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                                                                   EXHIBIT 10.21


                                AGREEMENT BETWEEN

                              OWNER AND CONTRACTOR

                                (STIPULATED SUM)

                                     between

                TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP

                                       AND

                          EAGLETON ENGINEERING COMPANY

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                                TABLE OF CONTENTS


<TABLE>
<S>    <C>                                                                                                      <C>
SECTION 1  DEFINED TERMS; INTERPRETATION..........................................................................1

   1.1 DEFINITIONS................................................................................................1
   1.2 REFERENCES, GENDER, NUMBER.................................................................................1
   1.3 INTERPRETATION.............................................................................................2

SECTION 2  INDEPENDENT CONTRACTOR.................................................................................2

   2.1 INDEPENDENT CONTRACTOR STATUS..............................................................................2
   2.2 CONTRACTOR RESPONSIBLE FOR MEANS; METHODS AND PROCEDURES...................................................2
   2.3 CONTRACTOR'S EMPLOYEES NOT OWNER'S EMPLOYEES...............................................................2
   2.4 NO ENTITLEMENT TO OWNER'S EMPLOYEE BENEFITS................................................................3

SECTION 3 DESIGN, CONSTRUCTION AND PERFORMANCE REQUIREMENTS.......................................................3

   3.1 DESIGN AND ENGINEERING SERVICES............................................................................3
   3.2 DESCRIPTION OF AND OBLIGATION TO CONSTRUCT PROJECT.........................................................3
   3.3 PERFORMANCE REQUIREMENTS...................................................................................4
   3.4 COMPLETION REQUIREMENTS....................................................................................4

SECTION 4 CONTRACT DOCUMENTS AND INTERPRETIVE RULES...............................................................5

   4.1 CONTRACT DOCUMENTS.........................................................................................5
   4.2 DOCUMENTS AT PROJECT SITE..................................................................................5
   4.3 INTERPRETIVE RULES AND RESOLUTION OF CONFLICTS AMONG CONTRACT DOCUMENTS....................................5

SECTION 5 ACQUISITION OF RIGHTS-OF-WAY............................................................................6

   5.1 OBLIGATION TO ACQUIRE RIGHTS-OF-WAY........................................................................6
   5.2 RIGHTS-OF-WAY TO BE ACQUIRED BY EASEMENT...................................................................7
   5.3 RIGHTS-OF-WAY TO BE ACQUIRED BY PERMIT.....................................................................7
   5.4 CONDEMNATION...............................................................................................7
   5.5 DUE DILIGENCE..............................................................................................7
   5.6 RIGHTS-OF-WAY COSTS AND EXPENSES...........................................................................8
   5.7 RIGHTS-OF-WAY ON FINA AND OWNER PROPERTY...................................................................8
   5.8 COMMON CARRIER.............................................................................................8

SECTION 6 THE WORK AND CHANGES IN THE WORK........................................................................8

   6.1 THE WORK...................................................................................................8
   6.2 TITLE TO THE WORK AND RISK OF LOSS.........................................................................9
   6.3 STANDARDS FOR MATERIALS....................................................................................9
   6.4 CHANGES IN THE WORK........................................................................................9

SECTION 7 CONTRACTOR'S GENERAL DUTIES, STATUS, REPRESENTATIONS AND WARRANTIES....................................10

   7.1 CONTRACTOR'S GENERAL OBLIGATIONS..........................................................................10
   7.2 PROJECT SCHEDULE..........................................................................................10
   7.3 CHECKING MATERIALS........................................................................................11
   7.4 PAYMENT OF CLAIMS.........................................................................................11
   7.5 PAYMENT OF TAXES..........................................................................................12
   7.6 CONTRACTOR'S CHIEF INSPECTOR..............................................................................12
   7.7 PERMITS, FEES, NOTICES, TESTS AND INSPECTIONS.............................................................12
   7.8 COMPLIANCE WITH LAWS......................................................................................12
   7.9 SAFETY AND SECURITY.......................................................................................12
   7.10 CLEANING UP..............................................................................................13
</TABLE>

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<TABLE>
<S>     <C>                                                                                                     <C>
   7.11 NON-CONFORMING WORK......................................................................................14
   7.12 AS-BUILT SURVEYS AND RECORD DRAWINGS.....................................................................14
   7.13 AS-BUILT DOCUMENTATION...................................................................................14
   7.14 CERTAIN OBLIGATIONS OF CONTRACTOR FOLLOWING COMPLETION...................................................14
   7.15 CERTAIN REPRESENTATIONS..................................................................................15
   7.16 CONTRACTOR'S OBLIGATIONS.................................................................................15

SECTION 8 COMMENCEMENT AND COMPLETION............................................................................16

   8.1 COMMENCEMENT OF WORK......................................................................................16
   8.2 COMPLETION................................................................................................16
   8.3 LIQUIDATED DAMAGES AND COMPLETION BONUS...................................................................16
   8.4 FORCE MAJEURE.............................................................................................17
   8.5 OWNER'S OBLIGATIONS.......................................................................................18
   8.6 TIME OF THE ESSENCE.......................................................................................19

SECTION 9 CONTRACT SUM...........................................................................................19

   9.1 CONTRACT SUM..............................................................................................19
   9.2 UNIT PRICES...............................................................................................19

SECTION 10 SUBCONTRACTS AND OTHER AGREEMENTS.....................................................................19

   10.1 OBLIGATION TO SUBCONTRACT................................................................................19
   10.2 RIGHT TO SUBCONTRACT.....................................................................................19
   10.3 SUBCONTRACTOR RELATIONS..................................................................................19
   10.4 SUBCONTRACTOR AND SUPPLIERS WARRANTIES...................................................................20

SECTION 11 APPLICATIONS FOR PAYMENT..............................................................................20

   11.1 APPLICATIONS FOR PAYMENT.................................................................................20
   11.2 RETAINAGE................................................................................................21
   11.3 OWNER'S RIGHT TO WITHHOLD APPROVAL.......................................................................21

SECTION 12 PAYMENTS TO CONTRACTOR................................................................................21

   12.1 OWNER'S REVIEW AND OBLIGATION TO FUND....................................................................21
   12.2 FINAL PAYMENT............................................................................................22
   12.3 NO WAIVER OF DEFECTS.....................................................................................22
   12.4 OWNER NOT REQUIRED TO SEE TO PROPER APPLICATION OF PAYMENTS..............................................22
   12.5 OWNER'S LIMITED RIGHT TO PAY SUBCONTRACTORS DIRECTLY.....................................................22

SECTION 13 ACCOUNTING RECORDS....................................................................................22


SECTION 14 INSURANCE.............................................................................................23

   14.1 CONTRACTOR'S INSURANCE...................................................................................23
   14.2 TERM OF INSURANCE, CERTIFICATES AND ENDORSEMENTS.........................................................24
   14.3 VENDOR'S/SUBCONTRACTOR'S INSURANCE.......................................................................24
   14.4 VIOLATION OF POLICY CONDITIONS...........................................................................24
   14.5 WAIVER OF CLAIMS.........................................................................................24
   14.6 CORPORATE GUARANTEE......................................................................................25

SECTION 15 INDEMNITY.............................................................................................25

   15.1 CONTRACTOR INDEMNITY.....................................................................................25
   15.2 OWNER INDEMNITY..........................................................................................26
   15.3 OTHER PROVISIONS; SURVIVAL...............................................................................26

SECTION 16 TERMINATION, STOPPAGE OF WORK, OWNER'S RIGHT TO CARRY OUT WORK........................................26

   16.1 TERMINATION BY OWNER WITH CAUSE..........................................................................26
</TABLE>

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<TABLE>
<S>     <C>                                                                                                     <C>
   16.3 TERMINATION BY CONTRACTOR WITH CAUSE.....................................................................27
   16.2 OWNER'S RIGHTS UPON TERMINATION OF AGREEMENT.............................................................28
   16.4 STOPPAGE OF WORK.........................................................................................28
   16.5 OWNER'S RIGHT TO CARRY OUT THE WORK......................................................................29

SECTION 17 OWNERSHIP OF DOCUMENTS AND PATENT INFRINGEMENT........................................................29

   17.1 OWNERSHIP OF DOCUMENTS...................................................................................29
   17.2 DELIVERY OF WORK PRODUCT.................................................................................30
   17.3 PATENT INFRINGEMENT......................................................................................30
   17.4 SPECIFIC ENFORCEMENT.....................................................................................30

SECTION 18 ADDITIONAL RIGHTS AND OBLIGATIONS.....................................................................30

   18.1 RIGHT TO LET ADDITIONAL CONTRACTS........................................................................31
   18.2 OWNER'S RIGHT TO ACCESS WORK.............................................................................31
   18.3 WETLANDS.................................................................................................31

SECTION 19 MISCELLANEOUS PROVISIONS..............................................................................31

   19.1 ENTIRE AGREEMENT.........................................................................................32
   19.2 CONTROLLING LAW..........................................................................................32
   19.3 NON-WAIVER...............................................................................................32
   19.4 NON-INVALIDITY...........................................................................................32
   19.5 NOTICES..................................................................................................32
   19.6 UNDEFINED TERMS..........................................................................................32
   19.7 ATTORNEYS FEES...........................................................................................32
   19.8 ASSIGNMENT...............................................................................................32
   19.9 CONTRACTOR AUTHORITY.....................................................................................33
   19.10 OWNER AUTHORITY.........................................................................................33
   19.11 EXHIBITS................................................................................................33
   19.12 WAIVER OF JURY TRIAL....................................................................................33

APPENDIX A.......................................................................................................34


LIST OF EXHIBITS.................................................................................................38
</TABLE>


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                     AGREEMENT BETWEEN OWNER AND CONTRACTOR

                                (STIPULATED SUM)

         THIS AGREEMENT BETWEEN OWNER AND CONTRACTOR (STIPULATED SUM) (this
"Agreement") made and entered into on this 4th day of February 1999, by and
between TE Products Pipeline Company, Limited Partnership, a Delaware limited
partnership ("Owner"), and Eagleton Engineering Company, a Texas corporation
("Contractor");

                                   WITNESSETH:

         WHEREAS, Owner intends to engage a qualified engineer and contractor to
design and construct, on a turnkey all inclusive basis, (i) a 12-inch diameter
bidirectional pipeline system to transport propylene from Port Arthur, Texas to
Mont Belvieu, Texas, (ii) a 12 inch diameter bidirectional pipeline system to
transport ethylene between Port Arthur, Texas and Mont Belvieu, Texas, (iii) a
12 inch diameter bidirectional pipeline system to transport natural gasoline
between Port Arthur, Texas and Mont Belvieu, Texas, and (iv) a 12-inch diameter
unidirectional ethylene pipeline lateral with meter to Union Carbide's plant
near Port Arthur, Texas; and

         WHEREAS, Contractor has represented to Owner that Contractor has both
the real estate, engineering and construction skills and expertise to acquire
all necessary rights-of-way and to design and construct such pipeline systems to
the performance standards set forth in this Agreement and otherwise in
accordance with the terms and requirements set forth in this Agreement; and

         WHEREAS, based on the foregoing representations and the other
representations hereinafter set forth, Owner desires to engage Contractor, and
Contractor desires to accept Owner's engagement, to acquire all necessary
rights-of-way and to design and construct such pipeline systems to the
performance standards set forth in this Agreement and to perform all other
obligations set forth in this Agreement.

         NOW THEREFORE, based on the foregoing premises and the covenants,
promises, representations and warranties set forth in this Agreement, Owner and
Contractor agree as follows:

SECTION I         DEFINED TERMS; INTERPRETATION

1.1 Definitions. Unless the context otherwise requires, the respective terms
defined in Appendix A attached hereto and incorporated herein shall, when used
in this Agreement, have the respective meanings specified in Appendix A, with
each such definition of a term being equally applicable to the singular and the
plural forms of the term so defined.

1.2 References. Gender, Number. All references in this Agreement to a "Section,"
"subsection", "Appendix" or "Exhibit" shall be to a Section, subsection,
Appendix or Exhibit of this Agreement, unless the context requires otherwise.
Unless the context otherwise requires, the


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words "this Agreement," "hereof," "hereunder," "herein," "hereby," or words of
similar import shall refer to this Agreement as a whole and not to a particular
Section, subsection, Appendix, Exhibit, clause or other subdivision hereof.
Whenever the context requires, the words used herein shall include the
masculine, feminine and neuter gender, and the singular and the plural.

