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                      IN THE UNITED STATES BANKRUPTCY COURT
                       FOR THE SOUTHERN DISTRICT OF TEXAS
                                 LAREDO DIVISION

IN RE:                              )
                                    )
MICHAEL PETROLEUM                   )        CASE NO. 99-50569-L2-11
CORPORATION,                        )
MICHAEL PETROLEUM                   )        CASE NO. 99-50570-L2-11
ALPHA CORPORATION,                  )
MICHAEL HOLDINGS, INC.              )        CASE NO. 99-50571-L2-11
                                    )
        DEBTORS.                    )        Jointly Administered under
                                    )        CASE NO. 99-50569

             ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN OF
                       REORGANIZATION DATED JUNE 12, 2000

         On July 27, 2000, a hearing was held concerning confirmation (the
"Confirmation Hearing") of the Debtors' Second Amended Joint Plan of
Reorganization dated June 12, 2000 (hereinafter, the "June 12, 2000 Plan"),
that was filed by Michael Petroleum Corporation ("MPC"), Michael Petroleum
Alpha Corporation ("MPA"), and Michael Holdings, Inc. ("MHI") (collectively,
the "Debtors"), as debtors and debtors-in-possession, as subsequently
supplemented by the so-called "Plan Supplement" filed by the Debtors on July
20, 2000 (the "Plan Supplement"), and as subsequently modified by that
certain Debtors' First Modification Under 11 U.S.C. Section 1127(a) of Debtors'
Second Amended Joint Plan of Reorganization Dated June 12, 2000, filed July
20, 2000, and as also further modified by the terms of this Order (the June
12, 2000 Plan, as modified, and as supplemented by the Plan Supplement, is
hereinafter defined as the "Plan"). On the basis of (i) the record of this
Reorganization Case,1 including the evidence presented at the Confirmation
Hearing; and (ii) the Court's Findings of Fact and Conclusions of Law entered
simultaneously herewith, the Court hereby ORDERS, ADJUDGES AND DECREES THAT:

----------------------
      1      All capitalized terms used herein shall have the meaning ascribed
to them in the Plan, Disclosure Statement, Acquisition Agreement, and the
Court's Findings of Fact and Conclusions of Law entered herein.

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 1
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         1. The Plan complies with all applicable provisions of the Bankruptcy
Code and applicable Bankruptcy Rules relating to confirmation, including those
provisions contained in Section 1129(b) pertaining to "cram down." The Plan and
all provisions thereof (including the terms of the Acquisition Agreement, which
are deemed incorporated into the Plan), are hereby approved and confirmed in all
respects.

         2. The Debtors' estates are hereby substantively consolidated.

         3. The record of the Confirmation Hearing is closed.

         4. Two Objections were timely filed to Confirmation of the Plan: the
Objection of the Objecting Taxing Authorities and the Objection of Enogex
Exploration Corporation ("Enogex Objection"). Additionally, the S/R Royalty
Owners' Objection was filed in connection with the Section 365 Notices. All of
these objections have been resolved and withdrawn.

         5. Pending the occurrence of the Effective Date, the Debtors shall be
subject to all of the provisions of the Bankruptcy Code, except as specifically
provided in the Plan, the Acquisition Agreement, or this Order. Without limiting
the generality of the foregoing, pending the occurrence of the Effective Date:

                  a. The Debtors are authorized to operate and manage their
businesses and assets in compliance with the terms and provisions of the Plan,
the Implementation Documents, and the Bankruptcy Code.

                  b. All property to be transferred or otherwise dealt with in
the Plan shall remain property of the Debtors' bankruptcy estates, and such
bankruptcy estates shall continue until the occurrence of the Effective Date.

                  c. Unless otherwise ordered by the Court, all injunctions or
stays provided for in the Reorganization Case pursuant to Sections 105 or 362 of
the Bankruptcy Code or otherwise in effect on the Confirmation Date shall
continue in effect until the Effective Date, PROVIDED HOWEVER, that this
provision shall not affect prior orders of this Court, if any, granting relief
from the stay, and the Order entered May

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 2
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19, 2000 in Adversary Proceeding No. 00-3241 shall remain in full force and
effect until otherwise ordered by the Court.

                  d. Notwithstanding Confirmation of the Plan, this Court
retains jurisdiction as is provided in Article 9, Section 9.03 of the Plan.

