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                                                                  EXHIBIT 10.11

                         EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into as of the 1st day of December, 2004, by and between Regency Gas Services
LLC, a Delaware limited liability company (together with its successors and
assigns permitted hereunder, the "Company"), and Michael L. Williams (the
"Executive").

     WHEREAS, pursuant to that certain Purchase and Sale Agreement, dated as of
October 21, 2004 (as amended, the "Purchase Agreement"), by and among Regency
Acquisition LLC, a Delaware limited liability company ("Buyer"), Regency
Services, LLC, a Delaware limited liability company ("Parent"), the Company, the
members of Parent, and the partners of CB Offshore Equity Fund V - Holdings,
L.P., a Cayman Islands limited partnership, the Buyer will acquire, directly or
indirectly, all of the outstanding membership interests of the Company (the
"Acquisition");

     WHEREAS, upon consummation of the Acquisition, the Company will be a
wholly-owned subsidiary of Buyer and Buyer will be a wholly-owned subsidiary of
HMTF Regency, L.P., a Delaware limited partnership (the "Partnership");

     WHEREAS, upon the Acquisition, the Partnership will grant to Executive in
connection with Executive's employment with the Company that number of Class B
Units (the "Class B Units") representing rights to receive certain contingent
distributions from the Partnership, and subject to the terms and conditions, as
are described in Section 2(b)(viii); and

     WHEREAS, the Company and Executive desire to provide for Executive's
employment by the Company commencing upon the Acquisition on the terms and
conditions set forth herein.

     NOW, THEREFORE, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:

     1. EMPLOYMENT PERIOD. Subject to Section 3, the Company hereby agrees to
employ Executive, and Executive hereby agrees to be employed by the Company, in
accordance with the terms and provisions of this Agreement, for the period
commencing as of the date of Closing (as such term is defined in the Purchase
Agreement) of the Acquisition (the "Effective Date") and ending on the second
anniversary of the Effective Date (the "Employment Period"); provided, however,
that commencing on such second anniversary date of the Effective Date, and on
each anniversary of such date occurring thereafter, the Employment Period
automatically shall be extended for one additional year to the next anniversary
of the Effective Date unless at least 60 days prior to the ensuing expiration
date (but no more than 12 months prior to such expiration date), the Company or
Executive shall have given written notice to the other that it or he, as
applicable, does not wish to extend this Agreement (a "Non-Renewal Notice"). The
term "Employment Period," as utilized in this Agreement, shall refer to the
Employment Period as so automatically extended.
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     2. TERMS OF EMPLOYMENT.

          (a) Position and Duties.

               (i) During the Employment Period, Executive shall serve as the
Executive Vice President and Chief Operating Officer of the Company and, in so
doing, shall report to the Chief Executive Officer of the Company. Executive
shall have supervision and control over, and responsibility for, such management
and operational functions of the Company currently assigned to such positions,
and he shall have such other powers and duties (including holding officer
positions with the Company and one or more subsidiaries of the Company) as may
from time to time be prescribed by the Chief Executive Officer and/or the Board
of Directors or comparable managing body of the Company (the "Board") and agreed
to by Executive, so long as such powers and duties are reasonable and customary
for the Executive Vice President and Chief Operating Officer of an enterprise or
division comparable to the Company.

               (ii) During the Employment Period, Executive agrees to serve, if
elected to any such positions, as a member of the Board of Buyer and of each
subsidiary of Buyer, and as an officer of Buyer and each subsidiary of Buyer;
provided, however, that Executive is indemnified for serving in any and all such
capacities in a manner acceptable to the Company and Executive. Executive agrees
that he shall not be entitled to receive any compensation for serving as a
member of the Board or officer of any other person as provided in this Section
2(a)(ii) other than the compensation to be paid to Executive pursuant to this
Agreement or any other written agreement between the Company and Executive.

               (iii) During the Employment Period, and excluding any periods of
vacation and sick leave to which Executive is entitled, Executive agrees to
devote his full business time and attention to the business and affairs of the
Company and, to the extent necessary to discharge the responsibilities assigned
to Executive hereunder, to use Executive's reasonable best efforts to perform
faithfully, effectively and efficiently such responsibilities. During the term
of Executive's employment, it shall not be a violation of this Agreement for
Executive to (1) serve on corporate, civic or charitable boards or committees,
(2) deliver lectures or fulfill speaking engagements and (3) manage personal
investments, so long as such activities do not materially interfere with the
performance of Executive's responsibilities as an employee of the Company in
accordance with this Agreement.

               (iv) The parties expressly acknowledge that any performance of
Executive's responsibilities hereunder shall necessitate, and the Company shall
provide, access to and the disclosure of Confidential Information (as defined in
Section 6(a) below) to Executive and that Executive's responsibilities shall
include the development of Company's goodwill through Executive's contacts with
the Company's customers and suppliers. Such access to and disclosure of
Confidential Information by the Company to Executive, and such development of
goodwill by Executive on behalf of the Company, shall commence immediately upon
the start of the period specified in Section 4(e) of this Agreement.


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          (b) Compensation. During the term of Executive's employment:

               (i) Base Salary. Executive shall receive an annual base salary
(the "Annual Base Salary"), which shall be paid in accordance with the customary
payroll practices of the Company, of $210,000. The Annual Base Salary shall be
reviewed by the Board (or the compensation committee thereof) at least as often
as the compensation of other senior officers of the Company is reviewed, and may
be increased (but not decreased below the amount set forth in the first sentence
of this Section 2(b)(i)) at any time in the sole discretion of the Board (or the
compensation committee thereof). Any increase in Annual Base Salary shall not
serve to limit or reduce any other obligation to Executive under this Agreement.
The term "Annual Base Salary" as utilized in this Agreement shall refer to
Annual Base Salary as then in effect.

               (ii) Bonuses. Executive shall be eligible to receive an annual
performance bonus (a "Bonus") in accordance with a bonus plan to be established
by the Board no later than April 1, 2005 (the "Bonus Plan"). The Bonus Plan
shall have objective standards pursuant to which Executive may earn 85% of his
then annual base salary, with a payout scale of 85% to 125%. The Bonus shall be
payable on the first day of the first calendar month after the determination of
the extent to which the Company achieved such targets for the calendar year to
which the Bonus relates, but not later than the first day of the fourth month
following the completion of such fiscal year.

               (iii) Incentive, Savings and Retirement Plans. Executive shall be
entitled to participate in all incentive, savings and retirement plans,
practices, policies and programs applicable generally to other executives of the
Company (the "Investment Plans").