1.3 Interpretation. It is expressly agreed that this Agreement shall not be
construed against any Party, and no consideration shall be given or presumption
made, on the basis of who drafted this Agreement or any particular provision
hereof or who supplied the form of this Agreement. Each Party agrees that this
Agreement has been purposefully drawn and correctly reflects its understanding
of the transaction that this Agreement contemplates. In construing this
Agreement:

         (a) Examples shall not be construed to limit, expressly or by
implication, the matter they illustrate;

         (b) The word "included" and its derivatives means "includes, but is not
limited to" and corresponding derivative expressions;

         (c) A defined term has its defined meaning throughout this Agreement,
regardless of whether it appears before or after the place where it is defined;
and

         (d) The headings and titles herein are for convenience only and shall
have no significance in the interpretation hereof.


SECTION 2         INDEPENDENT CONTRACTOR

2.1 Independent Contractor Status. Owner hereby engages Contractor as an
independent contractor, and Contractor hereby accepts Owner's engagement as an
independent contractor, to perform all of the obligations of Contractor
specified in this Agreement.

2.2 Contractor Responsible for Means, Methods and Procedures. It is expressly
understood and agreed that in the performance of its obligations under this
Agreement, Contractor is and shall at all times be an independent contractor and
is and shall be solely responsible for the means, methods and procedures by
which to perform its obligations under this Agreement. Contractor, as an
independent contractor, shall be solely responsible for its employees and
equipment. Except as contemplated by Section 5, neither Contractor nor its
employees shall at any time represent to any third party that Contractor or any
of its employees is the agent, representative, employee or servant of Owner.

2.3 Contractor's Employees not Owner's Employees. Under no circumstances shall
Contractor's employees be considered employees of Owner, and Contractor shall
take all steps necessary to ensure that Contractor's employees are not employees
of Owner. Contractor acknowledges that Owner will not make any payments on
behalf of Contractor or Contractor's employees for the purposes of the Federal
Insurance Contribution Act, the Social Security Act or the Federal Unemployment
Tax Act. Contractor further acknowledges that Contractor is 


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responsible for its employees and for all self employment taxes, federal income
taxes and any other taxes (as well as the filing of all returns relating
thereto) which are to be paid in respect of, or withheld from amounts payable to
Contractor's employees.

2.4 No Entitlement to Owner's Employee Benefits. Contractor agrees and
understands that Contractor and Contractor's employees shall not be considered
employees of Owner with respect to employee benefits paid by Owner to its
employees.


SECTION 3         DESIGN, CONSTRUCTION AND PERFORMANCE REQUIREMENTS

3.1 Design and Engineering Services. In addition to Contractor's construction
obligations under this Agreement and the Contract Documents, Contractor shall
provide all design and engineering services needed to fully define the Pipeline
Systems and to cause the Pipeline Systems, as designed and engineered, to comply
with the Completion Requirements and to operate in accordance with the
Performance Requirements. Such design and engineering services shall include but
not be limited to the services described in Exhibit 3.1 attached hereto.
All such services shall be performed in accordance with the Project Schedule.

3.2 Description of and Obligation to Construct Project. Subject to the terms and
conditions of this Agreement, Contractor hereby agrees to construct, fabricate,
install and erect, on a turnkey all inclusive basis, three pipeline systems (the
"Pipeline Systems") and certain ancillary facilities conforming to the
requirements of this Agreement and all other Contract Documents, as follows:

         (i) A 12.75 inch outside diameter ANSI 900 bidirectional pipeline (the
"Propylene Pipeline") approximately 66 miles in length, terminating immediately
inside the southwest corner property line of the Port Arthur Plant and the
property line of the Mont Belvieu South Terminal, to be used to transport
propylene from Port Arthur, Texas to Mont Belvieu, Texas along the route
described in Exhibit 3.2(a), or deviations therefrom approved by Owner in
accordance with subsection 5.1. Such pipeline system will include meter
facilities at each end and shall be designed in accordance with the Piping Flow
Diagram found in Exhibit 3.2(b-1) and general isometric layouts found in
Exhibits 3.2(c-1) and 3.2(c-2); and

         (ii) A 12.75 inch outside diameter ANSI 900 bidirectional pipeline (the
"Ethylene Pipeline") approximately 66 miles in length, terminating immediately
inside the southwest corner property line of the Port Arthur Plant and the
property line of the Mont Belvieu South Terminal, to be used to transport
ethylene between Port Arthur, Texas, and Mont Belvieu, Texas, along the route
described in Exhibit 3.2(a) or deviations therefrom approved by Owner in
accordance with subsection 5.1, and shall include a 12.75 inch outside diameter
pipeline lateral with meter that ties into Union Carbide's Port Arthur plant
facility. Such pipeline system will include meter facilities at each end and
shall be designed in accordance with the Piping Flow Diagram found in Exhibit
3.2(b-2) and general isometric layouts found in Exhibits 3.2(c-1) and 3.2(c-3);
and

         (iii) A 12.75 inch outside diameter ANSI 900 bidirectional pipeline
(the "Natural Gasoline Pipeline") approximately 66 miles in length, terminating
immediately inside the


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southwest corner property line of the Port Arthur Plant and the property line of
the Mont Belvieu South Terminal, used to transport natural gasoline between Mont
Belvieu, Texas, and Port Arthur, Texas along the route described in Exhibit
3.2(a) or deviations therefrom approved by Owner in accordance with subsection
5.1. Such pipeline system will include meter facilities at each end and shall be
designed in accordance with the Piping Flow Diagram found in Exhibit 3.2(b-3)
and general isometric layout found in Exhibit 3.2(c-1) and Exhibit 3.2(c-4); and

         (iv) All other components and installations required by the Contract
Documents or as necessary to cause the Pipeline Systems to be completed in
accordance with the Completion Requirements and to operate and perform in
accordance with the Performance Requirements.

The Propylene Pipeline, Ethylene Pipeline and Natural Gasoline Pipeline will
conform to and be designed, engineered, fabricated, constructed and installed in
accordance with the requirements of the Contract Documents, including the
requirements of Exhibit 3.2(d) respectively, and all Applicable Laws. The
Pipeline Systems together with all such other components, installations and
interests described in this subsection 3.2, as more fully described above and in
the Contract Documents, are herein sometimes referred to as the "Project".

3.3      Performance Requirements.

         (a) The Propylene Pipeline, Ethylene Pipeline and Natural Gasoline
Pipeline will be designed, engineered and constructed to meet the performance
criteria set forth in Exhibits 3.2(b-1), 3.2(b-2), 3.2(b-3), 3.2(c-1), 3.2(c-2),
3.2 (c-3), 3.2(c-4) and 3.2(d).

         (b) The Pipeline Systems, when completed, will be capable of operating
in accordance with all Applicable Laws and all performance and operational
requirements set forth in this Agreement.

         (c) Contractor shall require each equipment vendor to design its
equipment in accordance with Applicable Laws and to warrant that such equipment,
when installed and operated in accordance with the equipment specifications,
will operate in accordance with Applicable Laws and all performance and
operational requirements set forth in this Agreement.

The requirements set forth in paragraphs (a), (b) and (c) preceding are herein
collectively referred to as the "Performance Requirements".

3.4      Completion Requirements.

         (a) Upon completion of construction of the Pipeline Systems, Contractor
shall test the Pipeline Systems in accordance with and in satisfaction of the
acceptance testing procedures and requirements set forth in Exhibit 3.4(a). In
addition to the notice requirements set forth in paragraph (d) of subsection
7.7, Contractor shall give Owner not less than 4 days notice prior to such
tests. Contractor shall provide to Owner certified copies of the results of any
such test as soon as practicable after its completion.


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         (b) Contractor shall complete the Project and perform the Work in a
good and workmanlike manner, and in accordance with the Contract Documents, all
Applicable Laws and normal industry standards applicable to the construction of
the Project or performance of the Work (including ANSI/ASME B31.4, Liquid
Transportation Systems for Hydrocarbons, Liquid Petroleum Gas, Anhydrous Ammonia
and Alcohols).

The requirements (including the passing of the tests set forth in Exhibit
3.4(a)) set forth in paragraphs (a) and (b) preceding are herein collectively
referred to as the "Completion Requirements". Any Work not completed in
accordance with the Completion Requirements or not capable of being operated in
accordance with the Performance Requirements will be considered defective and
Owner shall have the right to require such defective Work to be corrected in
accordance with subsection 7.11(a).


SECTION 4         CONTRACT DOCUMENTS AND INTERPRETIVE RULES

4.1 Contract Documents. The "Contract Documents" shall collectively mean and
consist of (i) this Agreement, including all Exhibits, (ii) the Drawings and
Specifications, (iii) the waivers executed and delivered by Contractor pursuant
to subsection 12.2, (iv) the Parent Guaranty and (v) all Change Orders. The
Contract Documents represent the entire and integrated agreement between the
Parties and supersede prior negotiations, representations or agreements, written
or oral.

4.2 Documents at Project Site. Contractor shall maintain at its office at the
Project Site, for Owner's benefit and review, one record copy of the Drawings
and Specifications, Change Orders and other modifications to the Contract
Documents, in good order, and marked currently to record changes and selections
made during construction. Promptly after execution of the Contract Documents,
Contractor shall prepare an initial set of drawings and specification for the
Project for Owner's review and comment. After receipt of Owner's comments,
Contractor shall promptly prepare the final Drawings and Specifications
incorporating such comments, to the extent such comments will not cause a
failure to meet the Completion Requirements and Performance Requirements. By
submission of the final Drawings and Specifications to the Owner, Contractor
represents and warrants to Owner that the Project can be constructed and
installed in accordance with the Drawings and Specifications to meet or exceed
the Completion Requirements and the Performance Requirements.

4.3 Interpretive Rules and Resolution of Conflicts Among Contract Documents.

         (a) Unless otherwise stated in the Contract Documents, words which have
generally recognized technical or construction industry meanings are used in the
Contract Documents in accordance with such recognized meanings.

         (b) Large-scaled drawings shall control over smaller-scaled drawings,
figured dimensions on the drawings shall control over scaled dimensions and
noted materials shall control over graphic representations. Notwithstanding the
foregoing provisions, where a conflict exists 


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within or between parts of the Contract Documents, or between the Contract
Documents and Applicable Laws, or between Applicable Laws themselves, the more
stringent or higher quality requirements shall apply.

         (c) Where "as shown," "as indicated," "as detailed," or words of
similar import are used, it shall be understood that reference to the Drawings
and Specifications is made unless otherwise stated.

         (d) As used in the Contract Documents, "provide" shall be understood to
mean "provide complete in place," that is, to furnish, fabricate, deliver,
install, and erect, including all materials, services, and expenses necessary to
complete in place, ready for operation or use. The use of the term "as required"
means as prescribed by the Contract Documents. The use of the term "as
necessary" in the Contract Documents means all action essential to the
completion of the Work or applicable portion thereof. The use of the term "day"
in the Contract Documents means calendar day. The use of the term "holiday" in
the Contract Documents means any day recognized by national banks in Houston,
Texas as a holiday.

         (e) In the interest of brevity, the Contract Documents frequently omit
modifying words such as "all" and "any" and articles such as "the" and "all,"
but the fact that a modifier or an article is absent from one statement and
appears in another is not intended to affect the interpretations of such
statement.

         (f) Whenever a notice time period or approval time period appears in
the Contract Documents and such time period ends on a Saturday, Sunday or
holiday, such time period shall be extended to the next Business Day.


SECTION 5         ACQUISITION OF RIGHTS-OF-WAY

5.1      Obligation to Acquire Rights-of-Way.

         (a) Contractor shall use its Best Efforts necessary to obtain valid and
enforceable easements and permits (separately and collectively referred to as
"Rights-of-Way") along the anticipated route of the Pipeline Systems described
in Exhibit 3.2(a) (such anticipated route, the "Projected Pipeline
Rights-of-Way"). Should Owner object to a pipeline route or right-of-way
intended to be used by Contractor, Owner will be responsible for any additional
costs in obtaining the alternative Rights-of-Way plus all increases in
associated costs for materials, construction and engineering services. Owner and
Contractor shall execute a Change Order with respect to such alternative
Rights-of-Way and additional or increased costs in accordance with subsection
6.4.

         (b) Contractor shall perform a title search of 20 years or to the last
conveyance, whichever is greater, on each property through which Contractor will
obtain Rights-of-Way. Contractor in the performance of its obligations under
this Section 5 shall use experienced right-of-way agents that are licensed or
registered with the Texas Real Estate Commission.


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5.2 Rights-of-Way to be Acquired by Easement. All Rights-of-Way shall be
acquired by easement except as provided in subsections 5.3 and 5.4. Each such
easement shall be granted by the landowner to Owner upon the form of easement
attached hereto as Exhibit 5.2 or such modified form as is approved by Owner.
Contractor shall use its Best Efforts to secure free assignability of any such
easement.

