EXHIBIT 2.1

                           PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT  ("Agreement"),  dated as of this 17th day
of December,  1997, is executed by and among the parties hereto on the terms and
conditions contained herein.

                                    ARTICLE I

                               DEFINITION OF TERMS

     As used  herein,  the  terms  specified  below  shall  have  the  following
meanings:

     "Tim Allen" means Tim Allen, an individual.

     "Gregg Allen" means Gregg Allen, an individual.

     "Boss" means Steven S. Boss, an individual.

     "Brown" means Lonnie Brown, an individual.

     "Burkhead" means Brian Burkhead, an individual.

     "Buyer" means Hunter Gas Gathering, Inc., a Texas corporation.

     "NGTS" means Natural Gas Transmissions Services, Inc., a Texas Corporation.

     "Newco" means NGTS LLC,. a Texas limited liability company.

     "Parent" means Magnum Hunter Resources, Inc., a Nevada corporation.

     "Shareholder" means Tim Allen, Gregg Allen, Boss, Brown or Burkhead.

     "Shareholders" means Tim Allen, Gregg Allen, Boss, Brown and Burkhead.


                                   ARTICLE II

                         AGREEMENT TO PURCHASE AND SALE

SECTION 2.1:  Agreement

     On the terms and subject to the conditions  herein set forth,  Buyer agrees
to purchase a



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membership  interest in Newco from NGTS which  interest shall be equal to 30% of
the  Members  Percentage  Interest  of  Newco,  as such term is  defined  in the
Regulations of Newco,  and NGTS agrees to sell,  transfer,  assign and convey to
Buyer its  respective  beneficial  right,  title and  interest  in and to thirty
percent  (30%) of the  membership  interests  of  Newco.  The  ownership  of the
membership  interest  of  Newco,  before  and  after  the  consummation  of  the
transaction contemplated herein will be as follows:

Existing Ownership of Newco                      Post Closing Ownership of Newco

NGTS              100%                                       NGTS 70%
                                                           Buyer  30%
                                                                 ----
                                                          Total: 100%

SECTION 2.2:    Purchase Price

     The purchase  price agreed to be paid by Buyer for the thirty percent (30%)
of the  membership  interests of Newco,  is Four  Million  Three  Hundred  Fifty
Thousand Dollars and no cents  ($4,350,000.00)  (the "Base Purchase Price"). The
Base Purchase Price shall be payable as follows:

     (i)  Two  Million  Three  Hundred   Fifty   Thousand  and  No/100   Dollars
($2,350,000.00) in cash by wire transfer at the Closing Date to the NGTS; and

     (ii) Two promissory  notes, each in the principal amount of One Million and
No/100 Dollars  ($1,000,000.00),  made payable to NGTS, with an interest rate of
9% per  annum,  payable  on the  terms  and  conditions  shown  in the  form  of
promissory note attached hereto as Exhibit "A" (the "Promissory Notes").

     (iii) The promissory notes shall be secured by a security interest and lien
on the Buyer's membership  interest in Newco. Buyer shall execute and deliver to
NGTS a security  agreement,  financing  statement  and such other  documents and
instruments  which NGTS's counsel deems necessary to perfect such lien under the
laws of the State of Texas.

SECTION 2.3: Effective Time, Closing Date and Closing

     The  "Effective  Time" of the sale shall be December 1, 1997,  at 12:01 am.
Central Standard Time.  Buyer's  purchase of a 30% membership  interest in Newco
shall take place on or before 5:00 p.m.  Central  Standard  Time on December 17,
1997, which date and time shall herein be referred to as the "Closing Date". The
place of  "Closing"  shall be at the  offices of Buyer,  located at 600 East Las
Colinas Blvd., Suite 1200, Irving, Texas 75039.





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SECTION 2.4:  Additional Contributions of Capital to Newco

     The transactions  contemplated  herein are predicated on the basis that the
pro forma balance  sheet of Newco,  as of December 1, 1997,  attached  hereto as
Exhibit "B" is correct in all material aspects. In the event that on the Closing
Date, the then current  information  presented in the pro forma balance sheet of
Newco as of  December  1, 1997,  does not show a positive  amount of net working
capital,  NGTS agrees and the Shareholders  agree to cause NGTS to contribute an
additional  amount of capital to Newco so that the net working  capital of Newco
is positive. (Positive working capital is defined as the total current assets of
Newco as of December 1, 1997,  being equal to or greater than the total  current
liabilities  of Newco on the  same  date as  determined  by  generally  accepted
accounting principles.)