               (iv) Welfare Benefit Plans. Executive and/or Executive's family,
as the case may be, shall be eligible for participation in and shall receive all
benefits under welfare benefit plans, practices, policies and programs (the
"Welfare Plans") provided by the Company (including without limitation medical,
prescription, dental, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and programs) to the extent
applicable generally to other executives of the Company.

               (v) Expenses. Executive shall be entitled to receive prompt
reimbursement for all reasonable employment expenses incurred by Executive in
accordance with the policies, practices and procedures of the Company.

               (vi) Vacation and Holidays. Executive shall be entitled to four
weeks of paid vacation time each year in addition to those days designated as
paid holidays in accordance with the plans, policies, programs and practices of
the Company for its executive officers. Up to 50% of unused vacation time shall
carry over to the next year, but not to any succeeding year. Executive shall be
entitled to payment by the Company for accumulated vacation days not taken by
Executive as of the Date of Termination.

               (vii) Perquisites. Executive shall be entitled to receive (in
addition to the benefits described above) such perquisites and fringe benefits
appertaining to his position in accordance with any practice established by the
Board. Executive shall be furnished with all such facilities and services
suitable to his position and adequate for the performance of his duties.


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               (viii) Class B Units. As of the date of Closing of the
Acquisition, the Partnership will grant to Executive 2,000 Class B Units
pursuant to a form of Award Agreement attached hereto as Exhibit B. The Class B
Units will be subject to the applicable terms and conditions of the
Partnership's Amended and Restated Partnership Agreement (the "Partnership
Agreement") and Class B Unit Plan.

               (ix) Indemnification Agreement. On the Closing Date, the
Partnership and Executive shall enter into an indemnification agreement in the
form attached as Exhibit A hereto.

     3. TERMINATION OF EMPLOYMENT.

          (a) Death or Disability. Executive's employment shall terminate
automatically upon Executive's death during the Employment Period. If a
Disability occurs during the Employment Period, the Company may give to
Executive written notice in accordance with Section 12(b) of its intention to
terminate Executive's employment. In such event, Executive's employment with the
Company shall terminate effective on the 30th day after receipt of such notice
by Executive (the "Disability Effective Date"), provided that, within the 30
days after such receipt, Executive shall not have returned to full-time
performance of Executive's duties. For purposes of this Agreement, "Disability"
shall mean Executive's inability to perform his duties and obligations
hereunder, with or without reasonable accommodation, for a period of 180
consecutive days due to mental or physical incapacity as determined by a
physician selected by the Company or its insurers and acceptable to Executive or
Executive's legal representative (such agreement as to acceptability not to be
withheld unreasonably). Notwithstanding anything in this Agreement to the
contrary, in the event of any incapacity or Disability of Executive, the Company
may, for the period of such incapacity or Disability, assign Executive's duties
to any other employee of the Company or may engage or hire a third party to
perform such duties and any such action shall not be deemed "Good Reason" for
Executive to terminate this Agreement pursuant to Section 3(c) hereof.

          (b) Cause. The Company may terminate Executive's employment during the
Employment Period for Cause or, beginning on the 180th day after the Effective
Date, without Cause. For purposes of this Agreement, "Cause" shall mean (i) a
breach by Executive of Executive's obligations under Section 2(a) (other than as
a result of physical or mental incapacity or other Disability) which constitutes
a continued material nonperformance by Executive of his obligations and duties
thereunder, as reasonably determined by a Disinterested Majority (as hereinafter
defined in this Section 3(b)), and which is not remedied within 30 days after
receipt of the written notice from the Board provided for in the next sentence
specifying such breach; (ii) commission by Executive of an act of fraud upon, or
willful misconduct with respect to the Company, as reasonably determined by a
Disinterested Majority; (iii) a material or intentional breach by Executive of
Section 6 or a breach by Executive of Section 9 hereof; (iv) the conviction of
Executive of any felony (or a plea of nolo contendere thereto); (v) conduct
tending to bring the Company, the Partnership or any of their respective
subsidiaries or affiliates into substantial public disgrace or disrepute, or
(vi) the failure of Executive to carry out, or comply with, in any material
respect any directive of the Board consistent with the terms of this Agreement.
Notwithstanding the foregoing, no act or omission shall constitute "Cause" for
purposes of this Agreement unless the Board provides Executive (x) written
notice clearly and


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fully describing the particular acts or omissions which the Board reasonably
believes in good faith constitutes "Cause," (y) an opportunity, during the 30
days following his receipt of such notice, to meet in person with the Board to
explain or defend the alleged acts or omissions relied upon by the Board and, to
the extent practicable and curable, to cure such acts or omissions; and (z) a
copy of a resolution duly adopted by a Disinterested Majority finding that, in
the good faith opinion of the Disinterested Majority, Executive committed the
alleged acts or omissions and that they constitute grounds for Cause hereunder.
Executive shall have the right to contest a determination of Cause by the
Company by requesting arbitration in accordance with the terms of Section 12(h)
hereof (but such request shall not affect the Company's right to terminate
Executive's employment hereunder).

          For purposes of this Agreement, "without Cause" shall mean a
termination by the Company of Executive's employment during the Employment
Period for any reason other than a termination based upon Cause, death or
Disability, and "Disinterested Majority" shall mean a majority of the Board
after excluding Executive and any members of Executive's family if any of them
is then serving on the Board.

          (c) Good Reason. Executive's employment may be terminated during the
Employment Period by Executive for Good Reason or, beginning on the 180th day
after the Effective Date, without Good Reason; provided, however, that Executive
may not terminate his employment for Good Reason unless (i) Executive has given
the Company at least 30 days' prior written notice of his intent to terminate
his employment for Good Reason, which notice shall specify the facts and
circumstances constituting Good Reason, and (ii) the Company has not remedied
(or in the case of Section 3(c)(iv), caused the Partnership to remedy) such
facts and circumstances constituting Good Reason within such 30-day period. For
purposes of this Agreement, "Good Reason" shall mean:

               (i) the assignment to Executive of any duties inconsistent in any
material respect with Executive's position (including status, offices, titles
and reporting requirements), authority, duties or responsibilities as
contemplated by Section 2(a) or any other action by the Company which results in
a material diminution in such position, authority, duties or responsibilities,
including any such material diminution following a Change of Control (as defined
below), and excluding for this purpose (A) an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by Executive) and (B) any
diminution during any period of Executive's incapacity or Disability; provided,
however, that Good Reason may not be asserted by Executive under this clause (i)
of Section 3(c) after a Non-Renewal Notice has been given by either the Company
or Executive;

               (ii) any termination or material reduction of a material benefit
under any Investment Plan or Welfare Plan in which Executive participates unless
(1) there is substituted a comparable benefit that is economically substantially
equivalent to the terminated or reduced benefit prior to or upon such
termination or reduction or (2) benefits under such Investment Plan or Welfare
Plan are terminated or commensurately reduced with respect to all then existing
senior executives of the Company previously granted benefits thereunder;


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               (iii) any failure by the Company to comply with any of the
provisions of Section 2(b), other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly (but not more than 10 days) after receipt of notice thereof
given by Executive; or

               (iv) any failure by the Partnership to comply with and satisfy
Section 2(b)(viii).