5.3 Rights-of-Way to be Acquired by Permit. Contractor shall acquire permits
where necessary. Contractor shall obtain title data supporting each permit, if
privately owned property is involved. Owner shall have an opportunity to
participate in the meetings between Contractor and permitting agencies or
companies. Owner shall review and approve any application, agreement and permit
submitted to an agency or landowner regarding the acquisition of any
Rights-of-Way. Contractor shall consult with Owner regarding issues of concern
or objections raised by any governmental agency or landowner regarding the
issuance of a permit. Contractor and Owner shall collectively identify
alternatives and planning contingencies regarding any issues concerning the
permitting process. All permits or agreements shall, if reasonably possible, be
acquired as perpetual or paid up term. Contractor shall use its Best Efforts to
secure free assignability of any such permit.

5.4 Condemnation. In the event that Contractor, after exercising its Best
Efforts, is unable to acquire any Rights-of-Way from a landowner, Contractor
shall fully advise Owner of the situation and furnish to Owner the following
information:

         (1) The terms and monetary consideration that landowner has last
advised Contractor would be acceptable;

         (2) The terms and monetary consideration that Contractor made to
landowner as the last offer; and

         (3) If Owner elects to condemn any property, a condemnation appraisal
for the proposed Rights-of-Way performed by a qualified third party appraiser.

Based on the information furnished by Contractor, Owner shall make the decision
whether to accept the landowner's terms and monetary consideration demands, or
to exercise Owner's right of eminent domain to condemn the landowner's property
for the easement. In the event Owner elects to proceed with such condemnation
action, Contractor shall subject to subsection 5.6 be responsible for all costs
and expenses, including but not limited to attorneys' and appraisers fees,
associated with the condemnation action and any award to the landowner as a
result thereof. Notwithstanding the foregoing sentence, Owner shall be
responsible for all costs and expenses in any condemnation action, including
attorneys' fees, associated with Owner establishing its right of eminent domain
as a common carrier under Vernon's Ann. Civ. St. art. 6132a-1 Sec. 1.09(c).

5.5 Due Diligence. Prior to the acquisition of any portion of the Pipeline
Rights-of-Way, Contractor shall perform such due diligence as is necessary to
determine that such portion of the Pipeline Rights-of-Way will not be
subordinate to any mortgage,


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deed of trust or other security agreement, or if such portion of the Pipeline
Rights-of-Way will be subordinate to a mortgage, deed of trust or other security
agreement, Contractor will make Best Efforts to obtain a subordination agreement
from the holder of such mortgage, deed of trust or other security agreement.

5.6 Rights-of-Way Costs and Expenses. Subject to the penultimate and last
sentences of subsection 5.1(a) and the last sentence of subsection 5.4,
Contractor shall be responsible for all Rights-of-Way Costs and Expenses up to
and including $16.6 million, which includes $471,000 as a lump sum amount for
post-construction activities, subject to reduction pursuant to the provisions of
subsection 5.7. All Rights-of-Way Costs and Expenses in excess of $16.6 million
shall be the responsibility of Owner. The method of payment of easement
consideration and damage consideration shall be subject to the mutual agreement
of Owner and Contractor.

5.7 Rights-of-Way on Fina and Owner Property. The monetary level of $16.6
million set forth in subsection 5.6 and the Contract Sum shall both be reduced
by an amount determined by multiplying $1,500 times the number of Rods that the
Pipeline System is located on property owned by Owner, Fina or any affiliate of
either and for which Contractor does not have to pay for any easements or
permits to cross such property other than de minimis amounts to Fina or its
affiliates.

5.8 Common Carrier. Owner shall promptly make all appropriate T-4 filings and
any other filings with the Commission with respect to its intention to operate
as a common carrier pipeline, and furnish Contractor with copies of same. In
addition, it shall be Owner's sole decision to exercise any eminent domain
powers to obtain Rights-of-Way. Where Owner does decide to initiate a
condemnation proceeding, Owner will effect the quick take procedures available
under Applicable Laws.


SECTION 6         THE WORK AND CHANGES IN THE WORK

6.1 The Work. Contractor shall provide and/or perform the "Work", which means
(i) all materials, systems, equipment and other installations becoming a part of
the Project pursuant to the Contract Documents (sometimes collectively referred
to as "Materials"), (ii) all other materials, supplies, apparatus, implements,
tools, equipment, sanitary facilities and other facilities not included in part
(i) preceding and necessary in the construction of the Project, (iii) all labor,
supervision, transportation, utilities, storage and other services (sometimes
collectively referred to as "Services") required in the construction of the
Project, (iv) all cutting and fitting required to complete the Work or make its
parts fit together properly, (v) all other acts and all other things reasonably
necessary to construct the Project in accordance with the Contract Documents,
including all work expressly specified therein, save and except only such items
of work as are specifically stated in the Contract Documents not to be
obligations of Contractor, (vi) all other obligations of Contractor under this
Agreement or any other Contract Documents, and (vii) any other work or services
described in this Agreement or any other Contract Documents as a part of the
Work.



                                       8
<PAGE>   13


6.2      Title to the Work and Risk of Loss.

         (a) Title to all Work shall pass to Owner simultaneously with payment
(other than the permitted 5% retainage) to Contractor for such Work, and
Contractor will take all necessary actions to ensure that such Work shall be
free and clear of all encumbrances, other than those created by Owner.
Notwithstanding the preceding sentence, if Contractor is not paid for Work due
to Owner's withholding payments as permitted under subsection 11.3, then title
to such Work shall be deemed to have passed to Owner simultaneously with passage
of title thereof to Contractor.

         (b) All Work shall be kept free and clear of all liens and security
interests other than those created by Owner. No Materials covered by an
Application for Payment will be acquired by Contractor, a Subcontractor or any
other Person performing Work subject to an agreement under which an interest
therein or an encumbrance is retained by the seller or granted by Contractor,
such Subcontractor or such other Person.

         (c) Notwithstanding the provisions of paragraph (a), Contractor shall
bear the risk of loss of all Materials until the Final Completion Date.

6.3 Standards for Materials. Contractor shall purchase, expedite and control all
Materials. Contractor warrants that all Materials shall be new and of high
quality, meet industry standards, be fit for the intended use and purpose to
meet all requirements of the Drawings and Specifications and Applicable Laws.

6.4 Changes in the Work. Owner may request changes in the Work by giving
Contractor a written request (a "Proposal Request") setting forth in detail the
nature of the change in the Work requested (the "Change Work"). Upon receipt of
a Proposal Request, Contractor shall promptly (but not later than 5 days after
receipt of the Proposal Request or such longer period of time reasonably agreed
to by Owner) return to Owner a written proposal (a "Change Order Proposal")
setting forth in detail, with a suitable breakdown by trades and work
classifications, a stipulated sum proposed as an adjustment to the Contract Sum
for the performance of the Change Work, with a proposed adjustment to the
Projected Final Completion Date resulting from such Proposal Request. In all
events (i) the stipulated sum set forth in a Change Order Proposal shall not
incorporate profit for Contractor in excess of 10 percent of the actual cost of
the materials for Contractor covered by the Change Order Proposal and overhead
and profit for Contractor in excess of 10 percent of the cost of such difference
attributable to Change Work performed by Subcontractors, (ii) all labor costs of
Contractor's forces included in the Change Order Proposal will be based on the
wage rate schedule attached hereto as Exhibit 6.4(a) and (iii) to the extent
applicable, all Material costs shall be based on prices paid by Contractor. Each
Change Order Proposal shall be accompanied by appropriate data acceptable to
Owner supporting such estimate, including but not limited to bids, cost
estimates, wage schedules and applicable Unit Prices. When the Change Work
involves both new work not originally required under the Contract Documents and
replacement or obviation of previously planned Work, Contractor shall break down
the stipulated sum contained in its Change Order Proposal to show both the
additional compensation


                                       9
<PAGE>   14


bid for the new Work and the credit allowed for the replaced or obviated Work.
If Owner approves Contractor's Change Order Proposal, which approval must be
given within 5 days of Owner's receipt of such proposal, Owner will issue and
Contractor will execute and accept a written modification on the form attached
hereto as Exhibit 6.4(b) (a "Change Order") directing Contractor to perform Work
and the Contract Sum and Projected Final Completion Date shall be adjusted as
set forth in such Change Order. If Owner does not approve, Contractor shall be
paid for time required to prepare the proposal and will have no further
obligation with regard to the Change Work.


SECTION 7 CONTRACTOR'S GENERAL DUTIES, STATUS, REPRESENTATIONS AND WARRANTIES

7.1 Contractor's General Obligations. Contractor covenants with Owner to furnish
its best skill and judgment in its performance of the Work. Contractor covenants
with Owner to furnish efficient business administration and superintendence to
cause the Work to be performed in strict accordance with the Contract Documents,
to furnish at all times all Materials and Services as and when required or
needed in order to timely complete the Work as required hereunder, and to
perform the Work in a good and workmanlike manner. Contractor shall enforce
strict discipline and good order among Contractor's employees and others
carrying out the Work. Contractor shall not permit employment of any unfit
individual not skilled in the tasks assigned to them. Contractor shall be solely
responsible for and shall have control over construction means, methods,
techniques, sequences and procedures, and for coordinating all portions of the
Work. As general contractor for the Project, Contractor shall perform all
necessary acts to accomplish the following:

         (a) The avoidance of conflicts among the various trades;

         (b) The efficient organization of construction activities, including
location and size of activities, location and size of storage areas, staging
areas and field offices, traffic patterns, delivery schedules, hoisting, safety
and the like;

         (c) Efficient scheduling of the Work to be performed by Subcontractors
to avoid inefficient or unsafe performance of the Work performed by
Subcontractors and to ensure that the progress of the Work conforms to the
Project Schedule; and

         (d) Scheduling, coordinating and chairing a project meetings at least
once monthly, each of which project meetings shall be attended by Contractor's
project manager, the pipeline Subcontractor's project superintendent when
construction is in progress and others as deemed necessary, along with one or
more representatives of Owner.

7.2      Project Schedule.

         (a) Contractor, within 5 days after execution of this Agreement, shall
prepare and submit for Owner's information and approval a schedule in the form
of a Gantt bar chart and a


                                       10
<PAGE>   15


detailed CPM Network schedule (as same may be revised from time to time, the
"Project Schedule") for the Work. The Project Schedule shall incorporate the
Projected Final Completion Date. In addition, Contractor shall, at the request
of Owner, deliver the following information:

                  (i) Schedule of activities by major project element;

                  (ii) Activities listed by early start date for each major
project element;

                  (iii) A schedule of production of Drawings and Specifications
and other documents required for the award of Subcontracts and contracts of
sub-subcontractors (providing for appropriate periods for review, which periods
shall not exceed ten days where practicable);

                  (iv) Vendor's list approved by Owner.

                  (v) A listing of all long lead-time items and a schedule for
the acquisition; and delivery of such items; and

                  (vi) A detailed schedule of the periods during which each
Subcontractor's work will be performed.

         (b) The Project Schedule shall take into consideration such matters as
design services, Owner activities, governmental approvals and the like.
Contractor and each Subcontractor under a major trade or procurement Subcontract
shall cooperate fully and provide detailed information as required in order to
achieve the most logical schedule for the Project that will be acceptable to
Owner and Contractor.

         (c) Contractor, in cooperation with Owner, and Subcontractors under
major trade or procurement Subcontracts, will continuously monitor and shall
revise and update monthly the Project Schedule, provided that the Projected
Final Completion Date shall be adjusted only as expressly permitted in the
Contract Documents. The Project Schedule shall be further revised or expanded to
provide more detailed information concerning the time requirements for all
elements of the Project as such information is developed by Contractor and
approved by Owner.

         (d) Contractor shall to the extent necessary, provide expediting
services to ensure that materials and equipment are delivered in accordance with
the Project Schedule.

         (e) Contractor shall prepare semi-monthly Project progress reports in
accordance with Exhibit 7.2(e-1) and Exhibit 7.2(e-2) showing Project related
activities and Project status. Such Project progress reports shall reflect
activities and progress for the previous 14 day period.

7.3 Checking Materials. Contractor shall inventory, check, inspect and approve
all Materials received during the performance of the Works.

7.4 Payment of Claims. Contractor will pay promptly all amounts for Materials
and Services furnished in the performance of the Work and any and all other
valid claims arising out of the


                                       11
<PAGE>   16


performance of the Work hereunder. Contractor will allow no lien or charge to
become fixed upon the Project or any portion thereof or the Pipeline
Rights-of-Way, unless such lien or charge shall be created by Owner.

7.5 Payment of Taxes. Contractor shall pay sales, consumer, use and similar
taxes incurred in the performance of the Work or portion thereof.