     In addition,  at Closing,  NGTS shall deliver to Buyer an updated pro forma
balance  sheet  of Newco  as of  December  1,  1997,  based  on the most  recent
information available, prepared in accordance with generally accepted accounting
principles.  In the event that such updated pro forma  balance  sheet at Closing
does not  reflect a  membership  equity  interest of Newco of  $600,000.00  plus
$900,000  preferred  equity  membership  interest,  then  NGTS  agrees  and  the
Shareholders  agree to cause NGTS to contribute an additional  amount of capital
to Newco so that the  membership  equity  interest  as of  December  1,  1997 is
$600,000.00 plus $900,000 preferred equity membership interest.


                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF BUYER

SECTION 3.1:  Representations and Warranties of Buyer

     Buyer represents and warrants that the following are true and correct as of
the date hereof and will be true and correct through the Closing Date as if made
on that date:

     (a) Buyer is a corporation  duly  organized,  validly  existing and in good
standing under the laws of its state of incorporation;

     (b) The execution,  delivery and performance by the Buyer of this Agreement
and any  other  agreements  contemplated  hereby,  and the  consummation  of the
transactions  contemplated hereby and thereby,  have been duly authorized by the
Buyer. This Agreement and any other agreement  contemplated  hereby have been or
will be as of the Closing  Date duly  executed  and  delivered  by the Buyer and
constitutes  or will  constitute  legal,  valid and binding  obligations  of the
Buyer,  enforceable against the Buyer in accordance with their respective terms,
except as may be limited by  applicable  bankruptcy,  insolvency or similar laws
affecting creditors' rights generally or the availability of equitable remedies;

     (c) Buyer is acquiring  from NGTS thirty  percent  (30%) of the  membership
interest in Newco;


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     (d) The  execution  and  delivery  of this  Agreement  will not violate any
provision of or  constitute a default under any statute,  or any order,  rule or
regulation of any court or governmental agency into which Buyer is subject;

     (e) Buyer  represents  to NGTS that  Buyer is engaged  in the  business  of
exploring for and producing oil, gas and other  minerals as an ongoing  business
and thus  possesses  oil and gas  expertise or has in Buyer's  employ  qualified
management,   accountants,   professional  counsel  or  industry   knowledgeable
personnel to competently  evaluate the  historical  cash flow of NGTS and Newco,
and, based upon Buyer's appraisal of Newco, Buyer has ascertained a market value
of Four Million  Three  Hundred Fifty  Thousand  $4,350,000.00  for NGTS' thirty
percent (30%) membership interest in Newco;

     (f)  Buyer  acknowledges  that  the  Shareholders  and  NGTS  have  made no
representations,  either expressed or implied, as to the current market value of
NGTS and Newco; and

     (g)  Buyer  acknowledges  that  the  Shareholders  and  NGTS  have  made no
representations,  either  expressed  or  implied,  in regard to the value of the
properties owned by NGTS or Newco or the businesses of NGTS or Newco.

                                   ARTICLE IV

             REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND NGTS

SECTION 4.1:  Representations and Warranties of NGTS

     NGTS hereby  represents and warrants to Buyer,  that the following are true
and  correct as of the date  hereof  and will be true and  correct  through  the
Closing Date as if made on that date:

     (a) NGTS is a  corporation  duly  organized,  validly  existing and in good
standing  under  the laws of its  state  of  incorporation,  with all  requisite
corporate  power and  authority to carry on the business in which it is engaged,
to own the properties it owns, and is duly qualified and licensed to do business
and is in good  standing in all  jurisdictions  where the nature of its business
makes such qualification necessary.

     (b) Newco is a limited liability  company duly organized,  validly existing
and in good  standing  under  the laws of its  state of  organization,  with all
requisite  corporate power and authority to carry on the business in which it is
engaged, to own the properties it owns, and is duly qualified and licensed to do
business and is in good  standing in all  jurisdictions  where the nature of its
business makes such qualification necessary.