         6. The Implementation Documents and all other agreements contemplated
by the Implementation Documents, including the Articles of Merger of MPC, MPA,
and MHI and the Amended and Restated Articles of Incorporation of Reorganized
MPC, are hereby approved in all respects.

         7. In accordance with Section 1142 of the Bankruptcy Code, the Debtors,
MPAC, and any and all other parties-in-interest herein are authorized and
directed, without the necessity of any further corporate action or other
approval, to immediately take any action necessary or appropriate to implement,
effectuate, and consummate the Plan and any transactions contemplated thereby or
by this Order in accordance with their respective terms, including, without
limitation, effectuating the transactions contemplated by the Implementation
Documents, and any other document, certificate, agreement, or instrument and the
transfer of any security.

         8. Any of the Chief Executive Officer, the President, any Vice
President, and the Secretary of the Debtors is authorized and designated, upon
the entry of this Order, to execute, on behalf of the Debtors, the
Implementation Documents, and any related agreements, certificates, instruments,
or documents that such officer deems necessary or advisable in order to
consummate and effectuate the Plan and the Implementation Documents and the
transactions contemplated thereby as of the time they are to become effective.
No further approval of the Board of Directors or shareholders of the Debtors
shall be required with respect to the implementation and consummation of the
Plan or the transactions contemplated by the Plan and the Implementation
Documents.

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 3
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         9. The Debtors are authorized, directed, and instructed to take all
steps necessary to implement the terms of the Plan and the Implementation
Documents, in accordance with the terms thereof both prior to and as of the
Effective Date. On the Effective Date, the transactions contemplated by the
Acquisition Agreement will close and the following will occur as more
specifically set forth in the Acquisition Agreement:

                  a.       The Debtors will consummate the transactions set
                  forth in the Acquisition Agreement, which will result
                  in the ownership of Reorganized MPC by MPAC, Wayland,
                  and the Class 6C Interest Holders. Wayland was the
                  only Class 4 Creditor who made a valid election to
                  take stock in the Reorganized MPC (rather than cash),
                  pursuant to the terms of the Plan.

                  b.       All MPC Common Stock, MPA Common Stock, and MHI
                  Common Stock (including any unexercised options,
                  warrants, or other equity interests representing the
                  right to acquire MPC Common Stock, MPA Common Stock,
                  or MHI Common Stock) shall be terminated and
                  canceled, and the indentures or statements of
                  resolution or other documentation governing such
                  issues of Common Stock and other equity interests
                  shall be rendered void, all without any further
                  action by the stockholders or directors of MPC, MPA,
                  or MHI. Only holders of EXERCISED options, warrants,
                  or other equity interests representing the right to
                  acquire MPC Common Stock, MPA Common Stock, or MHI
                  Common Stock shall participate in distributions as
                  Class 6C members. Holders of UNEXERCISED options,
                  warrants, or other equity interests representing the
                  right to acquire MPC Common Stock, MPA Common Stock,
                  or MHI Common Stock shall receive no distributions
                  under the Plan or otherwise on account of such
                  unexercised options, warrants, or other equity
                  interests.

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 4
<PAGE>

                  c.       On or before the Effective Date, MPAC will have
                  been organized having the minimum capitalization, if any,
                  required by Texas law, and its membership interests
                  will be owned by El Paso Energy Corporation or its
                  designee.

                  d.       MPC, MPA, and MHI will merge, with MPC as the
                  survivor, to become Reorganized MPC.

                  e.       Subject to the Reserve provisions set forth in
                  Section 6.04 of the Plan, 100% of the shares of
                  Reorganized MPC Common Stock will be issued under the
                  Private Equity Issue to MPAC, Wayland (as the one and
                  only Electing Class 4 Creditor), and the Class 6C
                  Interest Holders in accordance with the percentages
                  attributable to them without any further action by
                  the stockholders or directors of MPC.

                  f.       MPAC and Wayland shall enter into the Shareholder
                  Agreement.


                  g.       Reorganized MPC will enter into the Credit Facility
                  and the other "Loan Documents" referred to therein.

                  h.       The liens and security interests granted under the
                  Credit Facility and the related "Loan Documents" will
                  constitute first and prior liens and security
                  interests, free and clear of all liens or security
                  interest burdening the assets subject thereto, except
                  to the extent expressly provided otherwise therein
                  and except for valid liens of ad valorem taxing
                  authorities in respect of Year 2000 ad valorem taxes
                  not yet due and payable.

