Exhibit 10.28

The portion of this Exhibit 10.28 marked "************" has been
omitted and confidentially filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended.




                   PURCHASE AND SALE AGREEMENT

                         BY AND BETWEEN

                      MCMORAN OIL & GAS LLC

                            AS SELLER


                               AND


                   EL PASO PRODUCTION COMPANY

                            AS BUYER
                   PURCHASE AND SALE AGREEMENT


     This Purchase and Sale Agreement (this "Purchase Agreement")
is made and entered into this 9th day of May, 2002, but effective
as  of  the  hereinafter defined Effective Date, by  and  between
McMoRan  Oil & Gas LLC, ("McMoRan"), a Delaware limited liability
company,  whose  address  is 1615 Poydras  Street,  New  Orleans,
Louisiana  70112 and El Paso Production Company  ("El  Paso"),  a
Delaware  corporation,  whose address  is  Nine  Greenway  Plaza,
Houston, TX 77046. El Paso and McMoRan are sometimes collectively
referred  to  herein  as  the "Parties," and  each  is  sometimes
referred to herein as a "Party."

                      W I T N E S S E T H:

     WHEREAS, McMoRan is willing to sell to El Paso, and El  Paso
is  willing  to purchase from McMoRan, the Assets (as hereinafter
defined),  all  upon  the  terms and conditions  hereinafter  set
forth;

     NOW,  THEREFORE,  in  consideration of the  mutual  benefits
derived  and to be derived from this Purchase Agreement  by  each
Party, McMoRan and El Paso do hereby agree as follows:

                            ARTICLE I
                             ASSETS

     Section 1.01.  Agreement to Sell and Purchase.  Subject to and in
accordance  with  the  terms  and  conditions  of  this  Purchase
Agreement,  El  Paso  agrees to purchase the  hereinafter-defined
Assets  from  McMoRan,  and  McMoRan agrees  to  sell,  transfer,
convey,   assign  and  deliver,  or  cause  the  sale,  transfer,
conveyance assignment and delivery of, the Assets to El Paso.

     Section 1.02.  Assets.  As used in this Purchase Agreement, the
term "Assets" shall mean all of the right, title and interest  of
McMoRan in and to the following:
          (a)  those certain leases, subleases, farmout agreements and
other  contracts, documents and agreements through which  McMoRan
holds  or has the right to acquire or maintain rights to oil  and
gas  (collectively,  the  "Leases")  described  on  Exhibit  "A",
attached  hereto and made a part hereof comprising the  following
prospects  identified  by  the Parties:   Hornung  Prospect  (the
"Hornung   Prospect"),  Lighthouse  Point  Deep   Prospect   (the
"Lighthouse Point Deep Prospect"), OCS 310 including Option Areas
I,  II,  III  and  IV (the "OCS 310 Prospect")  and  Mound  Point
Prospect  (the  "Mound Point Prospect") (each,  a  "Prospect"  or
collectively,   the  "Prospects"),  as  well   as   participation
agreements,   exploration  agreements,  subleases,   assignments,
farmout and farmin agreements, letter agreements, leases, mineral
leases,  unit orders and agreements, options, purchase  and  sale
agreements,   assignments,  operating  agreements,  participation
agreements,  pooling and communitization orders  and  agreements,
and  all  other  written  contracts,  documents,  agreements   or
writings  relating to the Prospects and Leases, or any  of  them,
but  only  to the extent same are described or listed on  Exhibit
"A" now or in the future, and all rights pertaining to any of the
foregoing, (collectively, the "Agreements"), and insofar and only
insofar  as  the Agreements pertain to the Leases and  Prospects,
which Agreements, Leases and Prospects are sometimes collectively
referred to in this Purchase Agreement as the "Properties",  less
and  except  for  those items set forth on Exhibit  "B"  attached
hereto and made a part hereof (the "Excluded Assets"); and
(b)  originals of all contract and accounting files, books,
records, files, well files, muniments of title, reports and
similar documents and materials of McMoRan that relate to the
Assets, and originals of all contract and accounting files,
books, records, files, muniments of title, reports and similar
documents and materials of McMoRan that relate to the Assets
(collectively, the "Prospect Records"). To the extent that any
accounting files are included in the Prospect Records, McMoRan
shall deliver copies of such files to El Paso.

                           ARTICLE II
                         PURCHASE PRICE

     Section 2.01.  Purchase Price.  The consideration and purchase
price for the purchase, sale, transfer, assignment and conveyance
of  the Assets to Buyer is the obligations undertaken by El  Paso
under  or  in connection with this Purchase Agreement,  including
but   not  limited  to  all  costs,  liabilities,  expenses   and
obligations  incurred or to be incurred by El  Paso  hereinafter,
and,  as  set  forth  in this Article II in connection  with  the
following  test  wells, and any substitutes or shallower  earning
wells, therefor (as set out hereinafter), on the Prospects (each,
a  "Well"  or,  collectively, the "Wells") and  the  Reversionary
Rights  of  McMoRan  (as defined hereinafter) (collectively,  the
"Purchase  Price"),  which  Wells,  subject  to  the  terms   and
conditions hereof, El Paso hereby undertakes to drill, all as set
forth  in  this Purchase Agreement and subject to the  terms  and
conditions hereinafter set out, to-wit:

     (a)  Lighthouse Point Deep Prospect:  El Paso will  drill  a
          test  well  to  a depth of 17,750 feet subsurface  True
          Vertical  Depth ("SSTVD") or such depth  sufficient  to
          evaluate  the  Marg  "A" formation,  whichever  is  the
          lesser/shallower  depth  as required  in  that  Farmout
          Agreement  identified as LHP-7 in Exhibit "A"  attached
          hereto,  which  depth  will  also  satisfy  the   depth
          requirement  in that State Lease Exploration  Agreement
          identified as LHP-2 in Exhibit "A" attached hereto, and
          exploration  agreements  in  the  proposed  Marginulina
          Ascensionensis-I  Zone  Reservoir   A   Unit   in   the
          Lighthouse  Point Prospect area (the "Lighthouse  Point
          Initial Prospect Well").  El Paso shall have the right,
          but  not the obligation, to drill the Lighthouse  Point
          Initial Prospect Well to a deeper depth. El Paso  shall
          assume  and  own  all  of  the  Working  Interest   (as
          hereinafter  defined)  and  Net  Revenue  Interest  (as
          hereinafter  defined)  of  McMoRan,  as  reflected   on
          Exhibit  "A",  including any non-consent interest  made
          available with respect to the Properties comprising the
          Lighthouse Point Deep Prospect.  El Paso will bear  its
          share  of the cost and expense of drilling, completing,
          and  equipping  the Lighthouse Point  Initial  Prospect
          Well   for  first  production.   The  Lighthouse  Point
          Initial    Prospect   Well   must   be   proposed    to
          ChevronTexaco, Inc. not later than May 15, 2002 and the
          commencement  date  for  the Lighthouse  Point  Initial
          Prospect Well will be no later than July 1, 2002.

     (b)  Hornung  Prospect.   El Paso will  participate  in  the
          drilling  of  a  test well to an approximate  depth  of
          21,800  feet  MD/TVD at a location specified  in  Ocean
          Energy   Inc's  AFE  No.  230008  and  the   applicable
          agreements  for  the  Hornung  Prospect  (the  "Hornung
          Initial Prospect Well").  El Paso shall assume and  own
          all of the Working Interest and Net Revenue Interest of
          McMoRan, as reflected on Exhibit "A", including any non-
          consent  interest made available with  respect  to  the
          Properties  comprising the Hornung Prospect.   El  Paso
          will  bear  its  share  of  the  cost  and  expense  of
          drilling, completing, and equipping the Hornung Initial
          Prospect  Well for first production.  The AFE  for  the
          Hornung Initial Prospect Well has been executed by  all
          working   interest   owners  and  drilling   operations
          therefor  were  commenced on or about April  30,  2002.
          Notwithstanding anything in this Purchase Agreement  to
          the  contrary, El Paso shall acquire no interest in  or
          assume   any   liability  for  the  wells,   platforms,
          pipelines  or  equipment presently existing  on  Eugene
          Island Block 108, and in the event production from  the
          Hornung  Prospect  is  to be processed  at  the  Eugene
          Island  108  "A" Platform, El Paso shall enter  into  a
          production  handling agreement with the owners  of  the
          Eugene  Island 108 "A" Platform in accordance with  the
          Co-Development Agreement listed on Exhibit "A". Subject
          to the terms and conditions of this Purchase Agreement,
          including  without limitation Section 5.17  hereof,  El
          Paso  further  agrees  to be bound  by  the  terms  and
          conditions  of  the  Co-Development Agreement  and  the
          pending Unit Agreement for the Hornung Prospect.

     (c)  OCS  310  Prospect.  El Paso will drill a test well  on
          the  OCS  310  Prospect to depth  which  shall  be  the
          shallowest  of  (i) 18,000 feet measured  electric  log
          TVD,   (ii)   the   depth   where   the   paleontologic
          biostratigraphic benthic foraminifera zone  older  than
          Robulus  Mayeri  (Operc)  is  encountered  (this  older
          zonation would include Gyrodina 9, Cristellaria  A  and
          Marginulina   asensionenis  or  older  biostratigraphic
          zonations),  (iii) the depth where the well  encounters
          sediments that were deposited in paleoecologic zonation
          six  (6)  as classified by R. W. Crouch (1955) or  (iv)
          such other depth as mutually agreed between the Parties
          (the  "Objective Depth"), as set forth in that  Farmout
          Agreement dated October 1, 2001 identified as JBM-1  in
          Exhibit "A" hereto, for Option Area I at a location  of
          its  choice in Option Area I (the "OCS 310 Initial Test
          Well").   El  Paso shall have the right,  but  not  the
          obligation, to drill the OCS 310 Initial Test Well to a
          deeper depth.  El Paso shall assume and own all of  the
          Working  Interest and Net Revenue Interest of  McMoRan,
          as  reflected on Exhibit "A", including any non-consent
          interest  made available with respect to the Properties
          comprising the OCS 310 Prospect.  El Paso will bear the
          cost  and expense of drilling, completing and equipping
          the  OCS  310  Initial Test Well for first  production.
          The commencement date for the OCS 310 Initial Test will
          be  no later than June 15, 2002, unless El Paso obtains
          an  extension of the commencement date provided for  in
          the Farmout Agreement.

