October 1, 1999

                     NATURAL GAS PURCHASE AND SALE AGREEMENT

     Duke Energy Trading and Marketing,  L.L.C.,  a Delaware  limited  liability
company,   ("DETM"  or  "Buyer")  and  Seagull   Energy  E&P  Inc.,  a  Delaware
corporation,  SGO  Petroleum  Inc.,  an  Oklahoma  corporation,  Global  Natural
Resources  Corporation of Nevada, a Nevada  corporation,  Ocean Energy,  Inc., a
Louisiana corporation,  and Ocean Energy Resources, Inc., a Delaware corporation
and any permitted successor(s) and assign(s) (collectively "Ocean" or "Seller"),
referred to  collectively as the "Parties" and  individually  as "Party",  enter
into this Natural Gas Purchase and Sale Agreement (this  "Agreement")  effective
as of the 1st day of October, 1999 (the "Effective Date").


                                    ARTICLE I

                                 Term and Scope

         This  Agreement  shall be in effect from the Effective Date through the
later of September  30, 2000 or until  terminated by either Party on thirty (30)
days prior written notice,  subject however to the earlier termination  pursuant
to other specific provisions of this Agreement.

                                   ARTICLE II

                   Quantity Obligations and Notice Procedures

         The Parties  recognize  that the natural gas market is  volatile;  and,
therefore,  it is mutually desirable to arrange transactions  verbally and to be
bound by such oral agreements  confirmed later in writing.  The Parties agree to
the following  procedures for confirmations of and changes to the quantities and
points of  equivalent  value of  Ocean's  Gas to be  delivered  to the  Delivery
Point(s) by Ocean.  Any oral  confirmation  of or change to the  quantities  and
points of  equivalent  value of Ocean's Gas made by Ocean shall be binding until
superseded  by an  effective  confirmation  or  change  notice.  Either  Party's
telephones may be monitored by recording  equipment to record such confirmations
and changes in  quantities  and points of  equivalent  value of Ocean's Gas. The
Parties hereby consent to such recordings and any such recordings shall serve as
the best evidence of any oral agreement.

         Ocean shall sell and deliver and DETM shall,  as the  exclusive  buyer,
purchase and receive  Ocean's owned and controlled gas volumes  ("Ocean's  Gas")
from  properties  specified in Appendix  "A". Each month during the term of this
Agreement,  Ocean shall  provide to DETM on or before 12:00 p.m.  central  clock
time five (5) Business Days prior to the first day of the next succeeding  month
a confirmation  notice, in the form of Exhibit "A" which shows the daily volumes
of  Ocean's  Gas to be sold and  delivered  by  Ocean  and to be  purchased  and
received  by DETM at the  Delivery  Point(s)  during the next  succeeding  month
("Ocean's Baseload Gas"). Any changes to the quantities of Ocean's Gas that will
be delivered by Ocean to the  Delivery  Point(s)  will be made by Ocean at least
one (1) Business Day prior to the day on which the change is effective  and will
be confirmed in writing in the form of change notice which is attached hereto as
Exhibit "B.  "Business  Day" shall mean any day on which the member banks of the
Federal Reserve System in New York City, New York are open for business.

         Each party shall use reasonable  means to identify as far in advance as
possible any  scheduled  maintenance  of  facilities  producing,  delivering  or
receiving  Ocean's Gas to the Delivery  Point(s)  hereunder and shall notify the
other Party as soon as reasonably  practicable  of such  scheduled  maintenance.
Should a Party not so notify the other Party of scheduled  maintenance then such
scheduled maintenance will not be an event of Force Majeure hereunder.

                                   ARTICLE III

                                 Delivery Point

         The  delivery  points  for  Ocean's  Gas to be  delivered  by Ocean and
received by DETM  hereunder  shall be those  points  specified  on Appendix  "A"
("Delivery Point(s)").

                                   ARTICLE IV

                                 Purchase Price

         Except as provided in Article X, the purchase price for all Ocean's Gas
delivered to the Delivery Point(s) during a month shall be the index price(s) as
specified in Appendix "A" ("Index  Price")  less any actual  transportation  and
fuel  charges  actually  paid  by DETM to  move  Ocean's  Gas to the  applicable
Delivery Point, plus or minus the applicable adjustment as specified in Appendix
"A". If a  publication  referenced  in Appendix  "A" ceases to exist or does not
post an index  price  representative  of a Delivery  Point(s),  then the Parties
shall mutually agree to an  alternative  publication  and posting which reflects
the market value of Ocean's Gas at such Delivery  Point(s).  If the Parties fail
to agree on an alternative  publication  and posting for a Delivery Point within
ten (10)  Business  Days of a notice by a Party to the other Party that an Index
Price fails to exist then the new  publication and posting will be determined by
the one arbitrator procedure of Article XI.

