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                       Consent Decree



                      I.   Introduction
1.   This Consent Decree is  entered into by the Enforcement 
   Bureau   of   the   Federal   Communications   Commission 
   ("Bureau"), Enogex  Inc. (``Enogex''),  and Transok,  LLC 
   (``Transok''). 

                       II.  Background
2. This Consent Decree addresses the transfer  of control of 
   private  land  mobile  and  operational  fixed  microwave 
   licenses (the  ``Licenses'')  now  held by  Transok.   In 
   1998, Transok,  Inc.  --   a wholly  owned subsidiary  of 
   Tejas Gas,  L.L.C.  (``Tejas'')   --   refomulated  as  a 
   limited liability  company  by  establishing Transok  and 
   merging  Transok,  Inc.  into  Transok.   Following  this 
   reformulation, Transok, Inc. ceased to  exist and Transok 
   continued as  a wholly-owned  subsididary  of Tejas  with 
   identical management personnel to  Transok, Inc.  Neither 
   Tejas nor its subsidiaries  sought prior FCC  consent for 
   the Transok  transaction. On  July 1,  1999, there  was a 
   substantial transfer of control of Transok  from Tejas to 
   Enogex.  Enogex and Tejas  did not file  applications for 
   Commission consent  to the  transfers of  control of  the 
   Licenses held by Transok  prior to July 1,  1999.  Enogex 
   was unaware  that  it was  acquiring  interests in  radio 
   station licenses for which prior  Commission approval was 
   required.  Enogex  states  that  it  relied  upon  Tejas' 
   representation in  the  transactional  documents that  no 
   prior Commission approval was required.  

3.    After  gaining  access to  Transok's  records,  Enogex 
   became aware that  prior Commission approval  should have 
   been obtained for the Enogex  transactions.  On September 
   2, 1999,  Enogex  filed  requests for  special  temporary 
   authorization (``STA'') to  operate the  stations.  Staff 
   from the Commission's Wireless  Telecommunications Bureau 
   informed counsel for  Enogex that  the STA  request could 
   not be granted because  three of the call  signs operated 
   by Transok were listed  in the Commission's data  base as 
   being held by ANR  Pipeline Company (``ANR''),  a company 
   that previously owned  certain assets acquired  by wholly 
   owned subsidiaries of Transok.  On October  12, 1999, ANR 
   and  Transok  filed  applications  requesting  Commission 
   approval to  assign  those  three  licenses from  ANR  to 
   Transok.    On   September   3,   1999,   Transok   filed 
   applications for  the  Commission's  consent to  transfer 
   control of Transok's licenses from Tejas  to Enogex.  The 
   Wireless   Telecommunications   Bureau    granted   these 
   applications on May 12, 2000.

                    III.      Definitions
4. For the purposes  of this  Consent Decree,  the following 
   definitions shall apply:

          (a)  "Commission" means the Federal Communications 
               Commission.
          (b)  "Bureau"  means the  Commission's Enforcement 
               Bureau.
          (c)  "Enogex" means Enogex Inc.
          (d)  ``Transok'' means Transok, LLC
          (e)  ``ANR'' means ANR Pipeline Company.
          (f)  ``Transok transaction''  means the  pro forma 
               transaction  under  which Transok,  Inc.  and 
               Transok merged, with Transok as the surviving 
               entity.
          (g)  ``Enogex transaction''  means the substantial 
               transaction   under  which   Enogex  acquired 
               control of Transok.
          (h)  ``ANR  transaction''  means  the  substantial 
               transaction   under    which   wholly   owned 
               subsidiaries of  Transok acquired  control of 
               certain assets previously owned by ANR.
          (i)  "Order"  means an  order  of the  Enforcement 
               Bureau adopting this Consent Decree.
          (j)  ``Final  Order'' means  an Order  that is  no 
               longer subject to  administrative or judicial 
               reconsideration, review, appeal, or stay.
          (k)  ``Licenses''  means the  private land  mobile 
               and  operational   fixed  microwave  licenses 
               transferred through the Enogex transaction.


