabilizer - Liquids to Ygrade 153,432 569,305
▇▇▇▇▇ ▇▇▇▇▇ Plant 0 0
KN Silo 1,474 19,493
Bear Paw 0 0
Roggen B/G 0 0
------- ----------
TOTAL RECEIPT: 600,441 13,524,823

TOTAL DELIVERIES & SALES:
Cogen/CIG/WestGas 4,150,992
Sales - Sold Locally(Greeley) 4,370,364
Sales - Sold Locally(Isopentane) 0 0

Exchanges 1,626,790
Greeley Heat 1,918
Refrigeration 8,380
Propane for Trucks 27,946
▇▇▇▇▇▇ Sales - Gre/Spindle(Amoco) 10,478 310,518
Roggen Storage 0 123,420
Frontier - (Butane Mix) 33 1,603,192
Coastal - (Butane Mix) 25 1,079,730
Centennial - (Butane Mix) 0 18,898
Ultramar Diamond Shamrock - (Butane Mix) 4 325,377
Frontier/Coastal - (Butane Mix) 0 0
------- ----------
600,277 13,647,525

ENDING INVENTORY:
Greeley Frac 16,113 198,899
Spindle Frac 1,123 44,999
------- ----------
17,235 243,898

H-2

134

EXHIBIT I

Components Used For Calculating Delivered Specification Product at Spindle
Fractionator:

A - Vaporized ethane in mcf delivered through an orifice meter to the Spindle
Gas Plant residue gas stream

B - GPM of ethane and heavier components, as determined by samples obtained from
the vaporized ethane stream delivered during the month

C - Ending Specification Product inventory stored in the tankage at the Spindle
Plant, as determined by a month-end guaging of the tanks

D - Beginning Specification Product inventory stored in the tankage at the
Spindle Plant, as determined by a month-end guaging of the tanks conducted
during the prior month

E - Specification Product sales for the month which have been measured using the
certified scales at the Spindle Plant

F - Specification Product delivered to the Greeley Fractionator, as measured
using the certified scales at the Greeley Plant

G - Specification Product delivered to the Amoco Products Pipeline for the
month, as measured by Amoco Products Pipeline

MONTHLY DETAIL TO BE PROVIDED:

Spindle allocated gallons to producers:

C2 C3 IC4 NC4 IC5 NC5 C6+ Total
------ ------- ------- ------- ------- ------- ------ --------

Propane trucked out to customers 15,655 936,400 4,735 5,895 1,353 1,353 966 966,357
BG trucked to North Fractionator 3,417 39,519 208,630 405,854 118,320 105,225 78,854 959,819
Product sent down APL 2,788 166,779 843 1,050 241 241 172 172,115
B/G sent down APL 921 29,868 4,951 9,597 2,846 2,504 1,926 52,613
Plant Refrigeration 136 8,120 41 51 12 12 8 8,380
Vehicle Usage 180 10,789 55 68 16 16 11 11,134

Storage @ Spindle Plant
C3 Beginning 31,000
Ending 32,500
------
1,500 24 1,454 7 9 2 2 2 1,500

BG Beginning 29,000
Ending 12,500
------
(16,500) (59) (679) (3,587) (6,977) (2,034) (1,809) (1,356) (16,501)
Storage @ Amoco Unloading
C3 Beginning 16,802
Ending 26,451
------
9,649 156 9,350 47 59 14 14 10 9,649
--------- --------- ------- ------- ------- ------- ------ ---------
23,218 1,201,601 215,722 415,605 120,770 107,558 80,594 2,165,066
▇▇▇▇▇▇▇▇▇▇ ▇ ▇ ▇ ▇ ▇ ▇
▇▇▇▇▇▇ 1,509,227 1,509,227
--------- --------- ------- ------- ------- ------- ------ ---------
Total Spindle Production 1,532,445 1,201,601 215,722 415,605 120,770 107,558 80,594 3,674,293
(included on Total schedule @ Greeley)

135

EXHIBIT B
================================================================================

LEASE AGREEMENT

BETWEEN

DUKE ENERGY FIELD SERVICES, INC.,
AS LESSOR

AND

TEPPCO COLORADO, LLC,
AS LESSEE

MARCH 31, 1998

================================================================================

136

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND CONSTRUCTION.............................................................. 1
1.1 Certain Defined Terms..................................................................... 1
"Day" .................................................................................... 1
"Frac Agreement" ......................................................................... 1
"Fractionation Plant" .................................................................... 1
"Governmental Authority" ................................................................. 1
"O&M Agreement" .......................................................................... 2
"Permitted Encumbrances" ................................................................. 2
"Premises" ............................................................................... 2
"Project Agreements" ..................................................................... 2
"Purchase Agreement" ..................................................................... 2
"Rent" ................................................................................... 2
"Sublease" ............................................................................... 2
"Year" ................................................................................... 2
1.2 References................................................................................ 2
1.3 Headings.................................................................................. 2

ARTICLE II DEMISE OF PREMISES AND TERM............................................................... 2
2.1 Demise of Premises and Term............................................................... 2

ARTICLE III RENT...................................................................................... 3
3.1 Rent...................................................................................... 3
3.2 Place of Payment.......................................................................... 3

ARTICLE IV CONDUCT OF BUSINESS....................................................................... 3
4.1 Use of Premises........................................................................... 3
4.2 Surrender of Premises..................................................................... 3

ARTICLE V TAXES, ASSESSMENTS........................................................................ 3
5.1 Duke Energy's Obligation to Pay........................................................... 3
5.2 Manner of Payment......................................................................... 4

ARTICLE VI REPRESENTATIONS AND WARRANTIES............................................................ 4
6.1 Representations and Warranties of Duke Energy............................................. 4

ARTICLE VII EMINENT DOMAIN............................................................................ 4
7.1 Total Condemnation of Premises............................................................ 4
7.2 Partial Condemnation...................................................................... 4
7.3 Damages................................................................................... 5

ARTICLE VIII GENERAL PROVISIONS........................................................................ 5
8.1 Estoppel Certificates..................................................................... 5
8.2 Warranty of Peaceful Possession........................................................... 5

137

8.3 Recording................................................................................. 5
8.4 Notice. ................................................................................. 6
8.5 Waiver.................................................................................... 7
8.6 Entire Agreement.......................................................................... 7
8.7 Successors and Assigns.................................................................... 7
8.8 Conflicts................................................................................. 7
8.9 Laws and Regulations...................................................................... 7
8.10 Severability.............................................................................. 7
8.11 Time of Essence........................................................................... 8
8.12 Captions.................................................................................. 8
8.13 Schedules and Exhibits.................................................................... 8
8.14 No Partnership............................................................................ 8
8.15 No Third Party Beneficiaries.............................................................. 8
8.16 Mutual Cooperation; Further Assurances.................................................... 8
8.17 Survival.................................................................................. 8
8.18 Other Project Agreements.................................................................. 8

-ii-
138

LEASE AGREEMENT

THIS LEASE AGREEMENT (this "Lease") is made and entered into this 21st
day of April, 1998, but effective 11:59 p.m. (Denver, Colorado time) on the 31st
day of March, 1998, between Duke Energy Field Services, Inc., a Colorado
corporation (herein called "Duke Energy") and TEPPCO Colorado LLC, a Delaware
limited liability company (herein called "TEPPCO"). Each of TEPPCO and Duke
Energy are sometimes referred to individually as a "Party" and collectively as
the "Parties."

W I T N E S S E T H:

WHEREAS, Duke Energy owns the Premises (hereinafter defined); and

WHEREAS, Duke Energy desires to lease the Premises to TEPPCO, and
TEPPCO desires to lease the Premises from Duke Energy upon the terms and
conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the mutual agreements hereinafter set forth, Duke Energy
and TEPPCO covenant and agree as follows:

ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1 Certain Defined Terms. Unless the context otherwise requires,
the following terms shall have the respective meanings set forth in this
Section 1.1:

"Day" shall mean a period of time commencing at 8:00 a.m.
(Denver, Colorado time) on a calendar day and ending at 8:00 a.m. (Denver,
Colorado time) on the next succeeding calendar day.

"Frac Agreement" means that certain Fractionation Agreement
dated of even date herewith by and between Duke Energy and TEPPCO.

"Fractionation Plant" means TEPPCO's fractionation plant
located on the Premises.

"O&M Agreement" means that certain Operation and Maintenance
Agreement dated of even date herewith by and between Duke Energy and TEPPCO.

139

"Permitted Encumbrances" shall have the meaning ascribed to
such term in Section 6.1.

"Premises" means that certain tract or parcel of land located
in Weld County, Colorado, more particularly described on Exhibit A attached
hereto and made a part hereof for all purposes.

"Project Agreements" shall mean collectively, this Lease, the
O&M Agreement, the Frac Agreement and the Sublease.

"Purchase Agreement" shall mean that certain Asset Purchase
Agreement dated March 31, 1998, by and between Duke Energy, as "Seller," and
TEPPCO, as "Buyer".

"Rent" shall have the meaning ascribed to such term in
Section 3.1.

"Sublease" means that certain Sublease Agreement dated of even
date herewith by and between Duke Energy and TEPPCO.

"Year" shall mean a period of 365 consecutive Days; provided,
however that any year which contains the date of February 29 shall consist of
366 consecutive Days.

1.2 References. As used in this Lease, unless expressly stated
otherwise, references to (a) "including" mean "including, without limitation",
and the words "hereof", "herein", and "hereunder", and similar words, refer to
this Lease as a whole and not to any particular Article, provision, section or
paragraph of this Lease and (b) "or" mean "either or both". Unless otherwise
specified, all references in this Lease to Sections, paragraphs, Exhibits or
Schedules are deemed references to the corresponding Sections, paragraphs,
Exhibits or Schedules in this Lease.

1.3 Headings. The headings of the Sections of this Lease and of
the Schedules and Exhibits are included for convenience only and shall not be
deemed to constitute part of this Lease or to affect the construction or
interpretation hereof or thereof.

ARTICLE II
DEMISE OF PREMISES AND TERM

2.1 Demise of Premises and Term. In consideration of the rents,
covenants, and agreements set forth herein and subject to the terms and
conditions hereof, Duke Energy hereby leases to TEPPCO and TEPPCO hereby leases
from Duke Energy, the Premises for a term commencing on March 31, 1998 at 11:59
p.m. (Denver, Colorado time) and, unless terminated in accordance with Article
II of the Frac Agreement, continue in effect for a primary term ending March 31,
2018 at 11:59 p.m. (Denver, Colorado time), and shall continue in effect from
Year to Year thereafter; provided that either Party shall have the right to
terminate this Lease effective March 31, 2018 at 11:59 p.m. or any anniversary
of such date by giving the other Party at least six (6) months prior written
notice.

-2-
140

ARTICLE III
RENT

3.1 Rent. As rental for the Premises during the term of this
Lease, TEPPCO agrees to pay to Duke Energy for each month of the term of this
Lease One Thousand and 00/100 ($1,000.00) (the "Rent") on or before the first
(1st) day of each month of the term of this Lease. Rent shall be prorated for
any partial month during the term of this Lease.

3.2 Place of Payment. All Rent shall be payable in lawful money of
the United States of America, at Duke Energy's address set forth in Section 8.4
herein.

ARTICLE IV
CONDUCT OF BUSINESS

4.1 Use of Premises. TEPPCO shall have the right to use the
Premises for the purpose of fractionating natural gas liquids.

4.2 Surrender of Premises. TEPPCO shall at the expiration of the
term of this Lease, or at any earlier termination of this Lease, surrender the
Premises to Duke Energy in as good condition as it received the same; provided,
however, TEPPCO shall deliver written notice to Duke Energy prior to termination
of the Lease if TEPPCO will remove the Fractionation Plant and any other
alterations, additions, improvements or other changes to the Premises made by
TEPPCO during the term of this Lease; provided that TEPPCO shall have the right
to, and must remove, the Fractionation Plant, if at all, within one (1) year
after termination of this Lease, but no earlier than one (1) year after delivery
of written notice as provided above. If TEPPCO fails to deliver notice as
provided in the preceding sentence, TEPPCO shall surrender the Fractionation
Plant and any such alterations, additions, improvements or other changes to Duke
Energy upon termination of this Lease.