                                    ARTICLE V

                                  Force Majeure

         Except with respect to payment  obligations,  in the event either Party
is  rendered  unable,  wholly  or in part,  by Force  Majeure  to carry  out its
obligations hereunder, it is agreed that upon such Party's giving notice of such
Force Majeure to the other Party as soon as reasonably possible (to be confirmed
in writing via facsimile or email with particulars of the event or occurrence as
soon as reasonably possible), the obligations of the Parties, to the extent they
are affected by such event, shall be suspended from the inception and during the
continuance  of the Force Majeure for a period of thirty (30)  consecutive  days
after which time the Party not giving the notice of Force  Majeure may declare a
breach of this  Agreement and terminate  this  Agreement with respect to Ocean's
Gas which was the subject of the notice of Force  Majeure  upon thirty (30) days
written notice to the Party which has given notice of Force Majeure.

         "Force  Majeure"  means an event,  not  anticipated as of the Effective
Date which is not within the  reasonable  control of a Party,  or in the case of
third party obligations or facilities,  the third party, claiming Force Majeure,
and which by the exercise of due diligence such Party, or third party, is unable
to overcome.  Force Majeure shall not include:  (i) the loss of Buyer's markets;
(ii)  Buyer's  inability  economically  to use or resell  Ocean's Gas  purchased
hereunder  or (iii)  Seller's  ability to sell Ocean's Gas to a market at a more
advantageous  price.  "Force  Majeure"  shall  include but not be limited to the
following:  (i)  physical  events  such as acts of God,  landslides,  lightning,
earthquakes,  fires,  storms or storm warnings which result in evacuation of the
affected area, floods, washouts,  explosions,  breakage or accident or necessity
of repairs to machinery or equipment or lines of pipe (other than  maintenance),
weather  related  events  such as  hurricanes  or  freezing or failure of wells,
equipment  or  lines  of pipe;  (ii)  acts of  others  such as  strikes,  riots,
sabotage,  insurrections or wars; (iii)  governmental  actions such as necessity
for compliance  with any court order,  law,  statute,  ordinance,  or regulation
promulgated by a governmental authority having jurisdiction;  and (iv) any other
causes, whether of the kind herein enumerated or otherwise not reasonably within
the control of the affected Party to prevent or overcome. Seller and Buyer shall
make  reasonable  efforts to avoid  Force  Majeure  and to resolve  the event or
occurrence once it has occurred in order to resume  performance  with reasonable
dispatch.

         Neither  Party shall be entitled  to the benefit of the  provisions  of
Force Majeure under either or both of the  following  circumstances:  (i) to the
extent the failure to perform was caused by the sole or contributory  negligence
of the Party claiming  excuse;  or (ii) to the extent the failure to perform was
caused by the Party claiming excuse having failed to remedy the condition and to
resume  the  performance  of  such  covenants  or  obligations  with  reasonable
dispatch.

         Force  Majeure  shall not excuse the payment of  financial  obligations
hereunder.


                                   ARTICLE VI

                  Title, Risk of Loss, Indemnity and Imbalances

         Seller  warrants  that title to Ocean's  Gas is free from all liens and
adverse  claims and warrants its right to sell the same. As between the Parties,
Seller shall be deemed to be in exclusive  control and possession of Ocean's Gas
delivered  hereunder and  responsible for any damage or injury caused thereby or
loss  thereto  prior to the time the same shall have been  delivered to Buyer at
the Delivery  Point(s).  After  delivery of Ocean's Gas to Buyer at the Delivery
Point(s),  Buyer  shall be  deemed to be in  exclusive  control  and  possession
thereof and responsible for any injury or damage caused thereby or loss thereto.
Each  Party  assumes  all  liability  for and shall  indemnify,  defend and hold
harmless the other Party from any claims,  including  death or injury of persons
or damage to property  arising from any act or incident  occurring when title to
gas is vested in it. It is the  intent of the  Parties  that this  indemnity  be
without  regard  to  the  causes  thereof,   including  without  limitation  the
negligence of any indemnified  Party,  whether such negligence be sole, joint or
concurrent,  or active or passive;  provided,  neither  Party shall be liable in
respect  of any claim to the extent  same  resulted  from the gross  negligence,
willful  misconduct or bad faith of the indemnified  Party. Title to Ocean's Gas
delivered hereunder shall pass from Seller to Buyer at the Delivery Point(s).

         Notwithstanding  the other  provisions  of this  Article VI, as between
Seller and Buyer,  Seller  will be liable for all claims to the extent that such
arise from failure of Ocean's Gas  delivered by Seller to the Delivery  Point(s)
to meet the quality requirements of Article XIII.

         The Parties  shall use  reasonable  efforts to avoid  imposition by any
transporter of Ocean's Gas of an imbalance  charge,  expense or penalty relating
to Ocean's Gas. Imbalance charges,  expenses and penalties  (including,  but not
limited to, any cash-out  costs) imposed by any transporter of Ocean's Gas prior
to, at or after the Delivery Point(s) will be the  responsibility of and will be
paid by DETM  unless  such  imbalance  charge,  expense or penalty was caused by
Ocean's failure to properly  deliver,  confirm or change its quantity of Ocean's
Gas as  provided  for  hereunder  and such  failure  causes a Party to incur and
actually pay an imbalance  charge,  expense or penalty to a transporter or other
third party.


