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                                                                   Exhibit 10.19

[Warren Petroleum Company Letterhead]


December 15, 1997                 "Pages where confidential treatment has been
                                  requested are marked 'Confidential Treatment
                                  Requested.' The redacted material has been
                                  separately filed with the Commission, and the
                                  appropriate section has been marked at the
                                  appropriate place and in the margin with a
                                  star (*)."


Mr. William Puckett
Cedar Bayou Fractionators, L.P.
c/o Warren Petroleum Company,
       Limited Partnership
1000 Louisiana, Suite 5800
Houston, Texas 77002

PRODUCT AND RAW MAKE STORAGE AGREEMENT #84-969
WARREN'S MONT BELVIEU, TEXAS STORAGE FACILITY

Dear Bill:

Subject to the following general terms and conditions and the attached
specific terms and conditions, Warren Petroleum Company, Limited Partnership
("Warren") agrees to provide natural gas liquid storage for Cedar Bayou
Fractionators, L.P. ("CBF") at its underground storage facilities situated in
Mont Belvieu, Texas. Warren and CBF sometimes shall be referred to
hereinafter individually as a "Party" or collectively as the "Parties".

1.    PRODUCT AND RAW MAKE STORAGE.  For and in consideration of the rates and
      fees to be paid by CBF to Warren as provided herein, Warren hereby agrees
      to lease storage space at its Facilities (as defined below) for the
      storage of up to, but not to exceed, the maximum quantity of natural gas
      liquid specification products ("Product(s)") and Raw Make (as defined
      hereinafter) set forth in Exhibit "B" which is attached hereto and made a
      part hereof (the "Lease Volume").

2.    DEFINITIONS.   For the purpose of this Agreement, the following terms and
      expressions shall have the following meanings:

      "Affiliate" shall mean any Person that directly or indirectly through one
      or more intermediaries, controls or is controlled by or is under common
      control with the Person specified. The term "control" (including the terms
      "controlled by" or "under common control with") means the possession,
      directly or indirectly, of the power to direct or cause the direction of
      the management and policies of a Person, whether through ownership, by
      contract, or otherwise. Any Person shall be deemed to be an Affiliate of
      any specified Person if such Person owns 50% or more of the voting
      securities of the specified Person, if the specified Person owns 50% or
      more of the voting securities of such Person, or if

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December 15, 1997
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      50% or more of the voting securities of the specified Person and such
      Person are under common control.

      "Agreement" shall mean this Product and Raw Make Storage Agreement
      #84-969.

      "Back-End Mix" shall mean any mixture of Products which will be
      fractionated by the Fractionation Facility without requiring the use of
      the Fractionator's de-ethanizer or de-propanizer.

      "Barrel" shall mean forty-two (42) U. S. Gallons.

      "Base Rate" shall have the meaning specified in Section 11 hereinafter.

      "BPD" shall mean Barrels per Day.

      "Business Day" shall mean a Day on which Federal Reserve member banks in
      New York City are open for business.

      "Cedar Bayou Fractionator" shall mean that certain fractionator owned by
      Cedar Bayou Fractionators, L.P. situated in the City of Mont Belvieu,
      Chambers County, Texas.

      "CBF Group" shall have the meaning specified in Section 4 hereinafter.

      "Claims" shall have the meaning specified in Section 4.

      "Commencement Date" shall mean January 1, 1998, the date this Agreement
      commenced.

      "Contract Year" shall mean a period of 365 Days commencing as of the
      Commencement Date of this Agreement and each yearly anniversary thereof;
      provided, however, that any calendar year which contains the date of
      February 29, shall consist of 366 Days.

      "Day or Daily" shall mean a twenty-four (24) hour period commencing 7:00
      a.m. Central Standard or Daylight Savings time, as applicable, and
      extending until 7:00 a.m. Central Standard or Daylight Savings time, as
      applicable, on the following Day.

      "Effective Date" shall mean the date on which CBF may begin to store
      Product(s) and Raw Make under this Agreement as set forth in Exhibit "A".

      "Facilities" shall mean the underground storage facilities owned by Warren
      at or near Mont Belvieu, Texas, including, but not limited to, all storage
      caverns, related surface and subsurface equipment, and loading and
      unloading terminals.

      "Force Majeure" shall have the meaning specified in Section 17
       hereinafter.

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December 15, 1997
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      "Gallon" shall mean the unit of volume used for the purpose of measurement
      of liquid. One (1) U.S. liquid Gallon contains two hundred thirty-one
      (231) cubic inches when the liquid is at a temperature of sixty degrees
      Fahrenheit (60 DEG. F) and at the vapor pressure of the liquid being
      measured.

      "Lease Volume" shall have the meaning specified in Section 1 above.

      "Month" or "Monthly" shall mean a period commencing on the first Day of a
      calendar Month and extending until the first Day of the next succeeding
      calendar Month.

      "Offspec Product" shall have the meaning specified in Section 4
      hereinafter.

      "Person" shall mean any individual, corporation, partnership, limited
      liability company, association, joint venture, trust, or other
      organization of any nature or kind.

      "Product(s)" shall have the meaning specified in Section 1 above.

      "Raw Make" shall mean Y-Grade Raw Product, Back-End Mix and other
       Unfractionated Products.

      "Receiving Pipeline" shall have the meaning specified in Section 5
      hereinafter.

      "Unfractionated Products" shall mean unfractionated liquid hydrocarbons
      products excluding Y-Grade Raw Product and Back-End Mix.

      "Warren Group" shall have the meaning specified in Section 4.

      "Y-Grade Raw Product" shall mean any mixture of liquid hydrocarbons which
      will be fractionated at the Cedar Bayou Fractionator which will require
      the use of a de-ethanizer, a de-propanizer, a de-butanizer, and a butane
      splitter.

3.    TERM.  The term of this agreement shall commence on the Effective Date
      and shall terminate on the date specified in Exhibit "A". Unless a new
      storage agreement is entered into or this agreement is renewed, at the
      expiration or termination of this Agreement, CBF shall remove all
      Product(s) and Raw Make stored hereunder on or before the last Day of
      the term of this Agreement subject to the payment of all accrued
      storage fees and other charges hereunder and Warren's lien as set
      forth herein. In the event CBF fails to remove its Product(s) and Raw
      Make at the expiration of the term of this Agreement, Warren shall
      have the right to sell all or any portion of such Product(s) and Raw
      Make on terms and at such prices as Warren, in its sole discretion,
      deems appropriate under the then existing circumstances. If Warren
      sells all or a portion of CBF's Product(s) and/or Raw Make under the
      terms of this Section 3, within sixty (60) Days of its receipt of the
      proceeds


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      derived from the sale of such Product(s) and/or Raw Make, Warren shall
      remit same to CBF less (i) all of Warren's costs and expenses associated
      with any such sale(s), including, but not limited to, the cost of
      fractionating the Raw Make, if required, (ii) a sales commission equal to
      five percent (5%) of the gross proceeds of such sale(s), and (iii) any
      fees then due and owing by CBF to Warren.

4.    PRODUCT AND RAW MAKE SPECIFICATIONS.

      (a)  All deliveries of Product(s) and Raw Make by CBF hereunder shall
           meet Warren's specifications for the type of Product(s) and Raw
           Make stored, as such specifications may change from time to time,
           the most current of which are set forth in Exhibit "B" attached
           hereto and made a part hereof. Warren reserves the right to
           perform an analysis of CBF's Product(s) and Raw Make prior to
           accepting same for storage, but assumes no responsibility for
           doing so, and may refuse to accept delivery of such Product(s)
           and/or Raw Make if it is contaminated or otherwise fails to
           conform with the applicable specifications. If Warren accepts into
           storage Offspec Product or Offspec Raw Make delivered by the CBF
           Group, CBF shall reimburse Warren for the reasonable costs and
           expenses incurred in handling such Offspec Product and/or Offspec
           Raw Make.

      (b)  CBF AGREES TO AND DOES INDEMNIFY FULLY AND HOLD HARMLESS WARREN
           AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE AGENTS, OFFICERS,
           DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS
           ("WARREN GROUP") AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES,
           WHETHER PERSONAL INJURY DAMAGES OR DAMAGES OR LOSSES OF ANY
           PROPERTY, DEMANDS, CLAIMS, PENALTIES, FINES, ACTIONS, SUITS,
           LEGAL, ADMINISTRATIVE OR ARBITRATION OR ALTERNATIVE DISPUTE
           RESOLUTION PROCEEDINGS, JUDGMENTS, ORDERS, DIRECTIVES,
           INJUNCTIONS, DECREES OR AWARDS OF ANY JURISDICTION, COSTS AND
           EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS'
           FEES AND ANY COST OR EXPENSE OF INCIDENT INVESTIGATION)
           (COLLECTIVELY REFERRED TO HEREINAFTER AS "CLAIMS") ARISING OUT OF
           OR IN ANY MANNER RELATED TO OR CAUSED BY CBF AND ITS AFFILIATES
           AND ITS AND THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS,
           EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS ("CBF GROUP")
           DELIVERING OR CAUSING TO BE DELIVERED INTO THE FACILITIES ANY
           PRODUCT(S) WHICH IS CONTAMINATED AND/OR FAILS TO MEET THE
           APPLICABLE SPECIFICATIONS ("OFFSPEC PRODUCT") AND ANY RAW MAKE IS
           CONTAMINATED AND/OR FAILS TO MEET THE APPLICABLE SPECIFICATIONS
           ("OFFSPEC RAW MAKE").

