MTG Admin. Agreement

Attached is a draft for your review. Please review and lets discuss any
comments.

After re-reading the purchase and gathering agreement, I think the
amendments should work in their present form. The 2,500 Western gas needs to
be noted as an exception on Exhibits A of both Agreements. Exception should
read "Up to the first 2,500 mmbtu/day of production from the Caballo Area
shall be delivered to Western.... with ENA (or EMS as applicable for the
agreement) receiving all volumes in excess of such 2,500 mmbtu/day. Any
decline in the Caballo Area production shall apply ratably between Western's
2,500 mmbtu/day and ENA's (or EMS as applicable for the agreement) production
levels."

I got my mind on my money and my money on my mind.