ARTICLE V
TAXES, ASSESSMENTS

5.1 Duke Energy's Obligation to Pay. Duke Energy shall pay during
the term of this Lease, all federal, state and local real and personal property
ad valorem taxes, assessments, and other governmental charges, general and
special, ordinary and extraordinary, including but not limited to assessments
for public improvements or benefits assessed against the Premises, or
improvements situated thereon, including, without limitation, the Fractionation
Plant, that are payable to any lawful authority assessed against or with respect
to the Premises or the use or operation thereof, including, but not limited to,
any federal, state or local income, gross receipts, withholding, franchise,
excise, sales, use, value added, recording, transfer or stamp tax, levy, duty,
charge or withholding of any kind imposed or assessed by any federal, state or
local government, agency or authority, together with any addition to tax,
penalty, fine or interest thereon, other than state or U.S. federal income tax
imposed upon the taxable income of TEPPCO and any franchise taxes imposed upon
TEPPCO (such taxes and assessments being hereinafter called "Taxes"). In the
event Duke Energy fails to pay such Taxes prior to the time the same become
delinquent, TEPPCO may pay the same and (provided

-3-
141

TEPPCO shall have delivered to Duke Energy evidence of such payment) deduct the
amount of such payment from the Rent owed hereunder.

5.2 Manner of Payment. Duke Energy shall pay all Taxes directly
to the applicable taxing authority prior to delinquency and shall promptly
thereafter provide TEPPCO with evidence of such payment. The certificate issued
or given by the appropriate officials authorized or designated by law to issue
or give the same or to receive payment of such Taxes shall be prima facie
evidence of the existence, payment, nonpayment and amount of such Taxes. Duke
Energy, if Duke Energy shall so desire, may contest the validity or amount of
any such Taxes, at Duke Energy's sole cost and expense, by appropriate
proceedings, diligently conducted in good faith. Duke Energy may defer payment
of such Taxes during the pendency of such contest, provided that nothing herein
contained shall be construed to allow such Taxes to remain unpaid for such
length of time as shall permit the Premises, or any part thereof, to be sold by
any Governmental Authority or a lien with respect thereto foreclosed for the
nonpayment of the same.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of Duke Energy. Duke Energy
represents and warrants to TEPPCO that Duke Energy has good and marketable title
to the Premises subject only to: (a) liens for current taxes and assessments not
yet due or which Duke Energy is contesting in good faith, (b) inchoate mechanic
and materialmen liens for construction in progress, (c) inchoate workmen,
repairmen, warehousemen, customer, employee and carriers liens arising in the
ordinary course of business and (d) liens created by TEPPCO (collectively, the
"Permitted Encumbrances").

ARTICLE VII
EMINENT DOMAIN

7.1 Total Condemnation of Premises. If the whole of the Premises
are acquired or condemned by eminent domain for any public or quasi-public use
or purpose, then this Lease shall terminate as of the date title vests in any
public agency. All rentals and other charges owing hereunder shall be prorated
as of such date.

7.2 Partial Condemnation. If any part of the Premises is acquired
or condemned as set forth in Section 5.1, and if in TEPPCO's reasonable opinion
such partial taking or condemnation renders the Premises unsuitable for the
business of TEPPCO, then this Lease shall terminate at TEPPCO's election as of
the date title vests in any public agency, provided TEPPCO delivers to Duke
Energy written notice of such election to terminate within thirty (30) days
following the date title vests in such public agency. In the event of such
termination, all rentals and other charges owing hereunder shall be prorated as
of such effective date of termination.

7.3 Damages. Duke Energy shall be entitled to any award and all
damages payable as a result of any condemnation or taking of the fee of the
Premises. TEPPCO shall have the right to claim and recover from the condemning
authority, but not from Duke Energy, such compensation

-4-
142

as may be separately awarded or recoverable by TEPPCO in TEPPCO's own right on
account of any and all damage to the Fractionation Plant and/or TEPPCO's
business by reason of the condemnation, including loss of value of any unexpired
portion of the term of the Lease, and for or on account of any cost or loss to
which TEPPCO might be put in removing TEPPCO's personal property, fixtures,
leasehold improvements and equipment, including, without limitation, the
Fractionation Plant, from the Premises.

ARTICLE VIII
GENERAL PROVISIONS

8.1 Estoppel Certificates. TEPPCO and Duke Energy shall, at any
time and from time to time upon not less than ten (10) days prior written
request from the other Party, execute, acknowledge and deliver to the other a
statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and the
date to which Rent and other charges are paid, and (ii) acknowledging that there
are not, to the executing Party's knowledge, any uncured defaults on the part of
the other Party hereunder (or specifying such defaults, if any are claimed). Any
such statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Premises or the leasehold.

Duke Energy's or TEPPCO's failure to deliver such statement within such
ten (10) day period shall be conclusive upon that Party (i) that this Lease is
in full force and effect without modification, except as may be represented by
the other Party, and (ii) that there are not uncured defaults in performance by
the other Party.

Nothing in this Section 8.1 shall be construed to waive the conditions
elsewhere contained in this Lease applicable to assignment or subletting of the
Premises by TEPPCO.

8.2 Warranty of Peaceful Possession. Duke Energy covenants and
warrants that TEPPCO, upon paying the Rent reserved hereunder and observing and
performing all of the covenants, conditions and provisions on TEPPCO's part to
be observed and performed hereunder, may peaceably and quietly have, hold,
occupy, use and enjoy, and shall have the full, exclusive and unrestricted use
and enjoyment of, all the Premises during the term of the Lease for the purposes
permitted herein, and Duke Energy agrees to warrant and forever defend title to
the Premises against the claims of any and all persons whomsoever lawfully
claiming or to claim the same or any part thereof, subject only to the Permitted
Encumbrances and the provisions of this Lease.

8.3 Recording. Duke Energy and TEPPCO shall execute, acknowledge,
deliver and record a "short form" memorandum of this Lease in the form of
Exhibit B attached hereto and made a part hereof for all purposes. Promptly upon
request by Duke Energy at any time following the expiration or earlier
termination of this Lease, however such termination may be brought about, TEPPCO
shall execute and deliver to Duke Energy an instrument, in recordable form,
evidencing the termination of this Lease and the release by TEPPCO of all of
TEPPCO's right, title and interest in and to the Premises existing under and by
virtue of this Lease.

-5-
143

8.4 Notice. All notices, requests, demands and other
communications required or permitted to be given under this Lease shall be
deemed to have been duly given if in writing and delivered personally or sent
via first-class, postage prepaid, registered or certified mail (return receipt
requested), or by overnight delivery service or facsimile transmission addressed
as follows:

If to Duke Energy:

and copy to:

If to TEPPCO:

and copy to:

Any Party may change the address to which the communications are to be
directed to it by giving notice to the other in the manner provided in this
Section 8.4. Notice by mail shall be deemed to have been given and received on
the third calendar day after posting. Notice by overnight delivery

-6-
144

service, facsimile transmission or personal delivery shall be deemed given on
the date of actual delivery.

8.5 Waiver. No course of dealing and no delay on the part of
either Party in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such Party's rights, powers or remedies. No term
or condition of this Lease shall be deemed to have been waived nor shall there
be any estoppel to enforce any provision of this Lease except by written
instrument of the Parties charged with such waiver or estoppel. The waiver of
any breach of any term, condition or provision of this Lease shall not be
construed as a waiver of any prior, concurrent or subsequent breach of the same
or any other term, condition or provision hereof.

8.6 Entire Agreement. The Project Agreements and any related
documents between the Parties of even date herewith, including exhibits and
schedules attached thereto, constitute the final and entire agreement between
the Parties concerning the subject matter thereof, and supersedes all prior and
contemporaneous agreements and undertakings of the Parties in connection
therewith. The Project Agreements may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the Parties. There are no oral
agreements between the Parties.

8.7 Successors and Assigns. Assignment provisions pertaining to
this Lease are set forth in the O&M Agreement.

8.8 Conflicts. In the event of any conflict between the provisions
of this Lease and any exhibits or schedules attached hereto, the provisions of
this Lease shall prevail.

8.9 Laws and Regulations. This Lease and the performance hereof
shall be subject to all valid and applicable federal and state laws and to the
valid and applicable orders, laws, rules, and regulations of any state or
federal authority having jurisdiction, but nothing contained herein shall be
construed as a waiver of any right to question or contest any such order, law,
rule, or regulation in any forum having jurisdiction.

8.10 Severability. The invalidity or unenforceability of any
provision of this Lease shall in no way affect the validity or enforceability of
any other provision hereof.

8.11 Time of Essence. Time is of the essence in the performance of
all obligations falling due hereunder.

8.12 Captions. The headings to Articles, Sections and other
subdivisions of this Lease are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Lease.

8.13 Schedules and Exhibits. All schedules and exhibits hereto
which are referred to herein are hereby made a part hereof and incorporated
herein by such reference.

8.14 No Partnership. The relationship between Duke Energy and
TEPPCO at all times shall not be deemed a partnership or joint venture.

-7-
145

8.15 No Third Party Beneficiaries. Subject to the provisions of
Section 8.7 hereof, this Lease inures to the sole and exclusive benefit of Duke
Energy and TEPPCO, their respective successors, legal representatives and
assigns, and confers no benefit on any third party.

8.16 Mutual Cooperation; Further Assurances. Upon request by either
Party from time to time during the term of this Lease, each Party agrees to
execute and deliver all such other and additional instruments, notices and other
documents and do all such other acts and things as may be necessary to carry out
the purposes of this Lease and to more fully assure the Parties' rights and
interests provided for hereunder. Duke Energy and TEPPCO each agree to cooperate
with the other on all matters relating to required permits and regulatory
compliance by either Duke Energy or TEPPCO in respect of the Premises.

8.17 Survival. Survival provisions pertaining to this Lease are set
forth in the O&M Agreement.

8.18 Other Project Agreements. In the event of any conflict between
the provisions of any of the Project Agreements with each other or with the
Purchase Agreement, the provisions of the O&M Agreement shall control over the
inconsistent provisions of any of the other Project Documents or the Purchase
Agreement.

8.19 Amendments; Changes; Modifications. This Lease may not be
effectively amended, changed, modified, altered or terminated, except as
provided herein, without the written consent of the Parties and such consent
shall be effective only in the specific instance and for the specific purpose
for which it is given.

The parties hereto have executed this Lease to be effective as of the
day first hereinabove written.

Duke Energy:

DUKE ENERGY FIELD SERVICES, INC.

By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------

-8-
146

TEPPCO:

TEPPCO COLORADO, LLC

By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------

-9-
147

EXHIBIT A

PREMISES

A portion of the Southwest Quarter (SW1/4) of Section 25 (Sec. 25), Township
Five North (T5N), Range Sixty Six (R66W) West of the Sixth Principal Meridian
(6th P.M.), County of Weld, State of Colorado, more particularly described as
follows:

Commencing at the Southwest corner (SW Crn) of said Section 25 and assuming the
West line of said section as bearing North 00(degrees)00'00" East with all
other bearings contained herein relative thereto;
Thence North 00(degrees)00'00" East a distance of 348.27 feet;
Thence North 90(degrees)00'00" East a distance of 957.61 feet to the True Point
of Beginning;

Thence North 00(degrees)43'56" East a distance of 55.11 feet;
Thence South 88(degrees)55'04" East a distance of 129.52 feet;
Thence South 00(degrees)26'43" West a distance of 53.09 feet;
Thence North 89(degrees)48'39" West a distance of 129.79 feet back to the True
Point of Beginning;

Containing 7,015 square feet (0.161 acres), more or less.

[SEAL]

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 4-6-98
-------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P.L.S. 25961
For and on behalf of ▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.

Commencing at the Southwest corner (SW Crn) of said Section 25 and assuming the
West line of said section as bearing North 00(degrees)00'00" East with all
other bearings contained herein relative thereto;
Thence North 00(degrees)00'00" East a distance of 272.25 feet;
Thence North 90(degrees)00'00" East a distance of 986.44 feet to the True Point
of Beginning;

Thence North 00(degrees)51'22" East a distance of 60.45 feet;
Thence South 89(degrees)45'12" East a distance of 117.12 feet;
Thence South 00(degrees)31'05" West a distance of 61.40 feet;
Thence North 89(degrees)17'15" West a distance of 117.47 feet back to the True
Point of Beginning;

Containing 7,146 square feet (0.164 acres), more or less.