     (c) The execution,  delivery and  performance by NGTS of this Agreement and
any  other  agreements   contemplated   hereby,  and  the  consummation  of  the
transactions contemplated hereby


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and  thereby  have been duly  authorized  by the  Shareholders  and the board of
Directors of NGTS.  This Agreement and any other agreement  contemplated  hereby
have been or will be as of the Closing Date duly executed and delivered by NGTS,
and constitute or will constitute legal, valid and binding  obligations of NGTS,
enforceable  against NGTS in accordance with their respective  terms,  except as
may be limited by applicable  bankruptcy,  insolvency or similar laws  affecting
creditors' rights generally or the availability of equitable remedies.

     (d) Prior to  Closing,  NGTS has or will  permit  Buyer full  access at all
reasonable times to the business premises of NGTS and Newco.  Additionally,  all
records, files and documents of NGTS and Newco are or will be available to Buyer
relating to the business of NGTS and Newco.  NGTS shall allow Buyer to photocopy
any  and  all  contracts,   agreements,  purchaser  statements,  and  any  other
information  or data in  possession of NGTS or Newco  regarding its  properties,
provided  that in the event  that the  transactions  contemplated  herein do not
close that all copies  shall be  returned to NGTS or  destroyed,  and that Buyer
further agrees not to disclose the contents  thereof of any business  methods of
NGTS to any person.

     (e) On the Closing Date,  NGTS will be the sole  registered  owner and will
have full right, power and authority to sell and convey the thirty percent (30%)
membership  interest in Newco and such ownership interest will be free and clear
of any and all  liens,  mortgages,  pledges,  or other  rights  or  encumbrances
whatsoever,  disclosed or  undisclosed.  Specifically,  there are no  beneficial
owners of such ownership interest or of any interest in or to any such ownership
interest other than NGTS.  Upon Buyer  acquiring the thirty percent (30%) of the
membership  interest in Newco,  Buyer shall be deemed to have  obtained good and
merchantable title to said membership interest.  Section 2.1 hereof sets forth a
true,  accurate and complete list of all holders of the  membership  interest of
Newco,  and the  ownership  interest  held by each such person.  All  securities
issued by Newco, were issued in compliance, in all respects, with all applicable
federal and state  securities laws.  There are no outstanding  rights,  options,
agreements or arrangements to subscribe for or to purchase membership  interests
of Newco,  or any  stock or  securities  convertible  into or  exchangeable  for
membership interests.

     (f) NGTS has assigned and transferred to Newco effective  December 1, 1997,
the following property:

     (1) Those  assets and  properties  set forth and  described on Exhibit "C",
including the cash set forth  thereon,  all operating  assets,  other than cash,
tangible and  intangible,  of each kind or character of right,  title,  claim or
interest  which NGTS had in connection  with the natural gas marketing  business
operated  by NGTS prior to  December  1, 1997,  including,  but not  limited to,
contract  marketing rights, gas transmission  rights, gas transportation  rights
and other assets,  and all  agreements,  ratifications,  extensions and renewals
thereof and associated therewith, as of the December 1, 1997.

     (2) Any right, title or interest of NGTS in or to any accounts  receivable,
money held in escrow or suspense  accounts,  or future receipts  attributable to
NGTS's business operations prior

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to December 1, 1997.

     (3) All claims and causes of action of Shareholders, NGTS, or Newco against
others  arising  from acts or  transactions  affecting or relating to any of the
business  of NGTS prior to  December  1, 1997,  including,  but not  limited to,
rights and claims  against  purchasers  and/or sellers of gas and other monetary
claims or rights against others.

     (4) All right, title or interest which NGTS, as of December 1, 1997, had in
or to any personal  property,  and improvements  located at any of the corporate
office(s) of NGTS, or  elsewhere,  described on Exhibit "C" which is attached to
and  made  a part  hereof  and  incorporated  herein,  as of  December  1,  1997
(including, but not limited to, gas purchase and sale contracts,  transportation
agreements,  furniture,  fixtures,  inventories,  computers, software, licenses,
permits and other equipment).

     (g) There are no legal entities which Newco,  directly or indirectly,  owns
any equity interests.

     (h) There are no actions, suits, proceedings or governmental investigations
or inquiries pending,  and to their knowledge,  threatened against NGTS or Newco
or any asset, operation, or business of NGTS or Newco which would seek to delay,
prevent or hinder or which might be adversely  determined  to affect title to or
the value of the properties or business of NGTS and Newco.