         10. Subject to the Reserve provisions set forth in Section 6.04 of the
Plan, on the Effective Date (or as soon thereafter as is practicable), the Plan
Consideration will be distributed to Creditors and Interest Holders in
accordance with the terms of the Plan and the Bankruptcy Code.

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 5
<PAGE>

         11. The Plan will be substantially consummated and Closing of the
transactions contemplated by the Acquisition Agreement will occur on the
Effective Date. Closing is anticipated to occur on or about August 11, 200.

         12. Subject to the Reserve provisions set forth in Section 6.04 of the
Plan, or as otherwise provided in the Plan, all distributions on account of any
Allowed Claim or Interest shall be made in accordancewith the terms of the Plan
on the later of (i) the Effective Date or as soon thereafter as practicable or
(ii) within thirty (30) days of the date on which such Claim or Interest is
Allowed. Distributions required to be made on a particular date shall be deemed
to have been made on such date if actually made on such date or as soon
thereafter as practicable. No payments or other distributions of property shall
be made on account of any Claim or Interest or portion thereof unless and until
such Claim or Interest or portion thereof is Allowed.

         13. The distributions of Reorganized MPC Common Stock to Wayland (the
only Electing Class 4 Creditor) and the Class 6C Interest Holders pursuant to
the Plan and the Amended and Restated Articles of Incorporation shall be exempt
from any and all federal, state, and local laws requiring the registration of
such securities pursuant to Section 1145(a)(1) of the Bankruptcy Code. Such
exemption is based on the fact that Reorganized MPC is a successor to the
Debtors whose common stock will be issued to certain holders of Claims against
and Interests in the Debtors in exchange for such Claims.

         14. The issuance of the Reorganized MPC Common Stock to MPAC, and/or
the owners of MPAC or its designee, Wayland (as the only the Electing Class 4
Creditor), and the Class 6C Interest Holders is hereby approved in all respects
and shall be free and clear of all liens, claims, interests, rights of others
and encumbrances of every kind.

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 6
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         15. The Senior Notes Trustee shall make the Plan Cash distribution to
the Holders of the Senior Notes as of the Record Date-Distributions PRO RATA.
The election of the Holders of Senior Notes pursuant to the Ballot as of the
Record Date-Balloting will bind such Holders as of the Record Date-Distribution.

         16. The fees and expenses of the Indenture Trustee shall be paid as an
Administrative Expense upon application to the Court in accordance with Section
2.01 and 2.02 of the Plan.

         17. Those Executory Contracts and Unexpired Leases proposed to be
assumed pursuant to the Plan and the Section 365 Notices are ordered assumed, as
of the Effective Date. Those Executory Contracts and Unexpired Leases proposed
to be rejected pursuant to the Plan and the Section 365 Notices are ordered
rejected, as of the Effective Date. Reorganized MPC has provided adequate
assurance of future performance of all Executory Contracts and Unexpired Leases
being assumed.

         18. Except as otherwise provided herein with respect to the S/R Royalty
Owners, Conoco, and Enogex, the cure amounts listed in the Section 365 Notice
for the assumed Executory Contracts and Unexpired Leases shall be binding and
shall be paid in cash in full on the Effective Date, or as soon as practicable
thereafter, to the respective parties owed such amounts, in accordance with
section 365(b)(1) of the Bankruptcy Code and Sections 1.03(e) and 2.01(a) of the
Plan. Except as otherwise provided herein with respect to the S/R Royalty
Owners, Conoco, and Enogex, no other cure amounts are due and owing with respect
to any of the assumed Executory Contracts and Unexpired Leases.