7.6 Contractor's Chief Inspector. Contractor shall employ a competent chief
inspector and necessary assistants who shall be in attendance at the Project
Site during the performance of the Work. Such chief inspector shall represent
Contractor, and written communications from Owner given to such chief inspector
shall be as binding as if given to Contractor. Owner and other entities
designated by Owner, shall have the right, but not the obligation, to have one
or more inspectors in attendance at any Project Site, provided such inspectors
shall not interfere with the performance of the Work.

7.7 Permits, Fees, Notices, Tests and Inspections.

         (a) Contractor shall secure and pay for any construction or building
permits and other permits and governmental fees, licenses and inspections
necessary for proper execution and completion of the Work.

         (b) Contractor shall give all notices required by Applicable Laws.

         (c) Contractor shall be responsible for ascertaining that the Contract
Documents are in compliance with Applicable Laws.

         (d) Contractor shall be responsible for arranging, scheduling and
making any and all tests required by Applicable Laws or the Contract Documents.
Contractor shall provide Owner with not less than 4 Business Days notice before
conducting any pipeline test in order to allow Owner to have one or more
representatives present during the conduct of such test.

         (e) Contractor shall provide comprehensive visual and other inspection
of all aspects of line pipe manufacture.

7.8 Compliance with Laws. In addition to complying with and constructing the
Project in accordance with Applicable Laws, Contractor shall comply with each
and every federal, state, county, city, and municipal laws, codes, statutes,
rules, regulations and orders applicable to Contractor or its operations
conducted under the Contract Documents.

7.9 Safety and Security.

         (a) Contractor covenants, warrants and represents that all Work
performed hereunder shall be conducted in accordance with safety standards and
procedures provided for under Applicable Laws and industry standards.


                                       12
<PAGE>   17


         (b) Without in any way limiting paragraph (a) preceding, Contractor
shall erect and maintain, as required by existing conditions and performance of
the Work, safeguards for safety and protection of persons and property on the
Pipeline Rights-of-Way, other portions of the Project Site, and property
adjacent to the Pipeline Rights-of-Way and other portions of the Project Site,
including posting danger signs and other hazard warnings, promulgating safety
regulations and notifying owners and users of any land within or adjacent to the
Pipeline Rights-of-Way of the existence of any dangerous conditions created by
the performance of the Work.

         (c) When use or storage of explosives or other hazardous materials or
equipment or unusual methods are necessary for execution of the Work, Contractor
shall exercise utmost care and carry out such activities under the supervision
of properly qualified personnel.

         (d) Contractor shall designate a responsible member of the Contractor's
organization whose duty shall be to use Best Efforts to prevent accidents in the
performance of the Work. This person may be Contractor's superintendent.

         (e) Contractor shall be responsible for the security of the Work, the
Project Site and all Materials stored at the Project Site or at any other
location by Contractor with the consent of Owner. Contractor shall be
responsible for all direct losses and expenses incurred by reason of failure to
maintain reasonable security at the Project Site or at the location where
Materials are stored, and such expenses incurred shall not increase the Contract
Sum. Contractor shall comply with all reasonable security requirements of Owner.

         (f) Contractor shall use Best Efforts to protect all completed and
partially completed Work located on the Project Site from loss and damage,
including theft or damage by weather and, if necessary, shall provide suitable
shelter therefor.

         (g) Without limiting the generality of Contractor's safety obligations
under this subsection 7.9, Contractor shall take all reasonable safety
precautions and comply with all Applicable Laws to prevent damage, injury and
loss to person and property resulting from the excavation and filling of, and
performance of Work within, trenches during construction and installation of the
Project, including the design and construction of sound trench safety and earth
retention systems. Specific reference is made to (i) the Occupational Safety and
Health Standards-Excavation, 54 Fed. Reg. 45,894 (1989) (codified at 29 C.F.R.
Sections 1926.650-1926.652), and (ii) any and all special shoring requirements
of the State of Texas, though such references are not intended to be an
exhaustive listing of all Applicable Laws governing trench safety.

7.10 Cleaning Up. Contractor shall keep all areas within which it performs any
portion of the Work in a safe condition and free from accumulation of waste
material and shall satisfy any reasonable requests of Grantors of pipeline
rights-of-way concerning clean-up of rights-of-way. Without limiting the
foregoing, Contractor shall be responsible for performing such cleanup work
within and adjacent to the Pipeline Rights-of-Way as is necessary to comply with
the requirements of any instrument conveying or permitting a portion of the
Pipeline Rights-of-Way to Owner. Upon the completion of the Work, Contractor
shall remove from and about the Pipeline Rights-of-Way and all other areas
within which any portion of the Work is performed all waste materials,


                                       13
<PAGE>   18


rubbish, Contractor's tools, construction equipment, machinery and surplus
Materials. If Contractor fails to perform any of its cleanup obligations, Owner
may perform same and charge the cost thereof to Contractor.

7.11     Non-Conforming Work.

         (a) Contractor warrants and represents that it shall promptly correct
Work which does not conform to the requirement of the Contract Documents, the
Completion Requirements or the Performance Requirements and of which Contractor
receives written notice on or at any time before the first anniversary of the
Final Completion Date. Contractor shall bear all costs of correcting such
nonconforming and defective Work, including necessary disassembly,
transportation, reassembly, additional testing and inspection and other expenses
incurred as a result of the defective Work. The warranty contained herein shall
survive acceptance of the Work by Owner and final payment.

         (b) If Contractor fails to correct non-conforming or defective Work
that Contractor is required to correct under subsection 7.11(a) within a
reasonable time, Owner may correct such non-conforming or defective Work at
Contractor's expense.

         (c) If Owner prefers to accept non-conforming Work that Contractor is
required to correct under subsection 7.11(a), Owner may do so instead of
requiring its correction if Contractor agrees, in which case the Contract Sum
will be reduced as mutually agreed. Such adjustment shall be effected whether or
not final payment has been made, and if final payment has been made, Contractor
shall pay to Owner the amount of such adjustment within 30 days after demand
therefor.

7.12 As-Built Surveys and Record Drawings. Within 30 days after the Final
Completion Date, Contractor shall deliver to Owner (i) on the ground surveys
reflecting the actual location of the Pipeline Systems within the Pipeline
Rights-of-Way and (ii) the record set of the drawings showing the as-built
condition of the Pipeline Systems.

7.13 As-Built Documentation. Within 30 days after the Final Completion Date,
Contractor shall provide at least six sets of design and construction data books
which shall contain a description of the project scope, construction inspection
reports, welding procedures and qualifications reports, welder qualification
reports, hydrostatic test reports, electrical and instrument test reports,
radiographic examination reports, construction specifications, radiographic
examination specifications, pipe mill test reports and any other documents or
drawings which show compliance with applicable codes, standards, regulations,
and laws. Contractor shall also provide at least six sets of material and
equipment data books which shall contain (i) all technical specifications
prepared for acquisition of project related material, (ii) vendors' start-up,
operating, and maintenance procedures, (iii) schematics and (iv) recommended
spare parts lists.

7.14 Certain Obligations of Contractor Following Completion. Following the Final
Completion Date, Contractor shall:


                                       14
<PAGE>   19


         (a) assist Owner in instructing and training Owner's staff to operate
and maintain the equipment and systems which are a part of the Pipeline Systems
for a period not exceeding 30 days following the Final Completion Date or the
initial start-up of the Pipeline System, whichever is later;

         (b) assist Owner in checking out all equipment and systems and starting
up equipment and systems for the operation of the Pipeline Systems for a period
not exceeding 30 days following the Final Completion Date or the initial
start-up of the Pipeline System, whichever is later;

         (c) attend meetings and do whatever is necessary to ascertain the cause
of and help resolve initial problems of equipment or systems of an operational
nature for a period not exceeding 30 days following the Final Completion Date or
the initial start-up of the Pipeline System, whichever is later.

Owner will not continue to hold the retainage provided for in subsection 11.2
hereof solely because Contractor's obligations under paragraphs (a), (b) or (c)
next above have not yet been completed.

7.15 Certain Representations. Subject to the time limitation set forth in
subsection 7.11(a) Contractor hereby represents and warrants to Owner that
Contractor has satisfied itself (i) as to the nature, location, and character of
the general area in which the Projected Pipeline Rights-of-Way is located,
including, but not limited to, its climatic conditions, nature of soil
conditions, available labor supply and labor costs, available materials supply
and material costs, available utility services, and available equipment supply
and equipment costs, and (ii) as to the quantity and quality of all materials
and services and other matters necessary to complete the Work in the manner
required by the Contract Documents.

7.16 Contractor's Obligations. Owner may from time-to-time furnish Contractor
with certain documents prepared by Owner or on Owner's behalf until the first
anniversary date of the Final Completion Date. Contractor shall thoroughly
review such documentation. Any preliminary drawings, design guidelines,
schematics, equipment lists, budgets, accounting information, reports, surveys,
specifications and other documents contained in the documentation furnished by
Owner are furnished solely for Contractor's general information and convenience.
Contractor shall be responsible for the design and construction of a complete
Pipeline System, which shall perform in accordance with the requirements of this
Agreement. Any furnishing by Owner of design information which is utilized by
Contractor in its sole discretion, and the review or inspection by Owner or its
inspectors of the Drawings and Specifications or the Work shall not in any way
relieve Contractor of its responsibilities under this Agreement.


                                       15
<PAGE>   20


SECTION 8         COMMENCEMENT AND COMPLETION

8.1 Commencement of Work. Contractor shall commence the Work upon execution of
this Agreement by both Parties.

8.2 Completion.

    (a) Contractor shall cause the Final Completion Date to occur no later
than October 16, 2000 (as such date may be extended in accordance with (i) with
Change Orders pursuant to subsection 6.4, (ii) any delay pursuant to subsection
8.4 or (iii) Owner's failure to comply in a timely manner with its obligations
under subsection 18.3 with respect to the Wetlands development or offsets that
are remote from the Project Site, the "Projected Final Completion Date").

    (b) The "Final Completion Date" means the date upon which all of the
following shall have occurred:

        (i) The Pipeline Systems shall have been completed in accordance with 
the Completion Requirements and Applicable Laws, and tested in accordance with
the procedure set forth in Exhibit 3.4 (and the Pipeline System shall have
passed such tests);

        (ii) Following such testing, the Pipeline Systems shall have been 
prepared so that they could, if Owner so chose, be immediately filled with
propylene, ethylene and natural gasoline, respectively;

         (iii) The Pipeline Systems shall be capable of operating in accordance
with the Performance Requirements;

         (iv) The meter stations shall have been installed and tested, and 
shall be capable of being manually operated. The SCADA and SCADA interface
system does not have to be complete for the Final Completion Date to have
occurred; and

         (v) Contractor shall have certified to Owner that (A) the conditions 
set forth in the immediately preceding clauses (i), (ii), (iii), and (iv) have
been satisfied.

    (c) At Owner's sole discretion, Owner may declare in writing that the
Final Completion Date has occurred, notwithstanding the fact that certain
immaterial items remain to be accomplished.

8.3 Liquidated Damages and Completion Bonus.

    (a) If on the Projected Final Completion Date the Final Completion Date
shall not have occurred then Contractor shall pay Owner as Owner's sole remedy
for such delay as liquidated damages an amount determined based on the following
sliding scale:


                                       16
<PAGE>   21


<TABLE>
<CAPTION>
         Number of Calendar Days after the              The Per Calendar Day
         Projected Final Completion                     Liquidated
         Date the Final Completion Date Occurs          Damage Amount
         -------------------------------------          --------------------
<S>      <C>                                            <C>  
                        0-21                                  $0.00
                        22-30                               $50,000
                        31-60                               $75,000
                        61-beyond                          $100,000
</TABLE>


The total sum of liquidated damages shall not exceed $4 million. Any such
liquidated damages shall be paid within 30 days after the Final Completion Date.
No additional liquidated damages shall accrue following any termination of this
Agreement by Owner under subsection 16.1(a).

         (b) If the Final Completion Date occurs prior to the Projected Final
Completion Date, then Owner shall pay Contractor as an early completion bonus an
amount determined based on the following sliding scale:

<TABLE>
<CAPTION>
         Number of Calendar Days prior to
         the Projected Final Completion                 The Per Calendar Day Early
         Date the Final Completion Date Occurs          Completion Bonus Amount
         -------------------------------------          --------------------------
<S>      <C>                                            <C>  
                           0-14                                   $0.00
                           15-21                                 $25,000
                           22-beyond                             $50,000
</TABLE>


The total sum of any such early completion bonus payment shall not exceed $1.5
million. Any such early completion bonus payment shall be paid within 30 days
after the Final Completion Date.