     (d)  Mound  Point Prospect.  El Paso will drill a test  well
          on  the  Mound Point Prospect to a depth sufficient  to
          test the shallower of:  (i) 18,500 feet measured depth,
          (ii) the depth where the paleontologic biostratigraphic
          benthic  foraminifera zone older  than  Robulus  Mayeri
          (Operc)  is  encountered  (this  older  zonation  would
          include  Gyrodina  9, Cristellaria A,  and  Marginulina
          asensionenis  or  older  biostratigraphic   zonations),
          (iii)  the  depth  where the well encounters  sediments
          that  were deposited in paleoecologic zonation 6  (six)
          as classified by R. W. Crouch (1955) or (iv) such other
          depth  as  mutually  agreed  between  the  Parties,  as
          required  in  the  State  Lease  Exploration  Agreement
          identified as MP-2 in Exhibit "A" attached hereto, at a
          location  of  its  choice (the  "Mound  Point  Prospect
          Offset  Well").  El Paso shall have the right, but  not
          the  obligation,  to  drill the  Mound  Point  Prospect
          Offset  Well  to a deeper depth.  El Paso shall  assume
          and  own  all  of the Working Interest and Net  Revenue
          Interest   of   McMoRan,  reflected  in  Exhibit   "A",
          including any non-consent interest made available  with
          respect  to  the Properties comprising the Mound  Point
          Prospect.  El Paso will bear its share of the cost  and
          expense of drilling, completing and equipping the Mound
          Point  Prospect Offset Well for first production.   The
          commencement  date for the Mound Point Prospect  Offset
          Well will be the date set out on Exhibit "C" hereto.

      In  connection with the above-described Wells, El Paso will
comply  with  the  terms  of the Leases and  Agreements  for  all
operations pursuant hereto, including but not limited to logging,
evaluation and plugging and abandoning.

     Section   2.02.   Substitute  Well  and  Other  Liabilities.
Notwithstanding the foregoing, the Parties agree that:
          (a)  If (i) any Well is drilled to the proposed depth as set
forth above, in accordance with the terms hereof and is abandoned
as  a  dry  hole, or (ii) prior to reaching the depth  as  stated
above, El Paso encounters mechanical difficulties, heaving shale,
rock  salt,  excessive  saltwater flow, practicably  impenetrable
formations  or  other conditions in the hole that would  cause  a
reasonably   prudent   operator  under  the   same   or   similar
circumstances  to  discontinue drilling and to plug  and  abandon
such  Well, El Paso shall have the right, but not the obligation,
to  commence, within the earlier of the time periods set forth in
the applicable earning agreement for any of the Wells set out  on
Exhibit  "A",  or  ninety (90) days after the date  the  rig  was
released  from  the  last operation on the Well,  subject  to  El
Paso's  receipt of all regulatory approvals and rig  availability
(i)  sidetrack  operations on such Well, or (ii) actual  drilling
operations on another well at a location of El Paso's  choice  on
the  Prospect  in  an attempt to reach the proposed  depth.  Such
sidetracked  or  new  well  is  hereinafter  referred  to  as   a
"Substitute  Well".   In  order to have  the  right  to  drill  a
Substitute  Well,  El  Paso must make  a  written  commitment  to
McMoRan  to  commence operations on such Substitute  Well  within
thirty (30) days of rig release from the Well for which it  is  a
substitute.    In  the  event  the  applicable  Substitute   Well
provision  in  the applicable agreement requires an  election  to
commit  to  such  Substitute Well within thirty  (30)  days,  the
thirty  (30)  day  notice provision above  shall  be  reduced  to
fifteen  (15)  days.  If El Paso fails to notify McMoRan  of  its
commitment  within such thirty (30) day period, or  fifteen  (15)
day period as applicable, McMoRan will have the option to receive
promptly a reassignment of the interest previously assigned to El
Paso  in  the Prospect to which the interest pertains,  free  and
clear  of  any  burdens  created or caused  by  El  Paso.   If  a
Substitute  Well  is timely and properly commenced,  drilled  and
completed  in  compliance with all terms and conditions  provided
herein  for the Well(s), then such Substitute Well shall  in  all
respects  be  considered as if it were the Well.  El  Paso  shall
have a continuing option to drill additional Substitute Wells  on
the same basis as set forth herein.
(b)  Except as is otherwise set forth in this Purchase Agreement,
from and after the Effective Date and until Payout (as
hereinafter defined), El Paso agrees to bear all costs and risk
of plugging and abandoning all wells drilled hereunder and all
costs associated with surface restoration and settlement of
oyster claims and further agrees to indemnify (as set out in this
Purchase Agreement), save and hold harmless McMoRan from all such
claims as to the interest assigned hereunder.  McMoRan agrees to
assume and pay its proportionate share of the plugging,
abandonment, enforce restoration and all other costs of any of
the Assets made subject to the Reversionary Rights up to the
Effective Date and after Payout, and agrees to indemnify (as set
out in this Purchase Agreement), save and hold harmless El Paso
from all claims, suits, damages, and liabilities relating
thereto.  El Paso will acquire no interest in and incur no
liability with regard to any wells, platforms, pipelines, or
equipment currently existing on the Properties, or any of them.

     Section  2.03.  Shallow Earning.  In the event a Well  or  a
Substitute Well is not drilled to its proposed depth as set forth
above, and evaluated to its proposed depth in accordance with the
terms and conditions of this Purchase Agreement, but is completed
at  a shallower depth (a "Shallow Earning Well"), production from
such Shallow Earning Well will be credited toward Payout.  In the
event  El  Paso does not timely drill a Substitute Well  for  any
Prospect, including one in which a Shallow Earning Well has  been
drilled,  El Paso will reassign all its interest in the  Prospect
in  accordance with Section 2.06 hereof; provided,  however,  the
reassignment will reserve to El Paso its rights as  to  any  unit
established  for such Shallow Earning Well as to 100'  below  the
stratigraphic  equivalent  of  the deepest  interval  capable  of
producing in such Shallow Earning Well, and such rights shall  be
subject to the Reversionary Rights of McMoRan upon Payout.

     Section 2.04.  Determination of Payout.  "Payout" shall occur at
such time as El Paso has produced and sold a cumulative total  of
100 Bcfe of gas from all wells drilled on the Properties in which
El  Paso  participates, or such lesser amount of hydrocarbons  as
may  be  allowed under the provisions of this Purchase Agreement,
insofar as is attributable to El Paso's Net Revenue Interest from
the  Properties.   El Paso's "Net Revenue Interest"  means,  with
respect  to each Property, McMoRan's undivided ownership interest
therein  acquired  by  El  Paso  at  Closing  together  with  any
nonconsent  interest  assumed  by El  Paso,  less:  (i)  lessor's
royalty  interest, (ii) any overriding royalty  interests  and/or
net  profits that burden McMoRan's ownership interest, and  (iii)
any other burdens upon, measured by, or payable out of production
from  the Properties, including but not limited to any production
attributable  to  third  party interests or  burdens,  and  which
burden McMoRan's ownership interest and are not caused or created
by El Paso. When calculating Payout, each barrel of oil or liquid
hydrocarbons shall equal six thousand cubic feet of gas (6 Mcf).

     Section 2.05.  Reversionary Rights.  As such time as Payout is
reached,  McMoRan shall have the option to be assigned, effective
as of the date of Payout, an undivided fifty (50%) percent of the
working  interest and net revenue interest in the Assets at  such
time (the "Reversionary Rights"), free of any burdens created  or
caused by El Paso.  If McMoRan elects to receive an assignment of
its  Reversionary  Rights, El Paso and McMoRan  shall  thereafter
share  equally in all revenues and costs from the Assets  subject
to  the applicable Operating Agreement therefor; provided however
that  El  Paso  shall remain solely responsible  for  all  costs,
expenses and liabilities with respect to the Reversionary  Rights
properly  incurred  by  El Paso prior to Payout.  El  Paso  shall
notify  McMoRan in writing of its option to elect  within  thirty
(30)  days  after  it  has determined that Payout  has  occurred.
McMoRan shall have thirty (30) days after receipt of such  notice
to  elect  in  writing to exercise its option to be assigned  the
Reversionary  Rights  or  not  to be  assigned  its  Reversionary
Rights.  McMoRan's election shall be made for the entirety of the
Assets  and  not  on  a Prospect-by-Prospect basis.   Failure  to
respond  by McMoRan shall be deemed to be an election not  to  be
assigned the Reversionary Rights.