[SEAL]

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 4-6-98
-------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P.L.S. 25961 Date
For and on behalf of ▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.
148

EXHIBIT B

MEMORANDUM OF LEASE AGREEMENT

THIS MEMORANDUM OF LEASE AGREEMENT (this "Memorandum") is made and
entered into this 21st day of April, 1998, but effective 11:59 p.m. (Denver,
Colorado time) on the 31st day of March 1998 (the "Effective Date"), by and
between Duke Energy Field Services, Inc., a Colorado corporation ("Duke Energy")
and TEPPCO Colorado, LLC, a Delaware limited liability company ("TEPPCO"). Each
of TEPPCO and Duke Energy are sometimes referred to individually as a "Party"
and collectively as the "Parties."

WHEREAS, Duke Energy and TEPPCO entered into that certain Lease
Agreement on April 21, 1998, but effective as of the Effective Date (the
"Agreement"); and

WHEREAS, any capitalized term used but not defined in this Memorandum
shall have the meaning ascribed to such term in the Agreement;

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

1. Notice. Notice is hereby given of the existence of the
Agreement and certain provisions contained therein which are summarized in
Section 2 below.

2. Demise of Premises and Term. In consideration of the rents,
covenants, and agreements set forth in the Agreement and subject to the terms
and conditions of the Agreement, Duke Energy has leased to TEPPCO and TEPPCO has
leased from Duke Energy, that certain tract or parcel of land located in Weld
County, Colorado, more particularly described on Exhibit A attached hereto and
made a part hereof for all purposes for a term commencing on March 31, 1998 at
11:59 p.m. (Denver, Colorado time) and, unless terminated in accordance with the
terms and conditions of the Agreement, shall continue in effect for a primary
term ending March 31, 2018 at 11:59 p.m. (Denver, Colorado time), and shall
continue in effect from Year to Year thereafter; provided that either Party has
the right to terminate the Agreement effective March 31, 2018 at 11:59 p.m. or
any anniversary of such date by giving the other Party at least six (6) months
prior written notice.

3. No Amendment to Agreement. This Memorandum is executed and
recorded solely for the purpose of giving notice and shall not amend nor modify
the Agreement in any way.

149

4. Further Information. Further information concerning the
Agreement is available from either (i) Duke Energy Field Services, Inc., ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or (ii) TEPPCO Colorado,
LLC, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

The Parties hereto have executed this Memorandum to be effective as of
the day first hereinabove written.

DUKE ENERGY:

DUKE ENERGY FIELD SERVICES, INC.

By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------

TEPPCO:

TEPPCO COLORADO, LLC

By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------

▇-▇

▇▇▇

▇▇▇▇▇ ▇▇ ▇▇▇▇▇ )
)
COUNTY OF ▇▇▇▇▇▇ )

Before me, ____________, a Notary Public in and for the State of Texas,
on this ______ day of April, 1998, personally appeared ___________, known to me
to be the ____________ of Duke Energy Field Services, Inc., a Colorado
corporation, on behalf of said corporation and acknowledged to me that he
executed this Memorandum for the considerations and purposes therein set forth.

Given under my hand and seal of office this ______ day of April, 1998.

---------------------------------------------
Notary Public in and for the State of Texas

---------------------------------------------
Printed or Typed Name of Notary

My Commission Expires:

---------------------------------------------

STATE OF TEXAS )
)
COUNTY OF ▇▇▇▇▇▇ )

Before me, ____________, a Notary Public in and for the State of Texas,
on this ______ day of April, 1998, personally appeared ____________, known to me
to be the ____________ of TEPPCO Colorado, LLC, a Delaware limited liability
company, on behalf of said limited liability company and acknowledged to me that
he executed this Memorandum for the considerations and purposes therein set
forth.

Given under my hand and seal of office this ______ day of April, 1998.

---------------------------------------------
Notary Public in and for the State of Texas

---------------------------------------------
Printed or Typed Name of Notary

My Commission Expires:

---------------------------------------------

B-3
151

EXHIBIT C
================================================================================

OPERATION AND MAINTENANCE AGREEMENT

BY AND BETWEEN

DUKE ENERGY FIELD SERVICES, INC.

AND

TEPPCO COLORADO, LLC

MARCH 31, 1998

================================================================================

152

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS.......................................................................... 2
1.1 Definitions ......................................................................... 2
1.2 References........................................................................... 6
1.3 Headings............................................................................. 6

ARTICLE 2 SERVICES AND RELATIONSHIP............................................................ 6
2.1 Services............................................................................. 6
2.2 Other Agreements..................................................................... 6
2.3 Independent Contractor............................................................... 7
2.4 TEPPCO's Access...................................................................... 7
2.5 Obligation to Provide Associated Services and Facilities............................. 7

ARTICLE 3 EMPLOYEES, CONSULTANTS, AND SUBCONTRACTORS........................................... 7
3.1 Employees, Consultants, and Subcontractors........................................... 7
3.2 Affiliates........................................................................... 8
3.3 Standards for Performance of Duke Energy, its Employees, and
Contractors.......................................................................... 8

ARTICLE 4 OPERATION AND MAINTENANCE COSTS...................................................... 8
4.1 Operating and Other Costs............................................................ 8
4.2 O&M Fee.............................................................................. 8
4.3 Insurable Loss to the Fractionators.................................................. 8
4.4 Capital Expenditures................................................................. 9
4.5 Insurance............................................................................ 9

ARTICLE 5 INDEMNIFICATION...................................................................... 9
5.1 Indemnification by Duke Energy....................................................... 9
5.2 Indemnification by TEPPCO............................................................ 10

ARTICLE 6 TERM AND TERMINATION................................................................. 11
6.1 Term................................................................................. 11
6.2 Termination.......................................................................... 11

ARTICLE 7 BILLING AND PAYMENT.................................................................. 11
7.1 Statements and ▇▇▇▇▇▇▇▇.............................................................. 11
7.2 Audit Rights......................................................................... 11

ARTICLE 8 SURVIVAL OF OBLIGATIONS.............................................................. 12

ARTICLE 9 WARRANTY............................................................................. 12
9.1 Warranty............................................................................. 12
9.2 Consequence of Breach................................................................ 12
9.3 Vendor Warranties.................................................................... 13

153

ARTICLE 10 DISPUTES.................................................................... 13
10.1 Dispute Resolution; Arbitration...................................................... 13
10.2 ..................................................................................... 13
10.3 ..................................................................................... 13
10.4 Recovery of Costs and Attorneys' Fees................................................ 15
10.5 Choice of Forum...................................................................... 15
10.6 Jury Waivers......................................................................... 15
10.7 Limitation of Damages................................................................ 16
10.8 Governing Law........................................................................ 16

ARTICLE 11 MISCELLANEOUS............................................................... 16
11.1 Notices.............................................................................. 16
11.2 Waiver............................................................................... 17
11.3 Amendments; Changes; Modifications................................................... 17
11.4 Successors and Assigns............................................................... 17
11.5 Conflicts............................................................................ 17
11.6 Entire Agreement..................................................................... 18
11.7 Laws and Regulations................................................................. 18
11.8 Severability......................................................................... 18
11.9 Time of Essence...................................................................... 18
11.10 Captions............................................................................. 18
11.11 Schedules and Exhibits............................................................... 18
11.12 No Partnership....................................................................... 18
11.13 No Third Party Beneficiaries......................................................... 18
11.14 Mutual Cooperation; Further Assurances............................................... 18
11.15 Other Project Agreements............................................................. 19

-ii-
154

OPERATION AND MAINTENANCE AGREEMENT

THIS OPERATION AND MAINTENANCE AGREEMENT (the "O&M Agreement") is made
and entered into this 21st day of April, 1998, but effective as of the 31st day
of March, 1998, by and between Duke Energy Field Services, Inc. ("Duke Energy"),
a Colorado corporation and TEPPCO Colorado, LLC, a Delaware limited liability
company ("TEPPCO"). Each of TEPPCO and Duke Energy are sometimes referred to
individually as a "Party" and collectively as the "Parties."

RECITALS

▇. ▇▇▇▇ Energy owns and operates the Greeley Natural Gas Processing Plant
located in the SW1/4 of Section 25, T5N, R66W (the "Greeley Plant") and
the Spindle Natural Gas Processing Plant located in the SW1/4 of
Section 34, T2N, R67W (the "Spindle Plant"), both of which are located
in Weld County, Colorado.

B. Pursuant to an Asset Purchase Agreement dated March 31, 1998 (the
"Purchase Agreement"), between the Parties, TEPPCO has acquired from
Duke Energy a fractionation facility located at the Greeley Plant and a
fractionation facility located at the Spindle Plant (collectively, the
"Fractionators").

C. As contemplated in the Purchase Agreement, the Parties have entered
into (i) a Fractionation Agreement of even date herewith (the "Frac
Agreement") whereby TEPPCO will fractionate natural gas liquids for
Duke Energy for the consideration expressed therein, (ii) a Lease
Agreement of even date herewith (the "Lease Agreement") whereby TEPPCO
will lease certain real property on which the Fractionator at the
Greeley Plant site is located, and (iii) a Sublease Agreement of even
date herewith (the "Sublease Agreement") whereby TEPPCO will lease
certain real property on which the Fractionator at the Spindle Plant
site is located.

D. Prior to the execution of the Project Agreements Duke Energy owned and
operated and currently operates the Fractionators, and represents that
it is qualified and capable to continue to operate and maintain the
Fractionators.

E. The Parties desire for Duke Energy to operate and maintain the
Fractionators in accordance with this O&M Agreement.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:

155

ARTICLE 1
DEFINITIONS

1.1 Except as otherwise defined herein, capitalized terms used in this O&M
Agreement shall have the same meanings as in the Frac Agreement. In
addition, the following words and terms shall have the meanings set
forth herein:

"Affiliate" shall mean, when used with respect to a specified
Person, any other Person directly controlled by or under the specified
Person. For purposes of this definition "control", when used with
respect to any specified Person, means the power to direct the
management and policies of the Person whether through the ownership of
voting securities or by contract; and the term "controlled" have the
meanings correlative to the foregoing. Notwithstanding the foregoing,
the term "Affiliate" when applied to Duke Energy shall not include Duke
Energy Trading & Marketing, L.L.C. ("DETM"), TEPPCO, Texas Eastern
Products Pipeline Company, a Delaware corporation ("Texas Eastern"),
TEPPCO Partners L.P., a Delaware limited partnership (the
"Partnership") or any entities owned, directly or indirectly by the
Partnership (collectively with Texas Eastern and the Partnership but
excluding DETM, the "TEPPCO Entities"); and as applied to TEPPCO, shall
not include Duke Energy, Duke Energy Corporation, a Delaware
corporation, or any entities owned, directly or indirectly by Duke
Energy Corporation other than the TEPPCO Entities.

"Associated Equipment and Services" shall have the meaning
given such term in Section 2.5.

"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C. ss. 9601 et seq.

"Claims" shall have the meaning given such term in Section
5.1.

"Disputed Claims" shall have the meaning given such term in
Section 10.1.

"Duke Energy Indemnified Parties" shall have the meaning given
such term in Section 5.2.

"Emergencies" shall mean the occurrence, condition, or
reasonable anticipation of an occurrence or condition, which might (1)
threaten life, property, or the environment, (2) render a Fractionator
incapable of

-2-
156

normal operation, or (3) be required in order to comply with law or an
order of a Governmental Authority with jurisdiction over a
Fractionator.

"Employees" shall mean those persons who are hired as
employees to perform Duke Energy's Services under this O&M Agreement on
either a full-time or part-time basis, whether or not any such person
is hired directly by Duke Energy or made available by an Affiliate of
Duke Energy on either a full-time or part-time basis.