         (c) Contractor acknowledges that Owner's business will be damaged if
the Final Completion Date does not occur by the Projected Final Completion Date,
and Contractor and Owner agree that the exact measurement of such damages is
difficult, if not impossible, to determine, and the amounts provided for in
subsection 8.3(a) as liquidated damages are reasonable estimates of the damages
to Owner's business caused by such delay.

         (d) For illustrative purposes only, attached hereto as Exhibit 8.3(d)
are example calculations of liquidated damages and completion bonuses.

8.4      Delay.

         (a) If the progress of the Work on the critical path of the most recent
updated version of the Project Schedule or the performance of any other
obligation hereunder is delayed at any


                                       17
<PAGE>   22


time by (i) an act or negligence of Owner ("Owner Delay") or (ii) Force Majeure
as defined in Appendix A, in each case not reasonably anticipated by Contractor
and beyond Contractor's reasonable control, then the Projected Final Completion
Date shall be extended for the days of delay and Contractor shall not be liable
for the failure to perform any obligation hereunder that is affected by a Force
Majeure during the period of such Force Majeure; provided, however, that
Contractor shall not be entitled to any extension or relief from liability to
the extent that any such event could have been prevented or overcome by
Contractor through the exercise of such diligence and reasonable care as would
be exercised by a prudent person under similar circumstances. Contractor shall
as far as reasonably possible, remedy any delay due to Force Majeure with all
reasonable dispatch.

         (b) In the event Contractor is delayed at any time in the progress of
the Work, extension of the Projected Final Completion Date as provided for
herein shall be Contractor's sole and exclusive remedy for such delay, unless
the same shall have been caused by an Owner Delay and then only if and to the
extent that such Owner Delay continues for 3 days after Owner's receipt of
written notice from Contractor stating with specificity the act constituting
Owner Delay. Owner's exercise of any of its rights or remedies provided for in
the Contract Documents or under Applicable Laws shall not be construed as an
Owner Delay. Contractor shall not be entitled to any damages or reimbursement
for any losses and, except as expressly otherwise provided above in this
paragraph (b), shall not be entitled to any compensation on account of any delay
or delays resulting from any cause other than an Owner Delay, whether such cause
is foreseen or unforeseen, reasonable or unreasonable.

         (c) The Projected Final Completion Date and the Contract Sum take into
full consideration the effect of inclement weather normally to be expected
during the construction period for the Project and such effect shall be
accounted for in the Project Schedule on both cost and time for completing the
Work. The Project Schedule shall incorporate Contractor's expectation that it
will experience weather delay during construction of the Project.
Notwithstanding the definition of Force Majeure in Appendix A, an extension in
the Projected Final Completion Date for weather delays may be claimed only for
delays incurred during normal business hours (i.e., 7:00 a.m. to 5:00 p.m.) on
Monday through Sunday of a given week (but excluding any holiday) and only after
Contractor has previously been delayed by weather for at least 30 consecutive
days.

         (d) Contractor shall notify Owner in writing of any delay that would
extend the Projected Final Completion Date as soon as reasonably possible after
the occurrence of the delay. Contractor shall provide in the notice an estimate
of the probable effect of such delay on the progress of the Work.

8.5 Owner's Obligations. Owner shall furnish Contractor with all information
which Owner is required to furnish to Contractor within the time limits
expressly required hereunder. Decisions and approvals required of Owner under
the Contract Documents shall be provided within a reasonable period of time, not
to exceed 7 days.


                                       18
<PAGE>   23


8.6 Time of the Essence. Time is of the essence as to the Contract Documents and
completion of the Work, provided that Owner's sole remedy for any delay of the
Final Completion Date shall be as provided in subsection 8.3.


SECTION 9         CONTRACT SUM

9.1 Contract Sum. Owner shall pay to Contractor for the performance of the Work
the sum of $71,561,000 (said amount, as it may be increased or decreased in
strict accordance with the Contract Documents including but not limited to the
provisions of subsection 5.7 of this Agreement, is herein called the "Contract
Sum"). Contractor acknowledges and agrees that the Contract Sum includes (i) the
cost of all Materials, labor, fabrication, design, engineering, construction,
installation, services, Rights-of-Way acquisition costs (except as otherwise
provided in subsection 5.6) and other items necessary to complete the Project
and the Work in accordance with the Contract Documents, (ii) without in any way
limiting the clause immediately preceding, all amounts necessary for trench
excavation and safety protection and for special shoring requirements of the
State of Texas, as well as any other Applicable Laws, and (iii) the profit and
overhead of Contractor for construction of the Project and the performance of
the Work, provided that Contractor shall be permitted additional overhead and
profit for Change Work to the extent and only to the extent expressly permitted
under this Agreement.

9.2 Unit Prices. Owner hereby acknowledges and accepts, and Contractor hereby
guarantees, the "Unit Prices" set forth in Exhibit 9.2 attached hereto. If any
Unit Price increases or decreases above the permitted amount in Exhibit 9.2,
such increase or decrease shall not change the Contract Sum.


SECTION 10 SUBCONTRACTS AND OTHER AGREEMENTS

10.1 Obligation to Subcontract. Contractor shall subcontract with a pipeline
construction contractor to furnish superintendents, foremen, labor, equipment,
machinery, tools, materials and supplies necessary to perform construction of
the Pipeline Systems in a diligent and workmanlike manner, provided that Owner
shall have the right to approve such Subcontractor, but such approval shall not
be unreasonably withheld.

10.2 Right to Subcontract. Subject to subsection 10.1, Contractor may
subcontract any part of the Work and may enter into agreements with
Subcontractors to provide Services or Materials for use with or incorporation
into the Work (any such agreement herein referred to as a "Subcontract"). Owner
shall have the right to approve, which approval shall not be unreasonably
withheld, any Subcontractor prior to the execution of any Subcontract that
provides for payments under such Subcontract in excess of $500,000.

10.3 Subcontractor Relations. Contractor shall contract with each and every
Subcontractor solely in the name and on behalf of Contractor, and no provision
contained herein or in any other Contract Document nor approval by Owner of any
Subcontractor or Subcontract shall be


                                       19
<PAGE>   24


construed as creating any contractual relationship between any Subcontractor and
Owner, release Contractor from any liability arising out of the performance of
any portion of the Work by such Subcontractor or be used as an argument by
Contractor that Owner is estopped from asserting or has waived its right to
assert that Contractor is fully responsible for any liability arising out of the
performance of the Work by such Subcontractor.

10.4 Subcontractor and Suppliers Warranties. All guarantees and warranties of
Materials and Services furnished to Contractor or Subcontractors by any
Subcontractor, sub-subcontractor, manufacturer or supplier shall be deemed to
run for the benefit of Owner. Contractor shall, on the Final Completion Date,
assign to Owner the benefits of all guarantees and warranties of all
Subcontractors, sub-subcontractor manufacturers and suppliers engaged for the
Project, but such assignment shall not relieve Contractor of its warranty
obligations to Owner under the Contract Documents or Applicable Laws.
Notwithstanding the foregoing assignment, Contractor shall, upon completion of
the Project deliver to Owner as part of the Data Books all guarantees and
warranties furnished for the Project, with duly executed instruments confirming
the assignment of the guarantees and warranties to Owner. The guarantees and
warranties together in the Data Books shall be properly indexed. Contractor
shall obtain from each Subcontractor, sub-subcontractor, manufacturer and
supplier guarantees and warranties upon standard terms and periods generally
offered by the Subcontractor, subsubcontractor, manufacturer or supplier. In
addition, Contractor shall request from each Subcontractor, sub-subcontractor
manufacturer and supplier any extended guarantee or warranty offers which the
Owner may evaluate and may wish to purchase at Owner's expense.


SECTION 11 APPLICATIONS FOR PAYMENT

11.1     Applications for Payment.

         (a) No later than the first business day of the month in which one of
the payments described in Exhibit 11.1 (Schedule of Monthly Payments) becomes
due, Contractor shall deliver to Owner one original and two copies of a
completed invoice (an "Application for Payment') for such progress payment. The
schedule includes a column indicating February 1999 payment totaling $2,272,000,
which is comprised of Contractor's invoices to Owner and Owner's down payment
for Materials or equipment, if any, prior to the execution date of this
Agreement. Payment for any of these amounts that have not been paid upon
execution of this Agreement shall be paid on or before February 15, 1999.

         (b) Each Application for Payment shall constitute a certificate by
Contractor that (i) the payment therein requested is justly due Contractor on
account of all Work for which the Application for Payment is being submitted,
(ii) the Work performed to the date of the Application for Payment has been
performed in accordance with the Contract Documents, (iii) the materials for
which the Application for Payment is being submitted have or will be installed
or incorporated in the Project or delivered to the Project Site or held off the
Project Site and complying with the provisions of this paragraph (b), (iv)
Contractor is not then in default under the Contract Documents or if Contractor
is in default, Contractor shall specify the default of


                                       20
<PAGE>   25


which it is aware, (v) there are no known mechanics' or materialmen's liens
outstanding at the date of the Application for Payment, (vi) all due and payable
bills with respect to the Work have been paid to date or are included in the
amount requested in the current Application for Payment, and (vii) except for
such bills not paid, there is no known basis for the filing of any mechanics' or
materialmen's liens on the Work.

11.2 Retainage. Notwithstanding any provision herein to the contrary, Contractor
agrees that 5 percent (5%) of amounts payable on account of Work performed or
supplied shall be retained by Owner until the final payment of the Contract Sum
is payable to Contractor under the provisions of Section 12. The contract
executed with the pipeline construction Subcontractor shall provide that the
Contractor shall retain 10 percent (10%) of each progress payment to be made to
the Subcontractor.

11.3 Owner's Right to Withhold Approval. Owner may withhold its approval of an
Application for Payment, in whole or in part, to the extent reasonably necessary
to protect Owner from loss on the following grounds:

     (a) defective Work not remedied within a reasonable time following
written notice thereof;

     (b) third party claims filed which Contractor has not bonded over;

     (c) failure of Contractor to make payments to Subcontractors as required 
by the applicable agreements or for labor, materials, equipment, taxes, permits
or any other item or matter for which Contractor is responsible under the
Contract Documents other than during any good faith dispute relating thereto;

     (d) damage to Owner caused by Contractor and not remedied within a 
reasonable time;

     (e) failure to carry out the Work in accordance with the Contract
Documents after receiving seven days written notice of such failure; or

     (f) satisfaction of any claims against Contractor arising under any
indemnities contained in the Contract Documents.


SECTION 12        PAYMENTS TO CONTRACTOR

12.1 Owner's Review and Obligation to Fund. Within 15 days after its receipt of
an Application for Payment and all documents required to accompany such
Application for Payment, Owner will pay Contractor so much of the Application
for Payment as Owner approves, it being understood that Owner shall have no
right to withhold approval except to the extent permitted under this Agreement
or other Contract Documents or as permitted under Applicable Laws. Owner
recognizes the importance of prompt payment within the 15 day period and agrees
to pay


                                       21
<PAGE>   26


Interest on that portion of an Application for Payment due and not paid by Owner
within the 15 day period except where such withholding is permitted hereunder.
Owner agrees to make its payments to Contractor by electronically transferring
each payment to Contractor's bank in Houston, Texas. The wiring instructions for
such account will be provided by Contractor.

12.2 Final Payment. Final payment, constituting the final, unpaid balance of the
Contract Sum, shall be due and payable on the date all of the following
conditions are satisfied: (i) 15 days shall have lapsed from the Final
Completion Date, (ii) Contractor has delivered to Owner in exchange for such
final payment, in the form of Exhibit 12.2(a) attached hereto, a waiver of all
constitutional, statutory and contractual liens it may have against the Project;
and (iii) Contractor has delivered to Owner waivers of mechanics' and
materialmen's liens in the form of Exhibit 12.2(b) attached hereto from all
Subcontractors who have performed Work in connection with the Project or, if
Contractor is unable to obtain all such waivers, a bond in form, substance and
amount satisfactory to Owner to cover, together with Contractor's
indemnification of Owner against, any and all claims made on account of such
liens.

12.3 No Waiver of Defects. No on-site observation or review by Owner, approval
given by Owner or payment made by Owner to Contractor under this Agreement, or
partial or entire acceptance or use of the Work or the Project by Owner or any
other Person shall constitute an acceptance by Owner of Work not in compliance
with the Contract Documents or a waiver by Owner of any claims against
Contractor for any defects or deficiencies in the Work.

12.4 Owner not Required to See to Proper Application of Payments. No provision
of this Agreement or the other Contract Documents shall be construed to require
Owner to see to the proper application of monies paid to Contractor hereunder.

