Agreement No.:_______________

                            TRANSPORTATION AGREEMENT
                                     PART I

               GENERAL UNDERTAKINGS AND OBLIGATIONS OF THE PARTIES


     THIS  AGREEMENT  is  made  and  entered  into  as  of  this  20th day  of
June, 1996 (the "Effective Date"), by and between MORGAN ASSOCIATES,
INC., a Kansas corporation ("Transporter"), and ENRON LIQUIDS PIPELINE OPERATING
LIMITED PARTNERSHIP, a Delaware limited partnership ("Shipper").

                                WITNESSETH THAT:

     WHEREAS, Shipper intends to acquire title to Product from Shell Western E&P
Inc.  ("Shell")  and from  Mobil  Producing  Texas & New Mexico  Inc.  ("Mobil")
pursuant to written  contracts  with Shell and Mobil ("Carbon  Dioxide  Purchase
Contracts"),  and  to  deliver  the  Product  to  Transporter  at the  point  of
interconnection  between  Shipper's Central Basin Pipeline ("CBPL") Mainline and
Transporter's Odessa Lateral; and

     WHEREAS,  Transporter  will own  facilities  known as the  Odessa  Lateral,
capable of  transporting  Shipper's  Product  from the point of  interconnection
between Shipper's CBPL Mainline and Transporter's Odessa Lateral to a point of
interconnection of Transporter's Odessa Lateral and Phillips Petroleum Company's
("Phillips")  Injection  Project at the South Cowden Unit, Ector County,  Texas;
and

     WHEREAS,  Shipper  intends to  re-sell  Product  transported  on the Odessa
Lateral to  Phillips  pursuant  to a written  contract  with  Phillips  ("Carbon
Dioxide Sale Contract"); and

     WHEREAS,  Shipper and Transporter now desire to enter into an Agreement for
the  transportation  of  Shipper's  Product  through  the Odessa  Lateral to the
Destination Point of the Injection Project.

     NOW, THEREFORE,  in consideration of the premises and the mutual covenants,
promises,  and  undertakings  herein  contained,  the  parties  hereto  agree as
follows:

1.   Injection Project.  "Injection Project" shall mean an
     enhanced oil recovery project in Sections 7, 8, 17
     and 19 of the T&P RR Co. Survey, Block 42, Township
     03S, located in Ector County, TX of the South Cowden
     Unit.  All of Shipper's Product to be transported
     hereunder will be for resale by Shipper only to
     Phillips (which for purposes hereof shall include
     Phillips successors and assigns in interest with
     respect to the Injection Project) and for use by
     Phillips at the Injection


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     Project and may not be sold by Shipper or  Phillips to any other  person or
     used by Shipper or Phillips at any other location.

2.   Lateral.  "Lateral" shall mean Transporter's Odessa
     Lateral, being of 6 inches nominal diameter,
     originating at the CBPL Mainline Milepost 98.15.

3.   Origination Point.  "Origination Point" shall mean
     the insulating flange connection between Shipper's
     Central Basin Pipeline Mainline and Transporter's
     Odessa Lateral located in Ector County, Texas.

4.   Destination Point.  "Destination Point" shall mean
     the insulating flange connection between
     Transporter's Odessa Lateral and Phillips' Injection
     Project.

5.   Daily Transport Quantity.  "Daily Transport Quantity"
     or "DTQ" shall mean the maximum daily quantity of
     Product, as measured at the meter located near the
     Destination Point ("Metering Point"), which Shipper
     has the right to have redelivered by Transporter
     hereunder.  The DTQ shall be:

         Contract    Est. Calendar    DTQ    Annual Quantity
           Year          Year        Mcf/d      Bcf/Year

             1           1996        10,411      3,800
             2           1997        10,411      3,800
             3           1998         7,123      2,600
             4           1999         6,575      2,400
             5           2000         6,140      2,241
             6           2001         6,030      2,201
             7           2002         5,586      2,039
             8           2003         5,203      1,899
             9           2004         4,877      1,780
            10           2005         4,699      1,715
            11           2006         5,510      2,011
            12           2007         5,627      2,054
            13           2008         4,907      1,791
            14           2009         4,151      1,515
            15           2010         3,942      1,439
            16           2011         3,904      1,425
            17           2012         3,636      1,327
            18           2013         3,710      1,354
            19           2014         3,164      1,155
            20           2015         2,556        933

     and, if applicable, certain quantities of Carbon
     Dioxide including the Additional Quantity and Excess
     Deliveries,

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     subject to the provisions of Sections 6 and 7 of Part
     I herein below.

6.   Additional Quantity.  Shipper shall also have the
     right to have redelivered by Transporter hereunder,
     an Additional Quantity of Carbon Dioxide in excess of
     the then effective Daily Transport Quantity, which
     shall be deemed "Additional Quantity", at maximum
     rates not to exceed twenty percent (20%) of Shipper's
     then current Daily Transport Quantity for the
     applicable contract year.  Before or within ninety
     (90) days after the Primary Term of this Agreement,
     Shipper may elect to extend Shipper's rights to
     transport any remaining quantities of Additional
     Quantities on the Odessa Lateral for Phillips'
     Injection Project at the South Cowden Unit only.  If
     Shipper makes such election, such Additional
     Quantity's maximum daily rates shall not exceed four
     thousand (4,000) Mcf per Day and the obligation to
     transport such remaining Additional Quantities shall
     continue only for a period of time not to exceed
     three (3) years after expiration of the Primary Term
     of this Agreement.  Any Additional Quantities not
     requested within 90 days after expiration of the
     Primary Term of this Agreement will be deemed
     released from any quantities that the Transporter may
     be responsible for as described herein.  In the event
     Shipper elects to extend its transportation rights
     herein beyond the Primary Term of this agreement to
     transport remaining Additional Quantities, Shipper
     agrees to increase the Transportation Rate, if
     required, to allow Transporter to break even on a
     cash flow basis.  Transporter agrees to provide
     Shipper with all applicable information to determine
     the applicable rate which will allow Transporter to
     operate the lateral on a break even cash flow basis.

7.   Excess Deliveries.  At Shipper's request, Transporter
     may, at Transporter's option, transport on any given
     Day a quantity of Product in excess of the then
     currently effective maximum Additional Quantity.

8.   Minimum Transport Requirement.  During the first
     twelve (12) years of the term of this Agreement or
     until Shipper has transported a cumulative quantity
     of Product equal to 14.27 Bcf, whichever occurs
     earlier, Shipper shall have a minimum transport
     requirement (the "Minimum Transport Requirement" or
     "MTR") being that percentage of Shipper's DTQ upon
     which Shipper's minimum monthly payment is computed:
     MTR:  50%, subject to the provisions of Section 10 of
     Part I, and Sections 9 and 11 of Part II herein.