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5.     PRODUCT RAW MAKE DELIVERY AND REDELIVERY.  Product(s) and Raw Make
       redelivered to CBF out of the Facilities will only be made on the
       request of CBF's designated representative or duly authorized agent.
       Warren will not recognize sales, assignments or transfers of title to
       Product(s) and Raw Make while in storage unless made in a manner
       approved by Warren in advance (such approval is not to be unreasonably
       withheld) and then only to another person or entity that has entered
       into a valid storage agreement with Warren. Product(s) shall be
       delivered and redelivered hereunder from or into any common carrier
       pipeline currently connected to the Facilities, or from or into
       barges, or from or into tank car or truck unloading or loading racks
       in the Facilities. Raw Make shall be redelivered to CBF through
       pipelines owned either by Warren or CBF which are connected to the
       Facilities and the Cedar Bayou Fractionator. Warren's redelivery of
       Product(s) to CBF shall be subject to operating conditions, rates of
       delivery, delivery pressures, scheduling, etc. of the pipeline (the
       "Receiving Pipeline") and the barges, tank cars and trucks into which
       CBF requests Product(s) be redelivered and the loading facilities used
       in connection therewith. Warren's redelivery of Raw Make to CBF shall
       be subject to operating conditions, rates of delivery, delivery
       pressures, scheduling, etc. of the pipeline (the "Raw Make Pipeline").
       Custody of the Product(s) and Raw Make delivered or redelivered
       hereunder shall be deemed to be transferred at the point where the
       Product(s) and Raw Make enters into the Facilities and is measured or
       the Receiving Pipeline, Raw Make Pipeline, barge, tank car, or truck,
       as applicable. CBF shall use its best efforts to give Warren
       reasonable notice of deliveries or withdrawals of Product(s) and Raw
       Make. Warren shall not be required to receive or redeliver Product(s)
       unless it has been given at least fifteen (15) Days advance written
       notice of such Product(s) delivery or redelivery, but always subject
       to the physical capabilities of the Facilities. Measurement of
       Product(s) and Raw Make delivered or redelivered hereunder shall take
       place as near to the points of delivery or redelivery as practicable
       to Warren and shall be made by Warren in accordance with Warren's
       standard measurement procedures, as such measurement procedures may
       change from time to time, and shall conform to good measurement
       practices in the industry and the then current API Manual of Petroleum
       Measurement Standards. Warren shall furnish CBF with a copy of
       Warren's measurement procedures by January 1, 1998, and Warren shall
       furnish CBF with a current copy each time such procedures are changed
       during the term of this agreement. All measurements made by Warren
       shall be binding on the Parties hereto unless proven to be in error.
       CBF shall have the right to witness all such measurements. If
       deliveries of Product(s) and Raw Make for storage hereunder are made
       by CBF through the use of tank cars or trucks, Warren shall have the
       right to prorate tank car or truck shipments in proportion to the
       Lease Volume for which each storage customer of Warren has contracted,
       if deemed necessary by Warren in its sole discretion. Tank cars and
       trucks will be handled on a first in first out basis. All tank cars
       and trucks shall be suitable for loading and unloading at the
       Facilities and shall be certified as such by CBF as provided in
       Section 6 hereinafter.

6.    CERTIFICATION OF EQUIPMENT. CBF agrees that all tank cars and trucks
      used to make deliveries or withdrawals at the Facilities shall meet or
      exceed all federal, state and

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      municipal safety, operating and insurance requirements and that Warren
      requires CBF to certify same and to provide copies of all government
      approvals to it before the tank cars and trucks will be accepted at the
      Facilities.

7.    STENCHING.

      (a)  Warren will odorize all shipments of propane out of storage by tank
           car or truck in accordance with standard industry practice (currently
           1.5 pounds ethyl mercaptan per 10,000 Gallons), or as required by
           governmental agencies having proper jurisdiction, and will odorize
           shipments of other Product(s) if requested in writing by CBF to do
           so. CBF agrees to pay Warren for providing this odorization service
           the fees set forth in Exhibit "A".

      (b)  WHERE WARREN PROVIDES DOCUMENTATION OF THE ODORIZATION REQUIRED BY
           THIS AGREEMENT AND OTHERWISE HAS COMPLIED WITH ALL APPLICABLE
           REGULATIONS REGARDING ODORIZATION, CBF AGREES TO DEFEND, INDEMNIFY
           AND HOLD THE WARREN GROUP HARMLESS FROM AND AGAINST ANY AND ALL
           CLAIMS WHICH ARISE IN CONNECTION WITH ANY OF THE CBF GROUP'S OR ITS
           CUSTOMER'S TRANSPORTATION, STORAGE, USE, HANDLING, OR RESALE OF
           ODORIZED PRODUCT(S) AFTER DELIVERY OF CUSTODY, POSSESSION AND
           CONTROL OF SUCH ODORIZED PRODUCTS TO CBF OR ITS DESIGNEE. THIS
           INDEMNIFICATION OBLIGATION INCLUDES AMONG ANY OTHER CLAIMS, THOSE
           COMPRISING LACK OF OR INADEQUATE WARNING MATERIALS, IMPROPER
           AMOUNTS, USE OR TYPE OF ODORANT, "ODORANT FADING," LACK OF WARNING
           ON SUPPLEMENTAL WARNING SYSTEMS (SUCH AS GAS DETECTORS) AND
           IMPROPER TRAINING OR MONITORING OF ANY OF THE CBF GROUP'S AND/OR
           ITS CUSTOMERS WARNING AND/OR TRAINING PROGRAMS. CBF'S INDEMNITY
           OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH CLAIMS ARE DETERMINED
           TO HAVE BEEN PARTLY CAUSED BY THE NEGLIGENCE OF WARREN OR IF
           LIABILITY WITHOUT FAULT IS IMPOSED ON WARREN, THE ONLY EXCEPTION
           TO SUCH OBLIGATION BEING WHERE THE NEGLIGENCE OF WARREN IS
           DETERMINED TO BE THE SOLE CAUSE OF SUCH CLAIMS.

      (c)  WARREN AGREES TO DEFEND, INDEMNIFY AND HOLD THE CBF GROUP HARMLESS
           FROM AND AGAINST ANY AND ALL CLAIMS RESULTING FROM WARRENS NEGLIGENT
           OPERATIONS IN THE STORAGE OR HANDLING OF ODORIZED PRODUCTS WHILE IN
           WARRENS CUSTODY OR CONTROL, INCLUDING, WITHOUT LIMITATION, THAT
           PORTION OF ANY CLAIMS CAUSED BY THE



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           NEGLIGENCE OF WARREN JOINTLY OR CONCURRENTLY WITH THE NEGLIGENCE
           OF CBF OR ANY MEMBER IN THE CBF GROUP. IT IS UNDERSTOOD AND
           AGREED THAT THIS INDEMNITY SHALL NOT RELIEVE OR RELEASE CBF FROM
           ITS INDEMNITY OBLIGATIONS SET FORTH IN 7(B) ABOVE.

8.    LOSS ALLOWANCE.  Due to normal operating losses which occur in receiving
      Product(s) and/or Raw Make for storage, storing such Product(s) and
      redelivering Product(s) out of storage, CBF's withdrawals from storage
      shall be limited to the percent of the Product(s) and/or Raw Make
      delivered to Warren hereunder specified in Exhibit "A".

9.    TRANSPORTATION COSTS TO AND FROM STORAGE.  All transportation charges and
      other expenses incurred in connection with (i) CBF's delivery of
      Product(s) and Raw Make to the Facilities for storage and (ii) CBF's
      receipt of Product(s) and Raw Make from storage shall be paid by CBF
      directly to such transporter.

10.   STORAGE AND HANDLING CHARGES.

      (a)  CBF shall pay Warren Monthly the fees set forth in Exhibit "A".

      (b)  If at the end of any Month(i) the volume of a particular Product
           and/or Raw Make stored by CBF exceeds the storage volume of such
           Product and/or Raw Make allocated for that Month as designated by CBF
           as provided herein (the initial allocation of which is set forth in
           Exhibit "A"), and/or (ii) the total volume of all Products and Raw
           Make stored by CBF exceeds the Lease Volume, CBF shall pay to Warren
           an Excess Storage Fee as set forth in Exhibit "A".

      (c)  If at the expiration or termination of this Agreement CBF continues
           to have Product(s) and/or Raw Make in storage (which the Parties
           expressly do not contemplate and Warren in no way condones) which was
           delivered into storage under the terms of this Agreement, then CBF
           shall pay to Warren two times the Excess Storage Fee as set forth in
           Exhibit "A" each Month thereafter based on the highest balance of all
           Products and Raw Make held in storage at any time during such Month.
           Warren's acceptance of funds pursuant to this Section shall (i) in no
           way be construed as a renewal of this Agreement, PROVIDED, HOWEVER,
           CBF shall continue to be bound by all terms and conditions of this
           Agreement as long as any of CBF's Product(s) and/or Raw Make remains
           in storage or (ii) in no way effect Warren's rights to sell CBFs
           Product(s) and Raw Make as provided for in Section 3 above and any
           other rights that CBF may have.

      (d)  Nothing in this Section 10 shall be construed to create an obligation
           on Warren to accept more Product(s) and Raw Make into storage in
           excess of (i) the Lease Volume and (ii) the allocation of each
           Product as set forth in Section 6 of Exhibit



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           "A". At any time there is an excess balance, Warren may by telephone
           notice to CBF require CBF to remove such excess balance within two
           working days and if any excess balance remains at the end of such
           period, then CBF shall reimburse Warren for any costs or liabilities
           incurred by Warren as a result thereof. Notwithstanding the
           foregoing, CBF shall never exceed the Lease Volume or the allocation
           of each Product as set forth in Section 6 of Exhibit "A" without
           Warren's prior written consent.