     As used in this Agreement, "affiliate" means, with respect to a Person, any
other Person controlling, controlled by or under common control with the first
Person; the term "control," and correlative terms, means the power, whether by
contract, equity ownership or otherwise, to direct the policies or management of
a Person.

          (d) Termination in the Event of a Change of Control. Subject to
Section 4(c), Executive shall be entitled to terminate his employment hereunder
without Good Reason (and such termination shall not constitute a breach of this
Agreement by Executive) upon or at any time during the thirty (30) day period
following any Change of Control. For purposes of this Agreement, "Change of
Control" means such time as:

               (i) any "Person" or "group" within the meaning of Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than the
Partnership or members of the HMTF Group, shall become the beneficial owner, by
way of merger, consolidation, recapitalization, reorganization or otherwise, of
fifty percent (50%) or more of the voting power of the voting securities of HMTF
Regency, L.L.C., a Texas limited liability company ("General Partner"), the
Partnership, Buyer or the Company;

               (ii) the equity owners of the Company approve, in one or a series
of transactions, a plan of complete liquidation of the Company;

               (iii) the equity owners of the Partnership or Buyer approve, in
one or a series of transactions, a plan of complete liquidation of the
Partnership or Buyer (as the case may be);

               (iv) the sale or other disposition by the Company of all or
substantially all of its assets in one or more transactions; or

               (v) the sale or other disposition by the Partnership or Buyer of
all or substantially all of the assets of the Partnership or Buyer in one or
more transactions.

     For purposes of this Agreement, "HMTF Group" shall mean Hicks, Muse, Tate &
Furst Incorporated, a Texas corporation, Hicks, Muse, Tate & Furst Equity Fund
V, L.P., a Delaware limited partnership, the General Partner and their
respective affiliates, and their affiliates' respective officers, directors,
shareholders, members, managers, representatives of management committees and
employees (and members of their respective families and trusts for the primary
benefit of such family members).

          (e) Notice of Termination. Any termination by the Company for Cause or
without Cause, or by Executive for Good Reason or without Good Reason, shall be


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communicated by Notice of Termination to the other party hereto given in
accordance with Section 12(b). For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon and (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the provision so
indicated. The failure by Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of Executive or the Company hereunder
or preclude Executive or the Company from subsequently asserting such fact or
circumstance in enforcing Executive's or the Company's rights hereunder,
provided that Good Reason or Cause shall not exist until such time as proper
notice and opportunity to cure (if such opportunity is provided for herein and
the event giving rise to Good Reason or Cause is curable) is provided as set
forth herein.

          (f) Date of Termination. "Date of Termination" means (i) if
Executive's employment is terminated by his death, the date of his death; (ii)
if Executive's employment is terminated by a Disability, as specified in Section
3(a); (iii) if Executive's employment is terminated by the Company for Cause, or
by Executive for Good Reason, then the date specified in the Notice of
Termination (which date shall be a date between the date the Notice of
Termination is given and 30 days thereafter (inclusive), but shall not be before
the expiration of the 30 day period provided for in Section 3(b) or Section
3(c), as applicable); (iv) if Executive's employment terminates due to the
giving of a Non-Renewal Notice, the last day of the Employment Period; and (v)
if Executive's employment is terminated for any other reason, the date on which
the Notice of Termination is given, or if a later effective date of termination
is stated therein, the earlier of such stated effective date or 14 days from the
date of such Notice of Termination.

     4. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          (a) Good Reason; Other Than for Cause, Death or Disability. If, during
the Employment Period, (i) the Company is permitted under this Agreement to
terminate Executive's employment and the Company shall terminate Executive's
employment other than for Cause, death or Disability or (ii) Executive shall
terminate his employment for Good Reason:

               (i) The Company shall pay to Executive (1) in a lump sum in cash
within ten days after the Date of Termination Executive's Annual Base Salary
through the Date of Termination to the extent not theretofore paid (together
with any accrued interest or earnings thereon) (the "Accrued Obligations") and
(2) in consideration of Section 9, payable in twenty-four equal monthly payments
commencing 30 days after the Date of Termination, an amount (the "Severance
Amount") equal to two times the sum of (x) 100% of Executive's Annual Base
Salary as in effect on the Date of Termination and (y) the Bonus received by or
due to Executive with respect to the calendar year immediately preceding the
calendar year in which Executive's employment is terminated, or if no Bonus for
such calendar year is due to Executive, the Bonus that would otherwise become
due and payable to Executive with respect to the calendar year in which
Executive's employment is terminated, calculated as if 100% of the target Bonus
as established for such calendar year would otherwise have become payable.


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               (ii) The Company shall also pay to Executive, in the manner and
at times consistent with past practice, a lump sum or sums in cash equal to (1)
any then unpaid Bonus due and payable to Executive in accordance with Section
2(b)(ii) with respect to the calendar year preceding the calendar year in which
Executive's employment is terminated; (2) a pro rata portion (based on the
number of days Executive shall be employed hereunder during such calendar year)
of Executive's target Bonus for the calendar year in which Executive's
employment is terminated (calculated on the assumption that 100% (and no more)
of the target Bonus would have been earned for such year pursuant to Section
2(b)(ii)); and (3) any amount arising from Executive's participation in, or
benefits under, any Investment Plans ("Accrued Investments"), which amounts
shall be payable in accordance with the terms and conditions of such Investment
Plans.

               (iii) Except as otherwise provided in Section 4(c) and Section
4(d), Executive (and members of his family) shall be entitled to continue their
participation in the Company's Welfare Plans, to the extent and on the terms as
participating therein as of the Date of Termination, for a period of 12 months
from the Date of Termination. This period shall be credited against any period
for which Executive and/or members of his family are entitled to continuation
coverage under Section 4980B of the Internal Revenue Code of 1986, as amended,
and Sections 601-609 of the Employee Retirement Income Security Act of 1974, as
amended.

