SEC Info - Enex Consolidated Partners LP - ‘8-B12G/A’ on 8/21/97

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Enex Consolidated Partners LP – ‘8-B12G/A’ on 8/21/97 – EX-3.2

As of: Thursday, 8/21/97 · Accession #: 1019375-97-11 · File #: 0-22983

  As Of                Filer                Filing    For·On·As Docs:Size

 8/21/97  Enex Consolidated Partners LP     8-B12G/A               2:173K

Amendment to Registration of Securities of a Successor Issuer — Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12G/A    Form 8-B/A                                             4     19K 
 2: EX-3.2      Amended Articles of Ltd Prtnshp of the Partnership    49    206K

EX-3.2 — Amended Articles of Ltd Prtnshp of the Partnership
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Allocation of Costs and Revenues; Distributions Amendments Article 1 Article 10 Article 12 Article 13 Article 14 Article 2 Article 3 Article 4 Article 5 Article 6 Article 7 Article 8 Article 9 Certain Definitions Contributions of the Partners General Partner Miscellaneous Provisions Representations and Warranties of the Partners and Power of Attorney Right of the General Partner to Conduct Similar Operations Rights and Obligations of the General Partner Rights and Obligations of the Unitholders Right to Present Units for Purchase Status and Business of Partnership Tax Matters
1	1st Page - Filing Submission
2	Article 1
"	Certain Definitions
7	Article 2
"	Status and Business of Partnership
9	Article 3
"	Contributions of the Partners
10	Article 4
"	Allocation of Costs and Revenues; Distributions
14	Article 5
"	Tax Matters
17	Article 6
"	Right to Present Units for Purchase
19	Article 7
23	Article 8
"	Rights and Obligations of the Unitholders
28	Article 9
"	Rights and Obligations of the General Partner
37	Article 10
"	Representations and Warranties of the Partners and Power of Attorney
43	Article 12
"	Right of the General Partner to Conduct Similar Operations
"	Article 13
"	Amendments
45	Article 14
"	Miscellaneous Provisions
47	General Partner

EX-3.2 1st Page of 49 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                APPENDIX B

ARTICLES OF LIMITED PARTNERSHIP               
TABLE OF CONTENTS               

   Article                                                              Page No.
   -------                                                              --------
ARTICLE 1 -- Certain Definitions ........................................  B-1  
ARTICLE 2 -- Status and Business of Partnership..........................  B-6  
ARTICLE 3 -- Contributions of the Partners...............................  B-8  
ARTICLE 4 -- Allocation of Costs and Revenues; Distributions.............  B-9  
ARTICLE 5 -- Tax Matters.................................................  B-13 
ARTICLE 6 -- Right to Present Units for Purchase.........................  B-16 
ARTICLE 7 -- Books of Account, Fiscal Year and Reports...................  B-18 
ARTICLE 8 -- Rights and Obligations of the Unitholders...................  B-22 
ARTICLE 9 -- Rights and Obligations of the General Partner...............  B-28 
ARTICLE 10-- Representations and Warranties of the Partners and Power of        
             Attorney...................................................  B-35
ARTICLE 11-- Dissolution, Liquidation and Termination of the Partnership.  B-38 
ARTICLE 12-- Right of the General Partner to Conduct Similar Operations..  B-41 
ARTICLE 13-- Amendments..................................................  B-41 
ARTICLE 14-- Miscellaneous Provisions....................................  B-43 

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 AMENDED ARTICLES OF LIMITED PARTNERSHIP
OF
ENEX CONSOLIDATED PARTNERS, L.P.
(A New Jersey Limited Partnership)

         AMENDED ARTICLES OF LIMITED PARTNERSHIP ("Articles"), made by and among
ENEX  RESOURCES  CORPORATION,  a Delaware  corporation  ("Enex" or the  "General
Partner"),  the  "Original  Limited  Partner" (as  hereinafter  defined) and the
"Limited  Partners"  (as  hereinafter  defined)  amending  and  restating in its
entirety  the  Certificate  (as  hereinafter  defined)  filed  under the Act (as
hereinafter defined) of ENEX CONSOLIDATED PARTNERS,  L.P. (the "Partnership") in
order,  among other things,  to admit to the  Partnership as additional  limited
partners  those  certain  persons whose names are set forth on Schedule A hereto
(who are the "Limited  Partners"  referred to above);  to reflect the withdrawal
from the  Partnership of the Original  Limited Partner and the assignment of the
Original Limited  Partner's  interest in the Partnership to Enex; and to reflect
the fact that the Partnership has commenced operations.                         