11.   INVOICING AND PAYMENTS.  Each Month during the term of this Agreement,
      Warren shall invoice CBF for all amounts owed by CBF to Warren
      hereunder and CBF shall pay to Warren the amounts due no later than (i)
      ten (10) Days after CBFs receipt of invoice therefor, if the amount of
      same is fifty thousand dollars ($50,000) or more or (ii) fifteen (15)
      Days after receipt of invoice therefor, if the amount of same is less
      than fifty thousand dollars ($50,000). If the Day on which any payment
      is due is not a Business Day, then the relevant payment shall be due
      upon the immediately preceding Business Day, except if such payment due
      date is a Sunday or Monday, then the relevant payment shall be due upon
      the immediately succeeding Business Day. Any amounts which remain due
      and owing after the due date shall bear interest thereon at the lower
      of the United States Treasury 90-Day T-Bill interest rate, as published
      in the Wall Street Journal on the first day such rate is quoted at the
      beginning of each calendar quarter, plus thirteen (13%), or the maximum
      lawful rate of interest (the "Base Rate"). If a good faith dispute
      arises as to the amount payable in any statement, the amount not in
      dispute shall be paid. If CBF elects to withhold any payment otherwise
      due as a consequence of a good faith dispute, CBF shall provide Warren
      with written notice of its reasons for withholding payment, and, if the
      amount of such invoice is equal to or greater than five thousand
      dollars ($5,000) or the total aggregate amount of all invoices in which
      CBF has withheld payment and is outstanding at any time is greater than
      or equal to twenty five thousand dollars ($25,000), CBF shall
      simultaneously place the disputed amount into an escrow account at a
      mutually acceptable commercial bank, pending resolution of the dispute.
      CBF's election to withhold payment from Warren and escrow same as
      provided herein shall be exercised within thirty (30) Days from CBF's
      receipt of the invoice giving rise to such good faith dispute. After
      the thirty (30) Day period, CBF shall be required to pay Warren the
      full amount of the invoice whether or not there is a good faith dispute
      as to the amount payable. If it is subsequently determined, whether by
      mutual agreement of the Parties or otherwise, that (i) CBF is required
      to pay all or any portion of the disputed amounts to Warren or (ii) CBF
      is entitled to reimbursement for an invoice it paid, in addition to
      paying such amounts, the Party making such payment also shall pay
      interest accrued on such amounts at the Base Rate from (1) the original
      due date until paid in full, if CBF is required to pay, or (2) the date
      CBF paid the disputed invoice until paid in full, if Warren is required
      to pay.

12.   LIEN FOR UNPAID CHARGES.  CBF hereby grants unto Warren a lien against
      any Product(s) and Raw Make of CBF remaining in storage at any time for
      any unpaid



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      amounts which may be owing by CBF to Warren hereunder. Except in the case
      where CBF withholds payment otherwise due as a consequence of a good faith
      dispute and simultaneously places the disputed amount into an escrow
      account as provided for in Section 11, Warren specifically reserves the
      right to refuse to redeliver Product(s) and/or Raw Make stored by CBF at
      any time that there remains any amounts due and owing by CBF to Warren
      according to the terms hereof. Without prejudice to any other remedies
      that Warren may have at law, in equity and/or pursuant to the terms and
      provisions hereof, Warren may enforce the lien granted herein by public or
      private sale of any or all of CBFs Product(s) and/or Raw Make remaining in
      storage and at any time or place and on any terms which Warren, in its
      sole discretion, deems commercially reasonable after giving CBF not less
      than five (5) Days notice of such sale.

13.   TITLE TO STORED PRODUCT AND RAW MAKE.  It is understood and agreed that
      (i) title to the Product(s) and Raw Make stored hereunder shall remain
      in CBF, subject to the Product(s) being commingled with like
      Product(s) belonging to Warren and/or other parties, which CBF hereby
      grants unto Warren the right to do so, and (ii) Product(s) redelivered
      to CBF by Warren may not be identical Product(s) delivered by CBF into
      the Facilities, but shall be considered as fungible goods meeting the
      same quality specifications. With respect to Product(s) and Raw Make
      in storage pursuant to this agreement, it is specifically agreed as
      follows:

      (a)  In the event there should be any loss of Product(s) and/or Raw Make
           (other than normal operating losses) from Warren's storage facilities
           and such loss is not attributable to the failure of Warren to
           exercise that degree of care as would be exercised by a reasonably
           careful Person under like circumstances, then CBF shall be prorated
           by Warren on the basis of the ratio of CBF's stored Product(s) and/or
           Raw Make to the total volumes of like stored Product(s) and/or Raw
           Make in such Facilities, including those volumes owned by CBF, Warren
           and other third parties.

      (b)  In the event there should be a loss from storage and it is ultimately
           determined that such loss was solely attributable to Warren's failure
           to exercise that degree of care as would be exercised by a reasonably
           careful Person under like circumstances, then, subject to the
           provisions of Section 15 hereinafter, it is agreed that Warren shall
           have the option, in its sole discretion, to replace CBF's lost
           volumes with like Product(s) and/or Raw Make or to pay CBF the fair
           market value of such lost Product(s) and/or Raw Make at the time of
           the loss.

14.   TAXES.  CBF shall be responsible for the payment of any and all ad valorem
      or other taxes or assessments levied or assessed on and attributable to
      CBF's Product(s) and Raw Make in storage pursuant to this agreement,
      provided however, that Warren shall have the right, but not the
      obligation, to pay such taxes on behalf of CBF (but at a like rate no
      greater than that paid by Warren on its own like Product(s) and Raw Make
      in storage) and CBF



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      agrees to reimburse Warren for any such taxes paid by Warren within ten
      (10) Days from the date of Warren's invoice therefor.

15.   INDEMNIFICATION AND LIMITATION OF LIABILITY.

      (a)  Warren shall not be liable to CBF for any loss of or damage to the
           Product(s) and/or Raw Make stored by CBF, however caused, unless such
           loss or damage directly results from the failure of Warren to
           exercise that degree of care as would be exercised by a reasonably
           careful Person under like circumstances. If any such loss or damage
           could not have been avoided through the exercise of such care as a
           reasonably careful Person would exercise under like circumstances,
           Warren shall not be liable for such loss or damage.

      (b)  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, WARREN
           SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES TO THE PRODUCT(S)
           AND RAW MAKE OR FOR ANY CLAIMS UNDER ANY INDEMNITY OBLIGATIONS THAT
           WARREN MAY HAVE AS SET FORTH IN THIS AGREEMENT IN EXCESS OF THE
           STORAGE FEES AND RATES PAID BY CBF TO WARREN AS PROVIDED HEREIN. THE
           FOREGOING SHALL APPLY WHETHER OR NOT SUCH CLAIMS ARE FOUNDED IN WHOLE
           OR IN PART UPON THE NEGLIGENCE OF WARREN. WARREN SHALL NOT BE
           RESPONSIBLE FOR OBTAINING INSURANCE TO COVER THE PRODUCT(S) AND RAW
           MAKE STORED HEREUNDER.

      (c)  CBF AGREES TO DEFEND, INDEMNIFY AND HOLD THE WARREN GROUP HARMLESS
           FROM AND AGAINST ANY AND ALL CLAIMS WHICH ARISE IN CONNECTION WITH
           ANY OF THE CBF GROUP'S OR ITS CUSTOMER'S TRANSPORTATION, STORAGE,
           USE, HANDLING, OR RESALE OF ANY OF THE UNSTENCHED PRODUCT(S) AND RAW
           MAKE AFTER DELIVERY OF CUSTODY, POSSESSION AND CONTROL OF SUCH
           UNSTENCHED PRODUCTS AND/OR RAW MAKE TO CBF. CBF'S INDEMNITY
           OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH CLAIMS ARE DETERMINED TO
           HAVE BEEN PARTLY CAUSED BY THE NEGLIGENCE OF WARREN OR IF LIABILITY
           WITHOUT FAULT IS IMPOSED ON WARREN, THE ONLY EXCEPTION TO SUCH
           OBLIGATION BEING WHERE THE NEGLIGENCE OF WARREN IS DETERMINED TO BE
           THE SOLE CAUSE OF SUCH CLAIMS.

      (d)  WARREN AGREES TO DEFEND, INDEMNIFY AND HOLD THE CBF GROUP
           HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS RESULTING FROM
           WARREN'S NEGLIGENT OPERATIONS IN THE STORAGE OR HANDLING OF
           UNSTENCHED PRODUCTS AND RAW



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           MAKE WHILE IN WARREN'S CUSTODY OR CONTROL, INCLUDING, WITHOUT
           LIMITATION, THAT PORTION OF ANY CLAIMS CAUSED BY THE NEGLIGENCE OF
           WARREN JOINTLY OR CONCURRENTLY WITH THE NEGLIGENCE OF CBF OR ANY
           MEMBER IN THE CBF GROUP.

      (e)  FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF
           DAMAGES IS PROVIDED IN THIS AGREEMENT, SUCH EXPRESS REMEDY OR MEASURE
           OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER, AND THE
           OBLIGOR'S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION,
           AND ALL OTHER REMEDIES OR DAMAGES ARE WAIVED. IF NO REMEDY OR MEASURE
           OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR'S LIABILITY
           SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, EXCLUDING LOST
           PROFITS, AND SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND
           EXCLUSIVE REMEDY HEREUNDER, AND ALL OTHER REMEDIES OR DAMAGES ARE
           WAIVED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
           UNDER ANY PROVISION OF THIS AGREEMENT FOR CONSEQUENTIAL, INCIDENTAL,
           PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES IN TORT, CONTRACT OR
           OTHERWISE.