     In any month in which the minimum  monthly amount  hereunder (as determined
     in Section 9(a) of Part II) is greater than the actual  monthly  amount (as
     determined in Section 9(b) of Part

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     II),  Shipper's payment to Transporter of such minimum monthly amount shall
     be subject to Phillips'  payment to Shipper of the "Minimum Monthly Amount"
     and/or "Minimum Purchase  Requirement"  pursuant to Sections 5.2 and 5.3 of
     the Carbon Dioxide Sale  Contract.  Notwithstanding  the foregoing,  to the
     extent that any failure or refusal by Phillips to make full payment for any
     "Minimum Monthly Amount" or "Minimum Purchase Requirement" under the Carbon
     Dioxide Sale Contract is based on any claim or right of offset  asserted by
     Phillips  against  Shipper  and such claim or right of offset  pertains  to
     matters or arrangements between Shipper and Phillips other than any claim
     in any way related to or arising out of the Carbon Dioxide Sale Contract or
     this Agreement  (whether in contract,  tort or  otherwise),  then Shipper's
     obligation  to make  payment  for  the  full  minimum  monthly  amount  (as
     determined in Section 9(a) of Part II) shall be absolute and  unconditional
     notwithstanding  such  nonpayment  by  Phillips.  In the  event of  partial
     payment by Phillips of the "Minimum  Monthly  Amount" or "Minimum  Purchase
     Requirement,"  Shipper shall pay to Transporter an equal proportionate part
     of the minimum  monthly amount  hereunder (as determined in Section 9(a) of
     Part II) as the amount actually  received by Shipper from Phillips bears to
     the full "Minimum Monthly Amount" or "Minimum Purchase Requirement" under
     the Carbon  Dioxide  Sale  Contract,  and Shipper  will  thereafter  pay to
     Transporter  its  proportionate  share of any additional  "Minimum  Monthly
     Amounts"  or  "Minimum  Purchase  Requirement"  received  by  Shipper  from
     Phillips.

9.   Total Contract Quantity.  The "Total Contract
     Quantity" shall be the result obtained by multiplying
     the DTQ (as applicable for the particular year) times
     the number of days in such year, and summed for all
     years from the Initial Transportation Date to the
     Expiration Date, for purposes of this Agreement,
     computed:  Total Contract Quantity:  39.48 Bcf.

10.  Term.  This agreement shall be effective as of the
     Effective Date specified above, but the parties'
     respective duties and responsibilities for payment
     and performance hereunder shall commence upon the
     Initial Transportation Date as defined hereinbelow.
     If Shipper does not acquire the rights to buy Carbon
     Dioxide under the terms of the Carbon Dioxide
     Purchase Contracts and the right to sell Carbon
     Dioxide under the terms of the Carbon Dioxide Sale
     Contract by January 1, 1997, this Agreement shall
     automatically terminate.  The term of this Agreement
     shall remain in full force and effect for a primary
     term of twenty (20) years from the Initial
     Transportation Date (the "Primary Term"; and the last
     day of the Primary Term shall be the "Expiration
     Date"), and month to month thereafter, provided,
     however, that either party may terminate this
     Agreement on or after the Expiration Date by
     providing written

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<PAGE>



     notice of  termination  to the  other  party at least  thirty  (30) days in
     advance after the Expiration Date,  provided however,  this Agreement shall
     automatically  terminate at any time upon written notice, if for any reason
     Shipper's  Carbon  Dioxide  Purchase  Contract  with  Shell  or  Mobil  are
     terminated or if for any reason Shipper's Carbon Dioxide Sale Contract with
     Phillips is terminated.  In the event of such  termination,  the respective
     rights and  obligations  of Shipper and  Transporter  hereunder  shall also
     terminate,  subject however,  to the settlement of all duties,  obligations
     and liabilities incurred prior to such termination.

11.  Initial Transportation Date.  The "Initial
     Transportation Date" or "ID" shall mean the date on
     which (i) all facilities of Shipper and Transporter
     required for the implementation of this Agreement are
     operational, (ii) any requisite authorizations have
     been received and accepted, (iii) Shipper has the
     right to purchase Product from Shell and Mobil under
     the terms and conditions of the Carbon Dioxide
     Purchase Contracts, and (iv) Product is first
     transported hereunder or Phillips becomes obligated
     to begin making payment of the "Phillips Demand
     Charge" (as hereinafter defined).

12.  Transport Rate.  The transport rate (the "Transport
     Rate" or "TR") in cents per Mcf payable by Shipper to
     Transporter for Product hereunder transported through
     the Odessa Lateral shall be as follows:

         If the Total Cost to Construct the Odessa Lateral
         pursuant to Shipper's and Transporter's
         Construction Agreement is:

          Less Than                         $ Tariff/
         or Equal To   But, Greater Than    Mcf Will Be

          1,200,000                0         $0.0250
          1,300,000        1,200,000         $0.0340
          1,400,000        1,300,000         $0.0435
          1,500,000        1,400,000         $0.0525
          1,600,000        1,500,000         $0.0615
          2,000,000        1,600,000         $0.0710

     Shipper's  obligation to pay Transporter for transportation  services shall
     accrue upon the ID, and shall continue  until the  Expiration  Date of this
     Agreement and, if extended,  until the end of any extension hereof,  unless
     suspended  or  nullified  due  to  a  condition  of  force  majeure  or  of
     termination of this Agreement, as provided herein.  Shipper's obligation to
     pay  Transporter  for  transportation  services  shall  also be  subject to
     Phillips' payment to Shipper of the applicable "Unit Price"

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<PAGE>



     (as  determined in paragraph 5.1 of the Carbon  Dioxide Sale  Contract) for
     each Mcf of Carbon  Dioxide  delivered to Phillips  (i.e.,  for each Mcf of
     Carbon Dioxide for which Phillips pays the applicable  Unit Price,  or part
     thereof,  to  Shipper,  Shipper  agrees to make  payment at the  applicable
     Transport  Rate,  or an equal  proportionate  part  thereof in the event of
     partial  payment  by  Phillips,  for  transportation  of an Mcf of  Product
     hereunder).  Notwithstanding the foregoing,  to the extent that any failure
     or  refusal  by  Phillips  to make  full  payment  for all  Carbon  Dioxide
     delivered  is based on any claim or right of offset  asserted  by  Phillips
     against  Shipper  and such claim or right of offset  pertains to matters or
     arrangements between Shipper and Phillips other than any claim in any way
     related  to or arising  out of the Carbon  Dioxide  Sale  Contract  or this
     Agreement  (whether  in  contract,  tort  or  otherwise),   then  Shipper's
     obligation to make payment for transportation of Product through the Odessa
     Lateral shall be absolute and unconditional notwithstanding such nonpayment
     by Phillips.