 ARTICLE 1

 Certain Definitions

Section 1.1.      Defined Terms:                                                

    "Act" means The New Jersey Uniform Limited Partnership Law (1976).

         "Administrative   Costs"  means  all  customary  and  routine  expenses
incurred by the General  Partner for the conduct of Partnership  administration,
including;  legal,  finance,  accounting,   secretarial,  travel,  office  rent,
telephone, data processing and other items of a similar nature.                 

         With respect to the General Partner,  "affiliate"  means (a) any Person
directly or indirectly owning,  controlling or holding with power to vote 10% or
more of the outstanding voting securities of the General Partner; (b) any Person
10% or more of whose  outstanding  voting  securities are directly or indirectly
owned,  controlled  or held with power to vote by the General  Partner;  (c) any
Person directly or indirectly controlling, controlled by or under common control
with the General  Partner;  (d) any officer,  director or partner of the General
Partner; and (e) if the General Partner is an officer,  director or partner, any
company for which the General Partner acts in such capacity. Notwithstanding the
foregoing,  for the purposes of Section 9.3 below, the term  "affiliates"  shall
include only those persons performing services on behalf of the Partnership.    

         "Affiliated  limited  partnership" means a limited partnership or other
entity that is an affiliate of the General Partner.                             

         "Capital  Account" means the separate  capital  account  maintained for
each Partner and Unitholder pursuant to Article 7.                              

         "Capital   Contributions"   means,   with  respect  to  a   Predecessor
Partnership,  the total capital invested in such Predecessor  Partnership by the
general and limited partners thereof.                                           

         "Certificate"  refers  to  the  Partnership's  certificate  of  limited
partnership filed with the Secretary of State of the State of New Jersey, as the
same may be amended from time to time.                                          

         "Code"  means the  Internal  Revenue  Code of 1986,  as the same may be
amended from time to time.                                                      

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         "Consolidation" means the consolidation of the Predecessor Partnerships
described in the  Prospectus/Proxy  Statement of the Partnership  dated April 7,
1996.                                                                           

         "Cost", when used with respect to Partnership property,  means the cost
of such  property on the books of the entity owning it. With respect to property
acquired  from the  General  Partner  or its  affiliates  (excluding  affiliated
limited partnerships when the interest of the General Partner is identical to or
less than its  interest in the  Partnership),  Cost  includes (1) the sum of the
prices paid by the General Partner or its affiliates to an  unaffiliated  person
for such property,  including bonuses; (2) title insurance or examination costs,
brokers' commissions,  filing fees, recording costs, transfer taxes, if any, and
like charges in connection with the acquisition of such property; (3) a pro rata
portion of the  General  Partner's  or its  affiliates'  actual,  necessary  and
reasonable  expenses for seismic and  geophysical  services;  (4) rentals and ad
valorem  taxes  paid by the  General  Partner or its  affiliates  to the date of
transfer, and income taxes incurred in connection with the transactions, if any;
(5) interest and points  actually  incurred on funds used by the General Partner
or its affiliates to acquire or maintain such property;  and (6) such portion of
the  reasonable,  necessary  and actual  expenses for  geological,  geophysical,
engineering,  drafting,  accounting,  legal and other like services allocated to
the property cost in accordance with generally  accepted  accounting  principles
and industry standards. Cost will not include expenses of the General Partner or
its  affiliates  in  connection  with the past  drilling of wells which,  in the
opinion of the General  Partner,  are not producers of sufficient  quantities of
oil or gas to make commercially reasonable their continued operations,  and will
not include any expenses set forth in (4), (5) and (6) above  incurred more than
36 months prior to the purchase of the  property by the  Partnership.  When used
with  reference to services,  Cost means the  reasonable,  necessary  and actual
expense  incurred  by the  General  Partner or its  affiliates  on behalf of the
Partnership in providing such services,  determined in accordance with generally
accepted  accounting  principles.  When used with  respect to property  acquired
from,  or services  provided  by, a party other than the General  Partner or its
affiliates,  the term "Cost" means the price paid for such  property or services
in an arm's length transaction.                                                 