16.   NOTICE OF CLAIM AND FILING OF SUIT.  Except for Claims that CBF may have
      by virtue of any indemnity granted by Warren to CBF as provided in this
      Agreement ("Indemnification Claims"), Claims by CBF and/or any other
      Person in the CBF Group, and all other Persons claiming by, through or
      under any Person in the CBF Group, must be presented in writing to
      Warren within a reasonable time, and in no event later than ninety (90)
      Days after (i) CBF's and/or any Person in the CBF Group's Product(s)
      and/or Raw Make is redelivered or removed from the Facilities or (ii)
      CBF is notified by Warren that loss of or damage to Product(s) and/or
      Raw Make has occurred, whichever is shorter. Except for any
      Indemnification Claims that CBF may have, no arbitration proceeding or
      action of any kind may be maintained by CBF and/or any Person in the
      CBF Group and any other Persons claiming by, through or under any
      Person in the CBF Group, against Warren for loss of or damage to
      Product(s) and/or Raw Make stored in the Facilities unless a written
      claim therefor is received by Warren within the time periods set forth
      herein and such arbitration proceeding is commenced within one year
      after (a) CBF's and/or any Person in the CBF Group's Product(s) and/or
      Raw Make is redelivered or removed from the Facilities or (b) CBF is
      notified by Warren that loss of or damage to Product(s) and/or Raw Make
      has occurred, whichever is shorter. In the situation where Warren
      notifies CBF of a loss or damage to Product(s) and/or Raw Make, the
      time limits for making written claims and the maintaining of actions
      after notice, as set forth herein, begin on the date such notice is
      sent by Warren. With respect to any Indemnification Claims that CBF may
      have, no arbitration proceeding or action of any kind may be maintained
      by CBF

<Page>

December 15, 1997
Page 12


      and/or any Person in the CBF Group and any other Persons claiming by,
      through or under any Person in the CBF Group, against Warren unless
      such arbitration proceeding or action is commenced within two years
      from the act or event giving rise to such Indemnification Claim.

17.   FORCE MAJEURE.

      (a)  In the event either Party hereto is rendered unable, wholly or in
           part, by reason of Force Majeure to carry out its obligations under
           this Agreement, upon such party's giving notice and reasonably full
           particulars of such Force Majeure in writing to the other Party after
           the occurrence of the cause relied on, then the obligations of such
           Party, other than the obligation to pay money due hereunder, insofar
           and only insofar as they are affected by such Force Majeure, shall be
           suspended during the continuance of any inability so caused, but for
           no longer period; and such cause shall, so far as reasonably
           possible, be remedied with all reasonable dispatch.

      (b)  The term "Force Majeure" shall mean acts of God, strikes, lockouts or
           other industrial disputes or disturbances, acts of the public enemy,
           wars, blockades, insurrections, riots, epidemics, landslides,
           lightning, earthquakes, fires, tornadoes, hurricanes, storms, and
           warnings for any of the foregoing which may necessitate the
           precautionary shut-down of wells, plants, pipelines, gathering
           systems, loading facilities, terminals, the Facilities or any portion
           thereof, or other related facilities, floods, washouts, arrests and
           restraints of governments (either federal, state, civil or military),
           civil disturbances, explosions, sabotage, breakage or accidents to
           equipment, machinery, plants, the Facilities or any portion thereof,
           or lines of pipe, the lack or failure of brine or brine handling
           capacity, the making of repairs or alterations to any of the
           foregoing, inability to secure labor or materials, freezing of
           equipment, machinery, plants, the Facilities or any portion thereof,
           or lines of pipe, partial or entire failure of wells or gas supply,
           electric power shortages, necessity for compliance with any court
           order, or any law, statute, ordinance, rule, regulation or order
           promulgated by a governmental authority having or asserting
           jurisdiction, inclement weather that necessitates extraordinary
           measures and expense to construct facilities and/or maintain
           operations, or any other causes, whether of the kind enumerated
           herein or otherwise, which are not within the control of the Party
           claiming suspension and which by the exercise of due diligence such
           Party is unable to prevent or overcome. Such term shall likewise
           include, in those instances where either Party hereto is required to
           obtain servitudes, rights-of-way, grants, permits or licenses to
           enable such Party to fulfill its obligations hereunder, the inability
           of such Party to acquire, or delays on the part of such Party in
           acquiring, at reasonable cost and after the exercise of reasonable
           diligence, such servitudes, rights-of-way grants, permits or
           licenses, and in those instances where either Party hereto is
           required to furnish materials and supplies for the purpose of
           constructing or maintaining facilities to enable such Party to
           fulfill its obligations


<Page>

December 15, 1997
Page 13

           hereunder, the inability of such Party to acquire, or delays on the
           part of such Party in acquiring, at reasonable cost and after the
           exercise of reasonable diligence, such materials and supplies. The
           term "Force Majeure" shall also include any event of force majeure
           occurring with respect to the facilities or services of either
           Party's suppliers or customers providing a service or providing any
           equipment, goods, supplies or other items necessary to the
           performance of such Party's obligations, and shall also include
           curtailment or interruption of deliveries or services by such
           third-party suppliers or customers as a result of an event defined as
           Force Majeure hereunder.

      (c)  Notwithstanding subsection 17(a) above, it is understood and agreed
           that the settlement of strikes or lockouts shall be entirely within
           the discretion of the Party having the difficulty, and that the above
           requirement that any Force Majeure shall be remedied with all
           reasonable dispatch shall not require the settlement of strikes or
           lockouts by acceding to the demands of the opposing Party when such
           course is inadvisable in the discretion of the Party having the
           difficulty.

18.   SUCCESSORS AND ASSIGNS. This Agreement shall extend to and be binding
      upon the Parties hereto, their heirs, successors and permitted assigns.
      Notwithstanding the foregoing, neither Party may assign or sublet this
      Agreement in whole or in part without the prior written consent of the
      other Party, which consent will not be unreasonably withheld or
      delayed; provided, however, (i) either Party shall have the right to
      assign this Agreement to any of its Affiliates and to any future owner
      or owners of the Facilities without the necessity of obtaining any
      consent from the other Party; further provided, however, that any such
      assignment to an Affiliate shall in no way relieve or release the
      assigning Party from any of its obligations hereunder unless consented
      to in writing by the other Party and (ii) the foregoing shall be
      subject to CBF's rights offer such services to its fractionation
      customers as set forth in Section 15 B. of Exhibit "A".

19.   NO COMMISSIONS, FEES OR REBATES. Except as expressly provided in this
      Agreement, no director, employee or agent of either Party shall give or
      receive any commission, fee, rebate gift or entertainment of
      significant cost or value in connection with this Agreement. Any
      representative or representative(s) authorized by either Party may
      audit the applicable records of the other Party for the purpose of
      determining whether there has been compliance with this Section.

20.   SEVERABILITY. This Agreement and the operations hereunder shall be
      subject to the valid and applicable federal and state laws and the
      valid and applicable orders, laws, local ordinances, rules, and
      regulations of any local, state or federal authority having
      jurisdiction, but nothing contained herein shall be construed as a
      waiver of any right to question or contest any such order, laws, rules,
      or regulations in any forum having jurisdiction in the premises. If any
      provision of this Agreement is held to be illegal, invalid, or
      unenforceable under the present or future laws effective during the
      term of this

<Page>

December 15, 1997
Page 14

      Agreement, (i) such provision will be fully severable, (ii) this Agreement
      will be construed and enforced as if such illegal, invalid, or
      unenforceable provision had never comprised a part of this Agreement, and
      (iii) the remaining provisions of this Agreement will remain in full force
      and effect and will not be affected by the illegal, invalid, or
      unenforceable provision or by its severance from this Agreement.
      Furthermore, in lieu of such illegal, invalid, or unenforceable provision,
      there will be added automatically as a part of this Agreement a provision
      similar in terms to such illegal, invalid, or unenforceable provision as
      may be possible and as may be legal, valid, and enforceable. If a
      provision of this Agreement is or becomes illegal, invalid, or
      unenforceable in any jurisdiction, the foregoing event shall not affect
      the validity or enforceability in that jurisdiction of any other provision
      of this Agreement nor the validity or enforceability in other
      jurisdictions of that or any other provision of this Agreement.

21.   GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES
      ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED,
      ENFORCED, AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,
      AS THE SAME MAY BE AMENDED FROM TIME TO TIME, WITHOUT GIVING EFFECT TO ANY
      CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE
      APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS.

22.   ENTIRE AGREEMENT, AMENDMENT AND WAIVER. This Agreement, including,
      without limitation, all exhibits hereto, integrates the entire
      understanding between the Parties with respect to the subject matter
      covered and supersedes all prior understandings, drafts, discussions,
      or statements, whether oral or in writing, expressed or implied,
      dealing with the same subject matter. This Agreement may not be amended
      or modified in any manner except by a written document signed by both
      Parties that expressly amends this Agreement. No waiver by either Party
      hereto of any of the provisions of this Agreement shall be deemed or
      shall constitute a waiver of any other provision hereof (whether or not
      similar) nor shall such waiver constitute a continuing waiver unless
      expressly provided. No waiver shall be effective unless made in
      writing and signed by the Party to be charged with such wavier.

23.   SETOFFS AND COUNTERCLAIMS. Except as otherwise provided herein, Warren
      reserves to itself all rights, set-offs, counterclaims, and other remedies
      and/or defenses which Warren is or may be entitled to arising from or out
      of this Agreement or as otherwise provided by law.

24.   NO PARTNERSHIP, ASSOCIATION, ETC. Nothing contained in this Agreement
      shall be construed to create an association, trust, partnership, or
      joint venture or impose a trust or partnership duty, obligation, or
      liability on or with regard to either Party.

<Page>

December 15, 1997
Page 15

25.   EXHIBITS.  All Exhibits attached hereto are incorporated herein by
      reference as fully as though contained in the body hereof. If any
      provision of any Exhibit conflicts with the terms and provisions
      hereof, the provisions of this Agreement shall prevail.