     (i) The audited balance sheet,  statements of income and retained earnings,
statements of cash flows and notes to the financial statements relevant thereto,
as of December 31, 1996,  and NGTS's  unaudited  balance  sheet,  statements  of
income and retained  earnings,  and statements of cash flows,  as of October 31,
1997, furnished by NGTS to Buyer,  adequately reflecting the then current assets
and  liabilities  of the  Company  pursuant  to  generally  accepted  accounting
principles.

     (j) The financial statements of NGTS and Newco shall not reflect the burden
of any debt or liability other than those incurred in the day-to-day  operations
of its business.

     (k) The pro forma balance  sheet of Newco as of December 1, 1997,  attached
hereto as Exhibit "B" is true and correct to the best  belief and  knowledge  of
NGTS.

     (l) Except as disclosed in the financial  statements delivered to the Buyer
and subject to the  assignment  by NGTS to Newco of the assets and  property set
forth in Exhibit "C" attached hereto, there has not been:

     (1) Any adverse change in the financial condition, results of operations or
business of NGTS and Newco;

     (2) Any  sale,  lease,  transfer,  license  or  assignment  of any  assets,
tangible or intangible,  of NGTS and Newco, other than in the ordinary course of
business;


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     (3) Any damage,  destruction  or property  loss,  whether or not covered by
insurance, affecting adversely the properties or business of NGTS and Newco;

     (4)  Any  subjection  to  any  lien  on  any of  the  assets,  tangible  or
intangible,  of NGTS and Newco  (other than liens  arising by  operation  of law
which secure obligations which are not yet due and payable and liens pursuant to
and granted by NGTS' or Newco's bank credit facility);

     (5) Any waiver or  release  by NGTS and Newco of any right of any  material
value;

     (6) Any  arrangement,  agreement  or  undertaking  entered into by NGTS and
Newco, except guaranties and letters of credit to secure the purchase of natural
gas,  not  terminable  on 30 days  or  less  notice  without  cost or  liability
including,  without  limitation,  any  payment of or promise to pay any bonus or
special compensation, with employees or any increase in compensation or benefits
to officers or directors of NGTS and Newco, other than in the ordinary course of
business;

     (7) Any acceleration,  termination, modification or cancellation (or threat
thereof) by any party of any contract, lease or other agreement or instrument to
which  NGTS or  Newco  is a party  or by  which  it is  bound  so as to  affect,
materially and adversely, the properties or business of NGTS and Newco; or

     (8) Any other  transaction  or  commitment  entered  into other than in the
ordinary course of business by NGTS and Newco including,  but not limited to, an
acquisition  of any  asset or  property  of any kind in an  aggregate  amount in
excess of $50,000 without the written consent of Buyer;

     (m) There have been no dividends or distributions,  declared,  made or paid
by Newco.

     (n) NGTS and Newco have either  discharged or caused to be  discharged  all
taxes of every kind and character, as the same shall have become due.

     (o) The written information delivered to Buyer by NGTS which relates to the
business  and  properties  of NGTS and  Newco and the  Properties  and all other
information  presented in the written material delivered to Buyer is to the best
of, NGTS' s management's knowledge, true, complete and accurate; and

     (p) There are no claims,  actions,  suits,  proceedings  or  investigations
pending  against or  affecting  NGTS' and  Newco's  business at law or in equity
before  any  court  or  before  or by any  federal,  state,  municipal  or other
governmental department, commission, board, agency or instrumentality,  relating
to environmental matters. NGTS and Newco are not subject to any continuing court
or  administrative  order,  writ,  injunction  or decree  applicable to NGTS' or
Newco's business relating to any environmental matter. NGTS and Newco are not in
violation of or in default



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with respect to any statute,  regulation,  order, writ,  injunction or decree of
any  court  or  federal,  state,  municipal  or other  governmental  department,
commission,  board,  agency or  instrumentality  relating  to any  environmental
matter.

SECTION 4.2: Representations and Warranties of Shareholders

     Each Shareholder  represents and warrants to Buyer, that to the best of his
knowledge and belief all of the representations and warranties of NGTS set forth
in Section 5.1 are true and correct.

                                    ARTICLE V

                                     CLOSING

SECTION 5.1:  Actions to be Taken at Closing

     At the time of Closing,  the  following  events and actions  shall occur or
shall have occurred:

     (a)  NGTS  and  Buyer  shall  execute  and  deliver  the  Amendment  to the
Regulations of Newco, as set forth in Exhibit "D" attached hereto.