     Section 2.06.  Liquidated Damages.  If, subsequent to Closing, El
Paso  fails  to spud and make a good faith effort  to  reach  the
depths  provided for in Section 2.01 and evaluate the  Lighthouse
Point  Initial Prospect Well, the Hornung Initial Prospect  Well,
the OCS 310 Initial Test Well, or the Mound Point Prospect Offset
Well (each an "Obligation Well" or, collectively, the "Obligation
Wells"),  El  Paso  shall:  (1)  pay  McMoRan  $************   as
liquidated damages (a "Payment") for each Obligation Well El Paso
fails  to spud and drill as set forth above, and (2) if requested
by  McMoRan,  promptly reassign, free of any burdens  created  or
caused by El Paso, the interest conveyed by McMoRan to El Paso in
any  Prospect or portion thereof to McMoRan, excepting any rights
to  a Shallow Earning Well.  The Payment and reassignment of  the
interest shall be the only penalty and liability incurred  by  El
Paso  for  failure  to spud, drill, and/or evaluate  any  of  the
Obligation  Wells.  Notwithstanding the foregoing  in  connection
with  any reassignment, except as is otherwise agreed to in  this
Purchase  Agreement, El Paso shall remain obligated for and  hold
harmless  McMoRan  against any cost, risk or expenses  associated
with  operations conducted by El Paso which are  related  to  the
Obligation  Wells drilled hereunder including but not limited  to
plugging  and abandonment of such Obligations Wells.  Subject  to
the   indemnity,  payment  and  reassignment  provisions  herein,
McMoRan  shall release, indemnify (as set forth in this  Purchase
Agreement)  and  hold  harmless El Paso,  from  and  against  all
losses,  expenses, damages, attorneys' fees and all  other  costs
and  expenses  arising  out of El Paso's  failure  to  drill  and
evaluate  any of the Obligation Wells.  In the event of any  such
reassignment, McMoRan agrees to assume the responsibility for the
administration  and  reassignment  obligations  related  to   the
reassigned  Prospect.   Additionally, if any  of  the  Obligation
Wells  are  not  drilled  and evaluated in  accordance  with  the
applicable contracts and as provided above, whether or not  there
is  a  Shallow  Earning Well, there shall be a reduction  in  the
Payout  amount  of 25 Bcfe of gas for each such  Obligation  Well
which is not so drilled and evaluated.

                           ARTICLE III
                         EFFECTIVE DATE

     Section  3.01.   Ownership of Assets.  If  the  transactions
contemplated  in  this  Purchase  Agreement  are  consummated  in
accordance with the terms and provisions hereof, the ownership of
the  Assets shall be transferred from McMoRan to El Paso  at  the
Closing  Date (as hereinafter defined), but effective as of  7:00
a.m. local time on April 15, 2002 (the "Effective Date").

                           ARTICLE IV
                     TITLE AND OTHER MATTERS

     Section 4.01.  Due Diligence.  El Paso shall be entitled  to
conduct  all  due diligence investigations and reviews  it  deems
necessary  and  appropriate  until  Closing,  including  but  not
limited  to  those  relating to title, geologic  evaluations  and
environmental status of the Assets. McMoRan shall fully cooperate
with  and  facilitate such investigations and reviews.   El  Paso
shall  be entitled to review and investigate, among other things,
McMoRan's title, and those contracts, obligations and liabilities
attributable to the Prospects which would relate to the title  to
the  interests being delivered hereunder.  McMoRan shall  provide
El    Paso,   and   its   agents,   employees,   attorneys    and
representatives, with access, during reasonable  business  hours,
to  McMoRan's offices and to all files, reports, books,  records,
documents,  materials  and  other  information  relating  to  the
Prospects including access to the records of ChevronTexaco,  Inc.
to  the extent allowed by ChevronTexaco, Inc. (collectively,  the
"Records").

     "Defensible Title" means, as of the Closing Date,

          (i)  Such ownership by McMoRan, subject to any required
     earning of interest, in each Prospect that:

               (A)  will entitle El Paso to receive not less than
          the  percentages  set  forth in  Exhibit  "A"  as  "Net
          Revenue  Interest" (herein defined as the "Net  Revenue
          Interest")  of  all  oil and gas  produced,  saved  and
          marketed  from each Prospect or Lease as set  forth  in
          Exhibit  "A",  all  without  reduction,  suspension  or
          termination of such interest throughout the  productive
          life  of  such  Prospect, except  as  affected  by  the
          Agreements  referenced in Exhibit "A", and  except  for
          changes   or   adjustments   that   result   from   the
          establishment  of units, co-development areas,  changes
          in existing units (or the participating areas therein),
          or  the entry into of pooling or unitization agreements
          after the herein-defined Closing Date;

               (B)   will  obligate El Paso to bear  not  greater
          than  the  percentages  set forth  in  Exhibit  "A"  as
          "Working  Interest"  (herein defined  as  the  "Working
          Interest")  of the costs and expenses relating  to  the
          maintenance, development and operation of each Prospect
          or  Lease  as  set  forth in Exhibit "A",  all  without
          increase  throughout  the  productive  life   of   such
          Prospect,   except  as  affected  by   the   Agreements
          referenced  in  Exhibit "A" and except for  changes  or
          adjustments  that  result  from  the  establishment  of
          units, co-development areas, changes in existing  units
          (or the participating areas therein), or the entry into
          of  pooling or unitization agreements after the Closing
          Date; and

               (C)   is  free and clear of all defects in  title,
          liens, and encumbrances (other than those for Rights-of-
          Way or other similar agreements);

               (D)    is  in  compliance  with  all  obligations,
          requirements or duties affecting the Prospects  to  any
          federal,  state,  local municipal or  public  authority
          with  respect to any franchise, grant, license,  permit
          or  aspect  thereby,  and all applicable  laws,  rules,
          regulations  and orders of the United  States  and  the
          state, parish, city and political subdivisions in which
          the   Prospects   are   located  and   that   exercises
          jurisdiction  over  such  Prospects,  and  any  agency,
          department, board, official or instrumentality  thereof
          that  exercises jurisdiction over the Assets  including
          but not limited to the State Mineral Board of the State
          of  Louisiana, the Governor of the State  of  Louisiana
          and  the  United  States Department  of  the  Interior,
          Minerals     Management     Service,     (collectively,
          "Governmental Authority or Authorities");

               (E)   except as set out as pending on Exhibit "A",
          has  the  requisite  approvals,  permits  and  licenses
          relating   to   the   Assets  from   all   Governmental
          Authorities.

                            ARTICLE V
            REPRESENTATIONS AND WARRANTIES OF MCMORAN

     McMoRan represents and warrants to El Paso that, as  of  the
Effective Date and the Closing Date:

     Section 5.01.  Existence.  McMoRan is a limited liability company
duly formed, validly existing and in good standing under the laws
of  the state of its formation, with full legal power, right  and
authority to carry on its business as such is now being conducted
and as contemplated to be conducted.

     Section 5.02.  Legal Power.  McMoRan has the legal power and
right  to enter into and perform this Purchase Agreement and  the
transactions  contemplated  hereby.   The  consummation  of   the
transactions  contemplated by this Purchase  Agreement  will  not
violate, nor be in conflict with:
          (a)  any provision of McMoRan's organizational documents;
          (b)  any material agreement or instrument to which McMoRan is a
party or by which McMoRan is bound;
          (c)  any judgment, order, ruling or decree applicable to
McMoRan as a party in interest or any law, rule or regulation applicable
to McMoRan, or
          (d)  any covenant or agreement relating to any financing
arrangement of any type or nature.

     Section  5.03.   Execution.   The  execution,  delivery  and
performance  of  this  Purchase Agreement  and  the  transactions
contemplated  hereby  are  duly and  validly  authorized  by  all
requisite action on the part of McMoRan.  This Purchase Agreement
constitutes  the legal, valid and binding obligation  of  McMoRan
enforceable in accordance with its terms.

     Section 5.04.  Brokers.  No broker or finder has acted for or on
behalf  of McMoRan in connection with this Purchase Agreement  or
the  transactions  contemplated by this Purchase  Agreement.   No
broker or finder is entitled to any brokerage or finder's fee, or
to  any  commission, based in any way on agreements, arrangements
or  understandings made by or on behalf of McMoRan for  which  El
Paso  has or will have any liabilities or obligations (contingent
or  otherwise).   As  used in this Purchase Agreement,  the  term
"Affiliate"  means an "affiliate" or "associate" as  those  terms
are  defined  in  Rule 12b-2 promulgated by  the  Securities  and
Exchange  Commission  under the Securities and  Exchange  Act  of
1934, as amended.

     Section   5.05.   Bankruptcy.   There  are  no   bankruptcy,
reorganization   or   arrangement  proceedings   pending,   being
contemplated by or threatened against McMoRan or any Affiliate of
McMoRan.

     Section 5.06.  Suits.  Except as set forth in Schedule 5.06,
there is no suit, action, claim, investigation or inquiry by  any
person,  entity, administrative agency or Governmental  Authority
(a   "Person")  and  no  legal,  administrative  or   arbitration
proceeding   pending  or  threatened  against  McMoRan   or   any
Affiliates  or the Assets that has materially affected  or  could
reasonably be expected to materially affect McMoRan's ability  to
consummate  the  transactions contemplated herein  or  materially
affect the title to or value of any of the Assets.

     Section 5.07.  Taxes.  All ad valorem, property, production,
severance, excise and similar taxes and assessments based  on  or
measured by the ownership of the Assets or the production of  oil
and  gas or the receipt of proceeds therefrom on the Assets  that
have  become  due  and  payable have been paid  in  all  material
respects.

     Section 5.08.  Title.  McMoRan owns Defensible Title to  the
Assets, and each of them.

     Section 5.09.  Compliance with Laws.  The ownership and operation
of the Assets have been, and the Assets are in conformity, in all
material  respects, with all applicable laws, and all  applicable
rules,  regulations  and  orders of all Governmental  Authorities
having  jurisdiction,  including  without  limitation  any  laws,
rules,   regulations  or  orders  pertaining   to   health,   the
environment,  wastes  or  Hazardous  Materials,  as   hereinafter
defined.

     Section 5.10.  Prospect Records.  The Prospect Records  were
gathered from the business books and records of McMoRan and  were
true,  correct  and  complete in all material  respects  for  the
purposes  for  which such Prospect Records were prepared  at  the
time so prepared.