26.   DTPA WAIVER.  EACH PARTY EXECUTING THIS AGREEMENT HEREBY WAIVES ITS
      RESPECTIVE RIGHTS, IF ANY, UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER
      PROTECTION ACT, SECTION 17.41 ET SEQ., TEXAS BUSINESS & COMMERCE CODE,
      A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER
      CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION, EACH PARTY
      EXECUTING THIS AGREEMENT VOLUNTARILY CONSENTS TO THIS WAIVER. IN
      ADDITION, EACH PARTY EXECUTING THIS AGREEMENT HEREBY REPRESENTS AND
      WARRANTS TO THE OTHER PARTY THAT (i) SUCH PARTY'S LEGAL COUNSEL WAS NOT
      DIRECTLY OR INDIRECTLY IDENTIFIED, SUGGESTED, OR SELECTED BY THE OTHER
      PARTY OR BY AN AGENT OF SUCH OTHER PARTY, AND (ii) NEITHER PARTY
      EXECUTING THIS AGREEMENT IS IN A SIGNIFICANTLY DISPARATE BARGAINING
      POSITION.

27.   PRINCIPLES OF CONSTRUCTION AND INTERPRETATION. In construing this
      Agreement, the following principles shall be followed:

      (a)  no consideration shall be given to the fact or presumption that
           one Party had a greater or lesser hand in drafting this Agreement;

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

      (c)  the word "includes" and its syntactical variants mean "includes,
           but is not limited to" and corresponding syntactical variant
           expressions; and

      (d)  the plural shall be deemed to include the singular and vice
           versa, as applicable.

28.   NOTICES.  Any notice or other communication provided for in this
      Agreement or any notice which either Party may desire to give to the
      other shall be in writing and shall be deemed to have been properly
      given if and when sent by facsimile transmission, delivered by hand, or
      if sent by mail, upon deposit in the United States mail, either U.S.
      Express Mail, registered mail or certified mail, with all postage fully
      prepaid, or if sent by courier, by delivery to a bonded courier with
      charges paid in accordance with the customary arrangements established
      by such courier, in each case addressed to the Parties at the following
      addresses:


<Page>

December 15, 1997
Page 16


      FOR WARREN:

      To:            WARREN PETROLEUM COMPANY,
                     LIMITED PARTNERSHIP
      Attention:     Vice President, Asset Marketing and Services
                     1000 Louisiana, Suite 5800
                     Houston, Texas 77002

      Phone:         (713) 507-6408
      FAX:           (713) 767-8246

      FOR CBF:

      To:            CEDAR BAYOU FRACTIONATORS, L.P.
                     c/o Warren Petroleum Company, Limited Partnership
      Attention:     Vice President, Asset Marketing and Services
                     1000 Louisiana, Suite 5800
                     Houston, Texas 77002

      Phone:         (713) 507-6408
      FAX:           (713) 767-8246

           WITH A COPY TO:

                     To:        Amoco Oil Company
                     Attention: Manager, NGL Planning and Optimization
                                Mail Code 1102
                     At:        200 East Randolph Drive
                                Chicago, Illinois 60601
                     or:        P.0. Box 87707
                                Chicago, Illinois 60681-0707
                     Phone:     (312) 856-6730
                     FAX:       (312) 616-0624

or at such other address as either Party shall designate by written notice to
the other. A notice sent by facsimile shall be deemed to have been received by
the close of the business Day following the Day on which it was transmitted and
confirmed by transmission report or such earlier time as confirmed orally or in
writing by the receiving Party. Notice by U. S. Mail, whether by U. S. Express
Mail, registered mail or certified mail, or by overnight courier shall be deemed
to have been received by the close of the second business Day after the Day upon
which it was sent, or such earlier time as is confirmed orally or in
<Page>

December 15, 1997
Page 17


      writing by the receiving Party. Any Party may change its address or
      facsimile number by giving notice of such change in accordance herewith.

29.   ALTERNATIVE DISPUTE RESOLUTION.

      (a)  COVERED DISPUTES - Any dispute, controversy or claim (whether
           sounding in contract, tort or otherwise) arising out of or relating
           to this Agreement, including, without limitation, the meaning of its
           provisions, or the proper performance of any of its terms by either
           Party, its breach, termination or invalidity ("Dispute") will be
           resolved in accordance with the procedures specified in this Section,
           which will be the sole and exclusive procedure for the resolution of
           any such Dispute, except that a Party, without prejudice to the
           following procedures, may file a complaint to seek preliminary
           injunctive or other provisional judicial relief, if in its sole
           judgment, that action is necessary to avoid irreparable damage or to
           preserve the status quo. Despite the filing of any such injunctive or
           other provisional judicial relief, the Parties will continue, subject
           to Subsection (j) below, to participate in the applicable procedures
           specified in this Section. The obligation to participate in such
           applicable procedures shall not require either Party to participate
           in the negotiation between executives procedures set forth in
           Subsection (c) below or the mediation procedures set forth in
           Subsection (d) below if either Party determines, in its sole
           discretion, that such procedures would be futile.

      (b)  INITIATION OF PROCEDURES. Either Party desiring to initiate the
           dispute resolution procedures set forth in this Section with respect
           to a Dispute not resolved in the ordinary course of business (the
           "Initiating Party") must give written notice of the Dispute (the
           "Dispute Notice") to the other Party (the "Non-Initiating Party").
           The Dispute Notice shall include (i) a statement of that Party's
           position and a summary of arguments supporting that position, and
           (ii) the name and title of the executive who will represent that
           Party, and of any other person who will accompany the executive, in
           the negotiations under Subsection (c) below.

      (c)  NEGOTIATION BETWEEN EXECUTIVES - If one Party has given a Dispute
           Notice under Subsection (b) above, the Parties may attempt in good
           faith to resolve the Dispute within forty-five (45) days following
           receipt of the Dispute Notice by the Non Initiating Party by
           negotiation between executives who have authority to settle the
           Dispute and who are at a higher level of management than the persons
           with direct responsibility for administration of this Agreement or
           the matter in Dispute. Within fifteen (15) days after receipt of the
           Dispute Notice, the Non-Initiating Party may submit to the other a
           written response. If given, the response will include (i) a statement
           of that Party's position and a summary of arguments supporting that
           position, and (ii) the name and title of the executive who will
           represent that Party and of any other person who will accompany the
           executive. If such a response is given by the Non-Initiating Party,
           within forty-five (45) days
<Page>

December 15, 1997
Page 18


           following receipt of the Dispute Notice by the Non-Initiating Party,
           the executives of both Parties will meet at a mutually acceptable
           time and place, and thereafter, as often as they reasonably deem
           necessary, to attempt to resolve the Dispute.

      (d)  MEDIATION - If the Dispute has not been resolved by negotiation under
           the Subsection (c) above within forty-five (45) days following
           receipt of the Dispute Notice by the Non-Initiating Party or if the
           Non-Initiating Party fails to respond within the required fifteen
           (15) day period, either Party may initiate the mediation procedure of
           this Subsection by giving written notice to the other Party
           ("Mediation Notice"). The Parties will endeavor to settle the Dispute
           by mediation within sixty (60) days of the Mediation Notice under the
           then current Center for Public Resources ("CPR") Model Mediation
           Procedure for Business Disputes. If the Parties have not agreed upon
           a mediator within seven (7) days after the Mediation Notice, either
           Party may request CPR assistance in the selection of a mediator under
           its guidelines. Unless otherwise agreed to by the Parties, no
           discovery shall be allowed during the sixty (60) day mediation
           period. If both Parties elect to participate in the mediation
           procedures set forth herein, the cost of the mediator will be shared
           equally between the Parties, unless otherwise agreed to in writing by
           the Parties. If one Party elects not to participate in the mediation
           procedures, neither Party shall bear any cost associated with such
           procedure, other than costs that each Party may have incurred in
           connection therewith which shall be borne by the Party that incurred
           such costs.

      (e)  ARBITRATION. If the Dispute has not been resolved by mediation under
           the Subsection (d) above within the required sixty (60) day period or
           if either Party fails and/or refuses to participate in such mediation
           procedures, either Party may request that the matter be resolved
           through arbitration by submitting a written notice (the "Arbitration
           Notice") to the other. Any arbitration that is conducted hereunder
           shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1
           ET SEQ., as amended, and will not be governed by the arbitration
           acts, statutes, or rules of any other jurisdiction.

      (f)  ARBITRATION PROCEDURE. The Arbitration Notice shall name the
           noticing Party's arbitrator and shall contain a statement of the
           issue(s) presented for arbitration. Within fifteen (15) Days of
           receipt of an Arbitration Notice, the other Party shall name its
           arbitrator by written notice to the other and may designate any
           additional issue(s) for arbitration. The two named arbitrators shall
           select the third arbitrator within fifteen (15) Days after the date
           on which the second arbitrator was named. Should the two arbitrators
           fail to agree on the selection of the third arbitrator, either Party
           shall be entitled to request the Senior Judge of the United States
           District Court for the Southern District of Texas to select the third
           arbitrator. Should either Party fail and/or refuse to name its
           arbitrator within the required fifteen (15) day period, the other
           Party shall be entitled to request the Senior Judge
<Page>

December 15, 1997
Page 19


           of the United States District Court for the Southern District of
           Texas to select the arbitrator for such Party. All arbitrators shall
           be qualified by education or experience within the natural gas
           liquids portion of the energy industry to decide the issues presented
           for arbitration. No arbitrator shall be: a current or former
           director, officer, or employee of either Party or its Affiliates; an
           attorney (or member of a law firm) who has rendered legal services to
           either Party or its Affiliates within the preceding three Years; or
           an owner of any of the common stock of either Party, or its
           Affiliates.

