Stephen R. and Mary K. Herbel - Page 15

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                  6.                                                                  
                       Seller hereby waives any and all claims                        
                  relating to or arising out of the Contract,                         
                  including any failure to take gas or to pay for                     
                  gas not taken by Buyer, in respect of all natural                   
                  gas available for production from all properties                    
                  committed to the Contract from the Effective Date                   
                  of the Contract through June 30, 1990.                              
                  7.                                                                  
                       This Settlement Agreement and the exhibits                     
                  attached hereto represent the entire agreement                      
                  between the parties regarding the settlement of                     
                  their disputes and all previous negotiations and                    
                  representations are superseded.                                     
                  8.                                                                  
                       It is understood and agreed that this is a                     
                  compromise of disputed claims and that Buyer                        
                  denies any liability whatsoever in the premises,                    
                  this compromise settlement being entered into                       
                  primarily for the purpose of avoiding litigation.                   
                  9.                                                                  
                       The parties to this Settlement Agreement                       
                  and their attorneys agree that, unless required                     
                  to do so by order of the court or regulatory                        
                  body asserting competent jurisdiction, they                         
                  will refrain from disclosing to any persons or                      
                  entities the terms of this Settlement Agreement                     
                  and any information or materials obtained in                        
                  connection with the settlement discussions                          
                  resulting in this Settlement Agreement.                             
                  Notwithstanding this restriction, Seller and                        
                  Buyer agree that this information may be                            
                  disclosed to financial institutions, lawyers or                     
                  other consulting personnel, as may be necessary                     
                  in the ordinary course of business, provided that                   
                  such financial institutions, lawyers or other                       
                  consulting personnel agree and covenant in                          
                  writing to all other parties to refrain from                        
                  disclosing the information to other persons or                      
                  entities, unless such institutions and profes-                      
                  sionals are already required by their normal                        
                  conduct of business to maintain client confi-                       
                  dentiality.  The parties further agree that                         





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