          (b) Death or Disability. If Executive's employment is terminated by
reason of Executive's death or Disability during the Employment Period, the
Company shall pay to his legal representatives the Accrued Obligations and the
Severance Amount in a lump sum in cash within ten days after the Date of
Termination. The Company shall also pay to Executive's legal representatives the
amounts specified (and on the terms set forth) in Section 4(a)(iii). In
addition, the members of Executive's family shall be entitled to continue their
participation in the Company's Welfare Plans, to the extent and on the terms as
participating therein as of the Date of Termination, for a period of 12 months
after the Date of Termination. The Company shall have no further payment
obligations to Executive or his legal representatives under this Agreement in
the event of the termination of his employment by reason of Executive's death or
Disability.

          (c) Cause; Other than for Good Reason. If, during the Employment
Period, the Company terminates Executive's employment for Cause or Executive
terminates his employment without Good Reason, the Company shall have no further
payment obligations to Executive other than for payment of Accrued Obligations,
Accrued Investments (which shall be payable in accordance with the terms and
conditions of the Investment Plans), and the continuance of benefits under the
Welfare Plans to the Date of Termination (or later to the extent required by
law).

          (d) Welfare Plans. If pursuant to the terms and provisions of the
Company's Welfare Plans Executive (or members of his family) are not eligible to
participate in the Company's Welfare Plans because Executive is no longer an
employee of the Company, then the Company may fulfill its obligations under
Section 4(a)(ii) or Section 4(b), as applicable, by either providing to
Executive (or his legal representatives), or reimbursing Executive (or his legal
representatives) for the costs of, benefits substantially similar to the
benefits provided by the


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Company to its senior management under its Welfare Plans as such may from time
to time exist after the Date of Termination.

          (e) Breach for Early Termination. During the first 180 days of the
Employment Period, it shall be a breach of this Agreement for the Company to
terminate Executive's employment without Cause or for Executive to terminate
Executive's employment without Good Reason. In the event of any purported
termination in violation of this Section 4(e), the non-terminating party shall
be entitled to all damages and other remedies available at law with respect to
such breach.

          (f) Release. Notwithstanding the foregoing, the Executive is entitled
to receive the payments under Section 4(a)(i)(2) and Section 4(a)(iii) this
Agreement only in exchange for his execution and non-revocation (and lapse of
time during which such revocation may occur) of a release in substantially the
same form as attached hereto as Exhibit C.

     5. FULL SETTLEMENT, MITIGATION. In no event shall Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to Executive under any of the provisions of this Agreement, and
such amounts shall not be reduced whether or not Executive obtains other
employment. Neither Executive nor the Company, except pursuant to Section 4(e)
hereof, shall be liable to the other party for any damages in addition to the
amounts payable under Section 4 arising out of the termination of Executive's
employment prior to the end of the Employment Period; provided, however, that
the Company shall be entitled to seek damages for any breach by Executive of
Sections 6, 7 or 9 or his criminal misconduct.

     6. CONFIDENTIAL INFORMATION.

          (a) Executive acknowledges that the Company and its affiliates have
trade, business and financial secrets and other confidential and proprietary
information, observations and data, including information concerning acquisition
opportunities in or reasonably related to the Company's and the Partnership's
business or industry of which Executive will become aware during the Employment
Period (collectively, the "Confidential Information"). As defined herein,
Confidential Information shall not include information that (i) is already in
Executive's possession as of the date of this Agreement (other than information
provided or made available to Executive in the course of the due diligence
associated with the Purchase Agreement and the Acquisition) and which
information is not known by Executive to be subject to another confidentiality
agreement with the Company or a subsidiary or affiliate of the Company, (ii) has
previously become available in the public domain for a period of at least 48
hours and which is not known by Executive to have become available in violation
of any confidentiality agreement or other duty of nondisclosure, (iii) is
required to be disclosed pursuant to any applicable state, federal or other
laws, including securities laws, or (iv) becomes available to Executive on a
non-confidential basis from a source other than the Company, so long as such
source is not known by Executive (after reasonable inquiry) to be subject to
another confidentiality agreement with the Company or a subsidiary or affiliate
of the Company.

          (b) Company shall, during the time that Executive is employed by the
Company, disclose or entrust to Executive, or provide Executive with access to,
or place


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executive in a position to create or develop trade secrets or confidential
information belonging to the Company or its customers or clients; place
Executive in a position to develop business good will belonging to the Company;
and disclose or entrust to Executive business opportunities to be developed for
Company or its customers or clients.

          (c) During the Employment Period and for a period of two years
following the Date of Termination, Executive agrees (i) to hold such
Confidential Information in confidence and (ii) not to release such information
to any Person (other than Company employees and other Persons to whom the
Company has authorized Executive to disclose such information and then only to
the extent (A) that such Company employees and other Persons authorized by the
Company have a need for such knowledge and (B) within the limits of any
authorization for disclosure).

          (d) Executive further agrees not to use any Confidential Information
for the benefit of any Person or entity other than the Company.

          (e) As used in this Section 6, "Company" shall include the Company and
any of its direct or indirect subsidiaries or affiliates, including Buyer and
the Partnership.

     7. SURRENDER OF MATERIALS UPON TERMINATION. Upon any termination of
Executive's employment, Executive shall immediately return to the Company all
copies, in whatever form, of any and all Confidential Information and other
properties of the Company and their affiliates which are in Executive's
possession, custody or control.

     8. SUCCESSORS.

          (a) This Agreement is personal to Executive and, without the prior
written consent of the Company, shall not be assignable by Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by Executive's legal representatives.

          (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

          (c) Subject to Section 8(d) and to Executive's right to terminate his
employment for Good Reason, the Company may assign its rights hereunder
(including the benefit of Executive's performance hereof) to any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company. The
Company shall require such successor to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform this Agreement (by express agreement or operation of law) as
if no such succession had taken place, and no such assignment shall constitute a
termination of Executive's employment hereunder or shall entitle Executive to
any payments, benefits or other rights under Section 4 hereunder as a result of
such assignment, without prejudice to any other rights or privileges of
Executive under this Agreement.

          (d) Notwithstanding anything herein to the contrary, if (i) there
shall be a sale or disposition of all or substantially all the assets of the
Company or a merger, consolidation or


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reorganization to which the Company is a party and is not a surviving
corporation and (ii) Executive is offered employment (at substantially the same
level of Executive's authority, responsibility, compensation and benefits with
the Company or with respect to the assets and/or businesses of the Company as
before such transaction and at a location within a reasonable geographic
proximity to the location at which Executive was employed hereunder as of the
time of such transaction) with the purchaser or corporation into which the
Company is merged or consolidated, as applicable, or any of such purchaser's or
corporation's affiliates, upon consummation of such sale or disposition, then
Executive shall not be entitled to the compensation as provided in Section 4(a)
upon Executive's termination of employment with the Company solely as a result
of such transaction and such transaction and resulting termination of employment
shall not constitute a termination of Executive's employment by the Company.