"Environmental Laws" shall mean all federal, state, or
municipal laws, rules, regulations, statutes, ordinances, or orders of
any Governmental Authority relating to (a) the control of any potential
pollutant or protection of the air, water, or land, (b) solid, gaseous
or liquid waste generation, handling, treatment, storage, disposal or
transportation and (c) exposure to hazardous, toxic or other substances
alleged to be harmful. "Environmental Laws" shall include, but not be
limited to, the Clean Air Act, 42 U.S.C. ss. 7401 et seq., the Clean
Water Act, 33 U.S.C. ss. 1251 et seq., RCRA, the Superfund Amendments
and Reauthorization Act, 42 U.S.C. ss. 11001, et seq., the Toxic
Substances Control Act, 15 U.S.C. ss. 2601 et seq., the Water Pollution
Control Act, 33 U.S.C. ss. 1251 et seq., the Safe Drinking Water Act,
42 U.S.C. ss. 300f et seq. and CERCLA. The term "Environmental Laws"
shall also include all state, local and municipal laws, rules,
regulations, statutes, ordinances and orders dealing with the same
subject matter or promulgated by any governmental or quasi-governmental
agency thereunder or to carry out the purposes of any federal, state,
local and municipal law.

-3-
157

"Frac Agreement" shall have the meaning given such term in the
recitals hereof.

"GAAP" shall mean generally accepted accounting principles
consistently applied.

"Governmental Authority" shall mean any entity of or
pertaining to government, including any federal, state, local, other
governmental or administrative authority, agency, court, tribunal,
arbitrator, commission, board or bureau.

"Greeley Plant" shall have the meaning given such term in the
recitals hereof.

"Lease Agreement" shall have the meaning given such term in
the recitals hereof.

"O&M Fee" shall have the meaning given such term in Section
4.2.

"Permit" shall mean any license, permit or authority granted
by any Governmental Authority.

"Person" shall mean any individual, corporation, partnership,
joint venture, association, limited liability company, joint stock
company, trust unincorporated organization, Governmental Authority or
government (or agency or political subdivision thereof).

"Premises" shall mean collectively, the "Premises" as defined
in the Lease Agreement and the "Premises" as defined in the Sublease
Agreement.

"Project Agreements" shall mean collectively, this O&M
Agreement, the Frac Agreement, the Lease Agreement and the Sublease
Agreement.

"Purchase Agreement" shall have the meaning given such term in
the recitals hereof.

"Representatives" shall have the meaning given such term in
Section 2.4.

"Services" shall mean all management, operations and
maintenance services necessary or advisable in order to safely,
dependably and efficiently manage, operate and maintain the

-4-
158

Fractionators. Without limiting the generality of the foregoing,
"Services" shall include each of the following being performed in a
manner consistent with good industry practice:

(a) Comply with all local, state and federal rules,
regulations and laws, including the Environmental Laws, and
obtain and maintain all Permits required for the maintenance
and operation of the Fractionators.

(b) Maintain adequate and sufficient records and
provide all data and/or reports reasonably required by TEPPCO,
and as required by all federal, state and local agencies with
jurisdiction over a Fractionator.

(c) Maintain current revisions of all drawings and
specifications, technical documents, instruction books,
equipment diagrams and other information relating to the
Fractionators.

(d) Maintain appropriate levels of spare parts and
materials required for the maintenance and proper operation of
the Fractionators.

(e) Take all actions as may be necessary or
appropriate to maintain the Fractionators in good operating
condition and repair.

(f) In the event of Emergencies, perform all actions
reasonable and appropriate to protect the Fractionators and
all related facilities, equipment, supplies and personnel and
notify TEPPCO as soon as reasonably possible at the telephone
number for Emergencies set forth in Section 11.1 hereof.

(g) Establish and maintain an effective work force
required for the management, operation and maintenance of the
Fractionators through proper hiring, training, supervising and
qualifying procedures, and administer all matters pertaining
to labor relations, working conditions, employee benefits,
safety and all related matters in connection with these duties
in accordance with applicable laws.

(h) Subject to Section 2.4 herein, provide reasonable
access to the Fractionators and all records relating to the
operation and maintenance of the Fractionators to all agents,
representatives and inspectors of TEPPCO and, if required by

-5-
159

applicable law or otherwise approved by Duke Energy,
Governmental Authorities.

(i) Keep and maintain the Fractionators free and
clear of, or discharge in the ordinary course of business, all
liens and encumbrances resulting from performance of services
by Duke Energy or its contractors and subcontractors.

(j) Keep TEPPCO informed of the operating status of
the Fractionators through reports as may be reasonably
requested and agreed upon from time to time. In addition to
the foregoing, Duke Energy will immediately notify TEPPCO by
telephone within 48 hours of any shutdown, bring down or
scheduled or unscheduled maintenance occurrence which impacts
the capacity or operations of the Fractionators and which is
reasonably anticipated to exceed 24 hours.

(k) Take such actions as shall be necessary to
maintain the aggregate capacity of the Fractionators to as
close as possible to its current estimated maximum capacity of
504,000 Gallons per day.

(l) Fully perform and comply with all duties,
obligations and liabilities of TEPPCO under (i) Sections 4.1
and 4.2 and Article V of the Frac Agreement, (ii) Sections 4.1
and 4.2 (except for any obligations to send notices under
Section 4.2) of the Lease Agreement and (iii) Sections 4.1 and
4.2 (except for any obligations to send notices under Section
4.2) of the Sublease Agreement.

(m) Carry out the other obligations of Duke Energy as
set forth in this O&M Agreement.

"Spindle Plant" shall have the meaning given such term in the
recitals hereof.

"Sublease Agreement" shall have the meaning given such term in
the recitals hereof.

"TEPPCO Indemnified Parties" shall have the meaning given that term in
Section 5.1.

-6-
160

as a whole and not to any particular Article, provision, section or
paragraph of this Agreement and (b) "or" mean "either or both". Unless
otherwise specified, all references in this Agreement to Sections,
paragraphs, Exhibits or Schedules are deemed references to the
corresponding Sections, paragraphs, Exhibits or Schedules in this
Agreement.

1.3 Headings. The headings of the Sections of this Agreement and of the
Schedules and Exhibits are included for convenience only and shall not
be deemed to constitute part of this Agreement or to affect the
construction or interpretation hereof or thereof.

ARTICLE 2
SERVICES AND RELATIONSHIP

2.1 Services. Duke Energy shall perform the Services in such a way as to
safely, dependably and efficiently operate and maintain the
Fractionators in a prudent manner, consistent with good, industry
practices.

2.2 Other Agreements. Notwithstanding any provision to the contrary in any
of the Project Agreements, Duke Energy agrees that is shall have sole
responsibility to fully perform and comply with all duties, obligations
and liabilities of TEPPCO under (i) Sections 4.1 and 4.2 and Article V
of the Frac Agreement, (ii) Sections 4.1 and 4.2 (except for any
obligations to send notices under Section 4.2) of the Lease Agreement
and (iii) Sections 4.1 and 4.2 (except for any obligations to send
notices under Section 4.2) of the Sublease Agreement.

2.3 Independent Contractor. In performing the Services, Duke Energy shall
be an independent contractor and not an employee, agent, or servant of
TEPPCO, and this O&M Agreement does not create any partnership or joint
venture between Duke Energy and TEPPCO.

2.4 TEPPCO's Access. This Section 2.4 shall be the sole governing provision
of this O&M Agreement and Other Agreements pertaining to TEPPCO, its
employees, agents and other representatives' (the "Representatives")
access to the Fractionators. Notwithstanding any provision in this O&M
Agreement and Other Agreements to the contrary, TEPPCO and the
Representatives shall only have the right to access to the
Fractionators, the Spindle Plant site and the Greeley Plant site in
accordance with this Section 2.4. TEPPCO and the Representatives shall
have access to the Fractionators, Plant site and the Greeley Plant site
only during normal business hours, when accompanied by the
representative of Duke Energy who has been so designated by Duke
Energy, and upon at least 24 hours advance notice to Duke Energy,
except in the event of an Emergency, in which case Duke Energy shall
provide to TEPPCO and its Representatives access to the Fractionators,
the Spindle

-7-
161

Plant site and/or the Greeley Plant site, as the case may be, at any
time of the day and as soon as reasonably possible. TEPPCO and the
Representatives shall comply with all of Duke Energy's safety rules and
procedures during any such access.

2.5 Obligation to Provide Associated Services and Facilities. The Parties
hereto acknowledge that (i) the equipment that comprises the
Fractionators is insufficient to fully complete the fractionation
process and (ii) the Fractionators must be used in conjunction with
other equipment owned by Duke Energy to enable TEPPCO to fractionate
the Raw Product in accordance with the terms of the Frac Agreement.
Accordingly, Duke Energy agrees to provide, as part of the O&M Fee,
such additional equipment and services as are reasonably necessary to
enable TEPPCO to fractionate the Raw Product in accordance with the
terms hereof, including, without limitation, the furnishing of
electricity, hot oil circulation, refrigeration and control systems
(collectively, the "Associated Equipment and Services"). Duke Energy
shall, at all times during the term of this Agreement, maintain the
assets necessary to provide the Associated Equipment and Services in
good working order and repair. If Duke Energy fails to provide any
Associated Equipment and Services in accordance with the terms of this
Agreement, then in addition to any other rights or remedies TEPPCO may
have for any such failure, TEPPCO shall have the right to obtain
specific performance of the provision of such Associated Equipment and
Services.

ARTICLE 3
EMPLOYEES, CONSULTANTS, AND SUBCONTRACTORS

3.1 Employees, Consultants, and Subcontractors. Duke Energy shall hire,
employ, and have supervision over such persons as may be required to
enable Duke Energy to perform the Services required hereunder
(including consultants, professionals, subcontractors, services, or
other organizations). Duke Energy shall pay all expenses in connection
therewith, including, but not limited to compensation, salaries, wages,
bonuses, benefits, social security taxes, workers' compensation
insurance, retirement, and insurance benefits and other such expenses.

3.2 Affiliates. Notwithstanding Section 3.1 above, Duke Energy is
authorized to utilize, as it deems necessary, the services of any
Affiliate.

3.3 Standards for Performance of Duke Energy, its Employees, and
Contractors. Duke Energy shall perform the Services and carry out its
responsibilities, devoting appropriate time and talents to the
operations of the Fractionators in a good and businesslike manner and
in accordance with good and prudent practices within the industry. In
connection therewith, Duke Energy shall provide supervisory,
administrative, and technical services to TEPPCO and shall perform such
services with the same degree of diligence and care that it would
exercise if the Fractionators were owned solely by Duke Energy. All
persons engaged by Duke Energy hereunder shall be duly trained,
qualified and experienced to perform such responsibilities. Duke Energy
shall require all contractors, and such contractors shall use
reasonable efforts to require all subcontractors, to carry insurance of
the types and amounts

-8-
162

set forth in the attached Schedule 3.3. All materials and workmanship
used or provided in performing the Services shall be in accordance with
applicable governmental standards and regulations.

ARTICLE 4
OPERATION AND MAINTENANCE COSTS

4.1 Operating and Other Costs. Duke Energy shall pay and be responsible for
all costs, expenses, expenditures and fees incurred in connection with
the provision of the Services or otherwise required for the management,
operation and maintenance of the Fractionators, except as otherwise
provided in Section 4.5 below. In this regard, any loss of products due
to operations or measurement shall be the responsibility of Duke
Energy.

4.2 O&M Fee. TEPPCO shall pay to Duke Energy, each month, a fee equal to
$0.005 times the number of Gallons of Specification Product (as
calculated pursuant to the Frac Agreement) which is delivered by TEPPCO
to Duke Energy at the Delivery Points each month pursuant to the terms
of the Frac Agreement (the "O&M Fee") except as otherwise provided in
Section 4.1 of the Frac Agreement. Except as otherwise provided in this
Article 4, the O&M Fee shall constitute payment by TEPPCO to Duke
Energy for all costs, expenses, expenditures, and fees incurred in
connection with the provision of the Services.