      (g)  ARBITRATION HEARING. The three arbitrators shall commence the
           arbitration proceedings within twenty-five (25) Days following the
           appointment of the third arbitrator. The arbitration proceedings
           shall be held at a mutually acceptable site and if the Parties are
           unable to agree on a site, the arbitrators shall select the site. The
           arbitrators shall have the authority to establish rules and
           procedures governing the arbitration proceedings, including, without
           limitation, rules concerning discovery. Each Party shall have the
           opportunity to present its evidence at the hearing. The arbitrators
           may call for the submission of pre-hearing statements of position and
           legal authority, but no post-hearing briefs shall be submitted. The
           arbitration panel shall not have the authority to award incidental,
           consequential, special, punitive or exemplary damages. In addition,
           if an issue under consideration is limited to a determination of an
           amount of money owed by one Party to the other, each Party shall
           submit to the arbitration panel a final offer of its proposed
           resolution of the dispute. The arbitration panel shall be charged to
           select from the two proposals the one which the panel finds to be the
           most reasonable and consistent with the terms and conditions of this
           Agreement, and the arbitration panel shall not average the Parties'
           proposals or otherwise craft its own remedy. All evidence submitted
           in an arbitration proceeding, transcripts of such proceedings, and
           all documents submitted by the Parties in an arbitration proceeding
           shall be kept confidential and shall not be disclosed to any third
           Party by either Party hereto.

      (h)  ARBITRATION DECISION AND COST. The decision of the arbitrators or a
           majority of them, shall be in writing and shall be final and binding
           upon the Parties as to the issue(s) submitted. The cost of the
           hearing shall be shared equally by the Parties, and each Party shall
           be responsible for its own expenses and those of its counsel or other
           representatives. Each Party hereby irrevocably waives, to the fullest
           extent permitted by law, any objection it may have to the
           arbitrability of any such disputes, controversies or claims and
           further agrees that a final determination in any such arbitration
           proceeding shall be conclusive and binding upon each Party.

      (i)  ENFORCEMENT OF AWARD. Judgment upon any award rendered by the
           arbitrators may be entered in any court having jurisdiction. The
           prevailing Party shall be entitled to reasonable attorneys' fees
           in any contested court proceeding brought to
<Page>

December 15, 1997
Page 20


           enforce or collect any award of judgment rendered by the
           arbitrators,

      (j)  TOLLING AND PERFORMANCE. Except as otherwise provided in this Section
           29, all applicable statutes of limitation and defenses based upon the
           passage of time and all contractual limitation periods specified in
           this Agreement, if any, will be tolled while the procedures specified
           in this Section 29 are pending. The Parties will take all actions to
           effectuate necessary to effectuate the tolling of any applicable
           statute of limitation or contractual limitation periods. All
           deadlines specified herein may be extended by mutual written
           agreement of the Parties. Each Party is required to continue to
           perform its obligations under this Agreement pending final resolution
           of any Dispute, unless to do so would be impossible or impracticable
           under the circumstances. Notwithstanding the foregoing, the statute
           of limitations of the State of Texas applicable to the commencement
           of a lawsuit will apply to the commencement of an arbitration under
           this Agreement, except that no defenses will be available based upon
           the passage of time during any negotiation or mediation called for by
           the preceding Subsections of this Section.

30.   HEADINGS, ARTICLES AND SECTIONS. All references to "Articles" and
      "Sections" herein pertain to Articles and Sections of this Agreement,
      unless expressly stated otherwise. Headings are for purposes of
      reference only and shall not be used to construe the meaning of this
      Agreement.

31.   NO THIRD PARTY BENEFICIARY. This Agreement is for the sole benefit of the
      Parties and their respective successors and permitted assigns, and shall
      not inure to the benefit of any other person whomsoever, it being the
      intention of the Parties that no third person shall be deemed a third
      Party beneficiary of this Agreement.

32.   RECORDS RETENTION. Each of the Parties hereto agrees to retain all
      relevant files and records relating to this Agreement and the storage
      and redelivery of Product(s) and Raw Make hereunder for a period of no
      less than thirty six (36) Months.


(SIGNATURES ON FOLLOWING PAGE - REMAINING PORTION OF PAGE INTENTIONALLY LEFT
BLANK)
<Page>

December 15, 1997
Page 21


Please acknowledge the receipt and acceptance of this agreement by signing
and dating a copy of this agreement in the space provided below and returning
one copy to us for you files. Upon your acceptance, this agreement shall be
in full force and effect.

Very truly yours,

/s/  STEPHEN A. FURBACHER
Stephen A. Furbacher
President


Agreed to and Accepted this

16th Day of December, 1997.


CEDAR BAYOU FRACTIONATORS, L.P.

By: Downstream Energy Ventures Co., L.L.C. Managing General Partner

By: /s/  WILLIAM E. PUCKETT
------------------------------------
William E. Puckett

Title:     Vice President
      ------------------------------


                SIGNATURE PAGE TO PRODUCT AND RAW MAKE STORAGE
                  AGREEMENT #84-969 BETWEEN WARREN PETROLEUM
                 COMPANY, LIMITED PARTNERSHIP AND CEDAR BAYOU
                             FRACTIONATORS, L.P.
<Page>

                     'Confidential Treatment Requested'

December 15, 1997
Page 22


                                 EXHIBIT "A"
                                       to

                    Product and Raw Make Storage Agreement
                                by and between
                Warren Petroleum Company, Limited Partnership,
                                     and
                         Cedar Bayou Fractionators, L.P.

              PRODUCT AND RAW MAKE STORAGE AGREEMENT NO. 84-969

The attached Product and Raw Make Storage Agreement and this Exhibit "A"
shall constitute the mutual agreement of Cedar Bayou Fractionators, L.P.
("CBF") and Warren Petroleum Company, Limited Partnership ("Warren") for CBF
to lease space in the Storage Facility owned and/or controlled by Warren.

1.   DEFINITIONS:  Capitalized terms used in this Exhibit "A" shall have
                   the same meanings given to them in the Product and Raw Make
                   Storage Agreement to which this Exhibit is attached.

2.   TERM:         This Agreement shall commence as of January 1, 1998, and
                   shall be coterminous with that certain Limited Partnership
                   Agreement of Cedar Bayou Fractionators, L.P.

3.   PRODUCTS AND  Initial Products and Raw Make will be E/P Mix,
     RAW MAKE:     propane, normal butane, isobutane, natural gasoline,
                   Y-Grade Raw Product, Back-End Mix and Unfractionated
                   Products.

4.   STORAGE       The Facilities
     FACILITY:

5.   LEASE         A.  6,700,000 Barrels of Specification Product Storage;
     VOLUME:       B.  2,000,000 Barrels of Y-Grade Raw Product Storage (one
                       well-dedicated service);
                   C.  2,000,000 Barrels of Back-End Mix Storage (one
                       well-dedicated service); and
                   D.  1,000,000 Barrels of Unfractionated Products.

6:   STORAGE       Initial allocation of the 6,700,000 Barrels of Specification
     SPACE         Product storage space shall be as follows:
     ALLOCATION:

*                  EP-Mix                    [REDACTED] Barrels
*                  Propane                   [REDACTED] Barrels


                                      22
<Page>

                        'Confidential Treatment Requested'

December 15, 1997
Page 23


*                  Isobutane                 [REDACTED] Barrels
*                  Normal Butane             [REDACTED] Barrels
*                  Natural Gasoline          [REDACTED] Barrels

                   Subject to available capacity at the time, after taking into
                   consideration third party commitments and Warren's and its
                   Affiliates' reasonable internal storage requirements, and
                   subject to the limitation of the Facilities from time to
                   time, CBF may alter the allocation of its storage space for
                   Specification Products at the beginning of each calendar
                   quarter by notifying Warren in writing of such change at
                   least forty five (45) days prior to the beginning of such
                   quarter. Warren reserves the right to reject the
                   allocations requested by CBF based on the limitations of
                   the Facilities and/or the unavailability of capacity by
                   notifying CBF in writing of such rejection at least
                   fifteen (15) days prior to the beginning of such quarter.

7.   RECEIPT AND   A.  Subject to scheduling restrictions and
     REDELIVERY        facility capabilities, Warren will provide Specification
     FEES FOR          Product receipt rates at the Facilities from the Cedar
     SPECIFICATION     Bayou Fractionator as follows:
     PRODUCTS AND
     RAW PRODUCT       PRODUCT                   RECEIPT RATES
*                      EP mix                    [REDACTED] BPD
*                      Propane                   [REDACTED] BPD
*                      Iso Butane                [REDACTED] BPD
*                      Normal Butane             [REDACTED] BPD
*                      Natural Gasoline          [REDACTED] BPD

                       It is understood and agreed that the receipt rates set
                       forth above may vary at any time and from time to time
                       by a plus or minus 15%.

                       Subject to scheduling restrictions and facility
                       capabilities, Warren will provide redelivery of the
*                      Specification Products listed above at [REDACTED] of
                       the actual delivery rates from the Cedar Bayou
*                      Fractionator to the Facilities or [REDACTED] of the
                       Receipt Rates set forth above, whichever is lower.

                   B.  Subject to scheduling restrictions and facility
                       capabilities, Warren will provide Raw Make receipt
                       rates as follows:

*                      [REDACTED] BPD for Y-Grade Raw Product;
*                      [REDACTED] BPD for Back-End Mix; and
*                      [REDACTED] BPD for Unfractionated Products.


                                      23
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Page 24

8.   LEASE RATE:  For the Initial Contract Year the Lease Rate shall be
*                 [REDACTED] per Year and billed Monthly [REDACTED] per
                  Month). Each Year thereafter, the rate shall escalate based
                  on the following formula:

*                 Lease Fee = [REDACTED] (CPIU/1997 CPIU)

                  WHERE:

                  CPIU       =   The Consumer Price Index for the final Month
                                 of the previous calendar Year

                  1997 CPIU  =   The Consumer Price Index for December, 1997

9.   EXCESS       For all barrels in CBF's account at month-end in excess of
     STORAGE:     (i) the then  current Lease Volume and/or (ii) the allocated
                  volume of each Product as set forth in 6 above (it being
                  understood and agreed that CBF shall never be allowed to
                  store excess Y-Grade Raw Product, Back-End Mix or
                  Unfractionated Product), CBF will pay an excess storage fee
*                 of [REDACTED] per Gallon per Month ("Excess Storage Fee")
                  calculated as follows:

*                 [REDACTED]

*                 [REDACTED]

*                 [REDACTED]
                  *    Only positive numbers can be used in this formula. If
                  any of V, W, X, Y or Z are negative numbers, substitute zero
                  instead. Each of V, W, X, Y and Z shall be referred to
                  hereinafter as "Component Over-storage."