12.5 Owner's Limited Right to Pay Subcontractors Directly. Owner may, at its
sole option and without any obligation to do so, at any time after Owner has
given Contractor 10 days written notice of Contractor's default under the
Contract Documents or under the applicable Subcontract or if a lien is filed by
any Subcontractor, sub-subcontractor, laborer or materialmen against all or any
portion of the Project or the Project Site and such lien is not released or
bonded around to the satisfaction of Owner within 30 days after same has been
filed, make payments directly to any Subcontractor and all such payments so made
shall be without liability to Owner and shall be deemed to be made directly to
Contractor on account of the Contract Sum. For purposes of this subsection 12.5,
Contractor shall be deemed to have obtained a satisfactory bond on a lien claim
if the Parent Guarantor advises Owner in writing within such 30 day period that
such lien claim is covered by, and such Parent Guarantor will defend Owner
against such claim pursuant to, the Parent Guaranty.


SECTION 13        ACCOUNTING RECORDS

Contractor shall inspect and verify all materials and devices entering into the
Work and shall keep such full and detailed accounts as may be necessary for
proper management under the Contract Documents and as shall be satisfactory to
Owner. Owner shall have the right to audit from time to


                                       22
<PAGE>   27


time, and upon request shall be afforded access to, all of Contractor's records,
books, correspondence, instructions, drawings, receipts, vouchers, invoices for
all Materials and Services, memoranda and similar data relating to the Contract
Documents, and Contractor shall preserve all such records for the Project for a
period of 5 years, or for such longer period as may be required by Applicable
Laws, after the final payment hereunder.


SECTION 14        INSURANCE

14.1 Contractor's Insurance. At all times during the performance of the Work,
Contractor (as well as the Subcontractor engaged to install the Pipeline
Systems) will have in force with reliable insurance companies acceptable to
Owner and authorized to do business in the state or states in which Contractor
works, the following insurance:

         (a) Worker's Compensation and Employee Liability Insurance including
Alternate Employers endorsement, other states' coverage as needed, Maritime
coverage endorsement if marine exposure exists and U.S. Longshore and
Harborworkers Act coverage if work is to be performed on or near navigable
waters. The workers compensation shall provide statutory limits and employers
liability shall provide not less than $1,000,000 per accident for bodily injury
or disease.

         (b) Commercial General Liability and Umbrella Liability insurance
covering all of Contractor's operations pertaining to the Work with per
occurrence limits of not less than $6,000,000. The insurance shall be written on
an occurrence form and shall include coverage for explosion, collapse and
underground damage, contractual liability for Contractor's liability related to
the Project, separation of insured clauses and if there is an aggregate limit,
this limit will be on a per project basis. Owner shall be named as an additional
insured on these policies.

         (c) Business Automobile Insurance covering any vehicle used on or
related to this Project with per accident limits of not less than $6,000,000.
The Business Automobile Insurance shall name Owner as an additional insured.

         (d) Upon the request of Owner, Contractor will provide or cause
Subcontractor to provide "All risk" installation floater/builder's risk type
coverage including in transit with maximum deductible of $10,000 and limits
equal to the insurable value estimated for the Work (as defined in the Contract
Documents), endorsed to provide for replacement cost coverage. Such insurance
shall name Owner, as its interest appears, and any other contractors as their
interest appear. The builder's risk coverage shall be endorsed to provide for
coverage of all Materials (i) during transit to the Project Site, any other
location on which a portion of the Work is performed, each approved offsite
storage area, and each other location on which any portion of the Materials will
be stored, and (ii) during storage on the Project Site, an approved offsite
storage area and any other location on which any portion of the Materials will
be stored. Such insurance coverage shall name Owner and other contractors as an
additional insured.


                                       23
<PAGE>   28


     (e) Errors and Omissions Insurance for Engineering Design Services with
limits not less than $2,000,000 covering liabilities resulting from errors or
omissions in the design of the Pipeline Systems.

14.2 Term of Insurance, Certificates and Endorsements. All of Contractor's
insurance shall be kept in full force and effect from the date Contractor
receives its notice to continue until the Final Completion Date. All of
Contractor's insurance will contain endorsements that (i) such insurance may not
lapse or be canceled without the insurance company giving Owner at least 30 days
prior written notice of such cancellation or 10 days in the event of non-payment
of premium, (ii) Contractor will be solely responsible for payment of premiums,
(iii) waive rights of subrogation against Owner and (iv) Contractor's insurance
shall be primary in the event of overlapping coverage with insurance carried by
Owner. Before Contractor continues the Work, Contractor will deliver to Owner
certificates of insurance issued to Owner evidencing satisfactory coverage of
the types required by subsection 14.1 are in effect. Such certificates shall be
in a form acceptable to Owner and shall indicate that the endorsements required
above have been issued and are in full force and effect.

14.3 Vendor's/Subcontractor's Insurance. Contractor shall require each of its
Subcontractors (other than the Subcontractor engaged to install the Pipeline
Systems, who shall be required to maintain the same coverage as Contractor) and
each equipment vendor who will have any presence on the Project Site to maintain
the same insurance as Contractor or such insurance as is industry standard for
the type and scope of work being performed by the Subcontractor.

14.4 Violation of Policy Conditions. It shall be the responsibility of
Contractor not to violate or permit to be violated any conditions of the
insurance policies required under this Section 14, and it shall be Contractor's
duty and responsibility to impose upon each Subcontractor and have each
Subcontractor impose upon each sub-subcontractor the same responsibilities and
obligations imposed upon Contractor under the insurance provisions provided for
herein.

14.5 Waiver of Claims. CONTRACTOR HEREBY WAIVES RIGHTS IT MAY HAVE AGAINST OWNER
(INCLUDING, BUT NOT LIMITED TO, A DIRECT ACTION FOR DAMAGES) ON ACCOUNT OF ANY
LOSS OR DAMAGE OCCASIONED TO CONTRACTOR OR CONTRACTOR'S PROPERTY EXCEPT TO THE
EXTENT SUCH LOSS OR DAMAGE IS CAUSED BY THE FAULT, NEGLIGENCE OR OTHER TORTIOUS
CONDUCT, ACTS OR OMISSIONS OF OWNER OR OWNER'S DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES), ARISING FROM ANY RISK COVERED BY A STANDARD FORM ALL RISK FULL
REPLACEMENT COST PROPERTY INSURANCE POLICY. OWNER HEREBY WAIVES RIGHTS IT MAY
HAVE AGAINST CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, A DIRECT ACTION FOR
DAMAGES) ON ACCOUNT OF ANY LOSS OR DAMAGE OCCASIONED TO OWNER OR OWNER'S
PROPERTY, ARISING FROM ANY RISK COVERED BY THE BUILDER'S RISK COVERAGE
MAINTAINED BY CONTRACTOR OR WHICH CONTRACTOR CAUSES SUBCONTRACTOR TO MAINTAIN
PURSUANT TO SUBSECTION 14.1.


                                       24
<PAGE>   29


14.6 Corporate Guarantee. A Guaranty Agreement executed by Contractor's parent
corporation, Babcock International Group PLC (the "Parent Guarantor"), in the
form attached hereto as Exhibit 14.6 (the "Parent Guaranty"), together with the
certificate executed by the secretary or assistant secretary of the Parent
Guarantor evidencing the authorization of the execution and delivery of the
Parent Guaranty by the individual executing and delivering the same. Failure to
do so within 15 days of execution of this Agreement shall constitute a material
default hereunder by Contractor.


SECTION 15        INDEMNITY

15.1 CONTRACTOR INDEMNITY. CONTRACTOR WILL INDEMNIFY AND HOLD HARMLESS OWNER AND
OWNER'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (EACH AN
"OWNER INDEMNIFIED PARTY") FROM, AND SHALL REIMBURSE EACH OWNER INDEMNIFIED
PARTY FOR AND WITH RESPECT TO, ANY AND ALL COSTS, EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS FEES), CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS,
JUDGMENTS, HEARINGS, DAMAGES, LOSSES AND LIABILITIES BROUGHT OR ASSERTED BY OR
PAYABLE TO ANY THIRD PARTY (INCLUDING CONTRACTOR, ANY SUBCONTRACTOR OR ANY
SUB-SUBCONTRACTOR, OR ANY OF ITS OR THEIR AGENTS, REPRESENTATIVES OR EMPLOYEES)
ON ACCOUNT OF PERSONAL INJURY, DEATH, PROPERTY DAMAGE OR ANY OTHER FORM OF
INJURY OR DAMAGE (EACH A "CLAIM" AND COLLECTIVELY THE "CLAIMS") TO THE EXTENT
ARISING OUT OF OR RELATING OR INCIDENT TO (A) ANY NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF CONTRACTOR OR CONTRACTOR'S OFFICERS, DIRECTORS, OR EMPLOYEES, (B)
ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, (C) THE PERFORMANCE OF THE WORK BY
CONTRACTOR OR ANY OF ITS SUBCONTRACTORS OR ANY SUB-SUBCONTRACTOR OR ANY OTHER
PERSON PERFORMING ANY PORTION OF THE WORK ON BEHALF OF OR FOR THE BENEFIT OF
CONTRACTOR, OR (D) ANY FIRE, EXPLOSION OR ACCIDENT OCCURRING DURING THE
PERFORMANCE OF THE WORK; EXCEPT TO THE EXTENT SUCH CLAIMS ARE ATTRIBUTABLE OR
CAUSED BY THE SOLE, JOINT, CONCURRENT, OR COMPARATIVE NEGLIGENCE, FAULT OR
STRICT LIABILITY OF AN OWNER INDEMNIFIED PARTY. IF A THIRD PARTY FILES A LAWSUIT
OR BRINGS ANY OTHER LEGAL ACTION ASSERTING A CLAIM AGAINST AN OWNER INDEMNIFIED
PARTY, THEN CONTRACTOR, UPON NOTICE FROM THE OWNER INDEMNIFIED PARTY, SHALL
RESIST AND DEFEND SUCH CLAIM THROUGH COUNSEL REASONABLY SATISFACTORY TO THE
OWNER INDEMNIFIED PARTY. CONTRACTOR DOES NOT INDEMNIFY OWNER FROM ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, SUCH AS LOSS OF USE OR
LOSS OF PROFIT. FURTHERMORE, CONTRACTOR SHALL NOT BE LIABLE FOR ANY THIRD PARTY
ECONOMIC OR FINANCIAL LOSSES. CONTRACTOR'S OBLIGATIONS UNDER THIS SUBSECTION
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, AND SHALL NOT BE LIMITED IN ANY
WAY BY ANY LIMITS OF INSURANCE REQUIRED TO BE CARRIED BY CONTRACTOR HEREUNDER.


                                       25
<PAGE>   30


15.2 OWNER INDEMNITY. OWNER WILL INDEMNIFY AND HOLD HARMLESS CONTRACTOR AND
CONTRACTOR'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACH A
"CONTRACTOR INDEMNIFIED PARTY") FROM, AND SHALL REIMBURSE EACH CONTRACTOR
INDEMNIFIED PARTY FOR AND WITH RESPECT TO ANY CLAIMS TO THE EXTENT ARISING OUT
OF OR RELATING OR INCIDENT TO (A) ANY NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
OWNER OR OWNER'S OFFICERS, DIRECTORS, OR EMPLOYEES, OR (B) ANY BREACH OF THIS
AGREEMENT BY OWNER; EXCEPT TO THE EXTENT ANY SUCH CLAIMS ARE ATTRIBUTABLE OR
CAUSED BY THE SOLE, JOINT, CONCURRENT, OR COMPARATIVE NEGLIGENCE, FAULT OR
STRICT LIABILITY OF A CONTRACTOR INDEMNIFIED PARTY. IF A THIRD PARTY FILES A
LAWSUIT OR BRINGS ANY OTHER LEGAL ACTION ASSERTING A CLAIM AGAINST A CONTRACTOR
INDEMNIFIED PARTY, THEN OWNER, UPON NOTICE FROM SUCH CONTRACTOR INDEMNIFIED
PARTY, SHALL RESIST AND DEFEND SUCH CLAIM THROUGH COUNSEL REASONABLY
SATISFACTORY TO SUCH CONTRACTOR INDEMNIFIED PARTY. OWNER DOES NOT INDEMNIFY
CONTRACTOR FROM ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES,
SUCH AS LOSS OF USE OR LOSS OF PROFIT. FURTHERMORE, OWNER SHALL NOT BE LIABLE
FOR ANY THIRD PARTY ECONOMIC OR FINANCIAL LOSSES. OWNER'S OBLIGATIONS UNDER THIS
SUBSECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

15.3 Other Provisions; Survival. The indemnification obligations of Contractor
in this Section 15 are in addition to and shall not limit or be limited by any
other indemnity obligations contained herein. Notwithstanding any other
provision of this Agreement, the indemnity obligations contained in this
Agreement, including the indemnity obligations contained in this Section 15, are
intended to and shall survive the termination or expiration of this Agreement.