4.3 Insurable Loss to the Fractionators. Except to the extent covered by
the insurance carried by Duke Energy pursuant to Section 4.5 below or
any insurance carried by TEPPCO, TEPPCO shall be responsible for all
costs and expenses necessary for the repair or replacement of all or
portions of the Fractionators made necessary because of an insurable
loss, including, without limitation, losses incurred by fire, flood,
storm, theft or accident; provided, however, in the event that the
Fractionators are damaged because of the negligent act or omission of
any of the Duke Energy Indemnified Parties, then Duke Energy shall be
responsible for any deductible under any such insurance, whether
carried by Duke Energy or TEPPCO. TEPPCO may carry at its own expense
such insurance as it deems necessary or appropriate to protect against
such potential losses.

4.4 Capital Expenditures. Duke Energy shall be responsible for any single
item of capital expenditure (as determined by GAAP) which is less than
$100,000. With respect to any capital expenditure (as determined by
GAAP) which exceeds $100,000, TEPPCO shall be liable for the total
amount of such expenditures from the first dollar thereof; provided,
however, before incurring any such expenditures, Duke Energy shall
obtain TEPPCO's written approval of such expenditures, such approval
not to be unreasonably withheld. The Parties acknowledge and agree that
notwithstanding any provision in the other Project Agreements to the
contrary, that TEPPCO shall not increase the capacity of the
Fractionators without Duke Energy's prior written consent.

4.5 Insurance. Duke Energy shall carry the insurance described on the
attached Schedule 4.5 and such other insurance as it may consider
necessary or appropriate and shall be responsible for all costs and
expenses of premiums payable for such insurance. Under no circumstances

-9-
163

shall Duke Energy be required to carry insurance for business
interruption or be liable to TEPPCO for damages attributable to
business interruption or loss of profits. With respect to the insurance
policies carried by each Party hereunder, such insurance policies shall
provide (i) that the other Party shall be named as an additional
insured, (ii) for a waiver of rights of subrogation from the insurer,
(iii) that the other Party shall be given thirty (30) days' notice
prior to cancellation, (iv) that the other Party receive notice in the
event of non-payment of premiums and (v) that the other Party be named
as a loss payee as its interest may appear.

ARTICLE 5
INDEMNIFICATION

5.1 Indemnification by Duke Energy. Duke Energy agrees to indemnify,
protect, save and keep harmless TEPPCO and its Affiliates and their
respective officers, directors, shareholders, unitholders, members,
managers, agents, employees, representatives, contractors and
subcontractors (other than any of the Duke Energy Indemnified Parties),
successors and assigns (collectively, the "TEPPCO Indemnified Parties")
from and against any and all liabilities, obligations, losses, damages,
penalties, claims (including, without limitation, claims involving
strict or absolute liability in tort), actions, suits, costs, expenses
and disbursements (including, without limitation, reasonable legal fees
and expenses) of any kind and nature whatsoever (collectively, the
"Claims") which may be imposed on, incurred by or asserted against any
of the TEPPCO Indemnified Parties, in any way relating to or arising
out of:

(a) the possession, custody, processing or use of the
Dedicated Gas, the Raw Product and/or the Specification Products,
including, without limitation, the payment of any taxes, royalties,
overriding royalties or other payments due or to become due thereon;

(b) any misrepresentation or breach of warranty made by Duke
Energy in any of the Project Agreements;

(c) any failure to perform any covenant or agreement made or
undertaken by Duke Energy in any of the Project Agreements, including,
without limitation, the performance of any covenant or agreement of
TEPPCO under any of the Project Agreements which has been expressly
assumed by Duke Energy under this O&M Agreement;

(d) the possession, use or operation of the Fractionators or
the Premises prior to the date hereof or during the term of any of the
Project Agreements or any accident or occurrence in connection
therewith prior to the date hereof or during the term of any of the
Project Agreements;

(e) the possession, use or operation of the Greeley Plant, the
Spindle Plant, the Greeley Plant site and/or the Spindle Plant site or
any accident or occurrence in connection therewith both before and
after the date hereof; or

-10-
164

(f) any Environmental Liabilities relating to the Premises,
the Fractionators, the Greeley Plant, the Spindle Plant, the Greeley
Plant site or the Spindle Plant site or the operation or use thereof
prior to the date hereof or during the term of any of the Project
Agreements, or resulting from any facts existing or events occurring
prior to the date hereof or during the term of any of the Project
Agreements, regardless of when such liability arises;

provided, however, Duke Energy shall not be required to indemnify the
TEPPCO Indemnified Parties for any Claim resulting from the willful
misconduct or negligence of any of the TEPPCO Indemnified Parties. To
the extent that the TEPPCO Indemnified Parties in fact receive full
indemnification payments from Duke Energy under the indemnification
provisions hereof, Duke Energy shall be subrogated to the TEPPCO
Indemnified Parties' rights with respect to the transaction or event
requiring or giving rise to such indemnity.

5.2 Indemnification by TEPPCO. TEPPCO agrees to indemnify, protect, save
and keep harmless Duke Energy and its Affiliates and their respective
officers, directors, shareholders, unitholders, members, managers,
agents, employees, representatives, contractors, subcontractors,
successors and assigns (collectively, the "Duke Energy Indemnified
Parties") from and against any and all Claims which may be imposed on,
incurred by or asserted against any of the Duke Energy Indemnified
Parties, in any way relating to or arising out of:

(a) any misrepresentation or breach of warranty made by TEPPCO
in any of the Project Agreements;

(b) any failure to perform any covenant or agreement made or
undertaken by TEPPCO in any of the Project Agreements to the extent
that compliance with or performance of any such covenant or agreement
has not been expressly assumed by Duke Energy in this O&M Agreement; or

(c) the willful misconduct or negligence of any of the TEPPCO
Indemnified Parties in connection with any matter pertaining to the
Premises, the Fractionators, the Raw Product or the Product;

provided, however, TEPPCO shall not be required to indemnify the Duke
Energy Indemnified Parties for any Claim resulting from the willful
misconduct or negligence of any of the Duke Energy Indemnified Parties.
To the extent that the Duke Energy Indemnified Parties in fact receive
full indemnification payments from TEPPCO under the indemnification
provisions hereof, TEPPCO shall be subrogated to the Duke Energy
Indemnified Parties' rights with respect to the transaction or event
requiring or giving rise to such indemnity.

ARTICLE 6
TERM AND TERMINATION

6.1 Term. This O&M Agreement shall be effective as of March 31, 1998 at
11:59 p.m. (Denver, Colorado time) and, unless terminated in accordance
with Section 6.2, continue in effect for

-11-
165

a primary term ending March 31, 2018 at 11:59 p.m. (Denver, Colorado
time), and shall continue in effect from Year to Year thereafter;
provided that either Party shall have the right to terminate this O&M
Agreement effective March 31, 2018 at 11:59 p.m. or any anniversary of
that date by giving the other Party at least six (6) months prior
written notice.

6.2 Termination. Termination provisions pertaining to this O&M Agreement
are set forth in the Frac Agreement.

ARTICLE 7
BILLING AND PAYMENT

7.1 Statements and ▇▇▇▇▇▇▇▇. ▇▇▇▇ Energy shall invoice TEPPCO by the 25th
day of each month for amounts due Duke Energy under this O&M Agreement
for the prior month. Each such invoice shall contain a detailed
description of the monthly charges to TEPPCO and will indicate whether
or not such amount has been deducted from amounts owed to TEPPCO under
the Frac Agreement. If such amounts are not deducted from amounts owed
to TEPPCO under the Frac Agreement, payment will be due within twenty
(20) days after receipt of the invoice.

7.2 Audit Rights. In accordance with the Confidentiality Agreement of even
date herewith between the Parties, each Party shall have, at its
expense, the right at all times to examine the books and records of the
other Party, during normal working hours, to the extent necessary to
verify the accuracy of any invoice, statement, charge, computation or
demand made under or pursuant to this O&M Agreement. Each Party agrees
to keep records and books of account in accordance with generally
accepted accounting principles in the industry. The Parties agree that
the sole and exclusive remedy and measure of damages for any improper
payments under this agreement shall be the payment of the amount of
underpayment or the recovery of the amount of overpayment, as the case
may be, during the two (2) year period immediately preceding the date
on which a Party notifies the other Party in writing of an error,
mistake, inaccuracy or other claim with respect to any such invoice,
statement, charge, computation or demand.

ARTICLE 8
SURVIVAL OF OBLIGATIONS

Any obligation owed by a Party to the other Party under any of the
Project Agreements (whether the same shall be known or unknown at the
termination hereof, or whether the circumstances, events, or basis of the same
shall be known or unknown at the termination hereof), including indemnification
obligations, shall survive termination of any of the Project Agreements.

ARTICLE 9
WARRANTY

9.1 Warranty. Duke Energy warrants that the Services shall be performed in
accordance with the terms and conditions of this Agreement, including
all standards set forth herein. Except

-12-
166

as otherwise provided in this O&M Agreement, TEPPCO agrees that there
are no warranties, either express or implied, made with respect to Duke
Energy's performance under this O&M Agreement or the Other Agreements
and TEPPCO expressly recognizes and agrees that Duke Energy does not
promise that the Services and work will be performed in a perfect
manner. Duke Energy SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES THAT MAY RESULT FROM ANY RELATIONSHIP BETWEEN TEPPCO AND
DUKE ENERGY OR FROM THE DRAWINGS OR MODELS OF THE WORK OR OTHERWISE,
INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TEPPCO ALSO HEREBY
WAIVES THE PROVISIONS OF ANY DECEPTIVE TRADE PRACTICE ACT OR SIMILAR
ACT IN ALL APPLICABLE JURISDICTIONS.

9.2 Consequence of Breach. In the event Duke Energy breaches any warranty
described in Section 9.1 above, Duke Energy shall re-perform any
defective service, replace any unfit or unqualified personnel and train
new personnel, and repair or replace any components of the
Fractionators damaged as a consequence of such breach. Any such
re-performance, training, repair or replacement by Duke Energy pursuant
to this Section 9.2 shall be at Duke Energy's sole cost and expense.

9.3 Vendor Warranties. Duke Energy will extend to TEPPCO the benefit of all
warranties of any kind, whether express or implied, which arise out of
or are given to Duke Energy by other persons in connection with the
sale of goods and services to Duke Energy with respect to the
Fractionators.

ARTICLE 10
DISPUTES

10.1 Dispute Resolution; Arbitration. In the event of any controversy or
claim, whether based in contract, tort or otherwise, arising out of or
relating to this O&M Agreement or the scope, breach, termination or
validity of this O&M Agreement (a "Disputed Claim"), the Parties shall
promptly seek to resolve any such Disputed Claim by negotiations
between senior executives of the Parties who have authority to settle
the Disputed Claim. When a Party believes there is a Disputed Claim
under this O&M Agreement, that Party will give the other Party written
notice of the Disputed Claim. Within thirty (30) days after receipt of
such notice, the receiving Party shall submit to the other a written
response. Both the notice and response shall include (i) a statement of
each Party's position and a summary of the evidence and arguments
supporting its position, and (ii) the name, title, fax number, and
telephone number of the executive who will represent that Party. In the
event the Disputed Claim involves a claim arising out of the actions of
any person or entity not a signatory to this O&M Agreement, the
receiving Party shall have such additional time as necessary, not to
exceed an additional thirty (30) days, to investigate the Disputed
Claim before submitting a written response. The executives shall meet
at a mutually acceptable time and place within fifteen (15) days after
the date of the response and thereafter as often as they reasonably
deem necessary to exchange relevant information and to attempt to
resolve the Disputed Claim.

-13-
167

If one of the executives intends to be accompanied at a meeting by an
attorney, the other executive shall be given at least five (5) working
days' notice of such intention and may also be accompanied by an
attorney. All negotiations and communications pursuant to this Article
10 shall be treated and maintained by the Parties as confidential
information and shall be treated as compromise and settlement
negotiations for the purposes of the Federal and State Rules of
Evidence .

10.2 If the Disputed Claim has not been resolved within sixty (60) days
after the date of the response given pursuant to Section 10.1 above, or
such additional time, if any, that the Parties mutually agree to in
writing, or if the Party receiving such notice denies the applicability
of the provisions of Section 10.1 or otherwise refuses to participate
under the provisions of Section 10.1, either Party may initiate binding
arbitration pursuant to the provisions of Section 10.3 below.

