Union Texas International Corporation, f.k.a. Union Texas Petroleum Corporation - Page 26

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               Effective December 31, 1982, Old Petroleum and Products                 
          entered into a service agreement under which Products agreed, for            
          a cash fee, to act as an agent for Petroleum to process and sell             
          its propane to unrelated third parties.  As Petroleum's agent,               
          Products handled Petroleum's marketing, distribution, storage,               
          sales, and collection efforts.  Pursuant to the service                      
          agreement, Petroleum retained title to its propane until Products            
          sold the propane on Petroleum's behalf to unrelated third                    
          parties.  Neither Products nor Texgas was a buyer or seller under            
          Petroleum's sales contracts with unrelated third parties.                    
               Petroleum produced natural gas from individual wells, which             
          went to 10 different processing plants.  From 3 of the 10                    
          processing plants, Petroleum moved its propane by pipeline to a              
          storage terminal at Mont Belvieu, Texas.  By exchange agreements,            
          Petroleum exchanged the volumes of propane at the 7 other plants             
          for a like volume of propane held by Products.  Petroleum's use              
          of the exchange agreements as a substitute for physical                      
          transportation was both economically efficient and a common                  
          practice in the oil and gas industry.  Moreover, the propane                 
          owned by Petroleum and Products satisfied strict industry                    
          standards so that the propane volumes could be easily commingled             
          and exchanged.                                                               
               As Products sold Petroleum's propane, the accounting group              
          recorded those sales as Petroleum's sales in accordance with                 
          Petroleum's accounting practices, which were customary in the oil            
          and gas business and were consistently applied.  Petroleum's                 



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