     Section 5.11.  Basic Documents.  The Properties, and all Leases,
Agreements  and  Prospect  Records  comprising  any  part  of  or
otherwise  relating  to  any  of  the  Properties  (being  herein
collectively defined as the "Basic Documents"), are in full force
and  effect and constitute valid and binding obligations  of  the
parties  thereto.  McMoRan is not in breach or  default  (and  no
situation  exists  which with the passing of time  or  giving  of
notice  would  create a breach or default) of  their  obligations
under  the Basic Documents, and no breach or default by any party
thereto  or  third party (or situation which with the passage  of
time  or  giving  of  notice would create a  breach  or  default)
exists,  to the extent such breach or default (whether by McMoRan
or such a third party) could reasonably be expected to materially
adversely affect the ownership, operation, value or use of any of
the Assets after the Effective Date.  By 5:00 pm on May 13, 2002,
El  Paso  will  have been provided or given access  to  full  and
accurate copies of all Agreements by McMoRan.

     Section 5.12.  Production Sales Contracts; Calls on Production.
There  are  no  agreements for the sale of  production  from  the
Assets  other than (a) production sales contracts (the "Scheduled
Production  Sales Contracts") disclosed on Schedule 5.12  or  (b)
agreements or arrangements which are cancelable on 90 days notice
or  less  without penalty or detriment.  Except as  disclosed  on
Schedule 5.12, there are no calls to purchase production or other
similar  rights  or  options  to  purchase  production  from  the
Properties.

     Section 5.13.  Area of Mutual Interest Agreements.  None of the
Properties  is  subject to (or has related to  it)  any  area  of
mutual  interest agreement obligating McMoRan, except as set  out
on Schedule 5.13.

     Section  5.14.  No Oral Contracts.  Except as set  forth  in
Schedule  5.14,  no  oral  contracts for drilling  or  completion
operations,  leasing, sales of Assets or individual  expenditures
currently in force and effect that relate to any of the Assets.

     Section 5.15.  Plugging Obligations.  Except for wells listed on
Schedule  5.15, there are no dry holes or wells that are  located
on   the   Assets  or  on  lands  pooled  or  unitized  therewith
(including, without limitation any wells which would, if  located
in  Louisiana,  require compliance with the  Louisiana  laws  and
regulations),  except for wells that have been  properly  plugged
and  abandoned,  and  except  for wells  drilled  to  depths  not
included  within  the  Assets  or  within  units  in  which   the
Properties participate.

     Section 5.16.  Operations after Effective Date.  McMoRan has
conducted its business with respect to the Assets in the ordinary
course, consistent, in all material respects, with past practices
and good oilfield practice.

     Section 5.17.  Agreements.  Without the prior written consent of
El  Paso,  from  and  after the date of the  execution  of   this
Purchase Agreement, McMoRan shall not:

          (i)  take any actions or make any agreement (written or
     oral), or give or withhold any consent or approval, relating
     to the Assets, or any of them;

          (ii)  encumber,  sell,  transfer,  assign,  convey,  or
     otherwise dispose of any of the Assets;

          (iii)     modify in any respect or terminate any of the
     Properties,  or enter into any new contracts  or  agreements
     relating to any of the Assets; and

With respect to 5.17 (i) and (iii) above, El Paso shall, from and
after  the date of execution of this Purchase Agreement and until
Closing, respond to any written notification from McMoRan that it
proposes  to take any such action within three (3) business  days
after receipt of such notice.  Failure to respond shall be deemed
an approval of such action by El Paso.

     Section 5.18.  Cooperation.  At all times prior to the date at
which  Payout  occurs,  McMoRan shall cooperate  fully  with  and
perform  all reasonable written requests of El Paso which pertain
to  the  Assets. At all times prior to the date at  which  Payout
occurs,   McMoRan  shall  deal  with  any  and  all  Governmental
Authorities and all third parties on matters which relate to  the
Assets and which affect the rights acquired by El Paso under this
Purchase  Agreement  under  and  subject  to  El  Paso's  written
approval.

     Section 5.19.  Exhibit "A".  Exhibit "A" references all of the
relevant  documents, contracts and obligations  relating  to  the
Assets.   All  information concerning Exhibit  "A"  contained  in
Section 2.01 of this Purchase Agreement is true and correct,  and
there have been no changes to the Agreements.  There are no other
agreements  or contracts relating to the Assets other than  those
set forth in Exhibit "A" which may impact El Paso's ownership  of
any of the Assets.

     Section 5.20.  Title Opinions.  All title opinions relating to
the Assets, or any of them, are set out on Schedule 5.20 (the
"Title Opinions"), and there have been no changes to such Title
Opinions.

                           ARTICLE VI
            REPRESENTATIONS AND WARRANTIES OF EL PASO

     El  Paso represents and warrants to McMoRan that, as of  the
Effective Date and the Closing Date:

     Section  6.01.   Existence.  El Paso is a  corporation  duly
organized, validly existing and in good standing under  the  laws
of  the  State of Delaware.  El Paso has full legal power,  right
and  authority  to  carry on its business as such  is  now  being
conducted and as contemplated to be conducted.

      Section 6.02.  Legal Power.  El Paso has the legal power and
right  to enter into and perform this Purchase Agreement and  the
transactions  contemplated  hereby.   The  consummation  of   the
transactions  contemplated by this Purchase  Agreement  will  not
violate, nor be in conflict with:
     (a)   any material agreement or instrument to which El  Paso
is a party or by which El Paso is bound; or

     (b)  any judgment, order, ruling or decree applicable to  El
Paso  as  a  party  in  interest or any law, rule  or  regulation
applicable to El Paso.

     Section  6.03.   Execution.   The  execution,  delivery  and
performance  of  this  Purchase Agreement  and  the  transactions
contemplated  hereby  are  duly and  validly  authorized  by  all
requisite action on the part of El Paso.  This Purchase Agreement
constitutes the legal, valid and binding obligation  of  El  Paso
enforceable in accordance with its terms.

     Section 6.04.  Brokers.  No broker or finder has acted for or on
behalf of El Paso or any Affiliate of El Paso in connection  with
this  Purchase Agreement or the transactions contemplated by this
Purchase  Agreement.   No broker or finder  is  entitled  to  any
brokerage or finder's fee, or to any commission, based in any way
on  agreements,  arrangements or understandings  made  by  or  on
behalf  of El Paso or any Affiliate of El Paso for which  McMoRan
has  or  will have any liabilities or obligations (contingent  or
otherwise).

     Section   6.05.   Bankruptcy.   There  are  no   bankruptcy,
reorganization   or   arrangement  proceedings   pending,   being
contemplated by or threatened against El Paso or any Affiliate of
El Paso.

     Section  6.06.   Suits.   There is no suit,  action,  claim,
investigation   or   inquiry  by  any  Person   and   no   legal,
administrative  or arbitration proceeding pending or,  threatened
against  El  Paso or any Affiliate of El Paso that has materially
affected or could reasonably be expected to materially affect  El
Paso's   ability  to  consummate  the  transactions  contemplated
herein.

                           ARTICLE VII
                     OPERATION OF THE ASSETS

     Section 7.01.  Operation of the Assets Prior to Closing.  From
and  after  the date of the execution of this Purchase  Agreement
and  until  Closing, and subject to the provisions of  applicable
operating   and   other  agreements,  McMoRan   shall   use   its
commercially  reasonable  efforts to cause  other  operators  to,
operate  and  administer  the Assets in a  good  and  workmanlike
manner consistent with its past practices, and shall carry on its
business  with  respect to the Assets in substantially  the  same
manner  as before execution of this Purchase Agreement.   McMoRan
shall use its commercially reasonable efforts to preserve in full
force and effect all the Assets.

     Section 7.02.  Correction of Exhibits.  It is the intent  of
McMoRan  to  convey,  sell, grant and  assign,  and  El  Paso  to
purchase  and receive all of the Assets.  If El Paso  or  McMoRan
discovers  at any time prior to Closing that any Assets  are  not
described  on  Exhibits  "A"  or  "B,"  or  is  not  sufficiently
described on any such Exhibits in order to transfer title  to  El
Paso  as set forth in this Purchase Agreement, the Parties  shall
amend  such Exhibit to include a sufficient description to assign
title  to such Assets to El Paso and such Exhibit, as so amended,
shall  be  the Exhibit used to describe the Assets to be assigned
to  El  Paso;  provided, however, that no  such  amendment  shall
become  effective  unless and until El  Paso  shall  have  agreed
thereto,  which agreement of El Paso shall be made  in  its  sole
discretion.

                          ARTICLE VIII
              CONDITIONS TO OBLIGATIONS OF MCMORAN

     The  obligations  of McMoRan to consummate the  transactions
provided for herein are subject to the fulfillment on or prior to
the Closing Date of each of the following conditions:

    Section  8.01.   Representations.  The  representations  and
warranties of El Paso herein  contained shall be true and correct
in  all  material respects on the Closing Date as though made  on
and as of such date.

     Section 8.02.  Performance.  El Paso shall have performed all
material obligations, covenants and agreements contained in  this
Purchase Agreement to be performed or complied with by it  at  or
prior to the Closing.

    Section  8.03.  Pending Matters.  No suit, action  or  other
proceeding shall be pending or threatened that seeks to restrain,
enjoin or otherwise prohibit the consummation of the transactions
contemplated by this Purchase Agreement.

    Section 8.04.  Execution and Delivery of Closing Documents.  El
Paso   shall  have  executed,  acknowledged  and  delivered,   as
appropriate,  to  McMoRan  all  closing  documents  described  in
Section 10.04.

                           ARTICLE IX
              CONDITIONS TO OBLIGATIONS OF EL PASO

     The  obligations  of El Paso to consummate the  transactions
provided for herein are subject to the fulfillment on or prior to
the Closing Date of each of the following conditions:

     Section 9.01.  Performance.  McMoRan shall have performed in all
respects all obligations, covenants, and agreements contained  in
this Purchase Agreement to be performed or complied with by it at
or prior to the Closing.

   Section  9.02.  Pending Matters.  No suit, action  or  other
proceeding shall be pending or threatened that seeks to restrain,
enjoin,   or   otherwise  prohibit  the   consummation   of   the
transactions contemplated by this Purchase Agreement, or  any  of
the obligations of any of the Parties.