*                 [REDACTED]
                  **   Only if a positive number; if negative, no excess
                  storage fee will be payable

                  WHERE:

                  TVS       =    Total Volume Stored at Month-end for each
                                 category of Storage as set forth in 6 above
                                 (i.e. Specification Products, Y-Grade Raw
                                 Product, Back-End Mix and


                                      24
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December 15, 1997
Page 25

                                 Unfractionated Products)
                  LV        =    Lease Volume for each category of Storage as
                                 set forth in 6 above
                  EPS       =    EP-Mix Stored at Month-end
                  AEPV      =    Allocated Volume of EP-Mix as set forth in 6
                                 above multiplied times 1.25 ***
                  PS        =    Propane Stored at Month-end
                  APV       =    Allocated Volume of Propane as set forth in 6
                                 above multiplied times 1.25 ***
                  IS        =    Isobutane Stored at Month-end
                  AIV       =    Allocated Volume of Isobutane as set forth in
                                 6 above multiplied times 1.25 ***
                  NBS       =    Normal Butane Stored at Month-end
                  ANBV      =    Allocated Volume of Normal Butane as set
                                 forth in 6 above multiplied times 1.25 ***
                  NGS       =    Natural Gasoline Stored at Month-end
                  ANGV      =    Allocated Volume of Natural Gasoline as set
                                 forth in 6 above multiplied times 1.25 ***

                     ***  Each of AEPV, APV, AIV, ANBV, AND ANGV shall never be
                          less than 50,000 Barrels. If the formula set forth
                          above results in zero or less than 50,000, the number
                          50,000 will be used instead.

                     Notwithstanding the foregoing, if (i) unused storage
                     capacity for a particular Product was available during the
                     relevant time period and (ii) Warren (including its
                     Affiliates) and Warren's storage customers were not
                     adversely impacted by CBF's Component Over-storage
                     attributable to such Product, Warren will waive that
                     portion of the Excess Storage Fee applicable to such
                     Product.

*10.  RETURN         [REDACTED] on barrels originating from the Facilities or
      PERCENTAGE:    the Cedar Bayou Fractionator. CBF will be responsible for
                     the actual gain or loss on wells that are in Raw Make
                     service and are dedicated to CBF.

11.   REDELIVERY     No charge for redelivery to the following locations: TET,
      FEES:          Enron, EPC and Diamond. CBF shall have the right to tender
                     propane (subject to Warren's allocation) into the Dixie
                     pipeline for and on behalf of CBF's customers for a
*                    delivery fee of [REDACTED] per Barrel. Such Dixie pipeline
                     tenders shall be limited to the quantity of propane
                     produced at the Cedar Bayou Fractionator during the
                     preceding Month, less any volumes of Propane produced at
                     the Cedar Bayou Fractionator delivered during the current
                     Month into barges, tank cars, tank trucks or other
                     pipelines.



                                       25
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December 15, 1997
Page 26

12.  OTHER FEES:  CBF will pay Warren Product and Raw Make handling fees
                  as follows:

                  1.   Loading/unloading of NGL barges will be at a fee of
*                      [REDACTED] per Gallon. The volume of Products CBF shall
                       have the right to load into barges will be limited by
                       type of Product to the volume of each such Product
                       produced at the Cedar Bayou Fractionator during the
                       preceding Month less any volumes of Products produced
                       at the Cedar Bayou Fractionator delivered during the
                       current Month into tank cars, tank trucks or pipelines.

                2.     Loading/unloading of NGL trucks or NGL railcars will be
*                      at a fee of [REDACTED] per Gallon for un-stenched
*                      Product and/or Raw Make and at a fee of [REDACTED] per
                       Gallon for stenched Product. The volume of Products CBF
                       shall have the right to load into NGL trucks and NGL
                       railcars will be limited by type of Product to the
                       volume of each such Product produced at the Cedar Bayou
                       Fractionator during the preceding Month less any
                       volumes of Products produced at the Cedar Bayou
                       Fractionator delivered during the current Month into
                       barges or pipelines.

                  There will be no volume limit on the Products and Raw Make
                  unloaded by any method outlined above; provided, however, the
                  unloading of Products and Raw Make will be subject to
                  scheduling, well availability, and the then current operating
                  configurations and capabilities. Specification products
                  unloaded by NGL trucks, NGL railcars, barges or any other
                  method will not be maintained as specification products and
                  will be treated for all purposes hereunder as Unfractionated
                  Product.

13.   PAYMENT     As set forth in Section 11 of the Agreement to which this
      TERMS:      Exhibit is attached.

14.   SCHEDULING: CBF shall schedule all movements through Warren's
                  Product Distribution Group. Delivery orders for CBF's account
                  will not be honored unless the volume of Product(s) and Raw
                  Make requested to be redelivered from storage is owned or
                  controlled by CBF and credited to CBF's Storage Account.

*15.  SPECIAL     A.   At the end of the [REDACTED], the fees for Product and
      PROVISIONS:      Raw Make receipts, deliveries, excess storage and
                       barge/rail/truck loading/unloading (other fees) will be
                       subject to renegotiation to the then current market rates
                       for the same services at the Facilities.


                                      26
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Page 27


                  B.   This agreement is intended to cover storage and terminal
                       services required for the Mont Belvieu Fractionator to
*                      process [REDACTED] Barrels per Day ([REDACTED] Barrels
*                      per Day Y-Grade Raw Product and [REDACTED] Barrels per
                       Day of Back-End Mix and Unfractionated Products,
                       combined) having a composition as existed during 1997.

                  C.   It is understood and agreed that CBF shall not have the
                       right to deliver Specification Products to the Facilities
                       other than from the Cedar Bayou Fractionator.

                  D.   It is further understood and agreed that this Agreement
                       is being entered into to enable CBF to offer the
                       services set forth above to its fractionation customers
                       with the understanding that any such services performed
                       by Warren for the benefit of CBF's customers shall be
                       charged to CBF as though such services were performed
                       for CBF's benefit. Notwithstanding the foregoing, CBF
                       shall not be charged for any services performed by
                       Warren on behalf of a CBF fractionation customer if
                       such services are performed by Warren pursuant to a
                       separate agreement entered into between such customer
                       and Warren.





                                      27

<Page>

December 15, 1997
Page 28


                                 EXHIBIT "B"
                                       to
                    Product and Raw Make Storage Agreement
                                by and between
                Warren Petroleum Company, Limited Partnership,
                                       and
                         Cedar Bayou Fractionators, L.P.

             PRODUCT AND RAW MAKE STORAGE AGREEMENT NO. ________

                           SPECIFICATIONS FOR PRODUCTS

                                 ETHANE-PROPANE
                                  80-20 MIXTURE
                                  SPECIFICATION

      Product characteristics with test methods are herein specified for
ethane-propane 80-20 mixtures received by Warren.

<Table>
<Caption>
                                                                                      TEST METHODS
PRODUCT CHARACTERISTICS                        MINIMUM      MAXIMUM                   LATEST REVISION
-----------------------                        -------      -------                   ---------------
<S>                                            <C>          <C>                       <C>
1. COMPOSITION                                                                         ASTM E-260
     Percent by Liquid Volume
     Methane (Percent of Ethane)                            2.0                        GPA 2177
     Ethylene (Percent of Ethane)                           1.0
     Methane, Ethane & Ethylene                 78.0        82.0
     Propane, Propylene, & Butanes              18.0        22.0                       ASTM D-2163
     Propylene                                              1.0
     Butanes                                                0.8

2. CORROSION
     Copper Strip @ 100 DEG. F                              1-b                        ASTM D-1838
     (Invalid if additive or inhibitor
     is used.)
     Corrosion Additive or Inhibitor,
     PPM by Weight                                          1                          Applicable Industry Practices

3. TOTAL SULFUR
     PPM by Weight in Liquid                                120                        ASTM D-3246

4. DRYNESS                                                  No Free Water              Visual

5. CARBON DIOXIDE
     PPM by Weight in Liquid                                1,000                      GPA 2177
</Table>

PRODUCT ACCOUNTING
For accounting purposes, methane and ethylene shall be considered ethane,
propylene and butanes shall be considered propane within the above listed
specification limits.
Any excess of these hydrocarbon components above the specification limits
shall not be accounted for.


                                      28
<Page>

December 15, 1997
Page 29


                                     PROPANE
                                  SPECIFICATION

Product characteristics with test methods are herein specified for propane
received by Warren. This product meets the requirement of the GPA HD-5
propane specification.