                                   ARTICLE VII

                                      Taxes

         Seller shall be responsible for and will pay all taxes,  transportation
charges and expenses and production  related costs  attributable  to Ocean's Gas
prior to its delivery to the Delivery Point(s). Seller shall reimburse Buyer for
any such taxes, transportation charges and expenses and production related costs
actually paid on behalf of Seller by Buyer.  Buyer shall be responsible  for and
will pay all taxes and  transportation  charges and expenses  related to Ocean's
Gas at or after the Delivery Point(s)  including,  but not limited to, all sales
or use, gross  receipts,  consumption and franchise  taxes.  Buyer shall provide
Seller with any applicable  certificate or other  documentation  of sales or use
tax exemption; and Buyer shall be liable for any sales or use tax and associated
interest or penalties  assessed  against Seller due to Buyer's failure to timely
provide or properly complete any such certificate or documentation.

                                  ARTICLE VIII

                            Financial Responsibility

         If a Party has  reasonable  grounds to suspect  that the other  Party's
ability to meet its payment obligations hereunder are materially impaired then a
Party may  require  upon  notice to the other  Party that such other  Party make
assurance of the other Party's ability to pay which may include (i) the required
posting  of a  letter  of  credit  acceptable  to the  Party  requiring  further
assurances  and  the  issuing  bank;  (ii)  cash  prepayments;  (iii)  corporate
guarantee or (iv) other acceptable security.

         In the event a Party  shall not make  adequate  assurances  as provided
above within five (5) Business Days of receipt of the notice requiring same then
in addition to any and all other  remedies  available  hereunder  or pursuant to
law,  the other  Party  shall have the right upon prior  notice to such Party to
withhold or suspend deliveries or receipts of Ocean's Gas hereunder or terminate
the Agreement upon thirty (30) days notice to such Party.

                                   ARTICLE IX

                               Billing and Payment

         Billing and payment will be based on actual  quantities  of Ocean's Gas
delivered to the Delivery Point(s). Properly confirmed and changed quantities of
Ocean's Baseload Gas shall be used if such actual  quantities are unavailable to
make  payment  by the 25th of the month  following  the month of  deliveries  of
Ocean's  Gas.  Within ten (10) days of the  request of either  Party,  the other
Party shall provide, to the extent it has a legal right of access thereto and/or
such statement which is then available,  a copy of the applicable  transporter's
allocation or imbalance statement requested by the Party.

         Buyer  shall pay  Seller the full  amount  due in U.S.  Dollars by wire
transfer,  Automated  Clearinghouse  (ACH),  electronic  funds transfer or other
similarly  expeditious  means, as provided below, on or before the  twenty-fifth
(25th) day of the month  immediately  following the delivery  month or the first
Business Day thereafter. On the day of such payment Buyer will forward to Seller
a statement  showing  the  quantity of Ocean's  Gas  delivered  to the  Delivery
Point(s),  the price paid for Ocean's Gas at each  Delivery  Point and the total
amount paid to Seller.  In the event Buyer fails to pay the full amount  payable
by it when due,  interest on the unpaid  portion  shall accrue from the date due
until the date of payment at a rate equal to the lower of (i) the then effective
prime rate of interest for large U.S. Money Center commercial  banks,  published
under "Money Rates" by The Wall Street Journal,  plus two percent (2%) per annum
from the date due  until the date of  payment,  or (ii) the  maximum  applicable
lawful interest rate.

         Each of the  Parties,  at its own expense,  shall have the right,  upon
reasonable  notice and at reasonable  times during regular  business  hours,  to
examine  the  books and  records  of the other  Party to the  extent  reasonably
necessary to verify the accuracy of any statement,  payment,  demand, charge, or
computation  made under this Agreement.  Any such audit and any claim based upon
errors in any  statement  must be made  within two (2) years of the date of such
statement.  Neither Party shall have the right to perform more than two (2) such
audits per calendar year. Such right to audit shall be available for the term of
this Agreement and for two (2) years after its termination.

         In the event an error is  discovered  in the  amount  in any  statement
rendered hereunder such error shall be rectified by payment within ten (10) days
after notice of the error from the discovering  Party to the other Party. In the
event a dispute  arises  as to the  amount  payable  in any  statement  rendered
hereunder,  the disputing  Party shall provide written notice to the other Party
indicating the disputed  amount and the reason for such dispute.  In the event a
difference for volumes of Ocean's Gas delivered  cannot be  reconciled,  payment
shall  be  based  upon  the  delivery   volumes   specified  by  the  delivering
transporter(s)  to the  Delivery  Point(s).  For a period  of  ninety  (90) days
following  the date of a  statement  hereunder  no interest  shall  accrue or be
payable  by a Party on  amounts  paid by Buyer  which are in  dispute  hereunder
because of the  reconciliation  in  differences  of  volumes  of Ocean's  Gas. A
payment  hereunder  shall  not be deemed to be a waiver of the right by Buyer to
recoup any  overpayment,  nor shall  acceptance of any payment be deemed to be a
waiver by Seller of any underpayment except as otherwise provided herein.