10.3 Any Disputed Claims not settled pursuant to the foregoing provisions
shall be submitted to binding arbitration in accordance with the
following provisions. Arbitration shall be the sole and exclusive
remedy of the Parties in connection with any Disputed Claims hereunder.

(a) The Party desiring to initiate arbitration in connection with
any Disputed Claim shall send, via certified mail, written
notice of demand of arbitration to the other Party and the
name of the arbitrator appointed by the Party demanding
arbitration together with a statement of the matter in
controversy.

(b) Within fifteen (15) days after receipt of such demand, the
receiving Party shall name its arbitrator. If the receiving
Party fails or refuses to name its arbitrator within such
15-day period, the second arbitrator shall be appointed, upon
request of the Party demanding arbitration, by the Chief U.S.
District Court Judge for the District of Colorado or such
other person designated by such judge. The two arbitrators so
selected shall within fifteen (15) days after their
designation select a third arbitrator; provided, however, that
if the two arbitrators are not able to agree on a third
arbitrator within such 15-day period, either Party may request
the Chief U.S. District Court Judge for the District of
Colorado or such other person designated by such judge to
select the third arbitrator as soon as possible. In the event
the Judge declines to appoint an arbitrator, appointment shall
be made, upon application of either Party, pursuant to the
Commercial Arbitration Rules of the American Arbitration
Association. If any arbitrator refuses or fails to fulfill his
or her duties hereunder, such arbitrator shall be replaced by
the Party which selected such arbitrator (or if such
arbitrator was selected by another Person, through the
procedure which such arbitrator was selected) pursuant to the
foregoing provisions.

(c) Each arbitrator selected by the Parties shall be a certified
public accountant or licensed attorney with at least fifteen
(15) years of oil and gas experience as a certified public
accountant and/or practicing attorney. The arbitrators
selected by the Parties are not required to be neutral, but
the third arbitrator shall be neutral and shall be a certified
public accountant. If neither of the arbitrators appointed by
or on

-14-
168

behalf of the Parties is a retired judge, then the third
arbitrator shall be a retired judge.

(d) The Parties hereto hereby request and consent to the three (3)
arbitrators conducting a hearing in Denver, Colorado no later
than sixty (60) days following their selection or thirty (30)
days after all prehearing discovery has been completed,
whichever is later, at which the Parties shall present such
evidence and witnesses as they may choose, with or without
counsel.

(e) Arbitration shall be conducted in accordance with the
Commercial Arbitration Rules and procedures of the American
Arbitration Association.

(f) The Federal Rules of Civil Procedure, as modified or
supplemented by the local rules of civil procedure for the
U.S. District Court of Colorado, shall apply in the
arbitration. The Parties shall make their witnesses available
in a timely manner for discovery pursuant to such rules. If a
Party fails to comply with this discovery agreement within the
time established by the arbitrators, after resolving any
discovery disputes, the arbitrators may take such failure to
comply into consideration in reaching their decision. All
discovery disputes shall be resolved by the arbitrators
pursuant to the procedures set forth in the Federal Rules of
Civil Procedure.

(g) Adherence to formal rules of evidence shall not be required.
The arbitrators shall consider any evidence and testimony that
they determine to be relevant.

(h) The Parties hereto hereby request that the arbitrators render
their decision within thirty (30) calendar days following
conclusion of the hearing.

(i) Any decision by a majority of the arbitration panel shall be
final, binding and non-appealable. Any such decision may be
filed in any court of competent jurisdiction and may be
enforced by any Party as a final judgment in such court. There
shall be no grounds for appeal of any arbitration award
hereunder.

(j) The defenses of statute of limitations and laches shall be
tolled from and after the date a Party gives the other Party
written notice of a Disputed Claim as provided in Section 10.1
above until such time as the Disputed Claim has been resolved
pursuant to Section 10.1 , or an arbitration award has been
entered pursuant to Section 10.3.

10.4 Recovery of Costs and Attorneys' Fees. In the event arbitration (or,
despite the Parties agreement to the Disputed Claims through binding
arbitration, litigation) arising out of this O&M Agreement is initiated
by either Party, the prevailing Party, after the entry of a final
non-appealable order, shall be entitled to recover from the other
Party, as a part of said order, all court costs, fees and expenses of
such arbitration (or litigation), including, without limitation,
reasonable attorneys' fees.

-15-
169

10.5 Choice of Forum. If, despite the Parties' agreement to submit any
Disputed Claims to binding arbitration, there are any court proceedings
arising out of or relating to this O&M Agreement or the transactions
contemplated hereby, such proceedings shall be brought and tried in the
federal or state courts situated in the City and County of Denver,
Colorado.

10.6 Jury Waivers. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO DEMAND A
TRIAL BY JURY.

10.7 Limitation of Damages. WHETHER OR NOT OCCASIONED BY A DEFAULT OR OTHER
BREACH OF THIS O&M AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF
PROFITS, OR CONSEQUENTIAL DAMAGES.

10.8 Governing Law. This O&M Agreement shall be construed and enforced in
accordance with, and the rights of the Parties shall be governed by,
the law of the state of Colorado, without regard to any
conflict-of-laws provision thereof that would otherwise require the
application of the law of any other jurisdiction.

ARTICLE 11
MISCELLANEOUS

11.1 Notices. All notices, requests, demands and other communications
required or permitted to be given under this Agreement shall be deemed
to have been duly given if in writing and delivered personally or sent
via first-class, postage prepaid, registered or certified mail (return
receipt requested), or by overnight delivery service or facsimile
transmission addressed as follows:

If to Duke Energy:

Duke Energy Field Services, Inc.
370 - 17th Street, Suite 900
Denver, Colorado 80202
Attention: President
Telephone: (303) 595-3331
Facsimile: (303) 893-2613

and copy to:

Duke Energy Field Services, Inc.
370 - 17th Street, Suite 900
Denver, Colorado 80202
Attention: General Counsel
Telephone: (303) 595-3331
Facsimile: (303) 893-8913

-16-
170

If to TEPPCO:

TEPPCO Colorado, LLC
2929 Allen Parkway, Suite 3200
Houston, Texas 77019
Attention: President
Telephone: (713) 759-3636
Emergency Telephone: (713) 759-3636
Facsimile: (713) 759-3957

and copy to:

Texas Eastern Products Pipeline Company
2929 Allen Parkway, Suite 3200
Houston, Texas 77019
Attention: General Counsel
Telephone: (713) 759-3968
Facsimile: (713) 759-3645

Any Party may change the address to which the communications are to be
directed to it by giving notice to the other in the manner provided in
this Section 11.1. Notice by mail shall be deemed to have been given
and received on the third calendar day after posting. Notice by
overnight delivery service, facsimile transmission or personal delivery
shall be deemed given on the date of actual delivery.

11.2 Waiver. No course of dealing and no delay on the part of either Party
in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such Party's rights, powers or remedies.
No term or condition of this O&M Agreement shall be deemed to have been
waived nor shall there be any estoppel to enforce any provision of this
O&M Agreement except by written instrument of the Parties charged with
such waiver or estoppel. The waiver of any breach of any term,
condition or provision of this O&M Agreement shall not be construed as
a waiver of any prior, concurrent or subsequent breach of the same or
any other term, condition or provision hereof.

11.3 Amendments; Changes; Modifications. This O&M Agreement may not be
effectively amended, changed, modified, altered or terminated, except
as provided herein, without the written consent of the Parties and such
consent shall be effective only in the specific instance and for the
specific purpose for which it is given.

-17-
171

11.4 Successors and Assigns. The Project Agreements shall inure to the
benefit of and be binding upon the Parties and their respective
successors and permitted assigns, whether so expressed or not.
Notwithstanding, neither Party may assign any of the Project Agreements
or any rights, duties or obligations thereunder, provided, however, in
the event of any assignment or proposed assignment of any of the
Project Agreements by TEPPCO, Duke Energy shall have the right to
exercise its right to purchase the Fractionators pursuant to Section
10.4 of the Purchase Agreement between the Parties and in the event of
any assignment of any of the Project Agreements by Duke Energy, Duke
Energy shall remain liable for its obligations under the Project
Agreements in the same manner as provided under Section 3.6 of the Frac
Agreement.

11.5 Conflicts. In the event of any conflict between the provisions of this
O&M Agreement and any exhibits or schedules attached hereto, the
provisions of this O&M Agreement shall prevail.

11.6 Entire Agreement. The Project Agreements and any related documents
between the Parties of even date herewith, including exhibits and
schedules attached thereto, constitute the final and entire agreement
between the Parties concerning the subject matter thereof, and
supersedes all prior and contemporaneous agreements and undertakings of
the Parties in connection therewith. The Project Agreements may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the Parties. There are no oral agreements between the
Parties.

11.7 Laws and Regulations. This O&M Agreement and the performance hereof
shall be subject to all valid and applicable federal and state laws and
to the valid and applicable orders, laws, rules, and regulations of any
state or federal authority having jurisdiction, but nothing contained
herein shall be construed as a waiver of any right to question or
contest any such order, law, rule, or regulation in any forum having
jurisdiction.

11.8 Severability. The invalidity or unenforceability of any provision of
this O&M Agreement shall in no way affect the validity or
enforceability of any other provision hereof.

11.9 Time of Essence. Time is of the essence in the performance of all
obligations falling due hereunder.

11.10 Captions. The headings to Articles, Sections and other subdivisions of
this O&M Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this O&M Agreement.

-18-
172

11.11 Schedules and Exhibits. All schedules and exhibits hereto which are
referred to herein are hereby made a part hereof and incorporated
herein by such reference.

11.12 No Partnership. The relationship between Duke Energy and TEPPCO at all
times shall not be deemed a partnership or joint venture.

11.13 No Third Party Beneficiaries. Subject to the provisions of Section 11.4
hereof, this O&M Agreement inures to the sole and exclusive benefit of
Duke Energy and TEPPCO, their respective successors, legal
representatives and assigns, and confers no benefit on any third party.

11.14 Mutual Cooperation; Further Assurances. Upon request by either Party
from time to time during the term of this O&M Agreement, each Party
agrees to execute and deliver all such other and additional
instruments, notices and other documents and do all such other acts and
things as may be necessary to carry out the purposes of this O&M
Agreement and to more fully assure the Parties' rights and interests
provided for hereunder. Duke Energy and TEPPCO each agree to cooperate
with the other on all matters relating to required permits and
regulatory compliance by either Duke Energy or TEPPCO in respect of the
Fractionators so as to ensure continued full operation of the
Fractionators by Duke Energy pursuant to the terms of this O&M
Agreement.

11.15 Other Project Agreements. In the event of any conflict between the
provisions of any of the Project Agreements with each other or with the
Purchase Agreement, the provisions of this O&M Agreement shall control
over the inconsistent provisions of any of the other Project Documents
or the Purchase Agreement.

The Parties hereto have executed this O&M Agreement as of the date
first hereinabove written.

DUKE ENERGY:

DUKE ENERGY FIELD SERVICES, INC.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

-19-
173

TEPPCO:

TEPPCO COLORADO, LLC

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

-20-
174

EXHIBIT D
================================================================================

SUBLEASE AGREEMENT

BETWEEN

DUKE ENERGY FIELD SERVICES, INC.,
AS SUBLESSOR

AND

TEPPCO COLORADO, LLC,
AS SUBLESSEE

MARCH 31, 1998

================================================================================
175
SUBLEASE AGREEMENT

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II ASSIGNMENT AND SUBLEASE AND TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2.1 Demise of Premises and Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE III RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.1 Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE IV CONDUCT OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4.1 Use of Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.2 Surrender of Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE V TAXES, ASSESSMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

5.1 Duke Energy's Obligation to Pay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.2 Manner of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

6.1 Representations and Warranties of Duke Energy . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.2 Covenants of Duke Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE VII EMINENT DOMAIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

7.1 Total Condemnation of Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7.2 Partial Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7.3 Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE VIII GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

8.1 Estoppel Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8.2 Warranty of Peaceful Possession. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.3 Recording. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.4 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.5 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.6 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.7 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.8 Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.9 Laws and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

176

8.11 Time of Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.12 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.13 Schedules and Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.14 No Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.15 No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.16 Mutual Cooperation; Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.17 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.18 Other Project Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

-ii-
177
SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into to
this 21st day of April, 1998, but effective 11:59 p.m. (Denver, Colorado time)
on the 31st day of March, 1998, between Duke Energy Field Services, Inc., a
Colorado corporation (herein called "Duke Energy"), and TEPPCO Colorado, LLC, a
Delaware limited liability company (herein called "TEPPCO"). Each of TEPPCO
and Duke Energy are sometimes referred to individually as a "Party" and
collectively as the "Parties."