         19. Any and all proofs of claim arising out of the rejection of an
Executory Contract or Unexpired Lease pursuant to Article 8 of the Plan and the
Section 365 Notice must be filed within thirty (30) days after the Effective
Date. Any holder of a Claim arising out of the rejection of an Executory
Contract or Unexpired Lease who fails to file a proof of claim within such time
shall be forever barred, estopped, and enjoined from asserting such Claim
against the Debtors, their Estates, or Reorganized MPC.

         20. Disputed Claims shall be treated as follows under the Plan:

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 7
<PAGE>

                  a. OBJECTIONS TO CLAIMS. Except as otherwise provided by
this Court or in the Plan, all objections to Claims shall be filed and served
on the Holders of such Claims on or before the later of (i) sixty (60) days
after the Confirmation Date; (ii) sixty (60) days after a particular Proof of
Claim is filed, except that such Claim shall not be deemed an Allowed Claim
until after the sixty (60) day period lapses; and (iii) such additional date
as this Court may fix upon application of the Debtors; provided, however,
that no party in interest shall be required to file an objection to any Claim
listed in the Schedules as disputed, contingent, unliquidated, or
undetermined and for which no Proof of Claim was filed, which Claim shall be
barred and disallowed in its entirety. After the Effective Date, the
Committee, on behalf of Reorganized MPC, shall have the sole right to object
to or seek the estimation of any Claims.

                  b. NO DISTRIBUTIONS PENDING ALLOWANCE. Notwithstanding any
other provision of the Plan to the contrary, no distribution shall be made to
the Holder of a Disputed Claim or the Holder of a Claim who is the subject of
a proceeding against it by the Debtors, unless and until such Disputed Claim
becomes an Allowed Claim or such proceeding is resolved.

                  c. DISTRIBUTIONS AFTER ALLOWANCE. Once a Disputed Claim
becomes an Allowed Claim, distribution on account of such Claim shall be made in
accordance with the provisions of the Plan governing the Class of Claims to
which the respective Claim belongs.

         21. At any time prior to or after the Effective Date, the Debtors or
the Committee may seek the estimation of a Disputed Claim in accordance with the
applicable provisions of the Bankruptcy Code and Bankruptcy Rules for the
purpose of determining the Reserve under Section 6.04 of the Plan.

         22. Pursuant to Section 1146(c) of the Bankruptcy Code, the issuance,
transfer, or exchange of securities or other property under the Plan; the
creation, transfer, filing, or recording of any mortgage, deed of trust,
financing statement, or other security interest; or the making, delivery,
filing, or recording of any deed or other instrument of transfer under, in
furtherance of, or in connection with the Plan, shall not be

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 8
<PAGE>

subject to any stamp tax, real estate tax, conveyance, filing, or transfer
fees, mortgage, recording, or other similar tax or other government
assessment. All recording officers and other entities whose duties include
recordation of documents lodged for recording shall record, file, and accept
such documents delivered under the Plan without the imposition of any charge,
fee, governmental assessment, or tax.

         23. The Committee shall continue in existence until the Effective Date,
upon which the Committee shall disband, except to the extent necessary to
participate in or prosecute any appeals, Claim objections, Avoidance Causes of
Action and Professional fee applications.

         24. In accordance with section 1141 of the Bankruptcy Code, (a) the
Plan and each of its provisions, (b) the Implementation Documents, (c) all
documents executed in connection with and pursuant to the terms of the Plan, and
(d) the Confirmation Order shall be binding upon the Debtors, upon each Person
or entity acquiring or receiving property under the Plan, upon each lessor or
lessee of property to or from the Debtors, upon each holder of a Claim against
or equity Interest in the Debtors, whether or not the Claim or equity Interest
of such Creditor or equity Interest holder is impaired under the Plan and
whether or not such Creditor or equity Interest holder has filed, or is deemed
to have filed, a proof of Claim or equity Interest, and upon each party to this
Case, and irrespective of whether such provision of the Plan is specifically
mentioned or otherwise referred to in these Findings of Fact and Conclusions of
Law, Confirmation Order, and Judgment.