Payment:          Duke Energy Trading and Marketing, L.L.C.

By Wire Transfer: Chase Manhattan Bank New York

                  For the Acct of: Duke Energy Trading and Marketing, L.L.C.
                  Account No. 910-2-771269
                  ABA No. 021000021

Payment:           Duke Energy Trading and Marketing, L.L.C.

By Check:          P.O. Box 201204
                   Houston, TX 77216-1204

Payment:           Ocean Energy Inc.

By Wire Transfer:  Chase Bank of Texas

                   Houston, Texas
                   Account No. 00101766047

                   ABA No. 113000609

                                    ARTICLE X

                                     Damages

         For a breach of this  Agreement for which an express  remedy or measure
of damages is herein  provided,  such express remedy or measure of damages shall
be the sole and exclusive  remedy  hereunder,  the obligor's  liability shall be
limited  as set forth  herein  and all other  remedies  or  damages at law or in
equity  for any such  breach are  waived.  If no remedy or measure of damages is
expressly  herein  provided  for a  breach  of  this  Agreement,  the  obligor's
liability  shall be limited to actual damages only, such actual damages shall be
the sole and  exclusive  remedy  hereunder  for any such  breach  and all  other
remedies or damages at law or in equity thereof are waived.

         For a  breach  of this  Agreement  involving  the  failure  of Buyer to
purchase and receive Ocean's  Baseload Gas from Seller at the Delivery  Point(s)
("Buyer's  failure")  the following  liquidated  damages will be the sole remedy
Seller will have for such breach. For Buyer's failure,  Seller shall be entitled
to receive  liquidated  damages equal to an amount calculated by multiplying the
quantity of Ocean's  Baseload Gas  (expressed  in MMBtu) that was required to be
purchased and received by Buyer from Seller at the Delivery Point(s) pursuant to
the terms and conditions of this Agreement which was not actually  purchased and
received by Buyer from Seller at the Delivery  Point(s)  ("DETM's  Default Gas")
times an amount per MMBtu equal to the positive  difference between the price to
be paid by Buyer to  Seller  hereunder  for  DETM's  Default  Gas and the  price
received  by Seller for  selling  and  delivering  DETM's  Default  Gas to other
parties at the Delivery Point(s).

         For breach by Seller in failing  to  deliver to the  Delivery  Point(s)
Ocean's Baseload Gas, the following  liquidated  damages will be the sole remedy
for such breach.

         Instead of the  purchase  price for Ocean's Gas provided for in Article
IV above,  the purchase  price for all volumes of Ocean's Gas delivered on a day
to Delivery  Point(s)  which share a common Index Price in excess of one hundred
five percent (105%) of Ocean's  Baseload Gas at such Delivery  Point(s) shall be
the  "Daily  Midpoint"  price  published  in Gas  Daily  for  such  day  for the
applicable  Delivery Point(s) where greater than one hundred five percent (105%)
of Ocean's  Baseload Gas is delivered by Ocean ("Daily Midpoint Price") less any
actual  transportation  and fuel charges paid by DETM to move Ocean's Gas to the
applicable Gas Daily Point ("Adjusted Daily Midpoint Price").. If the downstream
transporter(s)  does not provide or is unable to make  available  accurate daily
data for  Ocean's  Gas then the  purchase  price  for such  excess  Ocean's  Gas
delivered  to a Delivery  Point  shall be the simple  arithmetic  average of the
Daily  Midpoint  Price for all of the days in the  month  (the  "Averaged  Daily
Midpoint Price") less any actual transportation and fuel charges paid by DETM to
move Ocean's Gas to the applicable Gas Daily Point.

         In the event that Ocean  fails to deliver to  Delivery  Point(s)  which
share a common Index Price a quantity of Ocean's Gas at such  Delivery  Point(s)
that is at  least  ninety-five  percent  (95%)  of  Ocean's  Baseload  Gas,  the
following  adjustments  will be made in a monthly  statement and in the purchase
price to be paid by Buyer as appropriate for Ocean's Gas delivered to a Delivery
Point(s)  which was less  ninety-five  percent (95%) of Ocean's  Baseload Gas at
such Delivery Point(s) ("Undelivered Baseload"):

                  (i) If the  Daily  Midpoint  Price  on the day of  Undelivered
         Baseload  is less than the Index  Price,  the  purchase  price  will be
         increased by an amount equal to the difference  between the Index Price
         and the Daily Midpoint Price (or the Averaged Daily Midpoint  Price, as
         appropriate,  multiplied by the difference between  ninety-five percent
         (95%) of Ocean's  Baseload  Gas and the actual  delivered  quantity  of
         Ocean's Gas for the applicable day(s).

                  (ii)  If  the  Daily   Midpoint   Price  on  the  day  of  the
         Underdelivered  Baseload is greater than the Index Price,  the purchase
         price will be decreased by an amount  equal to the  difference  between
         the Daily  Midpoint Price (or the Averaged  Daily  Midpoint  price,  as
         appropriate) and the Index price  multiplied by the difference  between
         ninety-five  percent  (95%)  of  Ocean's  Baseload  Gas and the  actual
         delivered quantity of Ocean's Gas for the applicable day(s).