SECTION 16 TERMINATION, STOPPAGE OF WORK, OWNER'S RIGHT TO CARRY OUT WORK

16.1 Termination by Owner With Cause.

     (a) Subject to subsection 8.4, Owner may terminate this Agreement after 5
days' prior written notice to Contractor, if Contractor:

         (i) refuses or fails to supply enough properly skilled workers or
proper materials;


                                       26
<PAGE>   31


             (ii) fails to make payment to Subcontractors for materials or labor
in accordance with the respective agreements between Contractor and the
Subcontractors except during any good faith dispute relating to such agreements
or as a result of any failure by Owner to make any payment to Contractor under
this Agreement;

             (iii) fails to comply with any Applicable Laws, which failure shall
have a material adverse effect on Owner's or Contractor's performance under this
Agreement;

             (iv) makes a general assignment for the benefit of its creditors,
is unable to pay its debts as they become due, or becomes the subject of any
voluntary or involuntary bankruptcy, insolvency, arrangement, reorganization or
other debtor relief proceeding under any law, state or federal, now or hereafter
in existence which remains unstayed 60 days after filing;

             (v) fails to cause the Final Completion Date to occur by the date
90 days following the Projected Final Completion Date;

             (vi) otherwise is in default of any material provision of the
Contract Documents or otherwise fails to perform any of its material obligations
under the Contract Documents.

         (b) If Owner terminates this Agreement pursuant to paragraph (a) of
this subsection 16.1, Contractor shall not be entitled to receive further
payments on the Contract Sum unless Contractor is entitled to payment under
paragraph (c) of this subsection 16.1.

         (c) If Owner terminates this Agreement pursuant to this paragraph and
the Contract Sum:

             (i) exceeds the sum of (x) the cost incurred by Owner to complete
the entire Project and Work, (y) all other reasonable costs, expenses and
damages suffered by Owner as a result of the default or breach by Contractor or
other reason supporting Owner's termination pursuant to paragraph (a) of this
Section, and (z) all amounts paid by Owner to Contractor under the Contract
Documents, then Contractor shall be paid the amount of such excess; or

             (ii) is less than the total of the costs and amounts described in
clauses (x), (y) and (z) under subparagraph (i) preceding, then Contractor shall
pay to Owner the amount by which such costs and amounts exceed the Contract Sum.

16.2 Termination by Contractor with Cause. Contractor may terminate this
Agreement after 10 days' prior written notice to Owner, if Owner:

         (a) fails to pay any amount referred to in subsection 16.2(c) within 5
days after the later of Owner's receipt of written demand for such payment or
the resolution of any dispute between the Parties relating to such amount;

         (b) fails to comply with any Applicable Laws or any federal, state,
county, city, and municipal laws, codes, statutes, rules, regulations and orders
applicable to Owner or its operations conducted under the Contract Documents;
which failure shall have a material adverse effect on Owner's performance under
this Agreement;


                                       27
<PAGE>   32


         (c) makes a general assignment for the benefit of its creditors, is
unable to pay its debts as they become due, or becomes the subject of any
voluntary or involuntary bankruptcy, insolvency, arrangement, reorganization or
other debtor relief proceeding under any law, state or federal, now or hereafter
in existence, which remains unstayed 60 days after filing; or

         (d) otherwise is in default of any material provision of the Contract
Documents or otherwise fails to perform any of its material obligations under
the Contract Documents.

Notwithstanding any such termination, Contractor shall be entitled to receive
all amounts owing to Contractor under the Contract Documents.

16.3     Owner's Rights upon Termination of Agreement.

         (a) Upon a termination of this Agreement pursuant to subsection 16.1,
subsection 16.2 (provided Owner shall have paid Contractor all amounts owing to
Contractor under the Contract Documents), or by the agreement of the Parties,
Contractor shall:

             (i) cease performance of the Work, but take immediate steps for a
period not to exceed 3 days to preserve and protect Work completed and in
progress and to protect materials, supplies, and equipment at the Project Site
or in transit; and

             (ii) upon request of Owner, deliver and assign to Owner (but in no
event shall Owner be liable for any actions or defaults of Contractor occurring
prior to such delivery and assignment) any and all contracts, subcontracts,
purchase orders, bonds and options made by Contractor in performance of the
Work, and deliver to Owner true and correct originals of all Contract Documents
and all other materials relating to the Work which belong to Owner, together
with all papers and documents relating to governmental permits, orders placed,
bills and invoices, and lien releases obtained or issued in connection with the
Work.

         (b) Upon a termination of this Agreement pursuant to subsection 16. 1,
Owner may, without prejudice to any other rights or remedies of Owner, (i) take
possession of the Project Site and all materials, equipment, tools, and
construction equipment and machinery on the Project Site owned by Contractor,
(ii) accept assignment of subcontracts from any of Contractor's subcontractors,
and (iii) finish the Work by whatever method shall reasonably be appropriate.

16.4     Stoppage of Work.

         (a) Except as provided in paragraphs (b) and (c) below, in the event of
a dispute, controversy or question between Owner and Contractor with respect to
the interpretation of the Contract Documents, the performance of any portion of
the Work, the delivery of any Materials, the payment of disputed monies or
otherwise (the Parties acknowledging that undisputed monies will be paid when
due), Owner and Contractor agree that pending the resolution or settlement of


                                       28
<PAGE>   33


such dispute, controversy or question, Contractor shall not directly or
indirectly stop or delay the performance of the Work, including, without
limitation, the delivery of Materials to the Project Site.

         (b) If Contractor fails to correct any Work which is not in accordance
with the requirements of the Contract Documents within a reasonable time after
written notice thereof or persistently fails to carry out the Work in accordance
with the Contract Documents, Owner, by written order signed personally or by an
agent specifically so empowered by Owner in writing, may order Contractor to
stop the Work, or any portion thereof until the cause for such order has been
eliminated. The right of Owner to stop the Work shall in no way create any
obligation upon Owner to exercise such right for the benefit of Contractor or
any other person or entity.

         (c) If Owner fails to pay Contractor any portion of the Contract Sum as
and when required hereunder and such portion of the Contract Sum is not disputed
by Owner, Contractor shall have the right to stop the Work unless such amount is
paid to Contractor within 10 days after Owner's receipt of written demand for
the payment thereof.

16.5 Owner's Right to Carry Out the Work. If Owner would be entitled to suspend
Work under subsection 16.4(b), Owner may, without prejudice to other remedies
Owner may take (but shall not be obligated to take) such action as is reasonably
necessary to cause such Work to be carried out in accordance with the Contract
Documents. In such a case, an appropriate Change Order shall be issued deducting
from the Contract Sum the cost of carrying out such Work in accordance with the
Contract Documents, provided that if such costs exceed the unfunded Contract
Sum, then Contractor shall pay Owner an amount equal to the amount by which such
costs exceed the unfunded Contract Sum.


SECTION 17 OWNERSHIP OF DOCUMENTS AND PATENT INFRINGEMENT

17.1 Ownership of Documents. All information (whether or not contained in
written documents), drawings, specifications, plans, engineering calculations,
computer and word processing disks and data contained thereon, computations,
sketches, test data, surveys, models, photographs, discoveries, inventions,
improvements to Owner's existing systems, processes or methods and all other
work product prepared by Contractor or Contractor's consultants or vendors of
equipment for the Project or their respective employees as a direct result of
the performance of Contractor's obligations hereunder or conceived, discovered
or invented by Contractor or its consultants or their respective employees as a
result of or in connection with the design, development, construction,
fabrication, manufacture, assembly or erection of the Project (all such
information, drawings, specifications, reports or other documents herein
collectively referred to as the "Work Product") are prepared as "work made for
hire," as that phrase is defined in Section 10.1 of Title 17 of the United
States Code (Public Law 94-553), and all title, ownership, copyright and patent
privileges with respect to Work Product are, and shall at times be, in Owner and
such Persons as Owner may designate, provided Owner shall have paid to
Contractor all sums owed to Contractor under this Agreement. Without limiting
the foregoing, Contractor shall as a condition to final payment hereunder,
execute a written assignment which


                                       29
<PAGE>   34


unconditionally assigns to Owner all Work Product. Contractor shall have no
right to use any Work Product on any project other than the Project, without
Owner's prior written consent, which may be given or withheld in Owner's sole
discretion. Contractor's previously copyrighted or patented discoveries,
improvements, or inventions shall not be deemed Work Product under this
paragraph. Contractor shall have no responsibility for any use to which the Work
Product is put other than that for with it is prepared under this Agreement.

17.2 Delivery of Work Product. Upon completion of the Project and acceptance by
Owner, Contractor shall deliver to Owner all written Work Product for the
Project, except that Contractor may retain one copy for archival purposes only.
Contractor shall execute and deliver to Owner any documents, reasonably
evidencing and acknowledging the ownership of the Work Product by Owner,
provided Owner shall have paid to Contractor all sums owed to Contractor under
this Agreement. Contractor shall organize all Rights-of-Way acquisition work in
files corresponding with the alignment drawings.

17.3 Patent Infringement.

     (a) Contractor warrants that neither the Work Product nor any equipment
manufactured or fabricated by Contractor will constitute an infringement of any
perfected valid and enforceable United States patent or copyright. Contractor
shall be liable to and hereby agrees to defend, indemnify and hold harmless the
Owner Indemnified Parties against any of them for infringement of any copyright
or United States patent arising out of the use of any of the Work Product or
based on a claim that the equipment or part thereof manufactured or fabricated
by Contractor infringed any such patent or copyright. Owner shall promptly
notify Contractor of any claim asserted against an Owner Indemnified Party and
Owner shall cooperate in the defense of any such claim, but Contractor shall be
solely responsible for bearing the expense of defending any such claim and for
any judgment or award (including costs and attorneys fees) based on any such
claim. If any of the Work Product or such equipment is adjudged to violate a
patent or copyright, Contractor shall use its best efforts to obtain for Owner
the right to use such Work Product or equipment or modify the Work Product or
equipment to become non-infringing provided, however, any such modification
shall be acceptable to Owner.

     (b) Contractor does not assume any liability for patent infringement due to
changes in Work Product or equipment made at the request of Owner or engineering
designs furnished by Owner.

17.4 Specific Enforcement. The rights of Owner under this Section 17 shall be
specifically enforceable.


SECTION 18 ADDITIONAL RIGHTS AND OBLIGATIONS

18.1 Right to Let Additional Contracts. Owner reserves the right to award
contracts to consultants and other contractors to perform other work at the
Project Site which Contractor is not under any obligation to perform, provided
that such other contractors and consultants shall


                                       30
<PAGE>   35


not unreasonably interfere with the performance of the Work by Contractor.
Contractor agrees to cooperate with any such consultants and other contractors
to the extent possible without unreasonable disruption of the Work.

18.2 Owner's Right to Access Work. Contractor shall at all times provide Owner
and its authorized employees, agents and representatives complete opportunity
and facilities for observation of the Work and materials stored at the Project
Site or at locations off the Project Site or in the course of fabrication by
Contractor and Subcontractors. Contractor shall provide safe and proper
facilities for such access and observation. Contractor shall abide by such
reasonable observation procedures and requirements as may be established by
Owner. No observation performed or failed to be performed by Owner or other
parties permitted to make observations hereunder shall be a waiver of any of
Contractor's obligations hereunder or be construed as any acceptance of the Work
or any part thereof

18.3 Wetlands. Contractor shall ensure that the construction of the Project
complies with all Wetlands Laws (the "Wetlands Requirements"). Contractor shall
prepare all permit applications and secure approvals for conducting the Work in
Wetlands areas from all governmental authorities with jurisdiction over Wetlands
Requirements along the Projected Pipeline Rights-of-Way. Owner shall use Best
Efforts to assist Contractor in securing all required approvals for the Work in
Wetlands areas. Contractor shall be responsible for all required Wetlands damage
mitigation and remediation conducted at or along the pipeline construction route
and the Projected Pipeline Rights-of-Way. Owner shall be responsible for all
Wetlands development or offsets that are remote from the actual Project Site and
are required by a governmental authority. Owner shall promptly comply, in a
manner that does not delay the Work, with all of Owner's obligations hereunder
necessary to obtain approval to conduct the Work in Wetlands areas.

Contractor shall use Best Efforts to select construction techniques that
minimize or mitigate damage to Wetlands areas and that minimize the requirement
for off-site (away from the Projected Pipeline Rights-of-Way) Wetlands
development or offset.