         25. In accordance with section 1141 of the Bankruptcy Code, the
consideration distributed under the Plan shall be in exchange for and in
complete satisfaction, discharge, release, and termination of, all Claims of any
nature whatsoever against the Debtors or any of their assets; and, except as
otherwise provided herein or in the Plan, or the instruments or other documents
executed in connection with the Plan (and except with respect to obligations
which the Debtors are required to perform under the Plan), the Debtors shall be
discharged and released pursuant to section 1141(d)(1)(A) of the Bankruptcy Code
from any and all debts

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 9
<PAGE>

of the kind specified in section 502(g), 502(h), or 502(i) of the Bankruptcy
Code, whether or not (a) a proof of Claim based upon such debt is filed or
deemed filed under section 501 of the Bankruptcy Code; (b) a Claim based upon
such debt is allowed under section 502 of the Bankruptcy Code; or (c) the
holder of a Claim based upon such debt has accepted the Plan. This Order
shall be a judicial determination, effective upon the occurrence of the
Effective Date, of discharge and termination of all liabilities of and all
Claims against the Debtors, except as expressly set forth, or provided for,
in the Plan, the Implementation Documents, the instruments, and other
documents executed in connection with the Plan, and this Order. Pursuant to
this Order, every holder of any discharged debt or Claim is permanently
enjoined and precluded from asserting against the Debtors, Reorganized MPC,
MPAC, Wayland, and their post-closing affiliates, or against their assets or
properties, any other or further Claim based upon any document, instrument or
act, omission, transaction, or other activity of any kind or nature that
occurred prior to the Effective Date, except as expressly set forth, or
provided for, in the Plan, the Implementation Documents, the instruments, and
other documents executed in connection with the Plan and this Order.

         26. Pursuant to Section 1125(e) of the Bankruptcy Code, all Persons who
have solicited acceptances or rejections of the Plan have acted in good faith
and in compliance with the provisions of the Bankruptcy Code, and shall not be
liable on account of such solicitation or participation for violation of any
applicable law, rule, or regulation, governing the solicitation of acceptances
or rejections of the Plan.

         27. The automatic stay under section 362 of the Bankruptcy Code is
terminated to the extent necessary to permit Reorganized MPC and its
shareholders to enforce the terms of the Plan and the Implementation Documents.

         28. In accordance with Section 524 of the Bankruptcy Code, this Order:

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 10
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         a. voids any judgment at any time obtained, to the extent that such
judgment is a determination of the personal liability of any of the Debtors
with respect to any debt or Claim discharged hereby; and

         b. operates as a permanent injunction against the commencement or
continuation of an action, the employment of process, or an act, to collect,
recover or offset any such debt or Claim discharged hereby as a personal
liability of any of the Debtors.

         29. Neither the Debtors, Reorganized MPC, the Committee, the Senior
Notes Trustee, MPAC, Wayland, EnCap Energy Advisors, LLC nor El Paso Energy
Corporation, nor any of their officers, directors, members, employees,
advisors, consultants, attorneys, affiliates, or agents shall have or incur
any liability to any Holder of a Claim or Interest for any act or omission in
connection with, or arising out of, the Case, the proposed confirmation or
consummation of the Plan, or the administration of the Case or Plan or the
property to be distributed under the Plan, except for willful misconduct or
gross negligence, and in all respects shall be entitled to rely upon the
advice of counsel with respect to their duties and responsibilities under the
Plan.