         Both Parties shall use  commercially  reasonable  efforts to notify the
other Party of any  deficiencies  in the receipt or delivery of Ocean's Gas. The
Parties  recognize  that each  Party  may have  access  to  certain  information
necessary  to  confirm   deliveries   and  receipts  of  Ocean's  Gas  hereunder
("confirming  information") and agree to share such confirming  information on a
commercially  reasonable basis. Therefore, a Party shall not be considered to be
in default of its obligation to deliver or receive  Ocean's Gas hereunder  until
it has received the confirming information.  A Party shall have until the end of
the Business Day following  the day it received the  confirming  information  to
eliminate the  deficiencies in deliveries or receipts of Ocean's Gas. If Ocean's
Gas is delivered and received at a Delivery  Point(s) where there is an operator
balancing  agreement or similar  agreement in place,  then no default  hereunder
shall be deemed to have  occurred so long as DETM pays Ocean for all Ocean's Gas
delivered pursuant to this Agreement at such Delivery Point(s).  For purposes of
this paragraph,  a DETM default shall not be deemed to have occurred unless, and
then  only to the  extent  that,  Ocean's  Gas is  curtailed  and  not  actually
delivered to the Delivery Point(s).

         UNLESS  EXPRESSLY  OTHERWISE  HEREIN  PROVIDED,  NEITHER PARTY SHALL BE
LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY,
INDIRECT OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING BUT NOT LIMITED TO LOSS
OF USE, LOST PROFITS (PAST AND FUTURE), OR OTHER BUSINESS  INTERRUPTION DAMAGES,
IRRESPECTIVE  OF WHETHER SUCH DAMAGES (OR CLAIMS OR ACTIONS  THEREFOR) ARE BASED
UPPON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE

         Notwithstanding  any other  provision  in this  Agreement,  in no event
shall a Party be liable to the other Party for any penalties or charges assessed
by a transporter to a Party for the unauthorized delivery of Ocean's Gas.

                                   ARTICLE XI

                                   Arbitration

         In the event the Parties  are unable to resolve  any dispute  regarding
this Agreement and such dispute involves less than U.S. $5,000,000, both Parties
agree to resolve such dispute through the arbitration provisions of this Article
XI.

         Within twenty (20) Business Days of either  Party's  written  notice to
the other  Party to  arbitrate  a dispute  which  arises  under  this  Agreement
involving less than U.S. $500,000,  the Parties shall agree on one arbitrator to
decide any such dispute. As to disputes involving between U.S. $500,000 and U.S.
$5,000,000,  each Party shall choose one arbitrator  within twenty (20) Business
Days of either  Party's  written  notice to the other  Party to  arbitrate,  and
within ten (10)  Business  Days after both such  arbitrators  are  chosen,  such
arbitrators   shall  choose  a  third   arbitrator  thus  completing  the  whole
arbitration panel. In the event of a dispute as to whether the applicable amount
in dispute is less than U.S. $500,000,  or if the Parties are unable to agree to
a single  arbitrator,  the arbitration panel shall consist of three arbitrators.
Any  arbitrator  chosen  shall be a  disinterested  party with  knowledge of the
industry.

         The arbitrator(s),  once chosen, shall consider any documents, tapes or
any other evidence which the arbitrator(s)  deem necessary and shall then accept
sealed  written  resolutions  of  the  subject  dispute  from  each  Party  on a
confidential  basis  to  be  submitted  within  twenty  (20)  Business  Days  of
establishment of the arbitration  panel. The written  submissions  shall be in a
form and subject to any  limitations as may be prescribed by the  arbitrator(s).
The  arbitrator(s)  shall then choose one of the  proposed  solutions,  (without
modification)  as the fairest  solution to the dispute  within ten (10) Business
Days of receipt of the written  submissions  of both Parties.  In the event of a
three member  arbitration  panel, a majority vote shall govern.  The decision of
the arbitrators shall be final and nonappealable.

         Any  expenses  of the  arbitrator(s)  shall be shared and paid  equally
between the Parties.  Each Party shall bear and pay its own expenses incurred by
each in connection with the arbitration, unless otherwise included in a solution
chosen by the  arbitration  panel.  In the event  either Party must file a court
action to enforce an  arbitration  award under this  Article XI, the  prevailing
Party shall be entitled to recover its court costs and reasonable attorney fees.

         This  Article  XI  shall  not  apply  to any  disputes  involving  U.S.
$5,000,000 or more, and each Party retains its  respective  rights to pursue all
legal and equitable remedies regarding any such disputes. The Parties,  however,
may consent to resolve such disputes by the provisions of this Article XI.