13.  Demand Fee.  In addition to the other fees and
     compensation to be paid by Shipper to Transporter
     hereunder, Shipper shall pay Transporter a demand fee
     (the "Demand Fee") in an amount as specified in the
     table set forth below:

     If the Total Cost to Construct the Odessa Lateral
     pursuant to Shipper's and Transporter's Construction
     Agreement is:

     Less Than or But, Greater    Demand Fee        Monthly
       Equal to       Than         Amount         Installment

      1,700,000            0    $2,800,000.30     $29,166.67
      1,800,000    1,700,000    $3,016,000.30     $31,416.67
      1,900,000    1,800,000    $3,240,000.00     $33,750.00
      2,000,000    1,900,000    $3,456,000.00     $36,000.00

     Shipper's obligation to pay Transporter the first installment of the Demand
     Fee shall  commence upon the ID, and shall continue until the Demand Fee is
     paid in full.  Shipper shall pay  Transporter  the Demand Fee in ninety-six
     (96) equal monthly  installments in the amount set forth in the above table
     (the "Monthly Installments").  Except as hereinbelow stated in this Section
     13, from and after the ID, Shipper's  obligation to pay the entirety of the
     Demand Fee, shall be absolute and  unconditional and such obligation to pay
     the Demand Fee shall survive any termination of this Agreement,  including,
     without limitation,  termination  pursuant to Section 10 of Part I, Section
     20 of Part II, Section 15 of Part II and/or Section 28 of Part II.

                             6

<PAGE>



     Notwithstanding  anything herein to the contrary,  Shipper's  obligation to
     pay the Demand Fee (in Monthly Installments as provided for in this Section
     13) will be suspended if:

              (a) either (i) Phillips does not make any payment of the "Phillips
         Demand Charge" (hereinafter defined), or (ii) the Odessa Lateral is not
         available  for  transportation of Product,  including any periods of
         Transporter's  events  of force  majeure,  or  Transporter  refuses  to
         transport Product as required hereunder, and

              (b) the  aggregate  amount of the Demand Fee  theretofore  paid to
         Transporter  then  exceeds  (or with such  payment  would  exceed)  the
         aggregate  amount of the Phillips  Demand  Charge  theretofore  paid to
         Shipper. In such event, the Demand Fee payment will be suspended in the
         amount that the Demand Fee which would  otherwise be due and payable in
         accrued  Monthly  Installments  exceeds  the  aggregate  amount  of the
         Phillips Demand Charge  theretofore  paid to Shipper.  However,  if any
         payment of the  Phillips  Demand  Charge is not made by  Phillips  as a
         result of  Shipper's  inability  to  transport  Carbon  Dioxide  on the
         Central Basin Pipeline or if any failure or refusal by Phillips to make
         any  payment  of the  Phillips  Demand  Charge is based on any claim or
         right of offset  asserted by Phillips  against Shipper and such alleged
         claim or right of offset  pertains to matters or  arrangements  between
         Shipper  and  Phillips  other  than any claim in any way  related to or
         arising  out of the Carbon  Dioxide  Sale  Contract  or this  Agreement
         (whether in contract, tort or otherwise),  then Shipper's obligation to
         make each Monthly  Installment  of the Demand  Charge shall be absolute
         and unconditional  notwithstanding such nonpayment by Phillips.  If any
         failure or  refusal by  Phillips  to make any  payment of the  Phillips
         Demand  Charge  is based on any claim or right of  offset  asserted  by
         Phillips  against  Shipper and which relates to the Carbon Dioxide Sale
         Contract  or this  Agreement,  then  Shipper and  Transporter  agree to
         cooperate  in good faith to  determine  the  validity of such  asserted
         claim or right of offset (through negotiation,  arbitration, litigation
         or  otherwise)  and to  collect  amounts  which are  properly  due from
         Phillips;   and  Shipper  shall  be  responsible  to  make  payment  to
         Transporter  of the Demand  Charge in question to the extent that it is
         agreed or determined (through negotiation,  arbitration,  litigation or
         otherwise)  that Phillips has a valid claim or right of offset  against
         Shipper and such  alleged  claim or right of offset does not arise from
         any act or omission by Transporter  hereunder.  In the event payment of
         any part

                             7

<PAGE>



         of the  Demand  Fee has been  suspended  hereunder  as a result  of any
         nonpayment of the Phillips Demand Charge, Shipper shall make payment to
         Transporter  of such  suspended  Demand Fee to the extent that Phillips
         makes  payment  of the  Phillips  Demand  Charge,  and upon  receipt by
         Shipper  of  full  payment  of  the  Phillips  Demand  Charge,  Shipper
         unconditionally  agrees to pay  Transporter the Demand Fee. If any part
         of the Demand Fee  payment is  suspended  hereunder  because the Odessa
         Lateral is not available for transportation of Product,  this Agreement
         shall  continue  in full  force and  effect  and the  Demand  Fee shall
         thereafter  be paid in full  without  reduction or offset if the Odessa
         Lateral becomes  available to resume  transportation  of Product within
         120 days  following such  occurrence.  If after such 120 day period the
         Odessa  Lateral  becomes  available for  transportation  of Product and
         Shipper and  Transporter  mutually  agree that shipment of Product will
         resume hereunder,  the Demand Fee shall thereafter be paid as agreed by
         the parties.  If after 120 days the Odessa Lateral is not available for
         transportation of Product,  this Agreement shall  terminate.  As used
         herein the term "Phillips Demand Charge" shall mean the "Demand Fee" to
         be paid by  Phillips  to Shipper  pursuant to Section 5.6 of the Carbon
         Dioxide Sale Contract.

     To the  extent  that  payment of the  Demand  Fee is  suspended  hereunder,
     Shipper shall be released and relinquished  from its obligation to pay that
     portion of the Demand Fee,  except to the extent the Phillips Demand Charge
     is thereafter collected or received.

14.  Points of Delivery and Pressure.  Shipper shall
     deliver to Transporter, or cause to be delivered,
     Product at the Origination Point at a pressure
     sufficient to allow such Product to enter
     Transporter's system; but within 1600 psig and 1800
     psig.  Transporter shall redeliver for Shipper's
     account, or cause to be redelivered, Product at the
     Destination Point at a Minimum pressure of 1500
     psig.  Pressures in excess of 1500 psig are not
     guaranteed.

15.  Obligations to Third Parties.  Transporter agrees
     that if Shipper should default under this Agreement
     and not remedy such default pursuant to Section 20 of
     Part II herein, and such default could adversely
     affect Phillips' ability to obtain Carbon Dioxide for
     the Injection Project, then upon Phillips' request,
     Shipper will assign all of Shipper's rights under
     this Agreement to Phillips, provided that Phillips
     assumes Shipper's obligations from the date of such
     take over forward including payment of the Demand Fee
     and payment for

                             8

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     transportation  services  as  provided  for  herein.  In the  event of such
     assignment,  Phillips will be  responsible  to pay  Transporter  all monies
     accrued and owed to  Transporter  under this  Agreement  at the time of the
     assignment and which may thereafter accrue or become due hereunder.