         "Development  well" refers to a well drilled as an  additional  well to
the same reservoir as other  producing wells on a lease, or drilled on an offset
lease  usually not more than one location  away from a well  producing  from the
same  reservoir.  "Development  drilling"  refers to the drilling of development
wells.                                                                          

         "Direct Costs" means all actual and necessary  costs directly  incurred
for the benefit of the Partnership  and generally  attributable to the goods and
services  provided to the  Partnership by parties other than the General Partner
or its affiliates.  Direct Costs shall not include any cost otherwise classified
as  Administrative  Costs,  Operating Costs or property costs.  Direct Costs may
include the cost of services  provided by the General  Partner or its affiliates
(other than the President of the General  Partner) if such services are provided
pursuant  to  written  contracts  and  in  compliance  with  Article  9 of  this
Agreement.  Direct Costs will be billed  directly to and paid by the Partnership
to the extent practicable.                                                      

         A "farmout" is an agreement whereby the owner of a leasehold or working
interest  agrees to assign his  interest  in  specific  acreage to an  assignee,
retaining some interest such as an overriding  royalty interest,  an oil and gas
payment,  offsetting acreage or other type of interest,  subject to the drilling
of one or  more  specific  wells  or  other  performance  by the  assignee  as a
condition of the assignment.                                                    

         The "fiscal year" of the  Partnership is the twelve month period ending
December 31.                                                                    

         "General  Partner"  refers to ENEX  RESOURCES  CORPORATION,  a Delaware
corporation,  the sponsor of the  Partnership,  and any  successor to it in that
capacity.  A "sponsor"  is any person  directly or  indirectly  instrumental  in
organizing the Partnership or any person who will manage or participate in the  

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management  of the  Partnership,  including  the  General  Partner and any other
person who regularly  performs or selects the person who performs 25% or more of
the exploratory,  developmental or producing  activities of the Partnership,  or
segment  thereof.  "Sponsor" does not include wholly  independent  third parties
such as attorneys,  accountants,  placement agents and  underwriters  whose only
compensation  is for  professional  services  rendered  in  connection  with the
offering of Interests.                                                          

         "Horizon"  means  a zone  of a  particular  formation;  that  part of a
formation  of  sufficient   porosity  and  permeability  to  forma  a  petroleum
reservoir.                                                                      

         "Independent  Expert" means a Person with no material  relationship  to
the General  Partner who is  qualified  and who is in the  business of rendering
opinions regarding the value of oil and gas properties based upon the evaluation
of all  pertinent  economic,  financial,  geologic and  engineering  information
available to the General Partner.                                               

         A  "lease"  is a full or  partial  interest  in an oil  and gas  lease,
license,  concession,  or other right  authorizing  the owner to explore for and
produce oil and gas, and any contractual right to acquire any of such interests.

         "Limited  Partners"  are  Unitholders  who have  been  admitted  to the
Partnership as limited partners in accordance with these Articles and the Act.  