     (b) Newco shall  issue to Buyer a  membership  certificate(s)  representing
thirty percent (30%) of the membership interests of Newco.

     (c) Buyer shall make payment to NGTS or  Shareholders  by wire transfer for
the cash purchase price as described in Section 2.2 herein.

     (d) Buyer shall deliver to NGTS the Promissory  Notes  described in Section
2.2 herein.

     (e) Buyer  shall  have  delivered  a  Consent  to  Assignment,  in the form
attached to the Promissory Note, in favor of Steven S. Boss.

     (f) Buyer  shall  execute and deliver to NGTS the  security  agreement  and
financing  statement to perfect a lien in Buyer's membership  interest in Newco,
to secure payment of the Promissory Notes.

     (g) Buyer,  NGTS and  Shareholders  shall each deliver the other such other
documents,  certificates  opinions  and  materials  as are  required  under  the
provisions  of this  Agreement,  including the  accounting  and funds in payment
thereof as provided for in Sections 2.4 herein.

     (h) Newco and Buyer shall enter into and execute a gas  purchase  and sales
agreement  in forth  and  substance  mutually  agreed  to  between  the  parties
providing  for the  marketing  by  Newco of all gas  produced  by or the sale or
marketing of which is controlled by Buyer, Parent or their affiliates.


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     (i) NGTS shall have  formed  Newco under the laws of the state of Texas and
NGTS shall have adopted the  Regulations  of Newco  providing for NGTS to be the
sole managing member of Newco.  Shareholders  shall deliver to Buyer a certified
copy of Newco's organizational documents under the state of its formation.

     (j) All  current  employees  of NGTS who have  employment,  shareholder  or
management  agreements  with NGTS shall either assign such agreement to Newco or
shall execute a new employment,  shareholder or management  agreement with Newco
on terms and conditions mutually agreed to between the parties.

     (k) Newco shall deliver to Buyer proof of (i) general  liability  insurance
in an amount not less than $5 million dollars  providing  coverage for Newco and
its  officers,  employees,  and agents,  (ii)  property  insurance  in an amount
customary and  reasonable for Newco's  operations and (iii) any other  insurance
covering  risks and errors and  omissions  customary  maintained in the industry
which Newco does business, each in form and substance mutually agreed to between
the parties.

     (1) NGTS shall have  assigned to Newco all permits and  licenses  necessary
for Newco to conduct its business without interruption.

     (m) NGTS shall deliver to Buyer the copy of an agreement  between Newco and
Eland  Energy,  Inc.  ("Eland")  for Newco to use  Eland's  computer  system and
associated  software and all other  general and  administrative  services  which
Eland  currently  provides NGTS.  Such  agreement  shall provide that Eland will
provide such  services and shall be  reimbursed at such rates as Newco and Eland
shall from time to time negotiate.

     (n) Newco shall enter into and execute a gas marketing agreement with Eland
Energy, Inc. to market the gas produced or controlled by Eland Energy, Inc., the
form of which is attached as Exhibit"E".

SECTION 5.2:  Conditions to Obligations of Buyer

     The  obligations  of Buyer  pursuant to this  Agreement  are subject to the
conditions that on the Closing Date:

     (a)  All  terms,  covenants  and  conditions  and  warranties  made  by the
Shareholders  and NGTS in this  Agreement  shall be true and  correct  as of the
Closing Date.

     (b) No action or  proceeding  by or before any court or other  governmental
body  shall  have  been  instituted  or  threatened  to  restrain,  prohibit  or
invalidate the transactions  contemplated hereby or which might affect the right
of Buyer to own,  control and enjoy the full benefit of the membership  interest
in Newco after the Closing Date.

     (c) Shareholders,  NGTS and Newco shall have delivered to Buyer a pro forma
closing

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balance  sheet of Newco,  as of  December  1,  1997,  based on the most  current
information available. The pro forma balance sheet to be delivered to Buyer must
reflect a membership  equity interest of $600,000.00  plus a $900,000  preferred
equity membership interest.

     (d) All  actions to be taken by  Shareholders,  NGTS and Newco  pursuant to
Section 6.1 shall have been completed or consummated as of the Closing Date.

SECTION 5.3: Conditions to Obligations of NGTS and Shareholders

     The  obligations  of NGTS and  Shareholders  pursuant to this Agreement are
subject to the conditions that on the Closing Date:

     (a) All terms,  covenants and conditions  and  warranties  made by Buyer in
this Agreement shall be true and correct as of the Closing Date.