     9. NON-COMPETITION AND NON-SOLICITATION.

          (a) As part of the consideration for the compensation and benefits to
be paid to Executive hereunder and the covenants made by the Company in Sections
2(a)(iv) and 4(e), to protect the trade secrets and Confidential Information of
the Company and its customers and clients that have been and will be entrusted
to Executive immediately upon commencement of the Employment Period and
thereafter, the business goodwill of the Company and its subsidiaries and
affiliates that will be developed in and through Executive and/or the business
opportunities that will be disclosed or entrusted to Executive by the Company
and its subsidiaries and affiliates immediately upon commencement of the
Employment Period and thereafter, and as an additional incentive for the Company
to enter into this Agreement, Executive will not (other than for the benefit of
the Company pursuant to this Agreement), and will not permit any member of the
Restricted Party Group to, directly or indirectly, individually or as an
officer, director, employee, shareholder, consultant, contractor, partner, joint
venturer, agent, equity owner or in any capacity whatsoever (including without
limitation assisting any other member of the Restricted Party Group to):

          (i) during the Employment Period and for a period of one year
     following the Date of Termination (the "Non-Competition Period"), conduct,
     engage in, carry on or assist any other Person in conducting, engaging in
     or carrying on, individually or as a principal, owner, officer, director,
     employee, shareholder, contractor, partner, member, joint venturer, agent,
     equity owner or in any other capacity whatsoever, any (A) Competing
     Business or (B) Business Enterprise (as defined below) that is otherwise
     directly competitive with the Company and the affiliates of the Company
     directly or indirectly controlled by the Partnership (collectively with the
     Partnership, the "Controlled Affiliates") on or with respect to the Lands;

          (ii) during the Non-Competition Period, perform for any corporation,
     partnership, limited liability company, sole proprietorship, joint venture
     or other business association or entity (a "Business Enterprise") engaged
     in a Competing Business any duty that Executive performed for the Company
     or any of the Controlled Affiliates that involved Executive's access to, or
     knowledge or application of, Confidential Information;

          (iii) during the Employment Period and for a period of six months
     following the Date of Termination (the "Customer Non-Solicitation Period"),
     induce or attempt to


                                       11
<PAGE>
     induce any customer, supplier, licensee or other business relation of the
     Company or any of the Controlled Affiliates to cease doing business with
     the Company or any of the Controlled Affiliates or take any action with the
     intent of interfering with the relationship between any such customer,
     supplier, licensee or business relation and the Company or any of the
     Controlled Affiliates;

          (iv) during the Customer Non-Solicitation Period, induce or attempt to
     induce any customer, supplier, licensee or other business relation of the
     Company or any of the Controlled Affiliates with whom such member of the
     Restricted Party Group has had direct business contact in dealings during
     the Employment Term in the course of his employment with the business of
     the Company, to cease doing business with the Company or any of the
     Controlled Affiliates, or in any way interfere with the relationship
     between any such customer, supplier, licensee or business relation and the
     Company or any of the Controlled Affiliates;

          (v) during the Non-Competition Period, individually or as a principal,
     owner, officer, director, employee, shareholder, contractor, partner,
     member, joint venturer, agent, equity owner or in any other capacity
     whatsoever with or in any Business Enterprise, own, acquire, attempt to
     acquire or solicit the acquisition of (or assist any Person or Business
     Enterprise to own, acquire, attempt to acquire or solicit the acquisition
     of), any equity interest in any (A) Competing Business or (B) Business
     Enterprise that is otherwise directly competitive with the Controlled
     Affiliates on or with respect to the Lands;

          (vi) during the Non-Competition Period, hire, attempt to hire or
     contact or solicit with respect to hiring any Person who was an employee of
     the Company or any of its subsidiaries within one year after such Person
     ceased to be an employee of the Company or any subsidiary thereof;
     provided, however, that the foregoing clause shall not prohibit (A) any
     general advertisement or solicitation by Executive that is not directed
     towards any such employee or group of employees of the Company or any
     subsidiary thereof or (B) Executive from hiring any Person who responds to
     such general advertisement or solicitation, so long as such Person is not
     an employee of the Company or any subsidiary thereof at the time such
     Person responds to such general advertisement or solicitation; or

          (vii) during the Non-Competition Period, cause, influence, induce,
     encourage or attempt to persuade any Person employed by the Company or any
     subsidiary thereof as of the Date of Termination and/or during the
     immediately subsequent year to terminate his or her employment relationship
     with the Company or any subsidiary thereof.

          (b) Nothing in this Section 9 shall prohibit (A) Executive from
serving as a bona fide independent consultant (and not in any other capacity or
office) to any Business Enterprise engaged in a Competing Business, (B) any
investment by Executive or any other member of the Restricted Party Group in
securities of any class of the capital stock of a Business Enterprise involved
in or conducting a Competing Business, the securities of which are regularly
traded or quoted on a national securities exchange or an inter-dealer quotation
system, provided that the Restricted Party Group directly or indirectly
collectively owns no more than 2 percent


                                       12
<PAGE>
(2%) of such class of securities, or (C) any member of the Restricted Party
Group from owning any interest in any Business Enterprise involved in or
conducting a Competing Business if such interest is owned as of the date of this
Agreement and described on Exhibit D hereto, and, in the case of each of (B) and
(C), no member of the Restricted Party Group has the right, through the
ownership of an Equity Interest, voting securities or otherwise, to direct the
activities of the Competing Business of such Business Enterprise.

          (c) Executive acknowledges that each of the covenants of Sections
9(a)(i) through (vii) are in addition to, and shall not be construed as a
limitation upon, any other covenant provided in Section 9(a). Executive agrees
that the geographic boundaries, scope of prohibited activities, and time
duration of each of the covenants set forth in Sections 9(a)(i) through (vii)
are reasonable in nature and are no broader than are necessary to maintain the
confidentiality and the goodwill of the Company's proprietary and Confidential
Information, plans and services and to protect the other legitimate business
interests of the Company, including without limitation the goodwill developed by
Executive with the Company's customers, suppliers, licensees and business
partners. Executive further acknowledges that, during the Employment Period,
Executive's engagement hereunder shall necessitate, and the Company will
provide, access to or the disclosure of Confidential Information to Executive
and/or that Executive's responsibilities shall include the development of the
Company's goodwill through Executive's contacts with the Company's customers,
suppliers, licensees and business relations.

          (d) The parties hereto intend that the covenants contained in each of
Sections 9(a)(i) and (vii) be construed as a series of separate covenants, one
for each county or other defined province in each geographic area in which the
Company conducts its business. Except for geographic coverage, each such
separate covenant shall be deemed identical in terms to the applicable covenant
contained in Sections 9(a)(i) and (vii). Furthermore, each of the covenants in
Sections 9(a)(i) through (vii) hereof shall be deemed a separate and independent
covenant, each being enforceable irrespective of the enforceability (with or
without reformation) of the other covenants contained in Sections 9(a)(i)
through (vii) hereof.