         Partnership   "net   revenues"   refers  to  the  excess  of  aggregate
Partnership  revenues,  income and gains in any particular  time period over the
aggregate  Operating  Costs,  Direct  Costs and  Administrative  Costs and other
Partnership   costs  and  expenses   (including  the  repayment  of  Partnership
borrowings,  but excluding the costs of acquiring  Partnership  properties),  in
such time period.                                                               

         "Operating  Costs" refers to  expenditures  made and costs  incurred in
producing and marketing oil or gas from completed wells,  including, in addition
to labor, fuel, repairs, hauling, materials, supplies, utility charges and other
costs incident thereto or therefrom,  ad valorem and severance taxes,  insurance
and casualty  loss expense,  and  compensation  to well  operators or others for
services  rendered in conducting such  operations.  Operating Costs include that
portion of the Direct Costs and  Administrative  Costs which is allocable to the
working interest in an oil and gas property.                                    

         "Original  Limited  Partner"  refers to the  Person  who,  as a limited
partner,  executed the  Partnership's  Certificate as originally  filed with the
Secretary of State of the State of New Jersey.                                  

         An  "overriding  royalty" is a royalty  interest  created  from a lease
which does not survive the termination of such lease.                           

     "Partners"  refers  to  the  General  Partner  and  the  Limited  Partners,
collectively.                                                                   

         "Partnership"  means Enex  Consolidated  Partners,  L.P.,  the  limited
partnership formed pursuant to the Act and organized pursuant to these Articles.

         "Partnership  property(ies)"  includes all  interests,  properties  and
rights of any type owned by the  Partnership  and includes  well  machinery  and
equipment,   gathering  systems,   storage  facilities,   pipelines,   refining,
processing and other downstream facilities, and any other equipment and property
associated  with the  production,  processing or marketing of oil and gas, other
than oil, gas and other minerals  produced by the Partnership.  Interests in oil
and gas properties may include working interests, production payments, royalties
or overriding royalties and other non-working and non-operating interests.      

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     "Person" means any  individual,  partnership,  corporation,  trust or other
entity.                                                                         

         "Predecessor  Partnership"  means a  limited  partnership  of which the
General Partner was the general partner which dissolved and terminated following
the transfer of its assets to the Partnership.                                  

         "Producing  property" is property  producing  oil and gas in commercial
quantities or property with shut-in wells deemed capable by the General  Partner
of producing oil or gas in commercial quantities.                               

         A  "production  payment" is an interest  which  entitles  the holder to
receive a specified share of gross production of oil, gas or other minerals,  or
the proceeds from the sale of such share of production  (which  proceeds may, in
some  cases,  be  measured by a  percentage  of the net profits  realized by the
holder of the  underlying  working  interest),  free of the costs of production,
having an expected  economic life (at time of creation) of shorter duration than
the economic life of one or more of the mineral properties burdened thereby.    

         A "production purchase partnership" is any partnership whose investment
objective is to directly acquire, hold, operate, and/or dispose of producing oil
and gas  properties.  Such a  partnership  may  acquire  any  type of  ownership
interest  in a  producing  property,  including,  but not  limited  to,  working
interests, royalties or production payments. A partnership which spends at least
90% of capital  contributions  and funds borrowed  (excluding  organization  and
offering costs) in the above-described activities is presumed to be a production
purchase partnership.                                                           

         A  "prospect"  is an area  covering  lands  which are  believed  by the
General Partner to contain  subsurface  structural or  stratigraphic  conditions
making it susceptible  to the  accumulations  of  hydrocarbons  in  commercially
productive quantities at one or more horizons.  The area, which may be different
for different  horizons,  shall be designated by the General  Partner in writing
prior  to the  conduct  of  Partnership  operations  and  shall be  enlarged  or
contracted from time to time on the basis of subsequently  acquired  information
to define the anticipated limits of the associated  hydrocarbon  reserves and to
include  all  acreage  encompassed  therein.  A  "prospect"  with  respect  to a
particular  horizon may be limited to the minimum area permitted by state law or
local  practice,  whichever is  applicable,  to protect  against  drainage  from
adjacent  wells  if the  well  to be  drilled  by the  program  is to a  horizon
containing proved reserves.                                                     