     (b) All  actions to be taken by Buyer  pursuant  to Section  6.1 shall have
been completed or consummated as of the Closing Date.

                                   ARTICLE VI

                AGREEMENTS AND COVENANTS OF SHAREHOLDERS AND NGTS

SECTION 6.1:  Affirmative Covenants

     During the period from December 1, 1997 Newco has:

     (a) Carried on the business with respect to its  properties and business in
a prudent and diligent manner in accordance with prevailing industry standards;

     (b) Promptly notified Buyer of the receipt of any notice or claim,  written
or  oral,  of  default,  breach  by  NGTS or  Newco,  or of any  termination  or
cancellation of any material contract, lease or other agreements relating to the
Properties and Personalty;

     (c)  Promptly  notified  Buyer  of  the  loss  of or  damage  to any of the
properties of Newco;

     (d) Given prompt notice to Buyer of any claims or litigation, threatened or
instituted or any other material event or occurrence  involving or affecting any
of the properties or business of Newco or NGTS; and

     (e) Not declare or pay any dividends or  distributions or permit any change
in the capital  structure or ownership of Newco,  without  first  obtaining  the
approval of Buyer in writing.



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                                   ARTICLE VII

                             POST CLOSING COVENANTS

Section 7.1:   Post Closing Agreements

     (A) Unless otherwise noted within 60 days of the Closing Date, Shareholders
and Newco shall provide Buyer with the following:

     (a)  Sublease  entered  into  between  Eland  and Newco  providing  for the
Sublease of the office space which NGTS currently occupies on the same terms and
conditions which NGTS currently uses such office space from Eland;

     (b) As provided for Section 6.1,  general  liability  insurance  reflecting
Newco as the named insured party.

     (c)  Shareholders and Newco shall have delivered to Buyer a final pro forma
balance  sheet of Newco as of December  1, 1997,  prepared  in  accordance  with
generally accepted accounting principles, reflecting the pro forma balance sheet
of Newco as of December 1, 1997.  In the event that such final  balance sheet to
be  delivered  to Buyer  reflects  negative net working  capital  ("Net  Working
Capital") or less than  $600,000 in common  equity,  as of December 1, 1997,  as
adjusted,  if applicable,  for the AGE receivable as treated in Newco's year end
audited  financial  statements,  then NGTS agrees and the Shareholders  agree to
cause NGTS to contribute  an  additional  amount of capital to Newco so that the
Net Working  Capital as of December 1, 1997 is  positive.  In the event that the
common  equity of Newco is less than $600,000 as of December 1, 1997 as a result
of the treatment of the AGE  receivable  after netting out certain aged accounts
payable,  then a sufficient amount of the preferred  ownership interest shall be
converted to common equity to make the common equity  $600,000 as of December 1,
1997.  In such event,  as Newco is able to take into income  certain  additional
aged accounts  payable,  the  preferred  ownership  interest  shall be increased
accordingly  in the same amount as the  reduction,  but in no event greater than
$900,000.

     (d) Buyer and Parent,  subject to the terms of Buyer's and Parent's  credit
facility,  agree to  guarantee  the trade  payables of Newco for the purchase of
natural  gas;  provided,  that  Buyer and Parent may  decline to  guarantee  any
transaction if Buyer reasonably  believes that the party which has contracted to
buy the gas is not credit worthy.

     (e) Newco shall  reimburse  Buyer for not more that $50,000 in fees charged
by Buyer and  Parent's  bank to amend the Buyer and Parent's  loan  agreement to
permit Buyer and Parent to make  guarantees  of Newco's  trade  payables for the
purchase of natural gas.

     (B) If necessary, to allow Parent, at its sole cost and expense, to prepare
audited and unaudited financial statements of Newco and NGTS for filing with the
Securities  and Exchange  Commission,  Newco and NGTS agree to provide Buyer (or
its designated representatives) with

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access  to all of  Newco's  and NGTS'  financial  accounting  records  and shall
reasonably  cooperate  with  Parent in its  efforts to prepare  such  audited or
unaudited  financial  statements  for filing with the  Securities  and  Exchange
Commission.