                                   ARTICLE XII

                                     Quality

                  Seller   represents  that  all  Ocean's  Gas  shall  meet  the
effective  tariff  or  published   quality   specifications   of  the  receiving
transporter  at the applicable  Delivery  Point(s) or in the case of Ocean's Gas
Processed in a Processing plant downstream of the Delivery  Point(s) the quality
specifications  of the receiving  transporter at the tailgate of such Processing
plant.  Buyer shall have the right not to purchase and receive  Ocean's Gas that
does not meet such  quality  specifications.  Unless  otherwise  agreed  nothing
herein,  including an event of Force  Majeure,  shall  require or permit  either
Party to  schedule  Ocean's  Gas at a point  other than a  Delivery  Point or in
excess of Ocean's nominated quantity of Ocean's Gas on such day. If either Party
receives an  operational  flow order from a  transporter  requiring  action (the
"OFO"),  such Party  shall  immediately  notify  the other  Party of the OFO and
provide a copy of same by  facsimile.  Each  Party  shall  take all OFO  actions
required by it and shall  indemnify,  defend and hold  harmless  the other Party
from any claims related to the OFO under which the indemnifying  Party failed to
take the action required thereby.

                                  ARTICLE XIII

                            Pressure and Measurement

         DETM will receive Ocean's Gas at the Delivery  Point(s) at the pressure
prevailing from time to time in the facilities  delivering  Ocean's Gas thereto.
Measurement of Ocean's Gas quantities  hereunder shall be in accordance with the
effective tariff or published procedures of the receiving  transporter(s) at the
Delivery Point(s).

                                   ARTICLE XIV

                                   Processing

         Seller  reserves the ongoing  right,  at its sole cost and expense,  to
Process  at a  Processing  plant  all  Ocean's  Gas  hereunder  upstream  and/or
downstream of the Delivery  Point(s),  provided that  Processing does not render
such gas  incapable  of meeting the quality  specification  set forth in Article
XII. Seller shall reimburse Buyer for all transportation  costs actually paid by
Buyer  to  transport  Ocean's  PTR and  PVR  from  the  Delivery  Point(s)  to a
Processing plant for Processing.

         "Processing" or "Process"  shall mean to separate  and/or  extract,  by
whatever   method,   from  gas   liquid   and   liquefiable   hydrocarbons   and
non-hydrocarbons,  including any commercially  valuable  constituents other than
methane  that are  entrained in the gas  (together  with such methane as must be
removed to effect the recovery of the components being extracted).

         Buyer shall be  responsible  for and  obligated  to obtain and maintain
during the term of this Agreement transportation agreements to transport Ocean's
PTR and PVR  from the  Delivery  Point(s)  to  Processing  plant(s)  as shown on
Appendix  "A".   Seller  shall  reimburse  Buyer  for  all  costs  incurred  for
transportation of PTR/PVR.

         "PTR" shall mean the Btu equivalent of products  extracted from Ocean's
Gas by a  Processing  plant,  plus the gas used as plant fuel in the  Processing
plant to Process such gas and to extract those  products,  plant flare and other
plant losses in the Processing  plant. When expressed as a volume (in Mcf rather
than in Btu) PTR shall mean "PVR".

                                   ARTICLE XV

                          EQUAL EMPLOYMENT OPPORTUNITY

         The Equal Employment  Opportunity Clause required under Executive Order
No. 11246,  the affirmative  action  commitment for veterans set forth in 41 CFR
60-250.4, the affirmative action clause for handicapped workers set forth in CFR
650-741.4, and the related regulations of the Secretary of Labor, 41 CFR Chapter
60, are  incorporated  by reference  in this  Agreement,  with which  compliance
therewith is certified by each Party to the other Party.

                                   ARTICLE XVI

                                EVENTS OF DEFAULT

         Event of Default.  Notwithstanding anything herein to the contrary, the
occurrence  of any of the following  events will  constitute an event of default
under this Agreement (an "Event of Default") with respect to a Party:

(a) a failure  to pay when due under  this  Agreement  and such  failure  is not
remedied  on or before the fifth  Business  Day after  receipt of notice of such
failure;

(b) a failure to comply with or perform any  obligation,  other than  failure to
deliver or receive Ocean's Gas for which a liquidated remedy is provided herein,
and such  failure is not remedied  within five  Business  Days after  receipt of
notice of such failure;

(c) a general assignment or arrangement for the benefit of creditors;

(d) a filing of a  petition  or  otherwise  commencing  a  proceeding  under any
bankruptcy,  insolvency,  reorganization  or  similar  law,  or having  any such
petition filed or commenced against it;

(e) becoming  insolvent,  however evidenced,  or unable to pay its debts as they
fall due;

(f)  having a  liquidator,  administrator,  receiver,  trustee,  conservator  or
similar official appointed with respect to it or any substantial  portion of its
property or assets;

(g)  challenging  its own legal  authority or capacity to enter into natural gas
purchase and sale agreements with other third parties;

(h) is a Defaulting Party under any ISDA Agreement executed between the Parties;

(i) is in breach of a  representation  and warranty of this  Agreement  and such
breach is not remedied on or before the fifth  Business  Day after  receipt of a
notice of such breach.