16.  Shipper's Additional Covenants.  As provided in this
     Agreement, Transporter has agreed that certain
     payments from Shipper shall be conditioned upon the
     receipt by Shipper of certain payments from Phillips
     pursuant to the Carbon Dioxide Sale Contract.  In
     order to induce Transporter to accept such
     conditional payment, Shipper hereby covenants that
     unless otherwise provided under the terms of the
     Carbon Dioxide Sale Contract Shipper will not
     hereafter consent to or cause any change, amendment,
     modification or termination of the Carbon Dioxide
     Sale Contract or waive any requirement for strict
     performance thereof by each party in accordance with
     its terms in any way that would impact or harm
     Transporter, unless Transporter has provided its
     advance written consent to such action which consent
     shall not be unreasonably withheld by Transporter.

     IN  WITNESS  WHEREOF,  this  Agreement  is  executed  as of the date  first
hereinabove written.

                                "TRANSPORTER"
                                MORGAN ASSOCIATES, INC.

ATTEST:
BY:____________________________ BY: /s/ William V. Morgan

TITLE:_________________________ TITLE: President


                                "SHIPPER"
                                ENRON LIQUIDS PIPELINE
                                OPERATING LIMITED PARTNERSHIP
                                By: Enron Liquids Pipeline
                                    Company, General
                                    Partner

ATTEST:
BY: /s/ Thomas P. Tosoni        BY: /s/ Ray Kaskel

TITLE: Assistant Secretary      TITLE: President




                             9

<PAGE>



                            TRANSPORTATION AGREEMENT
                                     PART II
                          GENERAL TERMS AND CONDITIONS


1.   Product.  "Product" shall mean that mixture of
     compounds meeting the specifications set forth on
     Exhibit "A," consisting predominantly of Carbon
     Dioxide (CO2), which shall be transported hereunder
     while in the liquid, gaseous, or supercritical phase.

2.   Title.  Shipper warrants unencumbered title to the
     Product delivered to Transporter hereunder and that
     the same was produced and/or purchased in accordance
     with all applicable laws and regulations.  Title to
     Product shall never pass to Transporter and shall
     remain with Shipper at all times.

3.   Scheduling. On or before the twentieth (20th) day of each month, Shipper or
     its designee  shall  furnish  Transporter  or its designee  with  schedules
     showing the daily quantity of Product Shipper  desires to have  transported
     during the month immediately following.

4.   Losses.  In the event a loss of quantity of Product
     occurs on the Odessa Lateral, as estimated or
     calculated using the best available information, from
     the time the Product is delivered to Transporter at
     the Origination Point until the Product passes
     through the Destination Point ("Loss"), such Loss
     shall be the responsibility of the Transporter.
     Losses accountable to Shipper will be determined by
     the ratio of Shipper's Destination Quantities to the
     destination quantities of all shippers on the Odessa
     Lateral.  Transporter agrees to replace such losses
     within 60 days.

5.   Off-Spec Product. Shipper shall be responsible for replacing any quantities
     of Product vented from  Transporter's  lateral as a result of deliveries of
     Product  made by Shipper at the  Origination  Point which do not conform to
     the Quality Specifications set forth on Exhibit "A.".

     If,  at  any  time,  Product  tendered  for  delivery  by  Shipper  at  the
     Origination  Point  shall fail to conform to said  Quality  Specifications,
     Transporter may, at its option,  suspend all or a portion of the receipt of
     such off-spec Product and be absolved of any further  obligation to perform
     under this  Agreement  with  respect to the  non-conforming  Product.  Such
     suspension by Transporter  shall not relieve Shipper of its minimum payment
     obligation  hereunder  pursuant to Section 9 of Part II.  Transporter shall
     notify Shipper of the non-

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<PAGE>



     conformity to specifications as soon as possible
     after occurrence.

6.   Commingling.   Product   delivered   by  Shipper  may  be   commingled   in
     Transporter's  Odessa  Lateral with Product  owned by others and  Shipper's
     Product  will be subject to such changes in quality as may result from such
     commingling,  but will not be of a lesser  quality  than that  described in
     Exhibit "A".

7.   Measurement.  The unit of measurement for Product
     delivered hereunder shall be pounds-mass converted to
     cubic feet of gas under standard conditions of
     fourteen and sixty-five hundredths (14.65) psia and
     sixty degrees Fahrenheit (60(degree)F).  All fundamental
     constants, observations, records, and procedures
     involved in determining and/or verifying the quantity
     and other characteristics of Product delivered
     hereunder shall be in accordance with accepted
     industry practice.  The molecular weight of the
     metered stream of Product, calculated from the
     compositional analysis, shall be the basis for
     conversion of pounds-mass measurement to standard
     cubic feet measurement units.

8.   Meters.  At the Metering Point, Transporter or its
     designee shall operate and maintain a meter station
     which is in accurate working order.  Transporter
     shall cause this measuring equipment to be tested
     monthly.  The atmospheric pressure at the Metering
     Point shall be based upon fourteen and seventy-three
     hundredths (14.73) psia at sea level corrected to the
     actual elevation of each location, and may be assumed
     a constant for calculation purposes.  Shipper shall
     have the right to witness all meter provings.
     However, readings, calibrations and adjustments
     thereof and changing of charts shall be done by the
     employees or agents of Transporter or its designee.

     Transporter  shall  keep its  measuring  equipment  at the  Metering  Point
     accurate  and in  good  repair.  Shipper  may  challenge  the  accuracy  of
     Transporter's  measuring  equipment,  and, when  challenged,  the equipment
     shall be tested and repaired, if necessary, by Transporter.  The expense of
     such special test, if requested by Shipper shall be borne by Shipper if the
     measuring  equipment  is found by such test to be  inaccurate  (based  upon
     measured  pounds-mass)  by two percent (2%) or less. If, upon any test, any
     measuring equipment is found to be inaccurate to the extent that it affects
     the  measurement  accuracy  (based upon measured  pounds-mass) by an amount
     exceeding two percent (2%),  registration  thereof shall be corrected for a
     period extending back to the time such inaccuracy occurred, if such time is
     ascertainable, and if not

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<PAGE>



     ascertainable,  then back  one-half of the time elapsed since the last date
     of calibration.

     If, for any reason,  any of Transporter's  facilities are out of service or
     out of repair so that the amount of Product delivered or redelivered cannot
     be  ascertained  or computed from the readings  thereof or corrected  under
     this  Section,  Product  delivered  during the period  such meter is out of
     service or out of repair shall be estimated  and agreed upon by the parties
     on the basis of are best data available.