                                  ARTICLE VIII

                                 SECURITIES LAWS

SECTION 8.1:  Securities Laws and Compliance

     The parties will arrange for and effect all necessary  procedures under the
requirements of applicable federal and state securities laws, including those of
the  Securities  and  Exchange   Commission  and  the  state  securities  boards
promulgated thereunder to the extent that this Agreement is properly consummated
to comply with all federal and state securities registration requirements, or to
take full advantage of any appropriate exemptions therefrom, and otherwise to be
in accord with all federal and state securities law anti-fraud restrictions.

     Buyer has had the opportunity to acquire all information  concerning  NGTS,
Newco and the  properties  and  business  of NGTS and Newco  which  Buyer  deems
relevant to make a fully informed  decision  regarding the  consummation  of the
transaction  contemplated hereby. Buyer will execute an investor  representation
letter substantially in the form set out in Exhibit "F".

     NGTS has had the opportunity to acquire all information  concerning  Parent
which  it  deems  relevant  to  make a fully  informed  decision  regarding  the
consummation  of the  transaction  contemplated  hereby.  NGTS will  execute  an
investor representation letter substantially in the form set out in Exhibit "G".

                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.1:               Notice

     Any notice or other  communication  required or permitted to be given under
this  Agreement  must be in  writing,  and may be  given  by  hand  delivery  or
depositing  the same in the  United  States  mail,  certified  delivery,  return
receipt requested, properly addressed as provided below. Notice deposited in the
mail in the  manner  provided  above  shall be  effective  and  shall be  deemed
received upon the expiration of five business days.

     For purposes of notices hereunder, the addresses of the parties shall be as
follows:
     
        Shareholders: Tim Allen
                      8150 N. Central Expressway, Suite 400
                      Dallas, Texas 75206

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<PAGE>


                      
                      Gregg Allen
                      8150 N. Central Expressway, Suite 400
                      Dallas, Texas 75206

                      Steven S. Boss
                      8150 N. Central Expressway, Suite 525
                      Dallas, Texas 75206

                      Lonnie G. Brown
                      8150 N. Central Expressway, Suite 525
                      Dallas, Texas 75206

                      Brian Burkhead
                      8150 N. Central Expressway, Suite 525
                      Dallas, Texas 75206

               NGTS:  NGTS, Inc.
                      8150 N. Central Expressway, Suite 525
                      Dallas, Texas 75206

              Buyer:  Hunter Gas Gathering, Inc.
                      600 East Las Colinas Blvd., Suite 1200
                      Irving, TX 75039
                      Attn: R. Renn Rothrock
                            President

              Parent: Magnum Hunter Resources, Inc.
                      600 East Las Colinas Blvd., Suite 1200
                      Irving, IX 75039
                      Attn: Gary Evans
                            President

     Any party may change its address by the giving of notice  hereunder  at any
time by giving notice of change in the manner specified above.

SECTION 9.2: Survival of Representations. Warranties. Covenants and Agreements

     The representation,  warranties,  covenants and agreements of Seller, Buyer
and NGTS set forth herein shall survive the Closing.



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<PAGE>



SECTION 9.3:  Waiver

     No term or condition of this Agreement  shall be deemed to have been waived
nor shall  there be any  estoppel  to enforce any  provision  of this  Agreement
except by written  instrument of the party  charged with waiver or estoppel.  No
waiver of the terms and  conditions of this  Agreement by any party hereto shall
act as a waiver of any other matter concerning this Agreement.

SECTION 9.4:  Entire Agreement

     This Agreement  constitutes the entire agreement and understanding  between
the parties  hereto and may not be modified or amended  except in writing signed
by the parties hereto:

SECTION 9.5:  Expense

     Whether  or  not  the  transactions  contemplated  by  this  Agreement  are
consummated,  each of the parties  hereto shall be obligated to pay the fees and
expense  of  its  counsel,   accountants  and  other  experts  incident  to  the
negotiation  and   preparation  of  this  Agreement  and   consummation  of  the
transactions  contemplated  hereby.  All other costs shall be borne by the party
incurring such costs.

SECTION 9.6:  Heading

     Descriptive headings are used for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.

SECTION 9.7:  CHOICE OF LAW: ARBITRATION.