         30. Except as otherwise expressly set forth in the Plan or this
Order, on and after the Effective Date all persons and entities that have
held, hold or may hold (a) any Claim against or Interest in the Debtors shall
be permanently enjoined from and against (i) commencing or continuing in any
manner any suit, action, or other proceeding of any kind against Reorganized
MPC, the Debtors or the Estates with respect to any such Claim or Interest;
(ii) enforcing, attaching, collecting, or recovering by any manner or means
any judgment, award, decree, or order against Reorganized MPC, the Debtors or
the Estate; (iii) creating, perfecting, or enforcing any Encumbrance against
Reorganized MPC, the Debtors or the Estate or against any of their properties
or interests in property with respect to such Claim or Interest; and (iv)
asserting any right of setoff, subrogation, or recoupment of any kind against
any obligation due from Reorganized MPC,

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 11
<PAGE>

the Debtors, the Estate or against any property or interest in property of
Reorganized MPC, the Debtors or the Estate with respect to any such Claim or
Interest; and (b) any Claim, right, action, cause of action against, or
Interest in Reorganized MPC, the Debtors or the Estates shall be permanently
enjoined from and against commencing or continuing any suit, action, or
proceeding against, asserting or attempting to recover any Claim against or
Interest in, or otherwise affecting Reorganized MPC, the Debtors or the
Estate with respect to any matter that is the subject of the Plan.

         31. On the Effective Date, Reorganized MPC, on its own behalf and as
the representative of the Debtors' Estates, in consideration of services
rendered in the Case and other good and valuable consideration, shall release
unconditionally each of the Debtors' present and former officers and
directors, and the entities that elected such directors to the extent they
are or may be liable for the actions or inactions of such officers or
directors, from any and all claims, obligations, suits, judgments, damages,
rights, causes of action and liabilities whatsoever (including, without
limitation, those arising under the Bankruptcy Code), whether known or
unknown, foreseen or unforeseen, existing or thereafter arising, in law,
equity or otherwise, based in whole or in part on any act, omission,
transaction, event or other occurrence taking place before, on or after the
Petition Date up to the Effective Date, in any way relating to the Debtors
(before, on or after the Petition Date), the Case, or the Plan; PROVIDED,
HOWEVER, that the foregoing shall not apply to any action or omission that
constitutes actual fraud or criminal behavior. Nothing herein or in the Plan
shall be construed to be a release of any claims or causes of action owned by
third parties.

         32. On the Effective Date, Reorganized MPC, on its own behalf and as
the representative of the Debtors' Estates, in consideration of services
rendered in the Case and other good and valuable consideration, will release
unconditionally the professional advisors who have performed services after
the Petition Date on behalf of the Debtors, the Debtors' present and former
officers and directors (collectively with the releases set out in the
preceding paragraph, the "Releases"), from any and all claims, obligations,

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 12
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suits, judgments, damages, rights, causes of action and liabilities
whatsoever (including, without limitation, those arising under the Code),
whether known or unknown, foreseen or unforeseen, existing or thereafter
arising, in law, equity or otherwise, based in whole or in part on any act,
omission, transaction, event or other occurrence taking place after the
Petition Date up to the Effective Date, in any way relating to post-petition
services performed relating to the Debtors (after the Petition Date), the
Case, or the Plan (collectively with the items set out in the preceding
paragraph, the "Released Matters"); PROVIDED, HOWEVER, that the foregoing
shall not apply to any action or omission that constitutes actual fraud or
criminal behavior. Nothing herein or in the Plan shall be construed to be a
release of any claims or causes of action owned by third parties.

         33. This Order shall constitute a permanent injunction to effectuate
the Releases granted in the preceding two paragraphs. All persons, parties,
entities, governments (including agencies) whatsoever and wheresoever are
hereby permanently enjoined from and against taking any action inconsistent
with or in contravention of the Releases, including, without limitation, (a)
commencing or continuing in any manner any suit, action, or other proceeding
of any kind; (b) attaching, collecting, or recovering by any manner or means
any judgment, award, decree, or order; or (c) asserting any right of setoff,
subrogation, or recoupment of any kind, to the extent any such action is
inconsistent with or in contravention of the Releases.

         34. Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code,
the provisions of the Confirmation Order, the Plan, Implementation Documents,
and all other instruments and other documents executed and delivered pursuant
to the Plan shall apply and be enforceable notwithstanding any otherwise
applicable nonbankruptcy law.