     Section  9.03.  Execution and Delivery of Closing Documents.
McMoRan  shall  have  executed, acknowledged  and  delivered,  as
appropriate,   to   El   Paso   all   documents   described    in
Section 10.4(g), conveying Defensible Title to the Assets  to  El
Paso.

     Section 9.04.  No Violation.  There shall be no violation or
breach  of  any  of  McMoRan's  representations,  warranties   or
agreements set out in this Purchase Agreement.

     Section 9.05.  CLK Interest.  The interest to be assigned to El
Paso  as  to  the  Mound  Point, Lighthouse  Point  and  OCS  310
Prospects  shall be burdened with an overriding  royalty  to  CLK
Company,  L.L.C.  equal  to  3% which  shall  be  proportionately
reduced  to  the  Working Interest acquired from McMoRan  at  the
Closing.  That  certain  letter dated  April  9,  2002  from  CLK
Company, L.L.C. to El Paso with respect to the overriding royalty
to  be assigned to CLK Company, L.L.C. shall remain in effect and
no assignments shall be made by McMoRan prior to Closing that are
inconsistent with such letter.

     Section 9.06.  Consents and Approvals.  McMoRan shall use its
best  efforts in good faith to obtain all requisite consents  and
approvals for the conveyance of the Assets and the obligations to
be  undertaken by El Paso in connection therewith, including  but
not limited to the receipt of all necessary governmental or third
party  consents  and approvals, Governmental Authority  approvals
and  permits and any other governmental or third party  consents,
or  waivers,  including but not limited to the  granting  of  all
consents to assignment and the waiving of all preferential rights
to  purchase,  as  applicable, except those customarily  obtained
after Closing.

     Section 9.07.  Other Conditions.  El Paso's agreement to purchase
the  Assets is further subject to El Paso determining to its sole
satisfaction as of Closing, as follows:

     a.    That  there  is  no  material adverse  change  in  the
     condition of any of the Assets.

     b.   That   there   are  no  material  violations   of   any
          Environmental Laws (as defined hereafter) pertaining to
          any of the Assets.

     c.   That there are no gas imbalances affecting the Assets;

     d.   That  the  Assets  are not subject  to  any  long  term
          production purchase contracts or commitments which  are
          not  terminable upon thirty (30) days' notice,  or  any
          preferential  rights, or third party approvals,  except
          as provided in Exhibit "A";

     e.   That  the  representations and warranties of  title  by
          McMoRan  are  accurately  reflected  in  this  Purchase
          Agreement;

     f.   For  any  Prospect  that  does not  have  an  operating
          agreement  or  other  necessary  agreement  in   place,
          El  Paso  and McMoRan shall proceed diligently  and  in
          good  faith  to negotiate definitive agreement(s)  with
          terms  and  conditions  mutually satisfactory  to  both
          El Paso and McMoRan by Closing;

     g.   That the Prospect Records and Records are acceptable to
          it  and that its due diligence review has uncovered  no
          liabilities it does not wish to incur;

     h.   That McMoRan has Defensible Title to the Assets;

     k.   That  all Governmental Authority approvals for El  Paso
          to  own and operate, where applicable, the Assets  will
          be, or have been, obtained;

     l.   With respect to the Lighthouse Point Deep Prospect, the
          OCS  310  Prospect, and the Mound Point  Prospect,  the
          execution, at or before Closing, of a letter  agreement
          or  agreements  among,  and satisfactory  to,  McMoRan,
          Texaco  Exploration and Production Inc.  and  El  Paso,
          covering the substance of the matters contained in  the
          draft  of  letter attached hereto as Exhibit  "C",  and
          such other matters as may be reasonably requested by El
          Paso.

     m.   The signature of the Governor of the State of Louisiana
          and  all  other  legally  required  signatures  of  all
          representatives   or  officials  of  all   Governmental
          Authorities   have  been  actually   affixed   to   all
          Agreements requiring such signatures;

     n.   The Title Opinions (or any title curative undertaken in
          connection therewith) do not disclose title defects  or
          liabilities unacceptable to El Paso;

     o.   That such other reasonable conditions that may arise or
          occur as a result of the due diligence review conducted
          by   El  Paso  under  Section  4.01  of  this  Purchase
          Agreement have been, or will be, satisfied; and

     p.   The satisfaction of the conditions set forth in Section
          10.07  of  this Purchase Agreement and the satisfaction
          of  any  other condition to the obligations of El  Paso
          under  this Purchase Agreement not otherwise set  forth
          in this Article IX.

                            ARTICLE X
                             CLOSING

     Section 10.01. Time and Place of Closing.  If the conditions
referred  to  in Articles VIII and IX of this Purchase  Agreement
have  been  satisfied or waived in writing, and  subject  to  any
extensions   pursuant   to   Section  10.02,   the   transactions
contemplated  by  this Purchase Agreement (the  "Closing")  shall
take  place  at the offices of El Paso, located at Nine  Greenway
Plaza,  Houston,  Texas, on (i) May 23, 2002  or   (ii)  at  such
earlier  date as the Parties may mutually agree upon or (iii)  at
such  date  as  may  be extended pursuant to Section  10.02  (the
"Closing Date").

     Section 10.02. Extension.  The Closing Date may be extended by
mutual   written   agreement  of  the  Parties   and   shall   be
automatically  extended until May 31, 2002 in the event  that  on
the  Closing  Date  specified  in Section  10.01  all  conditions
specified in Section 10.07 have not been met.

     Section  10.03. Ad Valorem and Similar Taxes.   Ad  valorem,
property and similar taxes and assessments based upon or measured
by  the  value of the Assets shall be divided or prorated between
McMoRan  and  El  Paso as of the Effective Date.   McMoRan  shall
assume  responsibility for such taxes attributable to the  period
of  time  prior  to the Effective Date and El Paso  shall  assume
responsibility  for  the  periods of  time  from  and  after  the
Effective Date.

     Section 10.04. Actions of McMoRan at Closing.  Subject to Section
10.07, at the Closing, McMoRan shall:
          (a)  Convey to El Paso by way of documents acceptable to El Paso,
except  to the extent excluded herein, and El Paso shall  accept,
Defensible  Title  to  (i)  all of  McMoRan's  right,  title  and
interests in and to the Assets, including but not limited to  the
Working  Interest and Net Revenue Interests in the Prospects  and
Lease,  and  (ii) rights, obligations and liabilities insofar  as
they pertain to the Properties, except to the extent set forth in
this  Purchase Agreement or as is limited pursuant to  the  terms
and conditions hereof.  Such conveyance shall be made without any
warranty, express or implied, except a special warranty of title,
by,  through and under McMoRan.  McMoRan's special warranty shall
further  warrant that the Working Interests are not  greater  and
the  Net  Revenue Interests are not less than those reflected  on
Exhibit  "A".   Such  interests may  be  proportionately  reduced
pursuant  to  the terms of the Agreements.  For  the  purpose  of
clarity, the Working Interests and Net Revenue Interest for Mound
Point,  Lighthouse  Point  and OCS 310  have  been  footnoted  to
reflect agreements applicable thereto.
          (b)  If El Paso determines between the Effective Date and the
Closing that any of the said Working Interests in a Prospect  are
greater or Net Revenue Interests are less than those reflected in
Exhibit  "A"  as  to  any Prospect, then it  may  terminate  this
Purchase Agreement as to such Prospect and all of its obligations
and  liabilities  hereunder, with respect  thereto,  express  and
implied,  by delivery to McMoRan written notice of its intent  to
so  terminate, which notice shall be sent to McMoRan on or before
the Closing, and the provisions of Section 10.07 shall apply.  If
El  Paso  determines between the Effective Date and  the  Closing
that  any of the said Working Interests in a Prospect are greater
or Net Revenue Interests are less than those reflected in Exhibit
"A"  as  to  any  Prospect and notwithstanding such determination
elects  to  Close  on such Prospect, then Exhibit  "A"  shall  be
amended  to set forth the correct Working Interest or Net Revenue
Interest.
(c)  deliver to El Paso possession of the Assets;
          (d)  execute and deliver to El Paso an affidavit attesting to its
non-foreign status; and
          (e)  subject to applicable agreements execute and deliver any
documents  necessary to effect a change of operator in any  state
or  any offshore area over which the United States of America  or
any  state asserts jurisdiction where McMoRan is the operator  as
of the Closing;
          (f)  execute, acknowledge and deliver any other agreements or
writings  provided  for  herein  or  necessary  or  desirable  to
effectuate the transactions contemplated hereby; and
     (g)  deliver to El Paso possession of the original documents
constituting the "Prospect Records".

     Section 10.05. Actions of El Paso at Closing.  At the Closing, El
Paso shall:
          (a)  take possession and ownership of the Assets;
          (b)  execute, acknowledge and deliver the documents and any other
agreements  provided  for  herein or necessary  or  desirable  to
effectuate the transactions contemplated hereby; and

     Section 10.06. Confidentiality Agreement.  If the Closing occurs,
the  confidentiality agreement entered into on November  7,  2001
executed  by the Parties (the "Confidentiality Agreement")  shall
remain in full force and effect in accordance with its terms  and
conditions.  Additionally, for a period of  two  years  from  the
Effective Date an AMI will be established which will apply as  to
the Prospect Area of each Prospect as reflected in the Exhibit to
the Confidentiality Agreement.  Should El Paso or McMoRan acquire
any interest within a Prospect within such two year period, other
than  that  provided  herein, such interest  shall  automatically
become subject to the terms of this Purchase Agreement.