<Table>
<Caption>
                                                                                      TEST METHODS
PRODUCT CHARACTERISTICS                        MINIMUM      MAXIMUM                   LATEST REVISION
-----------------------                        -------      -------                   ---------------
<S>                                            <C>          <C>                       <C>

1. COMPOSITION                                                                        ASTM E-260
     Percent by Liquid Volume Ethane                        As limited by other
                                                            components & vapor
                                                            pressure.
     Propane                                    90.0        100
     Propylene                                              5.0                       ASTM D-2163
     Butanes & Heavier                                      2.5
2. VAPOR PRESSURE
     Psig @ 100 DEG. F                                      208                       ASTM D-1267

3. CORROSION
     Copper Strip @ 100 DEG. F                              1-b                       ASTM D-1838
     (Invalid if additive or inhibitor is
     used.)
     Corrosion Additive or Inhibitor,
PPM by Weight.                                              1                         Applicable Industry Practices
4. TOTAL SULFUR
     PPM by Weight in Liquid                                120                       ASTM D-3246
5. HYDROGEN SULFIDE
     PPM by Weight in Liquid                                1                         Field - Length of Stain Tube
     (Lab test required if field test is                                              Lab Chromatography with
     positive.)                                                                       Flame Photometric Detector
6. CARBONYL SULFIDE
     PPM by Weight in Liquid                                2                         Field - Length of Stain Tube
     (Field test invalid if C(4) + exceeds
1.0  LV%) (Lab test required if field test                                            Lab - UOP 212 or UOP 791
     is positive.)                                                                    Lab - Gas Chromatography with
                                                                                      Flame Photometric Detector
7. NON-VOLATILE RESIDUE
     a) Milliliters @ 100 DEG. F                            0.05                      ASTM D-2158
     b) Oil Stain                                           Pass


THE FOLLOWING TESTS ARE OPTIONAL, DEPENDING
  UPON THE PRODUCT SOURCE:

8. DRYNESS
     Freeze Valve, Seconds                                  60 (Note 2)               ASTM D-2713
9. VOLATILE RESIDUE
     95% Evaporated - Temperature, DEG. F                   -37                       ASTM D-1837
10. AMMONIA
     PPM by Weight in Liquid                                 1                        Field - Length of Stain Tube
                                                                                      Lab - UOP 430
11. FLUORIDES
     PPM by Weight in Liquid as                              5                        Field - Length of Stain Tube
     Monatomic Fluorine

12. OTHER DELETERIOUS SUBSTANCES (PPM
  BY WEIGHT IN LIQUID)
     Includes but not limited to                             1                        Gas chromatography with flame
     (Isoprene, Butadiene, Vinyl                                                      ionization or electron capture
     Chloride, glycol, amine, caustic)                                                detection or other
</Table>

                                      29
<Page>


December 15, 1997
Page 30


NOTES:     (1) The test methods for items 2 and 7 are not necessary if a
compositional analysis is available which indicates compliance with these
requirements.
           (2) The addition of methanol in the distribution system should be
on a spot basis and must not exceed a rate of 5 gallons per 10,000 gallons of
product.




                                      30
<Page>

December 15, 1997
Page 31


                                  NORMAL BUTANE
                                  SPECIFICATION

     Product Characteristics with test methods are herein specified for
normal butane received by Warren.

<Table>
<Caption>
                                                                                      TEST METHODS
PRODUCT CHARACTERISTICS                        MINIMUM      MAXIMUM                   LATEST REVISION
-----------------------                        -------      -------                   ---------------
<S>                                            <C>          <C>                       <C>
1. COMPOSITION                                                                        ASTM E-260
     Percent by Liquid Volume
     Isobutane and Lighter                                  5.0                       ASTM D-2163
     Butylene (Percent of N. Butane)                        1.0
     N. Butane & Butylene                      95.0         100                       GPA 2165
     Pentanes & Heavier                                     2.0

2. VAPOR PRESSURE
     Psig @ 100 DEG. F                                      50                        ASTM D-1267

3. CORROSION
     Copper Strip @ 100 DEG. F                              1-b                       ASTM D-1838
     (Invalid if additive or inhibitor is
     used.)
     Corrosion Additive or Inhibitor,
PPM  by Weight                                              1                        Applicable Industry Practices

4. TOTAL SULFUR
     PPM by Weight in Liquid                                140                      ASTM D-3246

5. VOLATILE RESIDUE
     95% Evaporated - Temperature, DEG. F                   +36                      ASTM D-1837

6. DRYNESS                                                  No Free Water            Visual
</Table>

NOTE: The test methods for Items 2 and 5 are not necessary if a compositional
analysis indicates compliance with these requirements.




                                      31
<Page>

December 15, 1997
Page 32

                                    ISOBUTANE
                                  SPECIFICATION

     Product characteristics with test methods are herein specified for
isobutane received by Warren.

<Table>
<Caption>

                                                                                                    TEST METHODS
PRODUCT CHARACTERISTICS                          MINIMUM               MAXIMUM                      LATEST REVISION
-----------------------                          -------               -------                      ---------------
<S>                                              <C>                   <C>                          <C>
1. COMPOSITION                                                                                      ASTM E-260
         Percent by Liquid Volume
         Propane, Propylene and Lighter                                3.0                          ASTM D-2163
         Isobutane                               96.0                  100
         Butylene, Normal Butane & Heavier                             4.0

2. VAPOR PRESSURE
         Psig @ 100 DEG. F                                             62                           ASTM D-1267

3. CORROSION
         Copper Strip @ 100 DEG. F                                     1-b                          ASTM D-1838
         (Invalid if additive or inhibitor is
         used.)
         Corrosion Additive or Inhibitor,
PPM      by Weight                                                     1                            Applicable Industry Practices

4. TOTAL SULFUR
         PPM by Weight in Liquid                                       140                          ASTM D-3246

5. VOLATILE RESIDUE
         95% Evaporated - Temperature DEG. F                           +16                          ASTM D-1837

6. DRYNESS                                                             No Free Water                Visual


</Table>

NOTE: The test methods for Items 2 and 5 are not necessary if an adequate
compositional analysis is available which indicates compliance with these
requirements.


                                        32

<Page>

December 15, 1997
Page 33

                                NATURAL GASOLINE
                                 SPECIFICATION

    Product characteristics with test methods are herein specified for
natural gasoline received by Warren.

<Table>
<Caption>

                                                                                                    TEST METHODS
PRODUCT CHARACTERISTICS                         MINIMUM                MAXIMUM                      LATEST REVISION
-----------------------                         -------                -------                      ---------------
<S>                                             <C>                    <C>                          <C>
1. COMPOSITION                                                                                      ASTM E-260
         Percent by Liquid Volume
         Butanes & Lighter                                             3.0                          GPA 2165
         Pentanes & Heavier                      97                    100

2. VAPOR PRESSURE
         Psi@ 100 DEG. F, Reid                                         14                            ASTM D-323

3. CORROSION
         Copper Strip @ 104 DEG. F                                     1-b                           ASTM D-130
         (Invalid if additive or inhibitor is
         used.)
         Corrosion Additive or Inhibitor,
PPM                                                                    1                             Applicable Industry Practices
         by Weight.

4. DOCTOR TEST                                                         Negative                      GPA 1138

5. DRYNESS                                                             No Free Water                 Visual

6. COLOR                                         +25                   No Color                      Field White Cup Method
                                                                                                    Lab - ASTM D-156
7. DISTILLATION
         End Point, DEG. F                                             375                           ASTM D-216

</Table>

NOTE: The test methods for Items 2 and 7 are not necessary if an adequate
compositional analysis is available which indicates compliance with these
requirements.


                                        33

<Page>

                            DEMETHANIZED RAW PRODUCT
                                SPECIFICATIONS
                WARREN PETROLEUM COMPANY, LIMITED PARTNERSHIP

Product characteristics with test methods are herein specified for any
demethanized raw material of natural gas liquids received by Warren for
delivery into pipeline(s).

<Table>
<Caption>

                                                                                                     TEST METHODS
PRODUCT CHARACTERISTICS                                       MINIMUM           MAXIMUM              LATEST REVISION
-----------------------                                       -------           -------              ---------------
<S>                                                           <C>               <C>                  <C>
1. COMPOSITION                                                                                       ASTM E-260
          Percent by Liquid Volume Predominantly
          Ethane, Propane, Butanes & Natural Gasoline
          (Pentanes & Heavier)                                                                       GPA 2177
          Methane & Ethylene                                                    2.0 of Ethane
          Ethylene                                                              1.0 of Ethane
          Propylene                                                             5.0 of Propane
          Butylene                                                              1.0 of Butanes       ASTM D-2163

2. CORROSION
          Copper Strip @ 100 DEG. F (Invalid if additive or                     1-b                  ASTM D-1838
          inhibitor is used.)
          Corrosion Additive or Inhibitor, PPMW                                 1                    Applicable Industry

3. TOTAL SULFUR
         PPM by Weight in Liquid                                                150                  ASTM D-3246

4. CARBON DIOXIDE
         PPM by Weight in Liquid                                                1000                 GPA 2177

5. DRYNESS                                                                      No Free Water        Visual

6. PENTANES & HEAVIER                                                           No Color             Visual Using White Cup
         Perform the Saybolt color test after weathering                                             Method
         sample to 70 DEG. F if white cup indicates possible
         color.

             COLOR                                           Plus 25
             Saybolt No.                                                                             ASTM D-156
             DISTILLATION                                                       375
             End Point, DEG. F                                                                       ASTM D-216

7. VAPOR PRESSURE
         Warren reserves the right to limit the amount of product having a vapor pressure above four-hundred (400) psia
         at 85 DEG. F delivered at any point for injection into the pipeline to the extent necessary to ensure that the vapor
         pressure of the composite stream transported in Chevron's pipeline does not exceed four-hundred (400) psia at
         95 DEG. F. Such limitation shall be on a prorata basis as directed by Chevron Pipeline Company. Vapor pressure shall
         be determined by ASTM Method D-1267 with an 85 DEG. F constant temperature bath.

8. DELETERIOUS SUBSTANCES (ppmw in liquid)
      COS                                           1
      Ammonia                                       1
      Fluorides                                     1


</Table>


PRODUCT ACCOUNTING
For accounting purposes, methane and ethylene shall be considered ethane,
propylene shall be considered propane, and butylenes shall be considered normal
butane within the above listed specification limits.

Any excess of these hydrocarbon components above the specification limits shall
not be accounted for.

TARIFF SPECIFICATIONS
Products delivered to Warren shall also meet any individual requirements of
Chevron Pipeline Company's published tariff product specifications in effect at
time of delivery if the individual tariff specification is more stringent than
that of Warren.


                                        34

<Page>

December 15, 1997
Page 35

METHANOL
Shippers should reduce methanol levels to the lowest practical level. Injection
rates above the minimum are expensive and wasteful and methanol can destroy
catalyst beds in downstream operations.






                                        35