9.   Product Transportation - Billing.  The total
     compensation (but excluding the Demand Fee) to be
     paid by Shipper to Transporter for transportation
     services hereunder for each month shall be the
     greater of:

     (a) a minimum monthly amount determined by the
         following formula:

              DTQ (x) MTR (x) TR (x) days in month; OR

     (b) an actual monthly amount determined by the
         following formula:

              monthly metered quantity of Product at
              Metering Point (x) TR.

     The minimum  monthly  amount as  determined  in (a) above shall be adjusted
     each month for (i) any  periods in which  actual  deliveries  were not made
     wholly or in part,  due to Transporter's  force  majeure  as  defined in
     Section  15 of  Part  II and  (ii)  failure  by  Transporter  to  transport
     quantities of Product up to Shipper's DTQ when and as requested.

     For any month in which Shipper makes payment to Transporter  based upon the
     minimum  monthly  amount as  determined  pursuant to part (a),  above,  the
     difference between Shipper's net payment as calculated pursuant to part (a)
     and the actual monthly  amount as calculated  pursuant to part (b) shall be
     credited  ("Deficiency  Credit") against subsequent monthly billings due by
     Shipper under this Agreement. The Deficiency Credit shall be applied in the
     first subsequent month(s) during which the calculated actual monthly amount
     exceeds the minimum monthly  amount,  to the extent that the actual monthly
     amount  exceeds the minimum  monthly  amount for such  subsequent  month or
     months.  Shipper may carry forward  Deficiency Credit balances for a period
     not to exceed 36 months after the  expiration of this  Agreement,  at which
     time all Deficiency Credits hereunder shall automatically terminate without
     further obligation of Transporter.

                            12

<PAGE>



     At any time after the  cumulative  quantity  of Product  shipped  hereunder
     exceeds the Total  Contract  Quantity,  then Shipper shall have the option,
     notwithstanding  the other  provisions  of this  Agreement,  to reduce  the
     applicable  DTQ to any level  chosen by Shipper,  to become  effective  the
     month  immediately  following  Transporter's  receipt of Shipper's  written
     notice,  and  shall  remain  in  effect  until  the  Effective  Date of any
     subsequent exercise by Shipper of its option pursuant to this Section,  but
     in no event for a period of less than twelve (12) months.

     Transporter  shall  invoice  Shipper  monthly  and  Shipper  shall  pay  to
     Transporter the amount shown as due by such statement,  by wire transfer of
     immediately available U.S. funds within twenty (20) calendar days following
     the date of such statement.

10.  Demand Fee - Billing.  The total Demand Fee to be
     paid by Shipper to Transporter hereunder shall be the
     monthly amount as listed in Section 13 of Part 1
     herein.

     Shipper shall  automatically  pay to Transporter the Demand Fee amount due,
     by wire  transfer  of  immediately  available  U.S.  funds  within ten (10)
     calendar days of the end of each Month commencing with the month of the ID.

11.  Shipper's Obligation for Payment.  If either party
     fails to pay any amount payable to the other party
     when due, interest thereon shall accrue at the lesser
     of (1) the Prime Rate then charged by Citibank, N.A.
     of New York, New York, or (2) the highest legally
     permissible rate, with such interest computed from
     the due date to the date of actual payment.  If
     Shipper fails to pay and such failure to pay
     continues for forty-five (45) days after payment is
     due, Transporter, in addition to any other remedy it
     may have hereunder, may suspend further receipt
     and/or delivery of Product for Shipper until such
     amount is paid.  In the event of any dispute as to
     the amounts payable hereunder, payment shall be made
     as provided in this Section 11 of Part II; but such
     payment shall not be deemed a waiver of Shipper's
     right to recoup any amounts in dispute.  Any such
     disputed amounts refunded to Shipper by Transporter
     shall bear interest at the above specified rate from
     the date of Shipper's initial payment of such
     disputed amounts to the date of refund to Shipper.

     If, as  provided  in this  Agreement,  Shipper is not  required to make any
     payment to Transporter (whether of the charges for transportation services,
     the Demand Fee, or the minimum monthly amount) because of the nonpayment by
     Phillips under the Carbon Dioxide Sale Contract,  then Shipper shall assign
     to

                            13

<PAGE>



     Transporter  Shipper's  right,  title and  interest to receive such amounts
     which  have not been  paid by  Phillips  (up to the  amount of the fees and
     charges which have accrued but have not been paid to  Transporter).  Except
     as  otherwise  provided  in  Section  13 of Part I,  Shipper  shall  not be
     responsible  for payment to Transporter of amounts in dispute with Phillips
     unless and until receipt and  collection  thereof.  Shipper will obtain any
     and all consents to the assignment of its interest to Transporter as may be
     required  for  Transporter  to pursue  payment  and all  appropriate  legal
     remedies  with respect  thereto.  In the event that Shipper has not secured
     all such required consents,  Shipper will, at Transporter's  request and at
     no out-of-pocket cost to Shipper, act as the party plaintiff to pursue such
     amounts that have accrued in favor of  Transporter,  such  litigation to be
     under the sole  direction  and at the sole cost of  Transporter;  provided,
     however,  that to the extent that Phillips asserts any claim,  counterclaim
     or right of offset in any such proceeding brought by or at the direction of
     Transporter, and such claim, counterclaim or right of offset does not arise
     from any wrongful act or omission by  Transporter  hereunder,  then Shipper
     shall  be   responsible   for  the  costs  of  defending  any  such  claim,
     counterclaim  or asserted right of offset and for any judgment  obtained by
     Phillips  in  connection  therewith.  The  parties  will take such  further
     actions,  execute such further documents and otherwise cooperate and assist
     one another as may be reasonably  necessary to give effect to and carry out
     the provisions  hereof.  To the extent that Shipper receives any payment or
     recovery  from Phillips for any amounts which  previously  caused  payments
     otherwise  due  to  Transporter  hereunder  to be  withheld,  Shipper  will
     immediately make the corresponding appropriate payment to Transporter.

12.  Successors and Assigns.  This Agreement shall extend
     to and be binding upon the respective successors and
     assigns of the parties hereto.

     The rights  and  obligations  of a party  hereunder  shall not be  assigned
     without the prior  written  consent of the other party,  except that either
     party  may,  without  the  consent  of the other  party,  assign all of its
     interest,  rights and  obligations  hereunder to a parent,  an affiliate or
     subsidiary or to an entity with which it is merged or consolidated. Consent
     to an  assignment  of the rights  and  obligations  hereunder  shall not be
     unreasonably withheld.

     Nothing  contained in this provision  shall in any way prevent either party
     from  pledging  or  mortgaging  its rights  hereunder  for  security of its
     indebtedness.