18.4 Additional Work. Fina may undertake to employ other workers, award other
contracts, or utilize its own workers (collectively "Fina Workers") to perform
additional work anywhere in the vicinity of the Work near Fina's Port Arthur,
Texas, refinery and Plant. Contractor and Subcontractors shall fully cooperate
with such Fina Workers and coordinate Work hereunder with such additional work
of Fina Workers, as may be required. Fina may also designate from time to time
other architects, engineers, consultants and professionals to administer,
coordinate or otherwise participate in part or all of the Work at the Plant.
Contractor and Subcontractors will cooperate with these other professionals as
required by the Drawings and Specifications and to the extent necessary to
ensure safe start up of the Owner's metering facility at the Plant.


SECTION 19 MISCELLANEOUS PROVISIONS

19.1 Entire Agreement. The Contract Documents together with the letter agreement
executed by the parties dated the date hereof, constitute the entire agreement
between Owner and


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<PAGE>   36


Contractor relating to the Work and supersede all prior agreements and
understandings relating to the subject matter thereof including Agreement No.
PDC-3430 and Work Authorization No. 1 to Agreement No. PDC-3430 entered into
between Eagleton Engineering Company and TE Products Pipeline Company, Limited
Partnership.

19.2 Controlling Law. The Contract Documents shall be governed by and construed
in accordance with the laws of the State of Texas.

19.3 Non-Waiver. No failure to exercise, and no delay in exercising any right,
power, or remedy under the Contract Documents by either Party shall impair any
right, power, or remedy which such Party may have, nor shall such failure or
delay be construed to be a waiver of any such rights, powers, or remedies, or an
acquiescence in any breach or default under the Contract Documents, nor shall
any waiver of any breach or default be deemed a waiver of any default or breach
subsequently occurring under the Contract Documents.

19.4 Non-Invalidity. In case any one or more of the provisions contained in the
Contract Documents should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
in the Contract Documents shall not in any way be affected or impaired thereby.

19.5 Notices. All approvals, notices and demands required hereunder, and all
other communications relating to a breach or default under the Contract
Documents or a violation of any Applicable Laws, shall be in writing and shall
be personally delivered, sent by expedited delivery service, mailed by first
class or certified mail, return receipt requested, postage prepaid, or delivered
by prepaid telecopy, to the Party to be served at the address to which such
Party may from time to time notify the other Party in writing in accordance
herewith. All such approvals, notices, demands, and other communications shall
be effective when received.

19.6 Undefined Terms. In the event a term or phrase is not defined in this
Agreement, such term or phrase shall have the meaning generally given to it in
the construction industry.

19.7 Attorneys Fees. In the event any legal action or proceeding between Owner
and Contractor arises from or as a result of the Contract Documents, the losing
Party shall pay to the prevailing Party the latter's reasonable attorneys' fees
and expenses incurred in any such action or proceeding.

19.8 Assignment. Owner has entered into this Agreement with Contractor in
reliance upon the unique knowledge, experience and expertise of Contractor in
the construction of the Project and performance of the Work. Contractor shall
not transfer, assign or otherwise convey its interest in this Agreement without
the prior written consent of Owner, which consent may be withheld in Owner's
sole discretion, and, subject to Section 10, agrees that Owner shall not be
required to accept performance under this Agreement from any Person other than
Contractor, including, without limitation, any Trustee of Contractor appointed
under the Bankruptcy Reform Act of 1978, 11 U.S.C. Section 101 et. seq., as
amended, and any assignee of such Trustee.


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<PAGE>   37


19.9 Contractor Authority. Contractor represents to Owner that (i) Contractor is
duly incorporated and legally existing under the laws of the State of Texas and
is duly qualified to do business in the State of Texas, (ii) Contractor has all
requisite power and all governmental certificates of authority, licenses,
permits, qualifications and other documentation to perform its obligations under
this Agreement, and (iii) the execution and delivery by Contractor of this
Agreement and the performance of its obligations hereunder have been authorized
by all necessary corporate action on its behalf.

19.10 Owner Authority. Owner represents to Contractor that (i) Owner is duly
formed and legally existing under the laws of the State of Delaware and is duly
qualified to do business in the State of Texas, (ii) Owner has all requisite
power and all governmental certificates of authority, licenses, permits,
qualifications and other documentation to perform its obligations under this
Agreement, and (iii) the execution and delivery by Owner of this Agreement and
the performance of its obligations hereunder have been authorized by all
necessary action on its behalf.

19.11 Exhibits. Each exhibit, appendix and schedule attached to this Agreement
or attached to any exhibit or appendix attached hereto is made a part hereof for
all purposes.

19.12 Waiver of Jury Trial. In any action brought in any court by either Party
concerning this Agreement, a right to a trial before a jury shall be waived.

         IN WITNESS WHEREOF, Owner and Contractor have respectively executed
this Agreement in multiple counterparts, effective as of the day and year stated
on the first page hereof.


OWNER:                                       CONTRACTOR:

TE PRODUCTS PIPELINE COMPANY,                EAGLETON ENGINEERING COMPANY,
LIMITED PARTNERSHIP,                         a Texas corporation
a Delaware limited partnership


By: Texas Eastern Products Pipeline Company  By: /s/ C. D. CAGLE
    General Partner                             --------------------------------
                                             Name: C. D. Cagle
                                                  ------------------------------
    By: /s/ O. HORTON CUNINGHAM              Title: President
       ------------------------------------        -----------------------------
    Name: O. Horton Cuningham
         ----------------------------------
    Title: Vice President
          ---------------------------------


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<PAGE>   38


                                   APPENDIX A
                                       TO
                     AGREEMENT BETWEEN OWNER AND CONTRACTOR

                                   DEFINITIONS

"Applicable Laws" means all federal, state, county, city, and municipal laws,
codes, statutes, rules, regulations, permits and orders applicable to the design
and construction of the Pipeline Systems or the performance of the Work,
including without limitation (i) Railroad Commission of Texas Pipeline Safety
Rules, Part 195, "Transportation of Hazardous Liquids by Pipeline", (ii) the
Code of Federal Regulations, Title 49, Part 195, "Transportation of Hazardous
Liquids by Pipeline" and (iii) all other applicable federal, state, county, city
and municipal environmental, waste and hazardous material laws, codes, statutes,
rules, regulations and orders.

"Application for Payment" has the meaning given in subsection 11.1.

"Best Efforts" shall mean commercially reasonable good faith efforts under the
circumstances, without any requirements that any party be obligated (a) to pay
any penalty, premium or undue consideration to obtain any waiver, consent,
approval or election, (b) to modify its rights or obligations under any existing
agreement, lease or other contract, or (c) to violate any Applicable Laws.

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

"Change Order" has the meaning given in subsection 6.4.

"Change Order Proposal" has the meaning given in subsection 6.4.

"Change Work" has the meaning given in subsection 6.4.

"Claim" has the meaning given in subsection 15.1.

"Commission" means the Texas Railroad Commission or any successor Texas
governmental body or agency having regulatory oversight of a Common Carrier.

"Completion Requirements" has the meaning given in subsection 3.4.

"Contract Documents" has the meaning given in subsection 4. 1.

"Contract Sum" has the meaning given in subsection 9.1.

"Contractor" has the meaning given in the preamble.

"Contractor Indemnified Party" has the meaning in subsection 15.2.


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<PAGE>   39


"Data Books" means the design and construction data books and the material and
equipment data books provided by Contractor to Owner pursuant to subsection
7.14.

"Drawings and Specifications" means the final drawings, diagrams, plans and
specifications for the construction and installation of the Project prepared by
Contractor in accordance with subsection 4.2.

"Ethylene Pipeline" has the meaning given in subsection 3.2.

"Fina" shall mean Fina Oil and Chemical Company.

"Final Completion Date" has the meaning given in subsection 8.2.

"Force Majeure" shall mean acts of God, (except as otherwise provided in
subsection 8.4(c) of the Agreement); strikes, lockouts, or other industrial
disturbances, which by the exercise of reasonable diligence could not have been
avoided; acts of public enemies; wars; blockades; insurrections; riots; fires;
floods; washouts; necessity for compliance with any court order, Applicable
Laws, regulation or ordinance promulgated by any governmental authority having
jurisdiction over the parties, or jurisdiction over any person supplying labor,
material, or any item or items necessary to the performance of the Work; civil
disturbances, explosions or any other cause of the kind or type herein recited
beyond the reasonable control of Contractor. Settlement of strikes, lockouts or
other industrial disturbances shall be entirely within the discretion of the
party having the difficulty.

"Interest" means (i) the prime rate as published in the Wall Street Journal plus
three percent or if such rate is unlawful the highest lawful rate permitted.

"Materials" has the meaning given in subsection 6. 1.

"Mont Belvieu South Terminal" means Owner's terminal facility located in Mont
Belvieu, Texas.

"Natural Gasoline Pipeline" has the meaning given in subsection 3.2.

"Owner" has the meaning given in the preamble.

"Owner Delay" has the meaning given in subsection 8.4.

"Owner Indemnified Party" has the meaning given in Section 15.

"Parent Guarantor" has the meaning given in subsection 14.6.

"Parent Guaranty" has the meaning given in subsection 14.6.

"Parties" means Owner and Contractor.

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<PAGE>   40


"Party" means Owner or Contractor.

"Performance Requirements" has the meaning given in subsection 3.3.

"Person" means any individual, firm, partnership, corporation, company, joint
venture, trust, unincorporated organization or other entity, association or
organization, whether or not constituting a juridical entity under Applicable
Laws.

"Pipeline Rights-of-Way" means the Projected Pipeline Rights-of-Way as the same
may be modified in accordance with subsection 5. 1.

"Pipeline Systems" or "Pipeline Facilities" has the meaning given in subsection
3.2.

"Port Arthur Plant" means the refinery and related facilities owned by Fina Oil
and Chemical Company and BASF Corporation located in Port Arthur, Texas.

"Project" has the meaning given in subsection 3.2.

"Project Schedule" has the meaning given in subsection 7.2.

"Project Site" means all of the land in, on or under which any of the Pipeline
Systems are to be located, and all land adjacent thereto used in the performance
of the Work.

"Projected Final Completion Date" has the meaning given in subsection 8.2.

"Projected Pipeline Rights-of-Way" has the meaning given in subsection 5. 1(a).

"Proposal Request" has the meaning given in subsection 6.4.

"Propylene Pipeline" has the meaning given in subsection 3.2.

"Rights-of-Way" has the meaning given to it in subsection 5.1(a).

"Rights-of-Way Costs and Expense" shall mean all monetary consideration paid for
easements and permits, including but not limited to subordination agreements,
damages, and all condemnation awards, expenses and costs, including attorney's
fees and condemnation appraisals.

"Rod" shall mean 16.5 feet.

"Services" has the meaning given in subsection 6. 1.

"Subcontract" has the meaning given in subsection 10.2.


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<PAGE>   41


"Subcontractor" means any subcontractor engaged by Contractor in accordance with
this Agreement.

"Unit Prices" has the meaning given in subsection 9.2.

"Wetlands" means any lands deemed wetlands under any Wetlands Laws.

"Wetlands Laws" means the Clean Water Act, the Rivers and Harbors Act, or the
Federal Manual for Identifying and Delineating Jurisdictional Wetlands
(Delineation Manual), all regulations issued in connection with such statutes
and manuals, and all amendments or replacements of the foregoing.

"Wetlands Requirements" has the meaning given in subsection 18.3.

"Work" has the meaning given in subsection 6. 1.

"Work Product" has the meaning given in subsection 17. 1.


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<PAGE>   42


                                LIST OF EXHIBITS


<TABLE>
<S>     <C>       <C>
Exhibit 3.1       Design and Engineering Services
Exhibit 3.2(a)    Pipeline Systems Route
Exhibit 3.2(b-1)  Propylene Piping Flow Diagram
Exhibit 3.2(b-2)  Ethylene Piping Flow Diagram
Exhibit 3.2(b-3)  Natural Gasoline Piping Flow Diagram
Exhibit 3.2(c-1)  General Isometric Layout
Exhibit 3.2(c-2)  Propylene Isometric Layout
Exhibit 3.2(c-3)  Ethylene Isometric Layout
Exhibit 3.2(c-4)  Natural Gasoline Isometric Layout
Exhibit 3.2(d)    Project Design Requirements
Exhibit 3.4(a)    Testing Procedures and Requirements
Exhibit 5.2       Form of Easement
Exhibit 6.4(a)    Wage Rate Schedule
Exhibit 6.4(b)    Written Modification Form
Exhibit 7.2(e-1)  Reporting Requirements
Exhibit 7.2(e-2)  Measurement of Percentage Completion
Exhibit 8.3(d)    Calculations of Liquidated Damages and Bonuses
Exhibit 9.2       Unit Prices
Exhibit 11.1      Schedule of Monthly Payments
Exhibit 12.2(a)   Payment Form
Exhibit 12.2(b)   Waiver Form
Exhibit 14.6      Parent Guaranty
</TABLE>


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