         35. Except as otherwise set forth in the Plan, subject to the
provisions of and for the purposes of distributions in accordance with the
Plan, all property of the Estates, including all Causes of Action, shall
revest in Reorganized MPC upon entry of this Order. Such revested property
shall be free and clear of all Encumbrances, except as otherwise provided in
the Plan and the Implementation Documents. The

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 13
<PAGE>

Committee, on behalf of Reorganized MPC, shall be authorized to prosecute any
Avoiding Powers Causes of Action after Confirmation, and is appointed for
such purposes in accordance with section 1123(b)(3)(B) of the Bankruptcy
Code. Any recoveries hereunder shall be added to the Net Plan Consideration.
From and after the entry of this Order, Reorganized MPC shall have the powers
and exercise the duties, as set forth in Section 1123(b)(3) of the Bankruptcy
Code, to retain, enforce, settle, and prosecute all Causes of Action, except
Avoiding Powers Causes of Action, as set forth in 9.01 of the Plan, which
will be prosecuted by the Committee.

         36. The classification and treatment of all Claims and Interests
under the Plan shall be in full settlement and satisfaction of any
contractual, legal, and equitable subordination rights, whether arising under
general principles of equitable subordination, section 510(c) of the
Bankruptcy Code, or otherwise, that a Holder of a Claim or Interest may have
against other Claim or Interest Holders with respect to any distribution made
pursuant to the Plan.

         37. As of the Effective Date, the adoption, execution, delivery, and
implementation of all Implementation Documents, Contracts, leases, documents,
instruments, and other agreements related to or contemplated by the Plan, and
the other matters provided for, under or in furtherance of the Plan and the
Implementation Documents involving action to be taken by or required of the
Debtors shall be deemed to have occurred and be effective as provided in the
Plan and the Implementation Documents, and are hereby authorized and approved
in all respects without further order of this Court or any requirement of
further action by stockholders or directors of the Debtors. All documents or
instruments which must be executed and delivered by the Debtors under the
Plan and the Implementation Documents shall be deemed appropriately executed
if signed by either of the President, Chief Executive Officer, Executive Vice
President or any Vice President, of the Debtors.

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 14
<PAGE>

         38. Except as otherwise provided expressly in the Plan or this
Order, requests for payment of Administrative Claims which are not paid on or
prior to the Effective Date must be filed no later than forty-five (45) days
after the Effective Date. Holders of Administrative Claims which have not
been paid on or prior to the Effective Date (including, without limitation,
professionals requesting compensation or reimbursement of expenses and the
holders of any Claims for federal, state or local taxes) that are required to
file a request for payment of such Claims and that do not file such requests
by the applicable bar date shall be forever barred from asserting such Claims
against the Debtors, Reorganized MPC, any of their affiliates, any of their
successors or assignees, or any of their respective properties.

         39. All Professionals requesting compensation or reimbursement of
expenses pursuant to Sections 327, 328, 330, 331, 503(b) or 1103 of the
Bankruptcy Code for services rendered before the Effective Date (including,
without limitation, any compensation requested by any Professional or any
other entity for making a substantial contribution in the Reorganization
Case) shall, on the Effective Date, provide a good faith estimate of the fees
and expenses incurred up until the Effective Date, plus an estimate of such
post-Closing fees and expenses which are expected to be incurred, including
but not limited to the preparation and prosecution of fee applications.
Professionals will be bound by the amount of their good faith estimates,
which sums shall be included in the Reserve; provided however, to the extent
that the Allowed amount of any Professional's fees and expenses exceeds its
respective estimate (the "Excess Amount"), such Excess Amount shall only be
paid from the amount remaining in the Reserve, if any, after all Claims for
which a Reserve is established under Section 6.04 of the Plan have been
Allowed and paid in full or disallowed. Reorganized MPC shall not be liable
for any amount of Professional fees and expenses in excess of the good faith
estimates included in the Reserve, except as otherwise set forth in the Plan
or expressly agreed between any Professional and Reorganized MPC. Such
Professionals shall file and serve on the Debtors, the Committee and the
United States Trustee for the Southern District of Texas an