     THIS AGREEMENT  SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS WITHOUT  GIVING  EFFECT TO ANY  PRINCIPLES OF CONFLICTS OF
LAWS.  VENUE FOR ALL  DISPUTES AND  LITIGATION  HEREUNDER OR ARISING OUT OF THIS
AGREEMENT  OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY SHALL LIE  EXCLUSIVELY  IN
DALLAS  COUNTY,  TEXAS.  ANY  CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT,  OR ANY ALLEGED BREACH HEREOF,  SHALL BE SETTLED BY ARBITRATION.
THE PARTIES HERETO AGREE THAT ANY SUCH  CONTROVERSY  SHALL BE SUBMITTED TO THREE
ARBITRATORS  SELECTED FROM THE PANELS OF ARBITRATORS OF THE AMERICAN ARBITRATION
ASSOCIATION ("AAA") AND SHALL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES OF
THE AAA, AS AMENDED AND IN EFFECT ON THE DATE A DEMAND FOR  ARBITRATION IS FILED
WITH THE AAA.  ANY  DEMAND  SHALL  SPECIFY A DOLLAR  AMOUNT OF  DAMAGES  SOUGHT.
ARBITRATION SHALL OCCUR IN DALLAS, TEXAS AND JUDGMENT UPON AN AWARD RENDERED MAY
BE ENTERED IN ANY UNITED STATES DISTRICT COURT OR STATE COURT IN DALLAS, TEXAS.


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<PAGE>



SECTION 9.08 Confidentiality

     Buyer has obtained and may continue to obtain  confidential and proprietary
information  regarding NGTS and Newco and Buyer agrees to treat such information
confidentially and not disclose such information to any person prior to Closing,
or it does not occur, to any person at anytime without the prior written consent
of NGTS and Newco.

SECTION 9.09   Exhibits

     The Exhibits referred to in this Agreement are hereby  incorporated in this
Agreement by this reference and constitute a part of this Agreement.  Each party
has received a complete set of Exhibits as of the execution of this Agreement

SECTION 9.10: Binding Effect

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties hereto,  and their  successors and assigns;  provided,  no assignment by
either  party shall be made  without the  express  written  consent of the other
party and if such consent is granted,  no assignment shall relieve such party of
any of its obligations hereunder.

SECTION 9.11:  Assignment of Agreements and Covenants

     Neither no party hereto shall assign or delegate this  Agreement to a third
party without the prior written consent of the other party hereto.

SECTION 9:12:   Indemnification/Risk of Loss

     Risk of Loss to the  assets of Newco  shall be upon NGTS  until the time of
Closing.  At  Closing,  said risk of loss shall  pass to Buyer  with  respect to
Buyer's  thirty  percent  (30%)   membership   interest  in  Newco  at  Closing.
Notwithstanding  anything to the contrary herein,  NGTS and  Shareholders  shall
indemnify and hold Buyer free and harmless from liability for any and all costs,
expenses,  taxes and causes of action of every kind and  character in connection
with the operation of NGTS's business for events  occurring prior to December 1,
1997.

SECTION 9.1 3:  Signature in Counterparts

     This Agreement may be signed in multiple  counterparts by the Buyer,  NGTS,
and  Shareholders,  each of which,  when taken  together,  shall  constitute the
original document.

SECTION 9.14:  Brokers

     Each party agrees that it will hold the other party harmless from any claim
by any broker or finder  asserting it was  employed by such party in  connection
with the transactions contemplated

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<PAGE>



hereby.

SECTION 9.1 5:  Title Vesting

     Each of the parties hereto agree to execute any and all mutually-acceptable
documents so as to vest in Buyer a 30% membership interest in Newco.

WITNESSES:                                         ____________________________
                                                   TIM ALLEN

                                                   ____________________________
                                                   GREGG ALLEN

                                                   ____________________________
                                                   STEVEN S. BOSS

                                                   ____________________________
                                                   LONNIE G. BROWN

                                                   ____________________________
                                                   BRIAN BURKHEAD

Purchase and Sale Agreement, Page - 16


<PAGE>


ATTEST:                                  NATURAL GAS TRANSMISSION SERVICES, INC.

                                         
                                         _________________________________  
                                         Steven S. Boss
                                         Chief Executive Officer

                                         _________________________________
                                         Lonnie G. Brown, President


ATTEST:                                  HUNTER GAS GATHERING, INC.


                                         _________________________________
                                         R. Renn Rothrock, President


ATTEST:                                  MAGNUM HUNTER RESOURCES, INC.


                                         _________________________________
                                         Gary C. Evans, President
                                         and Chief Executive Officer






















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