                       IV.  Agreement

5.         Enogex, Transok  and the  Bureau agree  that this 
     Consent Decree  does not constitute an  adjudication of 
     the  merits,  or  any  finding  on  the  facts  or  law 
     regarding any violations committed by Enogex or Transok 
     arising out of the Transok, Enogex or ANR transactions.
6.      Enogex  shall make  a voluntary contribution  to the 
     United States  Treasury in  the amount of  ten thousand 
     dollars  ($10,000) within  10 calendar  days after  the 
     Bureau releases an Order adopting this Consent Decree. 
7.          Enogex  and   Transok  agree   to  implement   a 
     comprehensive Compliance  Program to  ensure compliance 
     with the Communications Act  and the Commission's rules 
     and policies.   A summary of the  Compliance Program is 
     attached to this Consent Decree.  
8.        In   express  reliance  upon  the   covenants  and 
     representations contained herein,  the Bureau agrees to 
     terminate  the investigation  into the  Transok, Enogex 
     and  ANR  transactions  upon the  Order  adopting  this 
     Consent Decree becoming a Final Order.
9.        In  consideration  for the  termination  of  these 
     proceedings  in  accordance  with  the  terms  of  this 
     Consent Decree, Enogex and  Transok agree to the terms, 
     conditions and procedures contained herein.
10.       The  Bureau agrees  not to  institute, on  its own 
     motion, any new proceeding,  formal or informal, of any 
     kind against Licensees for violations of Section 310(d) 
     of the  Communications Act  or Section 1.903(a)  of the 
     Commission's rules regarding the Transok, Enogex or ANR 
     transactions  that  are  the subject  of  this  Consent 
     Decree.11.      In the event that Enogex or Transok is found by the 
     Commission or  its delegated authority to  have engaged 
     in a violation of Section  310(d) of the Act or Section 
     1.948(a) of  the Commission's rules based  upon actions 
     taken by Enogex or Transok subsequent to the release of 
     the  Order adopting  this  Consent  Decree, Enogex  and 
     Transok agree that the  conduct described in paragraphs 
     2 and 3, above, may  be considered by the Commission or 
     its delegated  authority in determining  an appropriate 
     sanction.
12.      Enogex and  Transok admit  the jurisdiction  of the 
     Bureau to adopt this Consent Decree.
13.  Enogex and Transok waive any and all rights it may have 
     to  seek  administrative or  judicial  reconsideration, 
     review, appeal  or stay,  or to otherwise  challenge or 
     contest  the validity  of this  Consent Decree  and the 
     Order adopting this Consent  Decree, provided the Order 
     adopts the Consent Decree  without change, addition, or 
     modification.
14.  Enogex  and  Transok  and  the Bureau  agree  that  the 
     effectiveness  of  this  Consent  Decree  is  expressly 
     contingent  upon issuance  of the  Order, provided  the 
     Order  adopts   the  Consent  Decree   without  change, 
     addition, or modification. 
15.   Enogex, Transok  and the Bureau recognize  that if any 
     court  of competent  jurisdiction renders  this Consent 
     Decree invalid, it  shall become null and  void and may 
     not be used in any manner in any legal proceeding.
16.  Enogex, Transok  and the  Bureau agree that  if Enogex, 
     Transok, the Commission, or the United States on behalf 
     of the Commission, brings  a judicial action to enforce 
     the terms  of the  Order adopting this  Consent Decree, 
     neither  Enogex,  Transok,  nor  the  Commission  shall 
     contest the  validity of  the Consent Decree  or Order, 
     and Enogex, Transok and  the Commission shall waive any 
     statutory right to a trial  de novo with respect to any 
     matter upon which the Order is based, and shall consent 
     to a  judgment incorporating the terms  of this Consent 
     Decree.
17.  Enogex and Transok  agree to waive any  claims they may 
     otherwise have  under the Equal Access  to Justice Act, 
     Title 5 U.S.C.  504 and 47 C.F. R.  1.1501 et seq.
18.  Enogex  and Transok  agree  that any  violation of  the 
     Order adopting  this Consent Decree shall  constitute a 
     separate violation of a Commission order, entitling the 
     Commission   to  exercise   any  rights   and  remedies 
     attendant to the enforcement of a Commission order. 
19.  This Consent Decree may be signed in counterparts.

FEDERAL COMMUNICATIONS COMMISSION, ENFORCEMENT BUREAU


By: _____________________                                               
___________  
     David H. Solomon                        Date
     Bureau Chief

ENOGEX INC.

By: ______________________                                             
___________ 
                                        Date

TRANSOK, LLC

By: ______________________                                             
___________ 
                                        Date                SUMMARY OF COMPLIANCE PROGRAM
                             OF 
                         ENOGEX INC.

     Enogex Inc. (``Enogex'') will establish the Enogex Inc. 
Telecommunications Compliance Program (the ``Program'') to 
ensure compliance with applicable federal laws and 
regulations governing the telecommunications systems for 
which Enogex and its wholly owned subsidiaries are licensed 
by the Federal Communications Commission (``FCC'').  The 
following elements will be components of the Program:

       Oversight by Compliance Attorney- Enogex will 
        designate an attorney in its Legal Department to 
        oversee the Compliance Program (the ``Compliance 
        Attorney'').

       Creation of FCC Licensing Database- Enogex will 
        create a database of all of its FCC licenses to 
        ensure that those licenses are timely renewed.  The 
        database will be kept current by a designated 
        employee, who will report (for the purposes of this 
        function) to the Compliance Attorney.  This database 
        will be accessible to company lawyers, business 
        development personnel, employees or consultants 
        responsible for establishment, purchase, sale, and 
        administration of the telecommunications systems for 
        which Enogex and its wholly owned subsidiaries are 
        licensed by the FCC (``Telecommunications 
        Personnel'').  The existence of this database will 
        be made known to all Telecommunications Personnel.  

       Creation of Compliance Manual- Enogex will develop 
        and maintain a manual describing the state and 
        federal laws and regulations that govern the 
        telecommunications systems for which Enogex and its 
        wholly owned subsidiaries are licensed by the FCC 
        (the ``Compliance Manual'').  The Compliance Manual 
        will address, among other topics, the requirements, 
        under Section 310(d) of the Communications Act of 
        1934, as amended, for entities to secure approval 
        from, or provide notification to, the FCC in 
        instances when there is a change in ownership or 
        control of an entity holding FCC licenses, 
        regardless of whether such acquisition or transfer 
        of control is a result of a corporate restructuring 
        or otherwise (``Assignment and Transfer Rules'').  
        The Compliance Attorney will ensure that this Manual 
        is distributed to the Telecommunications Personnel 
        and reviewed on a periodic basis (in any case, no 
        less than once a year), and updated if necessary.

       Compliance Training Program- Enogex will conduct a 
        training program periodically for the 
        Telecommunications Personnel.  The education program 
        will emphasize FCC Assignment and Transfer Rules.

       Continuing Education Program- The Compliance 
        Attorney will generate, or secure from outside 
        telecommunications counsel, memoranda or similar 
        information regarding changes in the 
        telecommunications laws or regulations addressed in 
        the Compliance Manual or Training Program, including 
        those relating to Assignment and Transfer Rules.  
        The Compliance Attorney will ensure that these 
        memoranda or similar material are distributed to 
        appropriate Telecommunications Personnel.