         Upon the  occurrence of an Event of Default,  the Party not affected by
the event,  (hereinafter  referred to as the  "Non-Defaulting  Party")  shall be
entitled to exercise the remedies as hereinafter set forth in this Article XVI.

         After an occurrence of an Event of Default,  the  Non-Defaulting  Party
shall have the right to terminate  this  Agreement  upon five (5) Business  Days
prior written notice to the other Party ("Early Termination Date").

                                  ARTICLE XVII

                                     Notices

         All notices,  invoices,  payments,  statements and communications  made
pursuant to this Agreement shall be in writing and made as follows:

BUYER:                                         SELLER:
-----                                          ------

Duke Energy Trading and                   Ocean Energy, Inc.
Marketing, L.L.C.                         1001 Fannin, Suite 1600
10777 Westheimer, Suite 650               Houston, Texas 77002
Houston, Texas 77042


Attention: Contract Administration        Attention:  Marketing Contract
                                                      Administration


Telephone:        713-260-1800            Telephone:  713-265-6368
Facsimile:        713-260-1825            Facsimile:  713-265-8823


         All  notices  required  pursuant  to  this  Agreement  may be  sent  by
facsimile or mutually  acceptable  electronic  means,  a  nationally  recognized
overnight  courier  service,  first class mail,  certified  mail-return  receipt
requested, or hand delivered.

         Notice shall be given when received on a Business Day by the addressee.
In the absence of proof of the actual receipt date,  the following  presumptions
will apply. Notices sent by facsimile shall be deemed to have been received upon
the  sending  Party's  receipt  of  its  facsimile  machine's   confirmation  of
successful transmission, if the day on which such facsimile is received is not a
business day or is after five p.m. (at the receiving  Party's place of business)
on a business day, then such facsimile  shall be deemed to have been received on
the next  following  business day.  Notice by overnight mail or courier shall be
deemed to have been  received on the next business day after it was sent or such
earlier time as is confirmed by the receiving Party.  First class mail is deemed
delivered three (3) days after mailing.

                                  ARTICLE XVIII

                         Assignment and Confidentiality

         This  Agreement  shall be binding  upon and inure to the benefit of the
successors and assigns of the Parties  hereto,  and the  covenants,  conditions,
rights and  obligations  of this  Agreement  shall run for the full term of this
Agreement. No assignment of this Agreement, in whole or in part, will be made by
a Party except that a Party may make an assignment of this  Agreement,  in whole
or in part,  to a wholly owned  affiliate or to any other party with the consent
of the  non-assigning  Party which  consent will not be  unreasonably  withheld.
Notwithstanding  any of the  other  provisions  of  this  Article  XVIII  to the
contrary,  if Seller sells any property specified on Appendix "A" then effective
at the end of the day on the last day of the month following the closing date of
the sale of any such property by Seller this Agreement will terminate as to such
property  except for the  provisions  hereof which survive  termination  of this
Agreement in accordance with such provisions.


         The terms and conditions of this Agreement  including,  but not limited
to, the price,  the quantity,  the term, the identified  transporter(s)  and all
other material terms hereof shall be kept  confidential  by the Parties  hereto,
except to the extent that any information must be disclosed to a third party for
the purpose of transporting Ocean's Gas subject to this Agreement, to respond to
an audit request or to comply with any order,  rule,  regulation or directive of
any court,  legislative  body or governmental  entity having  jurisdiction or to
obtain any  financing.  As a condition of  conducting  an audit  pursuant to the
terms of this Agreement,  the auditing Party acknowledges that the documents and
records provided may contain proprietary or competitively sensitive information,
which the auditing Party shall treat as confidential  and not use in competition
with the audited Party.

                                   ARTICLE XIX

                                Forward Contract


         The  Parties  agree this  Agreement  is a forward  contract  within the
meaning  of and for the  purposes  of the  United  States  Bankruptcy  Code,  as
amended.  Further, each Party represents to the other Party that it is a forward
contract  merchant  as such  term is  defined  in and  for the  purposes  of the
Bankruptcy Code, as amended. Ocean recognizes DETM is not an end user of Ocean's
Gas.