                            14

<PAGE>



     Any entity which shall  succeed by purchase,  merger,  consolidation, or
     otherwise as Shipper or  Transporter  herein shall be subject to the duties
     and obligations of its  predecessor in interest under this  Agreement.  Any
     actual or attempted assignment, transfer or conveyance of this Agreement or
     of said duties and obligations  shall expressly  require that the assignee,
     transferee  or grantee  shall assume and agree to discharge  the duties and
     obligations  of its assignor under this  Agreement,  and any such actual or
     attempted assignment, transfer or conveyance hereof shall be ineffective as
     between the parties hereto unless such express requirement shall therein be
     contained,  and unless each assignee,  transferee or grantee shall agree to
     impose an identical requirement upon any subsequent assignee, transferee or
     grantee. No such assignment, transfer or conveyance of this Agreement or of
     any  interest of either  party herein shall be binding upon the other party
     against its wishes until such party has been notified,  in writing, of such
     assignment,  transfer or conveyance  and furnished  with a true copy of the
     same. No such actual or attempted assignment,  transfer or conveyance shall
     in any way operate to enlarge, alter or modify any obligations of the other
     party or parties hereto.

13.  Notices.  Any notice or  communication  required  or desired to be given to
     either party under this  Agreement  shall be in writing and shall be deemed
     to have been  effectively  given  when  faxed or  mailed  by United  States
     certified mail postage prepaid, to:


TRANSPORTER
NOTICES AND            Morgan Associates, Inc.
CONTRACTS MATTERS:     Attn.: William V. Morgan
                       Plaza Time Building
                       411 Nichols Road, Suite 225
                       Kansas City, Missouri 64112
                       Telephone:  816-931-5750
                       Fax: 816-931-9170

PAYMENT AND            Morgan Associates, Inc.
ACCOUNTING MATTERS:    Attn.: William V. Morgan
                       Plaza Time Building
                       411 Nichols Road, Suite 225
                       Kansas City, Missouri 64112
                       Telephone:  816-931-9750
                       Fax: 816-931-9170


                 15

<PAGE>





SHIPPER
NOTICES AND            Enron Liquids Pipeline
CONTRACT MATTERS:      Operating Limited Partnership
                       P.O. Box 1188
                       Houston, TX 77251-1188
                       Fax No.: 713-646-3708 (Houston)
                       915-686-0220 (Midland)

ACCOUNTING MATTERS:    Enron Liquids Pipeline
                       Operating Limited Partnership
                       P.O. Box 1188
                       Houston, TX 77251-1188
                       Attn.: ELPOLP Accounting Dept.


14.  Taxes.  Shipper shall pay all taxes, levies and
     assessments, except income taxes imposed on
     Transporter, including without limitation, excise,
     severance, sales, and occupation taxes and other
     taxes of like nature levied on or in respect to the
     Product and the transportation and handling thereof.
     Transporter shall pay all ad valorem and property
     taxes assessed on its pipeline system.  If any new or
     additional tax is levied by any governmental
     authority after the Effective Date of this Agreement,
     Transporter and Shipper agree to negotiate in good
     faith the sharing of such tax.

15.  Force Majeure.  If either party is rendered unable,
     wholly or in part, by force majeure to carry out its
     obligations hereunder (except obligation herein to
     pay the Demand Fee as set forth in Section 13 of Part
     I, and except obligations to pay money which have
     already been incurred), then upon such party's giving
     notice and reasonably full particulars of such force
     majeure in writing, or by telex, or by facsimile or
     other equivalent means, to the other party within a
     reasonable time after the occurrence of the cause
     relied on, the obligations of the party giving such
     notice, so far as they are affected by such force
     majeure, shall be suspended during the continuance of
     any inability so caused, but for no longer period,
     and such cause shall so far as possible be remedied
     with all reasonable dispatch.

     The term "force  majeure" as used in this  Transportation  Agreement  shall
     mean any cause not  reasonably  within the  control  of the party  claiming
     suspension and which, by the exercise of due diligence such party is unable
     to prevent or  overcome.  In addition,  such term shall  include but not be
     limited to: acts of God;  acts,  omissions  or delays in action of federal,
     state  or  local   government  or  any  agency  thereof;   compliance  with
     enforceable   recommendations,   rules,  regulations  or  order  of  any
     governmental authority or any office, department, agency or instrumentality
     thereof; strikes,

                            16

<PAGE>



     lockouts, or other industrial disturbances; acts of the public enemy; wars;
     blockades;   insurrections;   riots;  epidemics;   landslides;   lightning;
     earthquakes;   fires;   storms;   floods;  high  water;   washouts;   civil
     disturbances;  explosions,  breakage or accident to machinery or pipelines;
     freezing of  pipelines;  and any other  causes,  whether of the kind herein
     enumerated  or  otherwise,  affecting  the  equipment or property of either
     party  and  not  reasonably  within  the  control  of  the  party  claiming
     suspension.  Such term shall likewise  include (i) in those instances where
     either  party  hereto  is  required  to obtain  servitude's,  rights-of-way
     grants, permits or licenses to enable such party to perform hereunder,  the
     inability  of such party to acquire or the delays on the part of such party
     in  acquiring,  at  reasonable  cost and after the  exercise of  reasonable
     diligence, such servitude's, rights-of-way grants, permits or licenses, and
     (ii) in those  instances  where  either party hereto is required to furnish
     materials  and  supplies  for the purpose of  constructing  or  maintaining
     facilities  or  is  required  to  secure  permits  or  authority  from  any
     governmental  agency  to  enable  such  party  to  perform  hereunder,  the
     inability of such party to acquire, or the delays on the part of such party
     in  acquiring,  at  reasonable  cost and after the  exercise of  reasonable
     diligence, such materials and supplies, permits and authority.

     It is understood  and agreed that the  settlement of strikes or lockouts or
     other labor  dispute shall be entirely  within the  discretion of the party
     having the  difficulty,  and that the  requirement  that any force  majeure
     shall be  remedied  with all  reasonable  dispatch  shall not  require  the
     settlement of such dispute by acceding to the demands of an opposing  party
     when such course is  inadvisable  in the discretion of the party having the
     difficulty.

16.  Limitation of Liability.  Neither Transporter nor
     Shipper shall be liable for any special,
     consequential, indirect or punitive damages of any
     kind or character arising out of or related to a
     breach of this Agreement.

17.  Waiver.  No waiver by Transporter or Shipper of any
     default of the other party under this Agreement shall
     operate as a waiver of any subsequent default,
     whether of a like or a different character.

18.  Headings.  The heading of, and index to, the various
     Sections of this Agreement are not part of this
     Agreement, but are only labels to assist in locating
     and reading those Sections and shall be ignored in
     construing the terms and provisions thereof.


