HYDROCARBON EXCHANGE AGREEMENT
Reference for all purposes is hereby made to that certain Hydrocarbon Exchange Agreement dated September
25, 1992, by and between ENRON OIL & GAS COMPANY, a Delaware corporation ("EOG") to CACTUS
HYDROCARBON 1992-A LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is
1400 Smith Street, P.O. Box 1188, Houston, Texas 77251-1188 ("Cactus"), as amended by that certain First
Amendment to Hydrocarbon Exchange Agreement (the "Exchange Agreement"), dated effective April 1, 1993,
pertaining to certain Hydrocarbons, which Exchange Agreement is recorded as set forth on Exhibit C hereto.
WHEREAS, EOG and Cactus desire to amend the Exchange Agreement as hereinafter set forth as of July 1,
1993 (the "Effective Date") to release certain oil and gas leases, wells and related interests as sources of supply
from the Exchange Agreement and to add certain additional oil and gas leases, wells and related interests as
sources of supply and to make other changes as provided herein:
NOW, THEREFORE, for and in consideration of the premises and of the sum of Ten Dollars and no/100ths
($10.00) and other good and valuable consideration, cash in hand paid to EOG by Cactus, EOG and Cactus do
hereby amend the Exchange Agreement as follows:
1. Capitalized terms as used herein shall have the meanings given to them in the Exchange Agreement unless
otherwise defined herein.
2. Exhibit A to the Exchange Agreement is hereby amended by deleting those oil and gas leases and related
interests set forth on Exhibit A-1 hereto and those wells set forth on Exhibit A-2 hereto and adding those oil and
gas leases and related interests set forth on Exhibit B-1 hereto and those wells set forth on Exhibit B-2 hereto.
3. Except as expressly amended hereby, the Exchange Agreement shall remain in full force and effect as
heretofore entered into and amended. EOG and Cactus ratify and confirm the Exchange Agreement as hereby
4. This instrum