          (e) Executive hereby agrees that payment of any amounts specified in
Section 4(a)(i)(2) is inseparably conditioned upon Executive's compliance with
this Section 9. In the event of Executive's breach of this Section 9, the
Company's obligation to pay all, or portions of, such amounts, depending on the
materiality of the breach, shall end. The parties expressly agree that any
determination to reduce or eliminate the Company's obligations to pay amounts
set forth in Section 4(a)(i)(2) is not a penalty, but rather represents a
calculation of some or all of the Company's damages, depending on the
materiality of Executive's breach of this Section 9, as determined in accordance
with Section 12(h).

          (f) For purposes of this Agreement:

               (i) "affiliate" means, with respect to any Person, each other
          Person that directly or indirectly (through one or more intermediaries
          or otherwise) controls, is controlled by or is under common control
          with such Person. The term "control" (including the terms "controlled
          by" and "under common control with") means the possession, directly or
          indirectly, of the actual power to direct or cause


                                       13
<PAGE>
          the direction of the management policies of a Person, whether through
          the ownership of stock, by contract, credit arrangement or otherwise.

               (ii) "Competing Business" means any activity that is directly or
          indirectly competitive with the business of the Company or any of the
          Controlled Affiliates as conducted during the Employment Period on or
          with respect to the Lands;

               (iii) "Lands" means (a) when used with respect to any action
          during the Employment Period, each and every county, parish or
          analogous geographic area in the United States in which the Company or
          any of the Controlled Affiliates is conducting business at the time of
          any action in question arising under this Section 9, and (b) when used
          with respect to any action after the Date of Termination, each and
          every county, parish or analogous geographic area in the United States
          in which the Company or any of the Controlled Affiliates (i) was
          conducting business and (ii) was contemplating conducting business
          (and in the case of (b)(ii), with respect to which Executive was
          involved in planning the Company's entry, or the entry of any of the
          Controlled Affiliates, into those geographic areas or jurisdictions),
          as of the Date of Termination;

               (iv) "Person" means an individual or a corporation, partnership,
          limited liability company, trust, joint venture, unincorporated
          organization, association or other entity; and

               (v) "Restricted Party Group" means Executive, together with (A)
          the Executive's immediate family members and (B) any Business
          Enterprise in which Executive and/or any of Executive's immediate
          family members collectively own or have the right to acquire an equity
          interest in excess of five percent (5%) or otherwise have any right,
          through the ownership of a voting interest or otherwise, to direct the
          activities of such Business Enterprise.

          (g) Notwithstanding anything in this Agreement to the contrary, if,
between the first and second anniversaries of the Date of Termination, Executive
shall be appointed to or become employed as an officer or director (or a
comparable office in a Business Entity that is not a corporation) of a Business
Entity engaged in a Competing Business, (i) he shall immediately provide written
notice to the Company of the same and (ii) from and after the earlier of (A) the
Company's receipt of such notice and (B) such appointment or employment, the
Company shall, without any further action by either party hereto, be thereafter
released from any further obligation with respect to, and shall have no further
obligation to pay, any then-unpaid portion of the balance of Executive's
Severance Amount.

     10. EFFECT OF AGREEMENT ON OTHER BENEFITS. The existence of this Agreement
shall not prohibit or restrict Executive's entitlement to full participation in
any executive compensation, employee benefit and other plans or programs in
which executives of the Company are eligible to participate.


                                       14
<PAGE>
     11. EFFECT OF TERMINATION OF THE PURCHASE AGREEMENT. In the event of the
termination of the Purchase Agreement pursuant to the terms of the Purchase
Agreement, this Agreement shall forthwith become void ab initio and have no
effect, without any liability on the part of any party hereto or its affiliates,
directors, officers, managers, members, partners or shareholders.

     12. MISCELLANEOUS.

          (a) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas without reference to
principles of conflict of laws.

          (b) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, or by mail
(registered or certified mail, postage prepaid, return receipt requested) or by
any nationally recognized courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:

     If to Executive:   Michael L. Williams
                        144 Cibolo Ridge Trail
                        Boerne, Texas 78015

     If to the Company: Regency Gas Services LLC
                        c/o Hicks, Muse, Tate and Furst Incorporated
                        200 Crescent Court
                        Suite 1600
                        Dallas, TX 75201
                        Attn: Jason Downie

     With a copy to:    Vinson & Elkins L.L.P.
                        3700 Trammell Crow Center
                        2001 Ross Avenue
                        Dallas, Texas 75201
                        Attention: Rodney L. Moore

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

          (c) Severability. In the event that any provision of this Agreement,
or the application thereof to any Person or circumstance, is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect
under present or future laws effective during the effective term of any such
provision, such invalid, illegal or unenforceable provision shall be fully
severable, this Agreement shall then be construed and enforced as if such
invalid, illegal, or unenforceable provision had not been contained in this
Agreement, and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu


                                       15
<PAGE>
of each such illegal, invalid, or unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and be legal,
valid and enforceable. Notwithstanding the above, in the event any such
invalidity, illegality or unenforceability of any portion of Section 9(a) hereof
is caused by such provision being held to be excessively broad as to time,
duration, geographical scope, activity or subject in any jurisdiction, then such
provision shall, at the option of the Company, remain a part of this Agreement
and shall be reformed and construed within such jurisdiction by limiting and
reducing it so as to be enforceable to the extent compatible with then
applicable law.

          (d) Withholding. The Company may withhold from any amounts payable
under this Agreement such federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

          (e) Amendment; Waiver. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives. Executive's or the Company's
failure to insist upon strict compliance with any provision of this Agreement,
or the failure to assert any right Executive or the Company may have hereunder,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.

          (f) Integration. The provisions of this Agreement and the Partnership
Agreement (the provisions of which are in addition to this Agreement and which
remain in full force and effect) constitute the complete understanding and
agreement between the parties with respect to the subject matter hereof and
Executive acknowledges that the Company has no obligations with respect to any
retention bonuses, stay bonuses or severance payments that Executive may be
entitled to as a result of the Acquisition or the consummation of the
transactions contemplated by the Purchase Agreement.

          (g) Counterparts. This Agreement may be executed in two or more
counterparts.