                            17

<PAGE>



19.  Laws and  Regulations.  This  Agreement  is subject  to the  receipt of any
     required or appropriate  authorization to deliver and transport Product and
     is further subject to all present and future valid orders, statutes, rules,
     laws, and regulations of any  government,  court, or regulatory body having
     jurisdiction.

20.  Termination Upon Default.  If either Transporter or
     Shipper should default in the performance of any
     material obligation imposed hereunder, the other
     party may terminate this entire Agreement by giving
     written notice to the defaulting party of such
     election.  The defaulting party shall have one
     hundred twenty (120) days after receipt of such
     notice in which to remedy such default or to
     indemnify the other party to the other party's
     reasonable satisfaction in which event this Agreement
     shall continue in force and effect.  In the event
     Shipper defaults in the performance or any material
     obligation and if such remedy or indemnity is not
     timely made, this Agreement shall, at the end of said
     one hundred twenty (120) day period, become null and
     void except for (i) Shipper's payment obligation for
     transportation services theretofore received by
     Shipper, including all accrued monthly minimum
     payments (sse Section 9(a) of Part II), (ii)
     Shipper's right to assign this Agreement to Phillips
     as specified in Section 15 of Part I, and (iii)
     Shipper's continuing obligation to pay the Demand
     Fee, to the extent required in Section 13 of Part I.

     In the  event  Transporter  defaults  in the  performance  of any  material
     obligation  and if such  remedy  or  indemnity  is not  timely  made,  this
     Agreement  shall,  at the end of said one hundred  twenty (120) day period,
     become  null and void  except  for (i)  Shipper's  payment  obligation  for
     transportation  services  theretofore  received by Shipper,  including  all
     accrued  monthly  minimum  payments  (see  Section  9(a)  of  Part  II) and
     Shipper's  obligation  to pay the Demand  Fee,  to the extent  required  in
     Section 13 of Part I, except to the extent any such payment obligations may
     be offset by the  amount of  damages  caused to  Shipper  by  Transporter's
     default,  or the amounts of claims brought  against  Shipper as a result of
     Transporter's  default,  including,  but not limited to, claims  brought by
     Phillips  pursuant to the Carbon  Dioxide  Sale  Contract,  (ii)  Shipper's
     receipt of transportation  previously paid for, or a refund of such prepaid
     amounts,  and (iii) Shipper's right to assign this Agreement to Phillips as
     specified in Section 15 of Part I.

     Any such  termination  shall be  without  waiver of any remedy to which the
     party not in default may be entitled for violation of this Agreement.

                            18

<PAGE>



21.  Applicable Law.  ALL QUESTIONS CONCERNING THE
     VALIDITY OR MEANING OF THIS AGREEMENT OR RELATING TO
     THE RIGHTS AND OBLIGATIONS OF THE PARTIES WITH
     RESPECT TO PERFORMANCE UNDER THIS AGREEMENT SHALL BE
     CONSTRUED AND RESOLVED UNDER THE LAWS OF THE STATE OF
     TEXAS EXCEPT TO THE EXTENT SPECIFICALLY REGULATED BY
     FEDERAL LAWS, EXCLUDING ONLY ANY RULE OR PRINCIPLE
     CONCERNING CONFLICT OF LAWS WHICH MIGHT REFER TO THE
     LAWS OF ANOTHER JURISDICTION.

     If and to the extent that any court of competent jurisdiction determines it
     is impossible to construe any provision of this Agreement consistently with
     any law or public  policy  and  consequently  holds  that  provision  to be
     invalid,  such  holding  shall in no way affect the  validity  of the other
     provisions of this Agreement, which shall remain in full force and effect.

22.  Liability and Indemnity.  SHIPPER SHALL BE
     RESPONSIBLE FOR THE PRODUCT, INCLUDING RISK OF LOSS,
     AND ANY CLAIMS, LIABILITIES OR DAMAGE TO PRODUCT
     UNTIL THE TIME IT IS DELIVERED TO TRANSPORTER AT THE
     ORIGINATION POINT.  TRANSPORTER SHALL BE RESPONSIBLE
     FOR THE PRODUCT, INCLUDING RISK OF LOSS, AND ANY
     CLAIMS, LIABILITIES OR DAMAGE CAUSED TO PRODUCT FROM
     THE TIME IT IS DELIVERED TO TRANSPORTER AT THE
     ORIGINATION POINT UNTIL THE SAME PASSES THROUGH THE
     DESTINATION POINT.  THE PARTY RESPONSIBLE FOR THE
     CARBON DIOXIDE SHALL INDEMNIFY, DEFEND, AND HOLD
     HARMLESS THE OTHER PARTY WITH RESPECT TO ANY CLAIMS
     (INCLUDING REASONABLE ATTORNEY FEES AND COURT COSTS),
     LIABILITIES OR DAMAGE TO CARBON DIOXIDE WHILE THE
     CARBON DIOXIDE IS IN SAID PARTY'S RESPONSIBILITY.

     EACH OF THE  PARTIES  HERETO  AGREES  THAT  IT WILL  ASSUME  ALL  RISK  AND
     LIABILITY FOR ANY INJURY,  INCLUDING  DEATH, OR DAMAGES TO PROPERTY (EXCEPT
     CARBON  DIOXIDE)  RESULTING  FROM THE CONDUCT OF ITS AGENTS OR EMPLOYEES IN
     CONNECTION WITH THE SALE AND PURCHASE OF CARBON DIOXIDE HEREUNDER, AND WILL
     SAVE AND HOLD  HARMLESS,  DEFEND AND  INDEMNIFY THE OTHER PARTY FOR ANY AND
     ALL LOSSES, SUITS, CLAIMS OR ACTIONS,  COSTS, DAMAGES,  DEMANDS OR EXPENSES
     RESULTING  AT ANY TIME FROM ANY AND ALL CAUSES DUE TO ANY ACT OR  OMISSION,
     INCLUDING ANY NEGLIGENT ACT OR OMISSION,  OF EITHER ITSELF OR ITS AGENTS OR
     EMPLOYEES.  IT IS THE PURPOSE OF THIS PROVISION TO INDICATE THAT EACH PARTY
     SHALL BE RESPONSIBLE FOR ITS OWN ACTS AND THE RESULTS THEREOF.

     NOTWITHSTANDING  ANY PROVISION OF THIS PARAGRAPH 22, WHERE PERSONAL INJURY,
     DEATH,  OR  LOSS OR OF  DAMAGE  TO  PROPERTY  RESULTS  FROM  THE  JOINT  OR
     CONCURRENT,   NEGLIGENCE   OR  WILLFUL   MISCONDUCT  OF  BOTH  SHIPPER  AND
     TRANSPORTER  HERETO,  THE  PARTIES'  DUTY OF  INDEMNIFICATION  SHALL  BE IN
     PROPORTION  TO  EACH  PARTY'S   ALLOCABLE  SHARE  OF  JOINT  OR  CONCURRENT
     NEGLIGENCE

                            19

<PAGE>



     OR  WRONGFUL  MISCONDUCT  EVEN IF ONE OF THE  PARTIES  ARE MORE THAN  FIFTY
     PERCENT (50%) AT FAULT.