      Section  10.07. Preferential Rights, Consents  and  Exhibit
"C".  In  the event all conditions to Closing specified  in  this
Agreement with respect to a Prospect(s) have occurred, Closing as
to  that  Prospect(s) shall occur.  In the event  that  prior  to
Closing,  for  any  Prospect(s),  (i)  a  preferential  right  is
exercised,  (ii)  the  provisions of  Section  10.04(b)  of  this
Purchase Agreement apply, (iii) the condition set out in  Section
9.07(l) of this Purchase Agreement is not satisfied, or (iv)  any
other condition to Closing specified in Article IX applicable  to
such Prospect is not satisfied, then, and in any such event,  the
Prospect  (s)  and the Assets applicable to such  Prospect(s)  to
which  any of the foregoing applies shall be eliminated from  the
Closing;  provided,  however,  that  in  the  event  that  (i)  a
preferential right has not been exercised but the time period for
exercise  has  not expired and no waiver has been  obtained  with
respect  thereto  or (ii) a required consent to  assign  normally
acquired  prior  to  Closing is not obtained,  Closing  shall  be
deferred  for  the  remainder  of  the  Prospects  for  the  time
necessary  to  allow  (x) for the expiration  of  the  applicable
exercise  period  for  such  preferential  rights  and   (y)   an
additional reasonable period, but in no event later than June 15,
2002,  for  McMoRan  to secure the required  consents  to  assign
normally  acquired prior to Closing.  In the event  that  Closing
does not occur for any such Prospect by any such extended Closing
date,  this  Purchase  Agreement  (except  Section  10.06)  shall
terminate,  and the provisions of Section 11.02 of this  Purchase
Agreement  shall  apply, as to those Assets as to  which  Closing
does  not occur and the Payout amount shall be reduced by 25 Bcfe
for each Prospect(s) so eliminated.


                           ARTICLE XI
                           TERMINATION

     Section 11.01. Right of Termination.  This Purchase Agreement may
be terminated at any time at or prior to Closing:

          (a)  by mutual written consent of the Parties;
(b)  by McMoRan on the Closing Date if any of the conditions set
forth in Article XIII have not been satisfied in all material
respects by El Paso or waived by McMoRan in writing by the
Closing Date;
          (c)  by El Paso on the Closing Date if the conditions set forth
in Article IX have not been satisfied in all material respects by
McMoRan or waived by El Paso in writing by the Closing Date;
          (d)  by either Party if the Closing shall not have occurred on or
before the applicable date set forth in Section 10.01;
(e)  by either Party if any Governmental Authority shall have
issued an order, judgment or decree or taken any other action
challenging, restraining, enjoining, prohibiting or invalidating
the consummation of any of the transactions contemplated herein;
or
          (f)  as otherwise provided herein;

provided,  however,  that  no  Party  shall  have  the  right  to
terminate this Purchase Agreement pursuant to clause (b), (c)  or
(d) above if such Party is at such time in material breach of any
provision of this Purchase Agreement.

    Section 11.02. Effect of Termination.  In the event that Closing
does  not occur as a result of any Party exercising its right  to
terminate  pursuant  to  Section 11.01, this  Purchase  Agreement
shall be null and void and no Party shall have any further rights
or obligations under this Purchase Agreement, except that nothing
herein  shall relieve any Party from any liability for any breach
hereof  or  any liability that has accrued prior to the  date  of
such termination.

     Section 11.03. Attorney Fees, Etc.  If either Party to  this
Purchase  Agreement resorts to legal proceedings to enforce  this
Purchase  Agreement,  the prevailing Party  in  such  proceedings
shall  be  entitled to recover all costs incurred by  such  Party
including  reasonable attorney's fees, in addition to  any  other
relief to which such Party may be entitled.

                           ARTICLE XII
            ASSUMPTION, INDEMNIFICATION AND SURVIVAL

     Section 12.01. Retained Obligations.  Provided that the Closing
occurs,  McMoRan  hereby  agrees to retain  all  obligations  and
liabilities for any suit, or action against McMoRan pending by or
before  any  Governmental Authority, on or before  the  Effective
Date,  including without limitation those described  in  Schedule
5.06,  and  all  obligations,  liabilities,  costs  and  expenses
relating  to the Assets prior to the Effective Date, as  well  as
those obligations and liabilities specifically assumed by McMoRan
elsewhere   under  the  Purchase  Agreement  (collectively,   the
"Retained Obligations").

     Section 12.02. El Paso's Indemnification.  Provided that the
Closing occurs, El Paso shall release, defend, indemnify and hold
harmless  McMoRan  and  its  shareholders,  officers,  directors,
employees,  agents,  representatives,  Affiliates,  subsidiaries,
successors  and assigns (collectively, the "Seller  Indemnitees")
from  and  against  any  and  all  claims,  liabilities,  losses,
damages,  causes  of actions, penalties, judgments,  settlements,
costs  and  expenses  (including, without  limitation,  involving
theories  of  negligence or strict liability and including  court
costs and attorneys' fees) ("Losses") as a result of, arising out
of,  or  related  to  the breach of any of  the  representations,
warranties, covenants or agreements of El Paso contained in  this
Purchase  Agreement, REGARDLESS OF WHETHER CAUSED OR  CONTRIBUTED
TO  BY  THE JOINT OR CONCURRENT NEGLIGENCE (IN ANY DEGREE, ACTIVE
OR PASSIVE) OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES.

     Section 12.03. McMoRan's Indemnification.  Provided that the
Closing occurs, McMoRan shall release, defend, indemnify and hold
harmless  El  Paso  and  its shareholders,  officers,  directors,
employees,  agents,  representatives,  Affiliates,  subsidiaries,
successors  and assigns (collectively, the "El Paso Indemnitees")
from  and against any and all Losses as a result of, arising  out
of, or related to the following:
          (a)  the Retained Obligations,
          (b)  Environmental Defects (as hereinafter defined) relating to
any of the Assets prior to the Effective Date, and
          (c)  the breach of any of the representations, warranties,
covenants  or  agreements  of  McMoRan  contained  this  Purchase
Agreement.

IN  EACH CASE REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED  TO  BY
THE  JOINT  OR  CONCURRENT NEGLIGENCE (IN ANY DEGREE,  ACTIVE  OR
PASSIVE) OR STRICT LIABILITY OF ANY OF THE EL PASO INDEMNITEES.

     For  purposes  of  this Purchase Agreement:   (i)  the  term
"Environmental Defect" shall mean and be limited to, with respect
to  any  given  Asset:  (A) a material violation of Environmental
Laws  in  effect as of the Effective Date in the jurisdiction  in
which  such  Asset is located; provided, however, that  the  term
Environmental Defect shall not include violations related  solely
to  the presence or existence of encapsulated asbestos containing
materials  or  lead-based paints being used  for  their  intended
purpose   and  in  a  manner  consistent  with  typical  industry
operations;  (B)  any investigation, remediation,  or  monitoring
required  by  applicable Environmental Law in effect  as  of  the
Effective Date in the jurisdiction in which such asset is located
in  response to finding any Hazardous Materials in, on, under  or
migrating  from any such Asset, and (C) any final, non-appealable
legal  judgment issued by an applicable court of law with  proper
jurisdiction  over the Asset that is the subject  matter  of  the
dispute  and  pertaining specifically to a release  of  Hazardous
Materials  in, on, under or migrating from any such  Asset;  (ii)
the  term "Environmental Laws" shall mean all applicable federal,
state,  and  local  laws, statutes, ordinances, court  decisions,
rules,  regulations  or  orders  pertaining  to  health  or   the
environment  as may be interpreted by applicable court  decisions
or   administrative  orders;  and  (iii)  the   term   "Hazardous
Materials"  shall mean all hazardous substances or  solid  wastes
that   are   regulated  under  or  pursuant  to  any   applicable
Environmental Laws.

     Section  12.04. Indemnification Procedure.  All  claims  for
indemnification arising under this Agreement shall be governed by
the procedures set out on Exhibit "D" hereto.

     Section  12.05. Survival.  This Purchase Agreement  and  the
agreements and obligations of the Parties hereunder shall survive
the  Closing  and remain in effect and shall be enforceable  from
and  after the Closing Date, and shall not terminate or be merged
as a result of Closing.

     Section  12.06. Limitations on Liabilities.  Notwithstanding
anything  to the contrary this Purchase Agreement, the  liability
of  McMoRan  under  this  Purchase Agreement  and  any  documents
delivered in connection herewith or contemplated hereby shall  be
limited as follows:

     Section  12.07.  Exclusive  Remedy.   EACH  OF  THE  PARTIES
ACKNOWLEDGES AND AGREES THAT ITS SOLE AND EXCLUSIVE  REMEDY  WITH
RESPECT  TO (a) ANY AND ALL LOSSES, (b) ANY OTHER CLAIMS PURSUANT
TO  OR  IN  CONNECTION WITH THIS PURCHASE AGREEMENT, OR  (c)  ANY
OTHER CLAIMS RELATING TO THE ASSETS AND THE PURCHASE AND SALE  OF
SAME   BY  EL  PASO  AND  MCMORAN  SHALL  BE  LIMITED    TO   THE
INDEMNIFICATION PROVISIONS SET FORTH IN THIS PURCHASE AGREEMENT.

     Section 12.08. No Punitives.  Notwithstanding anything to the
contrary this Purchase Agreement, in no event shall either  Party
be  entitled  to receive any consequential, incidental,  special,
treble, exemplary or punitive damages unless such damages  are  a
part  of  a  third  party  claim for which  a  Party  is  seeking
indemnification  hereunder,  REGARDLESS  OF  WHETHER  CAUSED   OR
CONTRIBUTED  TO  BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE  (IN
ANY DEGREE) OR STRICT LIABILITY OF THE OTHER PARTY.

                          ARTICLE XIII
                       DISPUTE RESOLUTION

     Section  13.01. General.  Any and all claims, counterclaims,
demands,  causes  of  action, disputes,  controversies  or  other
matters  in question arising out of or relating to this  Purchase
Agreement, any provision hereof, the alleged breach of  any  such
provision, or in any way relating to the subject matter  of  this
Purchase Agreement or the relationship among the Parties  created
by   this  Purchase  Agreement,  involving  the  Parties,   their
Affiliates  and/or their respective representatives (referred  to
herein  as  a  "Dispute" or, collectively, as  "Disputes"),  even
though  some  or  all  of  such  Disputes  allegedly  are  extra-
contractual  in nature, whether such Disputes sound in  contract,
tort,  or otherwise, at law or in equity, under state or  federal
law,  whether provided by statute or the common law, for  damages
or  any other relief, shall be resolved solely in accordance with
Exhibit "E" to this Purchase Agreement.