          (h) Arbitration. The Company and Executive agree to the resolution by
binding arbitration of all claims, demands, causes of action, disputes,
controversies or other matters in question ("claims") arising out of this
Agreement or Executive's employment (or its termination), whether sounding in
contract, tort or otherwise and whether provided by statute or common law, that
the Company may have against Executive or that Executive may have against the
Company or its parents, subsidiaries and affiliates, and each of the foregoing
entities' respective officers, directors, employees or agents in their capacity
as such or otherwise; except that this agreement to arbitrate shall not limit
the Company's right to seek equitable relief, including injunctive relief and
specific performance, as provided in Section 12(i). Claims covered by this
agreement to arbitrate also include claims by Executive for breach of this
Agreement, wrongful termination, discrimination (based on age, race, sex,
disability, national origin, religion or any other factor) and retaliation. In
the event of any breach of this Agreement by the Company or Executive, it is
expressly agreed that notwithstanding any other provision of this Agreement,
neither party shall be entitled to an award of special or consequential damages.
The Company and Executive agree that any arbitration shall be in accordance with
the Federal


                                       16
<PAGE>
Arbitration Act ("FAA") and, to the extent an issue is not addressed by the FAA,
with the then-current National Rules for the Resolution of Employment Disputes
of the American Arbitration Association ("AAA") or such other rules of the AAA
as applicable to the claims being arbitrated. If a party refuses to honor its
obligations under this agreement to arbitrate, the other party may compel
arbitration in either federal or state court. The arbitrator shall apply the
substantive law of the State of Texas (excluding Texas choice-of-law principles
that might call for the application of some other state's law), or federal law,
or both as applicable to the claims asserted. The arbitrator shall have
exclusive authority to resolve any dispute relating to the interpretation,
applicability, enforceability or formation of this agreement to arbitrate,
including any claim that all or part of this Agreement is void or voidable and
any claim that an issue is not subject to arbitration. The parties agree that
the exclusive venue for arbitration will be in Dallas County, Texas, and that
any arbitration commenced in any other venue will be transferred to Dallas
County, Texas, upon the written request of any party to this Agreement. In the
event that an arbitration is actually conducted pursuant to this Section 12(h),
if permitted by law, the party in whose favor the arbitrator renders the award
may, in the discretion of the arbitrator, also be awarded all costs and expenses
actually incurred, including reasonable attorneys' fees, expert witness fees,
and costs. Any and all of the arbitrator's orders, decisions and awards may be
enforceable in, and judgment upon any award rendered by the arbitrator may be
confirmed and entered by, any federal or state court having jurisdiction. All
proceedings conducted pursuant to this agreement to arbitrate, including any
order, decision or award of the arbitrator, shall be kept confidential by all
parties except to the extent such disclosure is required by law, or in a
proceeding to enforce the rights hereunder. THE PARTIES ACKNOWLEDGE THAT, BY
SIGNING THIS AGREEMENT, THEY ARE WAIVING ANY RIGHT THAT THEY MAY HAVE TO A JURY
TRIAL OR A COURT TRIAL OF ANY EMPLOYMENT-RELATED CLAIM.

          (i) Specific Enforcement. Notwithstanding Section 9(f), Executive
acknowledges that the covenants of Executive contained in Sections 6 and 9(a) of
this Agreement are special and unique, that a breach by Executive of any term or
provision of either of Sections 6 or 9(a) hereof may cause irreparable injury to
the Company, the Partnership, and/or other affiliates of the Company, and that
remedies at law for the breach of any terms or provisions of Sections 6 or 9(a)
hereof may be inadequate. Accordingly, notwithstanding the provisions of Section
12(h), in addition to any other remedies it may have in the event of breach, the
Company shall be entitled to enforce specific performance of the terms and
provisions of Sections 6 or 9(a) hereof, to obtain temporary and permanent
injunctive relief to prevent the continued breach of such terms and provisions
without the necessity of posting a bond or of proving actual damage, and to
obtain attorneys' fees in respect of the foregoing if the Company prevails in
such action or proceeding. For purposes of this Section 12(i) and Sections 6 and
9(a) hereof, the Partnership and each other affiliate of the Company shall be
deemed a third party beneficiary entitled to the benefits of such Sections and
shall be entitled to enforce Sections 6 and 9(a) of this Agreement in accordance
with this Section 12(i).

          (j) Survival. Sections 4, 5, 6, 7, 8, 9 and 12 of this Agreement shall
survive the termination of Executive's employment.

          (k) Termination. This Agreement shall automatically terminate on the
termination of the Purchase Agreement prior to the consummation of the
Acquisition and may


                                       17
<PAGE>
not be amended prior to the consummation of the Acquisition without the consent
of the Partnership, which shall be deemed to be a third party beneficiary of
this Agreement. Prior to the consummation of the Acquisition, the Partnership,
on behalf of the Company, shall be entitled to terminate this Agreement without
obligation on the part of the Company in the event of Executive's death or if
Executive becomes unable to perform his duties and obligations hereunder due to
physical or mental incapacity as determined by a physician selected by
Partnership, on behalf of the Company, or by the Company's insurers and such
physician reasonably believes such incapacity will continue for a period of 180
days following the commencement thereof.

          (l) Interpretation. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. Whenever the terms
"hereof", "hereby", "herein", or words of similar import are used in this
Agreement they shall be construed as referring to this Agreement in its entirety
rather than to a particular section or provision, unless the context
specifically indicates to the contrary. Any reference to a particular "Section"
or "paragraph" shall be construed as referring to the indicated section or
paragraph of this Agreement unless the context indicates to the contrary. The
use of the term "including" herein shall be construed as meaning "including
without limitation."

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       18
<PAGE>
     IN WITNESS WHEREOF, Executive has hereunto set Executive's hand and,
pursuant to the authorization from the Board, the Company has caused this
Agreement to be executed in its name on its behalf, all as of the day and year
first above written.

                                        EXECUTIVE

                                        /s/ Michael L. Williams
                                        ----------------------------------------
                                        Michael L. Williams


                                        REGENCY GAS SERVICES LLC

                                        /s/ James W. Hunt
                                        ----------------------------------------
                                        By: James W. Hunt
                                        Title: President and Chief Executive
                                               Officer


                                       S-1
<PAGE>
                                    EXHIBIT A

                        FORM OF INDEMNIFICATION AGREEMENT


                                       A-1
<PAGE>
                                    EXHIBIT B

                             FORM OF AWARD AGREEMENT


                                       B-1
<PAGE>
                                    EXHIBIT C

                                 FORM OF RELEASE

                                (attached hereto)


                                        C
<PAGE>
                              AGREEMENT AND RELEASE

     This Agreement and Release (the "Release") is entered into between Michael
L. Williams ("Executive") and Regency Gas Services LLC, a Delaware limited
liability company (the "Company"), pursuant to Section 4 of the Executive
Employment Agreement dated _________, 2004 (the "Employment Agreement"), between
Executive and the Company.

