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                                                                    Exhibit 10.9

                                    AGREEMENT

     This Agreement is entered into this the ____ day of December, 1996, between
RAINBOW PIPE LINE COMPANY ("RAINBOW") and MADISON PIPE LINE COMPANY ("MADISON"),
together, "THE COMPANIES".

     1.)  Both Rainbow and Madison own gathering systems in the Ft. Trinidad
     area of Madison, Leon and Houston Counties, Texas. Currently, each company
     maintains an operating staff. Operators who deliver gas to the system are
     required to dehydrate and compress the gas from each well to meet the
     Companies' downstream specifications.

     2.)  The Companies desire to enter into a mutual agreement  whereby they
     can share each others assets, provide additional service in compression and
     dehydration, jointly market the gas throughput and cut expenses. The
     project shall be called the "FT. TRINIDAD PIPELINE".

     3.)  In furtherance of the goals set out in Paragraph 2, the Companies
     agree as follows:

          A.)  PIPELINES - Rainbow currently owns the pipelines shown in Blue on
          Exhibit "A" attached hereto. Madison currently owns the pipelines
          shown in Red on Exhibit "A" attached hereto. Each party shall continue
          to own the pipelines and metering stations it currently owns, during
          the term of this Agreement. Each party shall, however, make available
          to Ft. Trinidad Pipeline the

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          use of throughput in any of the lines shown on Exhibit "A" Central
          Facility.

          B.)  COMPRESSION - The Companies shall construct a central compression
          and dehydration facility near Seven J Well #20 (PATTERSON CENTRAL
          COMPRESSION STATION). The station shall be operated as a part of the
          Ft. Trinidad Pipeline. The costs, in equipment, labor or dollars shall
          be split equally between the Companies. The Companies shall jointly
          own the facility in equal shares.

          C.)  OPERATOR - The Ft. Trinidad Pipeline and the Patterson Central
          Station shall be operated by Rainbow Pipe Line Company. For this
          service, Rainbow shall receive an operating fee overhead equal to
          $2,000 per month from the project owners.

          D.)  COSTS - The following costs shall be apportioned to the owners in
          their respective ownership percentages:

                 i.)  Operating costs of the Ft. Trinidad Pipeline and
                      Patterson Central Station, including direct labor,
                      supervision, and associated costs.

                ii.)  Repair and replacement of Ft. Trinidad Pipeline and
                      Patterson Central Station. Repair and replacement items of
                      the pipeline shall become the property of the owner of
                      that section of pipeline. Repair and replacement items of
                      Patterson Central Station shall be jointly owned.

               iii.)  New construction on the pipeline system shall be
                      negotiated between the Companies

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                      on a project by project basis, taking into account the
                      location, size and profitability of the project.

                iv.)  New construction on the Patterson Central Station shall be
                      undertaken on an approved AFE basis and shall be jointly
                      owned, provided that no written AFE is required if the
                      estimated expenditure is less than $10,000.

                 v.)  Depreciation on the pipelines shall remain with the owner
                      of each section of pipeline. Depreciation on Patterson
                      Central Station shall be for the joint account.

                vi.)  Ad Valorem taxes shall remain with the owner of each
                      section of pipeline. Ad Valorem taxes on Patterson Central
                      Station shall be for the joint account.

          E.)  REVENUES - The following revenues shall be apportioned to the
          owners in their respective ownership percentages:

                 i.)  Revenue from sales of gas.

                ii.)  Revenue from sales of natural gas liquids.

               iii.)  Any transportation, dehydration or compression revenues
                      received by the project.

                iv.)  Any other revenues generated by the project.

          F.)  PURCHASE CONTRACTS - The contracts which Rainbow and Madison have
          with producers shall become the property of the joint account,
          provided however that upon dissolution of the project, each existing
          contract shall revert and become the property of the company whose
          pipeline connects to that well.

          G.)  SALE CONTRACTS - Gas and natural gas liquids from the
          Ft. Trinidad Pipeline and the Patterson Central

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          Station shall be jointly marketed. Any sale contracts of either party
          shall become the property of the joint account.

     4.)  TERM - The term of this contract shall be for one year from December
     1, 1996, and from month to month thereafter, until canceled by one party
     giving three (3) calendar months written notice to the other party of its
     intent to terminate.

     5.)  IRS CODE - This agreement is not intended to create, and shall be
     construed to create, a relationship of partnership or an association for
     profit between or among the parties hereto. Notwithstanding any provision
     herein that the rights and liabilities hereunder are several and not joint
     or collective, or that this agreement and operations hereunder shall not
     constitute a partnership, if, for federal income tax purposes, this
     agreement and the operations hereunder are regarded as a partnership, each
     party hereby affected elects to be excluded from the application of all of
     the provisions of Subchapter "K", Chapter 1, Subtitle "A", of the Internal
     Revenue Code of 1954, as permitted and authorized by Section 761 of the
     code and the regulations promulgated thereunder. Operator is authorized and
     directed to execute on behalf of each party hereby affected such evidence
     of this election as may be required by the Secretary of the Treasury of the
     United States or the Federal Internal Revenue Service, including

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     specifically, but not by way of limitation, all of the returns, statements,
     and the data required by Federal Regulations 1.761. Should there be any
     requirement that each party hereby affected give further evidence of this
     election, each such party shall execute such documents and furnish such
     other evidence as may be required by the Federal Internal Revenue Service
     or as may be necessary to evidence this election. No such party shall give
     any notices or take any other action inconsistent with the election made
     hereby. If any present or future income tax laws of the state or states in
     which the Contract Area is located or any future income tax laws of the
     United States contain provisions similar to those in Subchapter "K",
     Chapter 1, Subtitle "A", of the Internal Revenue Code of 1986, under which
     an election similar to that provided by Section 761 of the Code is
     permitted, each party hereby affected shall make such election as may be
     permitted or required by such laws. In making the foregoing election, each
     such party states that the income derived by such party from operations
     hereunder can be adequately determined without the computation of
     partnership taxable income.

     6.)  ADDRESSES - The addresses of the parties for notice are as follows:

                    Rainbow Pipe Line Company
                    12450 Greenspoint Drive, Suite 1260
                    Houston, Texas  77060-1916
                    Phone:  281/874-2101
                    Fax  :  281/874-2107

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                    Madison Pipe Line Company
                    1453 Esperson Building
                    808 Travis
                    Houston, TX  77002-5701
                    Phone:  713/228-8900
                    Fax  :  713/228-8913

     7.)  This Agreement shall be construed under the laws of the State of
Texas.

     SIGNED this the ______ day of December, 1996.

RAINBOW PIPE LINE COMPANY:         MADISON PIPE LINE COMPANY:

_________________________          _________________________
John R. Parten, President          John R. Parten, President


_________________________          _________________________
Joel Hazlett, General Manager      R. F. Pratka, Vice President

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