23.  Limitation of Liability.  NOTWITHSTANDING ANYTHING
     HEREIN TO THE CONTRARY, IN NO EVENT SHALL SHIPPER OR
     TRANSPORTER BE LIABLE TO THE OTHER PARTY HERETO FOR
     ANY LOST OR PROSPECTIVE PROFITS OR ANY OTHER SPECIAL,
     PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR
     INDIRECT LOSSES OR DAMAGES (IN TORT, CONTRACT OR
     OTHERWISE) UNDER OR IN RESPECT HERETO HOWSOEVER
     CAUSED, WHETHER OR NOT ARISING FROM THE SHIPPER'S OR
     TRANSPORTER'S SOLE, JOINT OR CONCURRENT NEGLIGENCE.

24.  Exhibits.  Each exhibit referred to in this Agreement
     hereby is incorporated in this Agreement by
     reference.  All obligations of any party under any
     such exhibit shall be considered as obligations under
     this Agreement.

25.  Amendments.  Any modification of terms or amendment
     of provisions, either to this Agreement or to its
     exhibits, shall become effective only by supplemental
     written agreement duly executed by the parties hereto.

26.  Entire Agreement.  This Agreement, including its
     exhibits, contains the entire agreement between the
     parties and supersedes all prior or contemporaneous
     discussions, negotiations, representations or
     agreements relating to the subject matter covered
     herein.

27.  Compliance with Laws and Regulations.  Unless
     exempted by Federal law, rule, regulation or order,
     the following clauses contained in the Code of
     Federal Regulations are incorporated herein by
     reference, the full text of which will be made
     available upon request:  48 C.F. Sec. 52.222-35
     (Disabled and Vietnam Veterans); 48 C.F. Sec.
     52.222-36 (Handicapped Workers); 48 C.F. Sec.
     52.222-26 (Equal Opportunity); 48 C.F. Sec. 52.219-9
     (Utilization of Small and Small Disadvantaged
     Business Concerns); 48 C.F. Sec. 52.219-13
     (Utilization of Women Owned Business Concerns).  Each
     party hereto agrees and covenants that none of its
     employees or employees of its subcontractors who
     provide service pursuant to this Agreement are or
     shall be unauthorized aliens as defined in the
     Immigration Reform Control Act of 1986.

28.  Subsequent Restrictions on Transportation.  If at any
     time during the term hereof, any governmental
     authority having jurisdiction or control over the
     parties, their facilities or operations, this
     Agreement or any provision thereof, shall take any
     action whereby the transportation of Product as
     contemplated hereunder or the rates charged therefor
     shall be proscribed or subject to conditions or
     restrains that in the

                            20

<PAGE>



     sole  reasonable  judgment of the party  affected are unduly  burdensome to
     that party,  such party may  terminate  this  Agreement,  and neither party
     shall have further  liability to the other except for (i) Shipper's payment
     for transportation  services  theretofore received by Shipper including all
     accrued  monthly  minimum  payments  (Section  9(a) of Part  II),  and (ii)
     Shipper's  continuing  obligation  to pay the  Demand  Fee,  to the  extent
     required in Section 13 of Part I. Any such  election to so  terminate  this
     Agreement shall not be made without first  contacting the other party in an
     attempt to arrive at another accommodation which would leave this Agreement
     intact.  Such termination shall be effective when ninety (90) days' advance
     written notice thereof is received by the other party.

29.  Confidentiality.  Shipper and Transporter agree that
     this Transportation Agreement shall be a confidential
     document, the contents of which shall not be
     disclosed without the prior written consent of the
     other party (which will not be unreasonably withheld)
     to third parties except for affiliates and
     subsidiaries of Shipper and Transporter, and except
     for Shell, Mobil, and Phillips.  Shipper and
     Transporter shall have the duty to exercise the same
     standard of care with respect to the nondisclosure of
     this Agreement as they would exercise with respect to
     their proprietary business information.

30.  Claims.  Transporter shall assert any and every
     "Claim" of any kind or nature whatsoever under this
     Agreement ("Claim" to include, without limitation,
     any Claim relating to, associated with, arising out
     of or in any way incidental to the Transportation
     of Product or the execution, inducement to enter
     into, performance, non-performance, or breach of this
     Agreement) exclusively against Shipper and not
     against any one or more of its partners nor the
     general partner, Enron Liquids Pipeline Company, nor
     their officers, directors, employees, or agents nor
     entities affiliated with it by common ownership or
     control, nor any of them individually or
     collectively; and Transporter shall enforce or
     attempt to enforce any such Claim (whether liquidated
     or unliquidated, or by suit, lien, judgment,
     execution or otherwise) exclusively against the
     assets of Shipper and not against the assets of any
     partner, general partner, affiliated entity, nor any
     of their officers, directors, employees or agents,
     except the general partner's interest in Shipper.




                            21

<PAGE>


                                   EXHIBIT "A"


Product   delivered  at  the   Origination   Point  shall  meet  the   following
specifications, which herein are collectively called "Quality Specifications":

     (a) Water.  Product shall contain no free water, and shall not contain more
         than thirty (30) pounds of water per MMcf in the vapor phase.

     (b) Hydrogen Sulphide.  Product shall not contain
         more than twenty (20) parts per million, by
         weight, of hydrogen sulphide.

     (c) Carbon Dioxide.  Product shall contain at least
         ninety-five mole percent (95%) of molecules
         containing one (1) atom of carbon and two (2)
         atoms of oxygen.

     (d) Total Sulfur.  Product shall not contain more
         than thirty-five (35) parts per million, by
         weight, of total sulfur.

     (e) Temperature.  Product shall not exceed a
         temperature of one hundred twenty degrees
         Fahrenheit.  (120(degree)F).

     (f) Nitrogen.  Product shall not contain more than
         four mole percent (4%) of nitrogen.

     (g) Hydrocarbons.  Product  shall not contain  more than five mole  percent
         (5%) of hydrocarbons and the dew point of Product (with respect to such
         hydrocarbons)   shall  not  exceed  minus  twenty  degrees   Fahrenheit
         (-20(degree)F).

     (h) Oxygen.  Product shall not contain more than ten
         (10) parts per million, by weight, of oxygen.

     (i) Other.  Product shall not contain more than 0.3 (three tenths)  gallons
         of glycol  per MMcf and at no time  shall  such  glycol be present in a
         liquid  state  at  the  pressure  and  temperature  conditions  of  the
         pipeline.






<PAGE>