     1. Definitions.

          (a) "Released Parties" means the Company and its past, present and
     future parents, subsidiaries, divisions, successors, predecessors, employee
     benefit plans and affiliated or related companies, and also each of the
     foregoing entities' past, present and future owners, officers, directors,
     stockholders, investors, partners, managers, principals, members,
     committees, administrators, sponsors, executors, trustees, fiduciaries,
     employees, agents, assigns, representatives and attorneys, in their
     personal and representative capacities. Each of the Released Parties is an
     intended third-party beneficiary of this Release.

          (b) "Claims" means all theories of recovery of whatever nature,
     whether known or unknown, and now recognized by the law or equity of any
     jurisdiction. This term includes, but is not limited to, causes of action,
     charges, indebtedness, losses, claims, liabilities, and demands, whether
     arising in equity or under the common law or under any contract or statute.
     This term includes, but is not limited to, any claims of discrimination,
     harassment, retaliation, retaliatory discharge, or wrongful discharge, and
     any other claim which is alleged or which could be alleged by Executive, or
     on Executive's behalf, in any lawsuit or other proceeding. This term
     includes, but is not limited to, any claims and rights arising under the
     Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et
     seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e,
     et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C.
     Section 1001, et seq.; the Americans with Disabilities Act, 42 U.S.C.
     Section 12101, et seq.; the Family and Medical Leave Act, 29 U.S.C. Section
     2601, et seq.; and any other federal, state or local law or regulation
     regarding employment or the termination of employment. This term also
     includes, but is not limited to, any and all rights, benefits or claims
     Executive may have under any employment contract or under any severance,
     bonus, stock option or incentive compensation plan, program or agreement.

     2. Consideration. The Company has agreed to pay Executive the consideration
set forth in Section 4(a)(i)(2) and Section 4(a)(iii) of the Employment
Agreement. The Company will begin to make such payments to Executive, subject to
the terms of the Employment Agreement, only to the extent that, up to seven
business days of the date Executive signs this Release, Executive does not
revoke this Release. Executive acknowledges that the payment that the Company
will make to Executive under the terms of the Employment Agreement is in
addition to anything else of value to which Executive is entitled and that the
Company is not otherwise obligated to make this payment to Executive.


                                       C-1
<PAGE>
     3. Release of Claims.

          (a) Executive, on behalf of himself and his heirs, executors,
     administrators, legal representatives, successors, beneficiaries, and
     assigns, unconditionally releases and forever discharges the Released
     Parties from, and waives, any and all Claims that Executive has or may have
     against any of the Released Parties arising from Executives' employment
     with the Company or any subsidiary of the Company, the termination thereof,
     and any other acts or omissions occurring on or before the date Executive
     signs this Release.

          (b) The release set forth in Paragraph 3(a) includes, but is not
     limited to, any and all Claims under (i) the common law (tort, contract or
     other) of any jurisdiction; (ii) the Rehabilitation Act of 1973, the Age
     Discrimination in Employment Act, the Americans with Disabilities Act,
     Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866,
     and any other federal, state and local statutes, ordinances, executive
     orders and regulations prohibiting discrimination or retaliation upon the
     basis of age, race, sex, national original, religion, disability, or other
     unlawful factor; (iii) the National Labor Relations Act; (iv) the Employee
     Retirement Income Security Act; (v) the Family and Medical Leave Act; (vi)
     the Fair Labor Standards Act; (vii) the Equal Pay Act; and (viii) any other
     federal, state or local law.

          (c) Executive further understands and expressly agrees that the
     release in Section 3(a) includes the waiver of any Claims and rights
     Executive may have against any of the Released Parties under the Age
     Discrimination in Employment Act, the Older Workers Benefit Protection Act,
     or under any other law prohibiting age discrimination, arising prior to and
     including the date of Executive's execution of this Release.

          (d) In furtherance of this Release, Executive promises not to bring
     any Claims against any of the Released Parties in or before any court or
     arbitral authority.

          (e) This Release will not act as release of any Claims against the
     Company with respect to any additional amounts to which Executive is
     entitled under Section 4 of the Employment Agreement.

     4. Acknowledgment. Executive acknowledges that, by entering into this
Release, the Company does not admit to any wrongdoing in connection with
Executive's employment or termination, and that this Release is intended as a
compromise of any Claims Executive has or may have against the Released Parties
as of the date Executive signs this Release. Executive further acknowledges that
Executive has carefully read this Release and understands its final and binding
effect, has had at least 21 days to consider it, has had (and will continue to
have) the opportunity to seek the advice of legal counsel of Executive's
choosing through the 7 day period following its execution, and is entering this
Release voluntarily.

     5. Applicable Law. This Release shall be construed and interpreted pursuant
to the laws of Texas without regard to any choice of law provisions thereof.

     6. Severability. Each part, term, or provision of this Release is severable
from the others. In the event that any provision of this Release, or the
application thereof to any


                                       C-2
<PAGE>
circumstance, is held by a court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect under present or future laws effective
during the effective term of any such provision, such invalid, illegal or
unenforceable provision shall be fully severable; and this Release shall then be
construed and enforced as if such invalid, illegal or unenforceable provision
had not been contained in this Release; and the remaining provisions of this
Release shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Release. Furthermore, in lieu of each such illegal, invalid, or unenforceable
provision, there shall be added automatically as part of this Release, a
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

     7. Timing. Executive acknowledges (a) Executive has 21 days to consider
this Release before executing it, although Executive may execute this Release
before the 21 days expires, but not before the termination of Executive's
employment, (b) Executive may revoke this Release during the period ending 7
days after Executive executes it, (c) such revocation must be in writing and
received by the Company's ________________________ no later than the 7th day
after Executive signs this Release, (d) this Release will not become effective
or enforceable, and that portion of the consideration set forth in Section 2 of
this Release will not begin to be paid, until the expiration of this 7-day
period without Executive's revocation, and Executive returns this Release to the
Company's _____________________, and (e) Executive's acceptance of any of that
portion of the consideration set forth in Section 2 of this Release after
expiration of the 7-day period shall constitute Executive's acknowledgment that
Executive did not revoke this Release during the 7-day period.

     8. Advice to Consult Counsel. The Company hereby advises Executive to
consult with an attorney prior to executing this Release.


                                       C-3
<PAGE>
                                        REGENCY GAS SERVICES


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        EXECUTIVE


                                        ----------------------------------------
                                        Michael L. Williams


                                       C-4
<PAGE>
                                    EXHIBIT D

                              BUSINESS ENTERPRISES


                                       D-1