                                   ARTICLE XX

                                     Set Off


         Both Parties hereto  acknowledge and agree that upon the designation or
deemed  designation  of an Early  Termination  Date  under  this  Agreement  the
Non-Defaulting Party may set off (i) all amounts, that are due to the Defaulting
Party hereunder, plus any cash or other form of collateral then available to the
Non-Defaulting  Party pursuant to any collateral  agreement with the other Party
plus any or all  other  amounts  due to the  Defaulting  Party  under  any other
forward  contract with the other Party  (including,  but not limited to, amounts
owed, but not yet paid, for commodities  previously delivered in accordance with
the forward  contracts)  and, to the extent it is  permitted by law, any amounts
due to the Defaulting Party pursuant to the ISDA Agreement (and the Exhibits and
Annexes  thereto)  entered  into between the Parties  ("ISDA")  plus any cash or
other form of collateral  then  available to the  Non-Defaulting  Party pursuant
thereto,  against (ii) all such amounts that are due to the Non-Defaulting Party
by the other Party,  plus any cash or other form of collateral then available to
the other Party  pursuant to any collateral  agreement  agreed to by the Parties
plus any or all other  amounts due to the  Non-Defaulting  Party under any other
forward  contracts between the Parties  (including,  but not limited to, amounts
owed,  but not yet paid,  for  commodities  previously  delivered and reasonable
attorney's fees incurred by the  Non-Defaulting  Party) and, to the extent it is
permitted  by  applicable  law,  any  amounts  due to the  Non-Defaulting  Party
pursuant to the ISDA plus any cash or other form of collateral then available to
the Defaulting Party pursuant thereto,  so that all such amounts shall be netted
to a single liquidated  amount (the "Termination  Payment") payable by one Party
to the other Party.  The  Termination  Payment  shall be made by the owing Party
within  five (5)  Business  Days  after  notice  requesting  such is given.  The
obligations  of the Parties under this  Agreement,  any other  forward  contract
executed by the Parties and the ISDA in respect of such amounts  shall be deemed
satisfied and discharged to the extent of any such set off. A Party performing a
set off under this  Article XX will give the other Party  notice of such set off
as soon as practicable  thereafter provided that the failure to give such timely
notice  shall  not  affect  the  validity  of the set off.  Notwithstanding  any
contrary  provision of this  Agreement,  where an Event of Default  specified in
sub-sections  (c),  (d), (e) or (f) of Article XVI is governed by law which does
not permit an Early Termination Date to be declared on or after such an Event of
Default then  termination of this Agreement  shall be deemed to have taken place
at a time  immediately  preceding the  occurrence of such Event of Default,  and
upon the occurrence of any such automatic  termination  of this  Agreement,  the
Party causing the Event of Default shall indemnify the  Non-Defaulting  Party on
demand against all expense,  loss,  damage or liability that the  Non-Defaulting
Party actually incurs with respect to this Agreement as a consequence thereof.


                                   ARTICLE XXI

                                  Miscellaneous

         There are no third party  beneficiaries  to this Agreement and none are
intended by the Parties.

         If any provision of this Agreement is determined to be invalid, void or
unenforceable by any court having  jurisdiction,  such  determination  shall not
invalidate,  void  or make  unenforceable  any  other  provision,  agreement  or
covenant of this Agreement.

         No waiver of any breach of this Agreement  shall be held to be a waiver
of any other or subsequent breach.

         All rights,  duties and obligations  arising under this Agreement shall
be  exercised  and  discharged  in good faith and in a  commercially  reasonable
manner.

         Each Appendix and Exhibit referenced herein and attached hereto is made
a part of this  Agreement  for all  purposes.  This  Agreement  sets  forth  all
understandings between the Parties respecting the subject matter hereof, and any
prior contracts,  understandings and  representations,  whether oral or written,
relating to such matters are merged into and superseded by this Agreement.  This
Agreement may be amended only by a writing executed by both Parties.

         Each Party to this  Agreement  represents and warrants that it has full
and  complete  authority  to enter into and perform  this  Agreement,  including
having obtained any regulatory  authority  necessary to transact  business under
this  Agreement.  Each person who  executes  this  Agreement on behalf of either
Party represents and warrants that he/she has full and complete  authority to do
so and that such Party will be bound thereby.

         Compliance  with the  confirmation  and change in quantities of Ocean's
Gas procedures of this Agreement  satisfies any "writing"  requirements  imposed
under the Uniform Commercial Code or any other applicable contract law.

         The  interpretation and performance of this Agreement shall be governed
by, construed,  interpreted and enforced in accordance with the substantive laws
of the State of Texas,  without  reference to its choice of law  doctrine.  Each
Party  agrees to submit to the  nonexclusive  jurisdiction  of the courts of the
State of Texas.

         IN WITNESS  WHEREOF,  the  Parties  have  executed  this  Agreement  in
duplicate originals to be effective as of the day and year first written above.

                               DUKE ENERGY TRADING AND MARKETING, L.L.C.

                      By:      ____________________________________________
                      Name:    ____________________________________________
                      Title:   ____________________________________________




                             SEAGULL ENERGY E&P INC.

                       By:      ____________________________________________
                                Name: William L. Transier

                    Title:   Executive Vice President & Chief Financial Officer


                              SGO PETROLEUM INC.
                       By:      ____________________________________________
                                Name: William L. Transier

                     Title:   Executive Vice President & Chief Financial Officer


                            GLOBAL NATURAL RESOURCES
                            CORPORATION OF NEVADA

                       By:      ____________________________________________
                                Name: William L. Transier

                     Title:   Executive Vice President & Chief Financial Officer


                          OCEAN ENERGY RESOURCES, INC.

                       By:      ____________________________________________
                                Name: William L. Transier

                     Title:   Executive Vice President & Chief Financial Officer


                               OCEAN ENERGY, INC.

                       By:      ____________________________________________
                                Name: William L. Transier

                     Title:   Executive Vice President & Chief Financial Officer