W I T N E S S E T H:

WHEREAS, Duke Energy is the lessee under the Sickler Lease
(hereinafter defined), which covers, among other lands, the Premises
(hereinafter defined); and

WHEREAS, Duke Energy desires to sublease the Premises to TEPPCO, and
TEPPCO desires to sublease the Premises from Duke Energy upon the terms and
conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and of the mutual agreements hereinafter set forth, Duke
Energy and TEPPCO covenant and agree as follows:

ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1 Certain Defined Terms. Unless the context otherwise
requires, the following terms shall have the respective meanings set forth in
this Section 1.1:

"Day" means a period of time commencing at 8:00 a.m.
(Denver, Colorado time) on a calendar day and ending at 8:00 a.m. (Denver,
Colorado time) on the next succeeding calendar day.

"Frac Agreement" means that certain Fractionation
Agreement dated of even date herewith by and between Duke Energy and TEPPCO.

"Fractionation Plant" means TEPPCO's fractionation plant
located on the Premises.

"Governmental Authority" means any entity of or pertaining
to government, including any federal, state, local, other governmental or
administrative authority, agency, court, tribunal, arbitrator, commission,
board or bureau.
178
"Lease" means that certain Lease Agreement dated of even
date herewith by and between Duke Energy and TEPPCO.

"O&M Agreement" means that certain Operation and
Maintenance Agreement dated of even date herewith by and between Duke Energy
and TEPPCO.

"Permitted Encumbrances" shall have the meaning ascribed
to such term in Section 6.1.

"Premises" means that certain tract or parcel of land
located in Weld County, Colorado, more particularly described on Exhibit A
attached hereto and made a part hereof for all purposes.

"Project Agreements" means collectively, this Sublease,
the O&M Agreement, the Frac Agreement and the Lease.

"Purchase Agreement" shall mean that certain Asset
Purchase Agreement dated March 31, 1998, by and between Duke Energy, as
"Seller," and TEPPCO, as "Buyer".

"Rent" shall have the meaning ascribed to such term in
Section 3.1.

"Sickler Lease" means that certain Lease dated December 9,
1977, by and between Sheldon R. Sickler and Anna Mae Sickler, as "lessor," and
Amoco Production Company, as "lessee," which was recorded on May 22, 1978, in
Book 832 at Reception No. 1754168 in the real estate records of Weld County,
Colorado, as amended by that certain Lease Amendment dated August 28, 1992, by
and between Anna Mae Sickler, as "lessor," and Associated Natural Gas, Inc., as
"lessee."

"Taxes" shall have the meaning ascribed to such term in
Section 5.1.

"Year" shall mean a period of 365 consecutive Days;
provided, however that any year which contains the date of February 29 shall
consist of 366 consecutive Days.

1.2 References. As used in this Sublease, unless expressly
stated otherwise, references to (a) "including" mean "including, without
limitation", and the words "hereof", "herein", and "hereunder", and similar
words, refer to this Sublease as a whole and not to any particular Article,
provision, section or paragraph of this Sublease and (b) "or" mean "either or
both". Unless otherwise specified, all references in this Sublease to
Sections, paragraphs, Exhibits or Schedules are deemed references to the
corresponding Sections, paragraphs, Exhibits or Schedules in this Sublease.

-2-
179
1.3 Headings. The headings of the Sections of this Sublease
and of the Schedules and Exhibits are included for convenience only and shall
not be deemed to constitute part of this Sublease or to affect the construction
or interpretation hereof or thereof.

ARTICLE II
ASSIGNMENT AND SUBLEASE AND TERM

2.1 Demise of Premises and Term. In consideration of the
rents, covenants, and agreements set forth herein and subject to the terms and
conditions hereof and the Sickler Lease, Duke Energy hereby assigns and
subleases to TEPPCO and TEPPCO hereby subleases from Duke Energy, the Premises
for a term commencing on March 31, 1998 at 11:59 p.m. (Denver, Colorado time)
and, unless terminated in accordance with Article II of the Frac Agreement,
continue in effect for a primary term ending March 31, 2018 at 11:59 p.m.
(Denver, Colorado time), and shall continue in effect from Year to Year
thereafter; provided that either Party shall have the right to terminate this
Sublease effective March 31, 2018 at 11:59 p.m. or any anniversary of such date
by giving the other Party at least six (6) months prior written notice.

ARTICLE III
RENT

3.1 Rent. As rental for the Premises during the term of this
Sublease, TEPPCO agrees to pay to Duke Energy for each month of the term of
this Sublease One Thousand and 00/100 ($1,000.00) (the "Rent") on or before the
first (1st) day of each month of the term of this Sublease. Rent shall be
prorated for any partial month during the term of this Sublease.

3.2 Place of Payment. All Rent shall be payable in lawful
money of the United States of America, at Duke Energy's address set forth in
Section 8.4 herein.

ARTICLE IV
CONDUCT OF BUSINESS

4.1 Use of Premises. Subject to the provisions of the Sickler
Lease, TEPPCO shall have the right to use the Premises for the purpose of
fractionating natural gas liquids.

4.2 Surrender of Premises. TEPPCO shall at the expiration of
the term of this Sublease, or at any earlier termination of this Sublease,
surrender the Premises to Duke Energy in as good condition as it received the
same; provided, however, TEPPCO shall deliver written notice to Duke Energy
prior to termination of the Sublease if TEPPCO will remove the Fractionation
Plant and any other alterations, additions, improvements or other changes to
the Premises made by TEPPCO during the term of this Sublease; provided that
TEPPCO shall have the right to, and must remove, the Fractionation Plant, if at
all, within one (1) year after termination of this Sublease, but no earlier
than one (1) year after delivery of written notice as provided above. If
TEPPCO fails to

-3-
180
deliver notice as provided in the preceding sentence, TEPPCO shall surrender
the Fractionation Plant and any such alterations, additions, improvements or
other changes to Duke Energy upon termination of this Sublease.

ARTICLE V
TAXES, ASSESSMENTS

5.1 Duke Energy's Obligation to Pay. Duke Energy shall pay
during the term of this Sublease, all federal, state and local real and
personal property ad valorem taxes, assessments, and other governmental
charges, general and special, ordinary and extraordinary, including but not
limited to assessments for public improvements or benefits assessed against the
Premises, or improvements situated thereon, including, without limitation, the
Fractionation Plant, that are payable to any lawful authority assessed against
or with respect to the Premises or the use or operation thereof, including, but
not limited to, any federal, state or local income, gross receipts,
withholding, franchise, excise, sales, use, value added, recording, transfer or
stamp tax, levy, duty, charge or withholding of any kind imposed or assessed by
any federal, state or local government, agency or authority, together with any
addition to tax, penalty, fine or interest thereon, other than state or U.S.
federal income tax imposed upon the taxable income of TEPPCO and any franchise
taxes imposed upon TEPPCO (such taxes and assessments being hereinafter called
"Taxes"). In the event Duke Energy fails to pay such Taxes prior to the time
the same become delinquent, TEPPCO may pay the same and (provided TEPPCO shall
have delivered to Duke Energy evidence of such payment) deduct the amount of
such payment from the Rent owed hereunder.

5.2 Manner of Payment. Duke Energy shall pay all Taxes
directly to the applicable taxing authority prior to delinquency and shall
promptly thereafter provide TEPPCO with evidence of such payment. The
certificate issued or given by the appropriate officials authorized or
designated by law to issue or give the same or to receive payment of such Taxes
shall be prima facie evidence of the existence, payment, nonpayment and amount
of such Taxes. Duke Energy, if Duke Energy shall so desire, may contest the
validity or amount of any such Taxes, at Duke Energy's sole cost and expense,
by appropriate proceedings, diligently conducted in good faith. Duke Energy
may defer payment of such Taxes during the pendency of such contest, provided
that nothing herein contained shall be construed to allow such Taxes to remain
unpaid for such length of time as shall permit the Premises, or any part
thereof, to be sold by any Governmental Authority or a lien with respect
thereto foreclosed for the nonpayment of the same.

ARTICLE VI
REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Representations and Warranties of Duke Energy. Duke
Energy represents and warrants to TEPPCO that (i) Duke Energy has good and
marketable title to the leasehold interest under the Sickler Lease, (ii) Duke
Energy has the right to enter into this Sublease without obtaining the consent
of the lessor under the Sickler Lease and (iii) TEPPCO shall have the right to
the quiet,

-4-
181
peaceful and undisturbed use of the Premises subject only to: (a) liens for
current taxes and assessments not yet due or which Duke Energy is contesting in
good faith, (b) inchoate mechanic and materialmen liens for construction in
progress, (c) inchoate workmen, repairmen, warehousemen, customer, employee and
carriers liens arising in the ordinary course of business and (d) liens created
by TEPPCO (collectively, the "Permitted Encumbrances").

6.2 Covenants of Duke Energy. Duke Energy covenants and
agrees with TEPPCO that Duke Energy shall observe and timely perform all of the
obligations and liabilities of the lessor under the Sickler Lease.

ARTICLE VII
EMINENT DOMAIN

7.1 Total Condemnation of Premises. If the whole of the
Premises are acquired or condemned by eminent domain for any public or
quasi-public use or purpose, then this Sublease shall terminate as of the date
title vests in any public agency. All rentals and other charges owing
hereunder shall be prorated as of such date.

7.2 Partial Condemnation. If any part of the Premises is
acquired or condemned as set forth in Section 7.1, and if in TEPPCO's
reasonable opinion such partial taking or condemnation renders the Premises
unsuitable for the business of TEPPCO, then this Sublease shall terminate at
TEPPCO's election as of the date title vests in any public agency, provided
TEPPCO delivers to Duke Energy written notice of such election to terminate
within thirty (30) days following the date title vests in such public agency.
In the event of such termination, all rentals and other charges owing hereunder
shall be prorated as of such effective date of termination.

7.3 Damages. Duke Energy shall be entitled to any award and
all damages payable as a result of any condemnation or taking of its leasehold
interest in the Premises. TEPPCO shall have the right to claim and recover
from the condemning authority, but not from Duke Energy, such compensation as
may be separately awarded or recoverable by TEPPCO in TEPPCO's own right on
account of any and all damage to the Fractionation Plant and/or TEPPCO's
business by reason of the condemnation, including loss of value of any
unexpired portion of the term of the Sublease, and for or on account of any
cost or loss to which TEPPCO might be put in removing TEPPCO's personal
property, fixtures, leasehold improvements and equipment, including, without
limitation, the Fractionation Plant, from the Premises.

ARTICLE VIII
GENERAL PROVISIONS

-5-
182
unmodified and in full force and effect (or, if modified, stating the nature of
such modification and certifying that this Sublease, as so modified, is in full
force and effect) and the date to which Rent and other charges are paid, and
(ii) acknowledging that there are not, to the executing Party's knowledge, any
uncured defaults on the part of the other Party hereunder (or specifying such
defaults, if any are claimed). Any such statement may be conclusively relied
upon by any prospective purchaser or encumbrancer of the Premises or the
leasehold.

Duke Energy's or TEPPCO's failure to deliver such statement within
such ten (10) day period shall be conclusive upon that Party (i) that this
Sublease is in full force and effect without modification, except as may be
represented by the other Party, and (ii) that there are not uncured defaults in
performance by the other Party.

Nothing in this Section 8.1 shall be construed to waive the conditions
elsewhere contained in this Sublease applicable to assignment or subletting of
the Premises by TEPPCO.