                           ARTICLE XIV
                          MISCELLANEOUS

     Section 14.01. Taxes and Expenses.  Each Party shall be solely
responsible for all expenses and taxes, including but not limited
to  federal,  state  and  local income taxes  and  due  diligence
expenses, incurred by it in connection with this transaction, and
neither  Party  shall be entitled to any reimbursement  for  such
expenses from the other Party.

     Section 14.02. Entire Agreement.  This Purchase Agreement, and
the  Confidentiality  Agreement dated November  7,  2001  by  and
between the Parties, the documents to be executed hereunder,  and
the  Exhibits  attached hereto constitute  the  entire  agreement
between  the  Parties  hereto pertaining to  the  subject  matter
hereof   and  supersede  all  prior  agreements,  understandings,
negotiations  and discussions, whether oral or  written,  of  the
Parties  pertaining to the subject matter hereof.  No supplement,
amendment,  alteration, modification, waiver  or  termination  of
this  Purchase  Agreement  shall be binding  unless  executed  in
writing  by  the Parties hereto and specifically referencing  the
Purchase Agreement.

     Section 14.03. Waiver.  No waiver of any of the provisions of
this  Purchase  Agreement shall be deemed or shall  constitute  a
waiver  of  any other provisions hereof (whether or not similar),
nor  shall  such  waiver  constitute a continuing  waiver  unless
otherwise expressly provided.

     Section 14.04. Publicity.  During the period commencing on the
date  of  this Purchase Agreement and ending at such time  as  El
Paso has turned over operatorship of the wells referenced in  the
letter  attached hereto as Exhibit "C" to Texaco Exploration  and
Production,  Inc.,  McMoRan and El Paso shall consult  with  each
other  with regard to all publicity and other releases concerning
this  Purchase Agreement and the transactions contemplated hereby
and, except as required by applicable law or the applicable rules
or  regulations  of any Governmental Authority or by  obligations
pursuant  to  any  listing or other agreement with  any  national
securities exchange, neither Party shall issue any such publicity
or  other release without the prior written consent of the  other
Party  hereto, which consents shall not be unreasonably withheld.
Any press release required by law or by any such listing or other
agreement shall only be made after reasonable notice to the other
Party.  El Paso and McMoRan may attach this Purchase Agreement to
any necessary Governmental Authorities filing.

     Section  14.05. Construction.  The captions in this Purchase
Agreement are for convenience only and shall not be considered  a
part  of  or  affect  the construction or interpretation  of  any
provision  of  this Purchase Agreement.  The Parties  acknowledge
that  they  have  participated jointly  in  the  negotiation  and
drafting of this Purchase Agreement and as such the Parties agree
that  if  an  ambiguity or question of intent  or  interpretation
arises  hereunder, this Purchase Agreement shall not be construed
more  strictly against one Party than another on the  grounds  of
authorship.

     Section 14.06. No Third Party Beneficiaries.  Except as otherwise
provided  in  this Purchase Agreement, nothing in  this  Purchase
Agreement shall provide any benefit to any third party or entitle
any  thirty party to any claim, cause of action, remedy or  right
of  any  kind,  it  being  the intent of the  Parties  that  this
Purchase  Agreement shall otherwise not be construed as  a  third
party beneficiary contract.

     Section 14.07. Assignment.  No Party may assign or delegate any
of  its  rights or duties under this Purchase Agreement,  without
the  prior  written  consent of the  other  Party  and  any  such
assignment  made  without such consent shall be  void;  provided,
however,  that nothing in this Purchase Agreement shall limit  or
impede  El  Paso's right to sell, assign, encumber  or  otherwise
transfer or deal with any of the Assets after Closing so long  as
such  transaction is in conformity with Sections 14.18 and  14.25
of this Purchase Agreement.  Except as otherwise provided herein,
this  Purchase Agreement shall be binding upon and inure  to  the
benefit  of  the  Parties hereto and their  respective  permitted
successors, assigns and legal representatives.

     Section 14.08. Governing Law.  This Purchase Agreement, and all
of  the  other documents delivered pursuant hereto and the  legal
relations between the Parties shall be governed and construed  in
accordance  with  the  laws of the State  of  Louisiana,  without
giving  effect  to  principles of conflicts of  laws  that  would
result in the application of the laws of another jurisdiction.

     Section 14.09. Severability.  If any term or other provision of
this Purchase Agreement is invalid, illegal or incapable of being
enforced  by  any  rule  of  law  or  public  policy,  all  other
conditions  and  provisions  of  this  Purchase  Agreement  shall
nevertheless  remain  in full force and effect  and  the  Parties
shall  negotiate in good faith to modify this Purchase  Agreement
so  as to effect their original intent as closely as possible  in
an   acceptable   manner  to  the  end  that   the   transactions
contemplated hereby are fulfilled to the extent possible.

     Section 14.10. Time of the Essence.  Time is of the essence with
respect to all time periods and notice periods set forth in  this
Purchase Agreement.

     Section 14.11. Counterpart Execution.  This Purchase Agreement
may   be  executed  in  any  number  of  counterparts,  and  each
counterpart  hereof  shall be effective as  to  each  Party  that
executes the same whether or not all of such Parties execute  the
same counterpart.  If counterparts of this Purchase Agreement are
executed,  the signature pages from various counterparts  may  be
combined  into  one composite instrument for all  purposes.   All
counterparts   together  shall  constitute  only   one   Purchase
Agreement, but each counterpart shall be considered an original.

     Section 14.12. Mound Point SL 340 No. 2 Well.  McMoRan shall be
solely liable and indemnify and defend, El Paso, as set forth  in
this Purchase Agreement, from all drilling, completion, workover,
plugging and abandoning costs related to the McMoRan-Mound  Point
SL 340 No. 2 Well and any other wells drilled by McMoRan prior to
the   Effective  Date  and  shall  retain  such  wells  and  such
production  as  may be obtained therefrom and  interests  as  set
forth in Exhibit "B", and all rights, liabilities and obligations
thereto  and  will plug and abandon all such wells in  accordance
with  the applicable laws and regulations,  and perform all other
obligations,  express and implied relating  thereto,  defend  and
hold  harmless  El  Paso  for any cost,  suits  or  liability  in
connection therewith, as set forth in this Purchase Agreement.

     Section 14.13. Third Party Interests.  To the extent obligations
pertaining to the Properties which may exist now or in the future
relating to, without limitation, (i) Gerald J. Ford, (ii) Samedan
Oil  Corporation  and  (iii) Halliburton  Energy  Services,  Inc.
("Halliburton"),  affect the interests set out  on  Exhibit  "A",
McMoRan  agrees  to reserve said obligations and all  liabilities
related  thereto  and  will hold harmless, defend,  release,  and
indemnify  El Paso from and against any aspects thereof  pursuant
to  the  indemnification  procedures set  out  in  this  Purchase
Agreement, including any Losses in connection therewith, and  any
diminishment of the rights of El Paso in and to the Assets  as  a
result of any such matters not reflected on Exhibit "A".  McMoRan
further agrees to deliver the Assets, at Closing, free and  clear
of   all  claims,  preferential  rights  and  any  other  rights,
obligations, burdens or encumbrances in favor of the said  Gerald
J. Ford or Halliburton.

     Section 14.14. Maintenance of Leases.  At all times prior to
Payout,  El  Paso will give notice to McMoRan of  all  Leases  or
portions of Leases which it elects to allow to expire by  failure
to  drill a requisite well or pay rentals.  El Paso will  make  a
good  faith effort to give notice to McMoRan at least ninety (90)
days prior to the termination or expiration of any such Lease  or
portion of a Lease, but shall not incur any liability for failure
to  do  so.  El Paso will reassign to McMoRan any such Leases  or
portions of Leases for which McMoRan requests a reassignment.  El
Paso  will  reassign to McMoRan any such Leases  or  portions  of
Leases for which McMoRan requests a reassignment for such reason.
Additionally, El Paso acknowledges that McMoRan is entering  into
an  agreement with the State of Louisiana regarding  State  Lease
340 (the "State Agreement"), which is listed on Exhibit "A" under
LHP-11 and MP-10, and which provides for the maintenance of  that
portion  of  State  Lease 340 which has been  reassigned  to  the
successors  of  William  T.  Burton  and  subleased  to  McMoRan.
Subject  to  Section  5.17 hereof, El Paso agrees  to  work  with
McMoRan  in complying with the terms and conditions of the  State
Agreement,  and  will  allow  McMoRan  to  have  input   in   all
discussions with the State.

     Section 14.15. Access and Audit Rights.  Prior to Payout and for
one (1) calendar year thereafter, McMoRan shall have the right to
audit  El  Paso's  books and records relating to  the  operations
conducted  by  El Paso on the Prospects subject to the  terms  of
this Purchase Agreement and shall make such records available  to
McMoRan  at  reasonable times during its normal  business  hours,
upon reasonable prior notice.

     Section 14.16. Well Information/Quarterly Meetings. McMoRan will
be entitled to all information regarding operations on and the
drilling of wells on the Prospects to which a participating
working interest owner under the applicable Operating Agreement
would be entitled.  Additionally, El Paso will, if requested by
McMoRan, schedule quarterly meetings to review its development
plans for the Prospects and other matters related to the
Properties.