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 15
<PAGE>

application for final allowance of compensation and reimbursement of expenses
no later than forty-five (45) days after the Effective Date. Objections to
timely-filed applications of Professionals for compensation or reimbursement
of expenses must be filed and served on the Debtors and the Professionals to
whose application the objections are addressed no later than seventy (70)
days after the Effective Date. In the event the Allowed amount of any
Professional's fees and expenses exceeds such Professional's good faith
estimate, then to the extent funds are available in the Reserve after all
Claims for which a Reserve is established have been either Allowed and paid
in full or disallowed, each such Professional may be paid the excess from the
balance of the Reserve, Pro Rata if necessary and to the extent funds are
available. Any Professional fees and reimbursements of expenses incurred by
the Reorganized MPC or the Committee (or any successor thereto) subsequent to
the Effective Date will be paid by Reorganized MPC without application to
this Court.

         40. Pursuant to Section 6.06 of the Plan, on the Effective Date, the
Debtors are authorized and directed, without further application to, or order
from, this Court to remit to MPAC any and all amounts due to MPAC pursuant to
the Bid Protection Order, including the fee and cost reimbursement amounts as
set forth therein.

         41. Reorganized MPC shall have the right, to the full extent
permitted by section 1142 of the Bankruptcy Code, to apply to this Court for
an order, notwithstanding any otherwise applicable nonbankruptcy law,
directing any appropriate entity to execute and deliver an instrument or
perform any other act necessary to implement the Plan, the Implementation
Documents, or the provisions of the Confirmation Order.

         42. Notwithstanding Confirmation of the Plan or the occurrence of
the Effective Date, this Court retains jurisdiction as is provided in Article
9, Section 9.03 of the Plan. Without limitation on the provisions therein,
this Court reserves jurisdiction to implement and enforce the Plan and the
Implementation Documents, as well as Reorganized MPC's peaceful use and
enjoyment of the Assets of the Debtors after

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 16
<PAGE>

the Effective Date, free and clear of all liens, Claims and Encumbrances to
the fullest extent permitted under the Bankruptcy Code.

         43. Reorganized MPC shall timely pay post-confirmation quarterly
fees assessed pursuant to 28 U.S.C. Section 1930(a)(6) until such time as this
Bankruptcy Court enters a final decree closing these chapter 11 cases, or
enters an order either converting these cases to cases under chapter 7 or
dismissing these cases. After confirmation, Reorganized MPC shall file with
this Bankruptcy Court and shall serve on the United States Trustee a
financial report for each quarter, or portion thereof, that these chapter 11
cases remain open in a format prescribed by the United States Trustee.

         44. The Confirmation Order shall be effective according to its terms
upon the entry thereof. The Confirmation Order is a final Order immediately
subject to appeal.

         45. The failure to reference any particular provision of the Plan in
these Findings of Fact, Conclusions of Law, Order, and Judgment shall have no
effect on the binding effect, enforceability, or legality of such provisions
and such provisions shall have the same binding effect, enforceability, and
legality as every other provision of the Plan. Each term and provision of the
Plan is valid and enforceable pursuant to its terms.

         46. Pursuant to Bankruptcy Rule 3020(c), the Debtors shall, within
five (5) business days after the entry of this Order, serve notice of the
entry of this Order as provided in Bankruptcy Rule 2002(f) to be sent by
first class mail, postage prepaid, except to such parties who may be served
by hand or facsimile or overnight courier, which service is hereby authorized.

         47. The Debtors shall serve a separate notice on the holders of
warrants informing them that they have until August 10, 2000 to exercise
their warrants and give notice to the Debtors and their counsel of such
exercise.

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 17
<PAGE>

         48. Any setoff or recoupment rights which may be asserted in this
Case pursuant to paragraph 48 of the Court's Findings of Fact must be
asserted on or before the 10th day following the date of entry of this Order,
except that Enogex is hereby deemed to have asserted such rights, if any, in
paragraph 22 of the Court's Findings of Fact.

         SIGNED THIS 27TH DAY OF JULY, 2000.

                                                 /s/ Wesley W. Steen
                                       -----------------------------------------
                                             THE HONORABLE WESLEY W. STEEN
                                             UNITED STATES BANKRUPTCY JUDGE

































ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN
OF REORGANIZATION DATED JUNE 12, 2000                                  PAGE 18