8.2 Warranty of Peaceful Possession. Duke Energy covenants
and warrants that TEPPCO, upon paying the Rent reserved hereunder and observing
and performing all of the covenants, conditions and provisions on TEPPCO's part
to be observed and performed hereunder, may peaceably and quietly have, hold,
occupy, use and enjoy, and shall have the full, exclusive and unrestricted use
and enjoyment of, all the Premises during the term of the Sublease for the
purposes permitted herein, and Duke Energy agrees to warrant and forever defend
title to the Premises against the claims of any and all persons whomsoever
lawfully claiming or to claim the same or any part thereof, subject only to the
Permitted Encumbrances and the provisions of this Sublease.

8.3 Recording. Duke Energy and TEPPCO shall execute,
acknowledge, deliver and record a "short form" memorandum of this Sublease in
the form of Exhibit B attached hereto and made a part hereof for all purposes.
Promptly upon request by Duke Energy at any time following the expiration or
earlier termination of this Sublease, however such termination may be brought
about, TEPPCO shall execute and deliver to Duke Energy an instrument, in
recordable form, evidencing the termination of this Sublease and the release by
TEPPCO of all of TEPPCO's right, title and interest in and to the Premises
existing under and by virtue of this Sublease.

8.4 Notice. All notices, requests, demands and other
communications required or permitted to be given under this Sublease shall be
deemed to have been duly given if in writing and delivered personally or sent
via first-class, postage prepaid, registered or certified mail (return receipt
requested), or by overnight delivery service or facsimile transmission
addressed as follows:

-6-
183

If to Duke Energy:

Duke Energy Field Services, Inc.
370 - 17th Street, Suite 900
Denver, Colorado 80202
Attention: President
Telephone: (303) 595-3331
Facsimile: (303) 893-2613

and copy to:

Duke Energy Field Services, Inc.
370 - 17th Street, Suite 900
Denver, Colorado 80202
Attention: General Counsel
Telephone: (303) 595-3331
Facsimile: (303) 893-8913

If to TEPPCO:

TEPPCO Colorado, LLC
2929 Allen Parkway, Suite 3200
Houston, Texas 77019
Attention: President
Telephone: (713) 759-3636
Facsimile: (713) 759-3957

and copy to:

Texas Eastern Products Pipeline Company
2929 Allen Parkway, Suite 3200
Houston, Texas 77019
Attention: General Counsel
Telephone: (713) 759-3968
Facsimile: (713) 759-3645

-7-
184
8.5 Waiver. No course of dealing and no delay on the part of
either Party in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such Party's rights, powers or remedies. No
term or condition of this Sublease shall be deemed to have been waived nor
shall there be any estoppel to enforce any provision of this Sublease except by
written instrument of the Parties charged with such waiver or estoppel. The
waiver of any breach of any term, condition or provision of this Sublease shall
not be construed as a waiver of any prior, concurrent or subsequent breach of
the same or any other term, condition or provision hereof.

8.6 Entire Agreement. The Project Agreements and any related
documents between the Parties of even date herewith, including exhibits and
schedules attached thereto, constitute the final and entire agreement between
the Parties concerning the subject matter thereof, and supersedes all prior and
contemporaneous agreements and undertakings of the Parties in connection
therewith. The Project Agreements may not be contradicted by evidence of
prior, contemporaneous or subsequent oral agreements of the Parties. There are
no oral agreements between the Parties.

8.7 Successors and Assigns. Assignment provisions pertaining
to this Sublease are set forth in the O&M Agreement.

8.8 Conflicts. In the event of any conflict between the
provisions of this Sublease and any exhibits or schedules attached hereto, the
provisions of this Sublease shall prevail.

8.9 Laws and Regulations. This Sublease and the performance
hereof shall be subject to all valid and applicable federal and state laws and
to the valid and applicable orders, laws, rules, and regulations of any state
or federal authority having jurisdiction, but nothing contained herein shall be
construed as a waiver of any right to question or contest any such order, law,
rule, or regulation in any forum having jurisdiction.

8.10 Severability. The invalidity or unenforceability of any
provision of this Sublease shall in no way affect the validity or
enforceability of any other provision hereof.

8.11 Time of Essence. Time is of the essence in the
performance of all obligations falling due hereunder.

8.12 Captions. The headings to Articles, Sections and other
subdivisions of this Sublease are inserted for convenience of reference only
and will not affect the meaning or interpretation of this Sublease.

8.13 Schedules and Exhibits. All schedules and exhibits hereto
which are referred to herein are hereby made a part hereof and incorporated
herein by such reference.

8.14 No Partnership. The relationship between Duke Energy and
TEPPCO at all times shall not be deemed a partnership or joint venture.

-8-
185
8.15 No Third Party Beneficiaries. Subject to the provisions
of Section 8.7 hereof, this Sublease inures to the sole and exclusive benefit
of Duke Energy and TEPPCO, their respective successors, legal representatives
and assigns, and confers no benefit on any third party.

8.16 Mutual Cooperation; Further Assurances. Upon request by
either Party from time to time during the term of this Sublease, each Party
agrees to execute and deliver all such other and additional instruments,
notices and other documents and do all such other acts and things as may be
necessary to carry out the purposes of this Sublease and to more fully assure
the Parties' rights and interests provided for hereunder. Duke Energy and
TEPPCO each agree to cooperate with the other on all matters relating to
required permits and regulatory compliance by either Duke Energy or TEPPCO in
respect of the Premises.

8.17 Survival. Survival provisions pertaining to this Sublease
are set forth in the O&M Agreement.

8.18 Other Project Agreements. In the event of any conflict
between the provisions of any of the Project Agreements with each other or with
the Purchase Agreement, the provisions of the O&M Agreement shall control over
the inconsistent provisions of any of the other Project Documents or the
Purchase Agreement.

8.19 Amendments; Changes; Modifications. This Sublease may not
be effectively amended, changed, modified, altered or terminated, except as
provided herein, without the written consent of the Parties and such consent
shall be effective only in the specific instance and for the specific purpose
for which it is given.

The parties hereto have executed this Sublease to be effective as of
the day first hereinabove written.

DUKE ENERGY:

DUKE ENERGY FIELD SERVICES, INC.

By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------

[Signatures continued on page 10]

-9-
186

TEPPCO:

TEPPCO COLORADO, LLC

By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------

-10-
187
EXHIBIT A

PREMISES

A portion of the Southwest Quarter (SW1/4) of Section 34 (Sec. 34), Township
Two North (T2N), Range Sixty Seven (R67W) West of the Sixth Principal Meridian
(6th P.M.), County of Weld, State of Colorado, more particularly described as
follows:

Commencing at the Southwest corner (SW Crn) of said Section 34 and assuming the
West line of said section as bearing North 00(degrees)00'00" East with all
other bearings contained herein relative thereto;
Thence North 00(degrees)00'00" East a distance of 232.9 feet;
Thence North 90(degrees)00'00" East a distance of 455.67 feet to the True Point
of Beginning;

Thence North 00(degrees)30'50" West a distance of 16.84 feet;
Thence North 89(degrees)26'35" East a distance of 20.39 feet;
Thence North 00(degrees)36'48" West a distance of 71.37 feet;
Thence North 89(degrees)44'50" East a distance of 63.22 feet;
Thence South 00(degrees)11'42" East a distance of 88.39 feet;
Thence South 89(degrees)47'50" West a distance of 82.92 feet back to the True
Point of Beginning;

Containing 5,906 square feet (0.136 acres), more or less.

[SEAL]

/s/ KENNETH A. PERRY 4-6-98
-------------------------------------------------------
Kenneth A. Perry, P.L.S. 25961 Date
For and on behalf of Henkels & McCoy, Inc.
188
EXHIBIT B

MEMORANDUM OF SUBLEASE AGREEMENT

THIS MEMORANDUM OF SUBLEASE AGREEMENT (this "Memorandum") is made and
entered into this 21st day of April, 1998, but effective 11:59 p.m. (Denver,
Colorado time) on the 31st day of March 1998 (the "Effective Date"), by and
between Duke Energy Field Services, Inc., a Colorado corporation ("Duke
Energy") and TEPPCO Colorado, LLC, a Delaware limited liability company
("TEPPCO"). Each of TEPPCO and Duke Energy are sometimes referred to
individually as a "Party" and collectively as the "Parties."

WHEREAS, Duke Energy and TEPPCO entered into that certain Sublease
Agreement on April 21, 1998, but effective as of the Effective Date (the
"Agreement"); and

WHEREAS, any capitalized term used but not defined in this Memorandum
shall have the meaning ascribed to such term in the Agreement;

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

1. Notice. Notice is hereby given of the existence of the
Agreement and certain provisions contained therein which are summarized in
Sections 2 and 3 below.

2. Certain Defined Terms. Unless the context otherwise requires,
the following terms shall have the respective meanings set forth in this
Section 2:

A. "Sickler Lease" means that certain Lease dated December 9,
1977, by and between Sheldon R. Sickler and Anna Mae Sickler,
as "lessor," and Amoco Production Company, as "lessee," which
was recorded on May 22, 1978, in Book 832 at Reception No.
1754168 in the real estate records of Weld County, Colorado,
as amended by that certain Lease Amendment dated August 28,
1992, by and between Anna Mae Sickler, as "lessor," and
Associated Natural Gas, Inc., as "lessee."

3. Demise of Premises and Term. In consideration of the rents,
covenants, and agreements set forth in the Agreement and subject to the terms
and conditions of the Agreement and the Sickler Lease, Duke Energy has assigned
and subleased to TEPPCO and TEPPCO has subleased from Duke Energy, that certain
tract or parcel of land located in Weld County, Colorado, more
189
particularly described on Exhibit A attached hereto and made a part hereof for
all purposes for a term commencing on March 31, 1998 at 11:59 p.m. (Denver,
Colorado time) and, unless terminated in accordance with the terms and
conditions of the Agreement, shall continue in effect for a primary term ending
March 31, 2018 at 11:59 p.m. (Denver, Colorado time), and shall continue in
effect from Year to Year thereafter; provided that either Party has the right
to terminate the Agreement effective March 31, 2018 at 11:59 p.m. or any
anniversary of such date by giving the other Party at least six (6) months
prior written notice.

4. No Amendment to Agreement. This Memorandum is executed and
recorded solely for the purpose of giving notice and shall not amend nor modify
the Agreement in any way.

5. Further Information. Further information concerning the
Agreement is available from either (i) Duke Energy Field Services, Inc., 370
Seventeenth Street, Suite 900, Denver, Colorado 80202 or (ii) TEPPCO Colorado,
LLC, 2929 Allen Parkway, Suite 3200, Houston, Texas 77019.

The Parties hereto have executed this Memorandum to be effective as of
the day first hereinabove written.

DUKE ENERGY:

DUKE ENERGY FIELD SERVICES, INC.

By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------

TEPPCO:

TEPPCO COLORADO, LLC

By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------

B-2
190

STATE OF TEXAS )
)
COUNTY OF HARRIS )

Before me, ____________________________, a Notary Public in and for
the State of Texas, on this ______ day of April, 1998, personally appeared
________________________________, known to me to be the
________________________________ ___ of Duke Energy Field Services, Inc., a
Colorado corporation, on behalf of said corporation and acknowledged to me that
he executed this Memorandum for the considerations and purposes therein set
forth.

Given under my hand and seal of office this ______ day of April, 1998.

-----------------------------------------------
Notary Public in and for the State of Texas

-----------------------------------------------
Printed or Typed Name of Notary

My Commission Expires:

-----------------------------------------------

STATE OF TEXAS )
)
COUNTY OF HARRIS )

Before me, ____________________________, a Notary Public in and for
the State of Texas, on this ______ day of April, 1998, personally appeared
________________________________, known to me to be the
________________________________ ___ of TEPPCO Colorado, LLC, a Delaware
limited liability company, on behalf of said limited liability company and
acknowledged to me that he executed this Memorandum for the considerations and
purposes therein set forth.

Given under my hand and seal of office this ______ day of April, 1998.

-----------------------------------------------
Notary Public in and for the State of Texas

-----------------------------------------------
Printed or Typed Name of Notary

My Commission Expires:

-----------------------------------------------

B-3

1 EXHIBIT 10.14 ASSET PURCHASE AGREEMENT

Document Metadata

Document Metadata

Table of Contents