     Section 14.17. Insurance.  El Paso shall maintain and provide
McMoRan  evidence  that it is maintaining Workmen's  Compensation
Insurance  in accordance with laws of governmental bodies  having
jurisdiction  including, if applicable, United  States  Longshore
and Harbor Workers' Compensation Act with Outer Continental Shelf
Extension   and   Employers'  Liability  Insurance.    Employers'
Liability  Insurance shall provide coverage  of  $1  million  per
accident.   El  Paso  shall  also  maintain  Commercial   General
Liability Insurance with a combined single limit bodily injury or
death  of  not  less  than $1,000,000.00 per  occurrence,  Excess
Liability Insurance in Umbrella Form with limits of not less than
$10,000,000.00  per  occurrence,  all  risk  property   insurance
covering existing or to be constructed platforms, facilities, and
pipelines for full replacement cost and Control of Well Insurance
in  the  minimum  amount  of $10,000,000.00  (All  such  required
insurance   shall  be  endorsed  to  provide  for  a  Waiver   of
Subrogation  in favor of McMoRan).  In accordance  with  30  CFR,
Section  256.58,  El  Paso shall satisfy all  applicable  bonding
requirements, in accordance with CFR Parts 250 and  253  El  Paso
shall  furnish evidence of financial responsibility in the amount
currently specified by applicable regulations.  Such evidence  of
financial  responsibility may be in any form  permitted  by  such
regulations.   El  Paso's  insurance, as required  this  section,
shall apply to all operations of El Paso pursuant hereto.

    Section 14.18. Successor and Assigns.  This Purchase Agreement
shall  extend to and be binding upon and inure to the benefit  of
the   parties   and   their  respective  legal   representatives,
successors  and  assigns and shall constitute a covenant  running
with  the  Leases  and  the  interest covered  by  this  Purchase
Agreement.

    Section 14.19. Reports to Be Provided.  For each well, El Paso
will  forward  to McMoRan at the notice address set forth  below,
during  each  quarter from the date of initial  production  until
Payout the following:
          (a)  Production Reports.  A statement of the quantity of oil
and/or  gas  produced  from each well and  the  total  cumulative
production credited to Payout.
          (b)  Evidence of Royalty Payment: Copies of State and Mineral
Management Service royalty checks for each month's production.
          (c)  Regulatory Reports.  Copies of any and all reports required
by  the regulatory body or bodies having jurisdiction, including,
but not limited to the following:

     a) Oil and Gas Operators Report (OGOR)
     b) Sundry Notices (MMS 331)
     c) Well Completions (MMS 330)
     d) Quarterly Oil Well Test (MMS 1870)
     e) Semi-Annual Gas Well Test (MMS 1870)

     Section 14.20. Payout Statement.  On a quarterly basis, El Paso
shall  provide  McMoRan with a detailed statement  of  production
from  all  wells drilled hereunder which is attributable  to  the
interest conveyed by McMoRan to El Paso as well as the cumulative
status of the amount of production credited to Payout.

   Section   14.21.  Limitation  of  Warranty.    THE   EXPRESS
REPRESENTATIONS  OF MCMORAN CONTAINED IN THIS PURCHASE  AGREEMENT
ARE  EXCLUSIVE  AND  ARE IN LIEU OF ANY OTHER REPRESENTATIONS  OR
WARRANTIES.  MCMORAN EXPRESSLY DISCLAIMS AND NEGATES AND EL  PASO
HEREBY WAIVES, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE
QUALITY,  QUANTITY  OR  VOLUME OF RESERVES,  OIL,  GAS  OR  OTHER
HYDROCARBONS,   IF   ANY,  IN  OR  UNDER  THE   PROPERTIES;   THE
ENVIRONMENTAL CONDITION, EITHER SURFACE OR SUBSURFACE,  OR  OTHER
CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE
PROPERTIES OR ANY PART THEREOF (EXCEPT FOR A LIMITED WARRANTY  AS
TO  MCMORAN'S TITLE AS SET FORTH HEREIN).  MCMORAN DOES NOT  MAKE
OR   PROVIDE,  AND  EL  PASO  HEREBY  WAIVES,  ANY  WARRANTY   OR
REPRESENTATION,   EXPRESS  OR  IMPLIED,  AS   TO   THE   QUALITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY  TO
SAMPLES,  OR  CONDITION OF THE PROPERTIES OR  ANY  PART  THEREOF.
MCMORAN  DISCLAIMS  AND NEGATES, AND EL PASO HEREBY  WAIVES,  ALL
OTHER   REPRESENTATIONS  AND  WARRANTIES,  EXPRESS,  IMPLIED   OR
STATUTORY.

     Section 14.22. Further Assurances.  After Closing, McMoRan shall
execute,  acknowledge  and deliver to El Paso  all  such  further
conveyances,  notices, assumptions and releases  and  such  other
instruments,  and  shall take such further  actions,  as  may  be
deemed  necessary or appropriate by El Paso to assure  fully  the
acquisition  by  El  Paso and its successors or  assigns  of  the
Assets.

    Section 14.23. Notices.  All notices, consents, requests,
instructions, approvals and other communications provided for
herein shall be deemed to be validly given, made or served, if in
writing and delivered personally or sent by courier service,
telefax, or certified mail to the address listed below:

     El Paso:                          McMoRan Oil & Gas LLC:
     Offshore Land                     1615 Poydras Street
     Nine Greenway Plaza               New Orleans, LA70112
     Houston, TX  77046                Attention:  Glenn A. Kleinert
     Attention:  Vice President

     Section 14.24. Marketing and Production.  Prior to Payout, El
Paso  shall  have the right, but not the obligation, to  sell  or
otherwise dispose of all production from or attributable  to  the
Prospects.   Provided  any  such sales or  disposition  contracts
shall not apply to the interest of McMoRan after Payout.

     Section  14.25.  El Paso Assignment Rights.  Notwithstanding
anything  to  the  contrary in this Purchase Agreement,  El  Paso
shall  have the right at all times to sell, encumber, assign  all
of  its  rights  in  the Assets and/or this  Purchase  Agreement,
provided  it makes any such sale, transfer, encumbrance or  other
transaction  subject  to  McMoRan's rights  under  this  Purchase
Agreement.

     Section 14.26. Operations.  Prior to Closing, and subject to
Section  5.17  of  this  Purchase Agreement,  McMoRan  agrees  to
continue to develop, maintain and operate the Properties and  the
Prospects  in  a good and workmanlike manner and consistent  with
past practices, and shall advise and consult with El Paso on  all
matters  and decisions relating to the Assets.  McMoRan  will  be
reimbursed  upon  presentation  of  proper  invoices,  all  costs
relative  to  such  operations from the Effective  Date  of  this
Purchase  Agreement  including  but  not  limited  to  costs  for
permitting,   location   preparation,  oyster   assessments   and
settlements,  title opinions, unitization costs  and  engineering
studies  required to be conducted to maintain the properties  and
timely commence the Wells.

     Section 14.27. Conflict with Exhibit "C".  In the event of any
conflict or inconsistency between the terms and conditions of the
body  of this Purchase Agreement and the terms and conditions  of
any  of  the Agreements on Exhibit "C" hereof, including but  not
limited  to any of same relating to a Substitute Well, the  terms
and  conditions  of  the  body of this Purchase  Agreement  shall
govern the obligations of El Paso.

    Section 14.28. Force Majeure.  All of El Paso's agreements,
obligations and covenants in this Purchase Agreement, whether
express or implied, shall be suspended at the time or from time
to time as compliance with any thereof is prevented or hindered
by or is in conflict with Federal, State, Parish, or municipal
laws, rules, regulations or Executive Orders asserted as official
by or under public authority claiming jurisdiction, or any Act of
God, adverse field, weather, or market conditions, inability or
difficulty to obtain (or delays in obtaining) equipment, rigs or
facilities, or any permits, licenses or approvals, or
transportation of oil or gas (or delays in same), war, strikes,
lockouts, riots, or other conditions or circumstances not wholly
controlled by El Paso, whether similar or not to those listed,
and this Purchase Agreement shall not be terminated in whole or
in part, nor shall El Paso be held liable in damages for failure
to comply with any such obligations or covenants if compliance
therewith is prevented or hindered by, or is in conflict with,
any of the foregoing eventualities, and El Paso shall not be
considered to be in breach of this Agreement or otherwise liable
to McMoRan as a result thereof; provided, however, that El Paso
shall not be entitled to any of the benefits of this Section
14.28 unless and until El Paso shall, within ten (10) days of the
commencement of El Paso's knowledge of any event claimed
hereunder to allow suspension of El Paso's obligations under this
Purchase Agreement, provide written notice and full particulars
thereof to McMoRan.  El Paso shall also provide similar notice to
McMoRan when any such event shall cease.

    Section 14.29. Defined Terms of Exhibits and Schedules.  All
capitalized terms employed in all Exhibits and Schedules to this
Purchase Agreement shall be defined as set forth therein or in
the body of this Purchase Agreement if not so set forth.

    Section 14.30. Copies of Prospect Records.  McMoRan shall be
entitled  to  retain  copies of the Prospect  Records  after  the
Closing occurs.

    Section 14.31. Document Retention.  El Paso shall retain copies
of  the Prospect Records and all material records generated by it
in  connection  with its development of the hydrocarbons  in  and
under the Prospects for a period of seven (7) years for and after
the Closing. El Paso shall allow McMoRan reasonable access to the
Prospect  Records during normal business hours. In the  event  El
Paso  reassigns any portion of the Assets to McMoRan pursuant  to
the  terms  of this Purchase Agreement, El Paso shall return  the
applicable  Prospect Records to McMoRan within five (5)  business
days following such reassignment.


     IN  WITNESS  WHEREOF, McMoRan and El Paso have executed  and
delivered  Purchase  Agreement as of the  date  first  set  forth
above.

WITNESSES:               MCMORAN OIL & GAS LLC:
                         By:  /s/ Glenn A. Kleinert
                             -----------------------
                         Name:    Glenn A. Kleinert

                         Title:      President



                         EL PASO PRODUCTION COMPANY:

                         By:  /s/ Gregory W. Hudson
                             -----------------------
                         Name:    Gregory W. Hudson

                         Title:   Sr. Vice President