         "Proved  reserves" are those  quantities of crude oil,  natural gas and
natural gas liquids which upon analysis of geologic and engineering  data appear
with reasonable certainty to be recoverable in the future from known oil and gas
reservoirs under existing economic and operating conditions. Proved reserves are
limited to those  quantities  of oil and gas which can be expected,  with little
doubt,  to be  recoverable  commercially  at current  prices  and  costs,  under
existing  regulatory  practices  and with  existing  conventional  equipment and
operating  methods.  Proved reserves  includes both proved  developed  reserves,
which can be expected,  with little doubt,  to be recovered  from existing wells
using existing equipment and operating methods and proved undeveloped  reserves,
which  are  reserves  which  are  expected  to be  recovered  from new  wells on
undrilled acreage or from existing wells where a relatively major expenditure is
required for  recompletion.  Reserves on undrilled  acreage  shall be limited to
those drilling units offsetting productive units, which are virtually certain of
production  when drilled and, for other  undrilled  units,  only where it can be
demonstrated with certainty that there is continuity of production from existing
productive formation. Proved developed reserves also includes two subcategories:
proved developed producing reserves,  which are expected to be produced from one
or more existing  completion  zones now open for production in an existing well,
and proved developed non-producing reserves, which exist behind the casing or at
minor depths below the present depth of an existing well,  which are expected to
be produced  through these wells in the  predictable  future,  where the cost of
making such oil and gas available for production is relatively small compared to
the cost of a new well. Additional oil and gas expected to be obtained          

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through the application of fluid injection or other improved recovery techniques
for  supplementing the natural forces and mechanisms of primary recovery will be
included as "proved developed reserves" only after testing by a pilot project or
after the  operation of an installed  program has confirmed  through  production
response that increased  recovery will be achieved.  Under no circumstances will
estimates for proved  undeveloped  reserves be  attributable  to any acreage for
which an application of fluid injection or other improved recovery  technique is
contemplated,  unless such techniques have been proved effective by actual tests
in the area and in the same reservoir.                                          

         "Roll-up"  means  a  transaction  involving  the  acquisition,  merger,
conversion, or consolidation,  either directly or indirectly, of the Partnership
and the issuance of  securities of a roll-up  entity.  The term roll-up does not
include:  (a) a transaction  involving  securities of the Partnership  that have
been listed for at least 12 months on a national  exchange or traded through the
National  Association of Securities Dealers Automated  Quotation National Market
System;  or (b) a transaction  involving the  conversion to corporate,  trust or
association   form  of  only  the  Partnership  if,  as  a  consequence  of  the
transaction,  there  will  be no  significant  adverse  change  in  any  of  the
following: (1) voting rights; (2) the term of existence of the Partnership;  (3)
the  General  Partner's  compensation;   or  (4)  the  Partnership's  investment
objectives.                                                                     

         "Roll-up  entity"  means a  partnership,  trust,  corporation  or other
entity that would be created or survive  after the  successful  completion  of a
proposed roll-up transaction.                                                   

         A "royalty" or "royalty  interest" is an interest  entitling the holder
to receive a share of gross  production  of oil, gas or other  minerals,  or the
proceeds from the sale of such share of production  (which proceeds may, in some
cases, be measured by a percentage of the net profits  realized by the holder of
the underlying working interest),  to be received free and clear of all costs of
development,  operation or maintenance,  and having no control over drilling and
production  activities.  The  term  "royalty"  or  "royalty  interest"  includes
landowner's   royalties  and   overriding   royalties   (including  net  profits
royalties).                                                                     

         "Sharing ratio" means, with respect to a Unitholder,  the ratio between
the number of Units owned by such  Unitholder and the aggregate  number of Units
owned by all Unitholders of the Partnership as at the time of determination.    

         "Units" are limited partnership  interests in the Partnership,  to each
of which is allocable a share of the profits and losses of the  Partnership  and
the right to receive distributions of the Partnership's assets.                 

"Unitholders" refers to Persons who hold Units.               

         "Undeveloped  leasehold  interests" refers to all interests in oil, gas
and other mineral  leases except those portions of such leases  included  within
the governmentally  designated spacing or conservation unit in which a producing
well is located;  or, if no spacing unit has been  designated,  in the case of a
producing oil well, within the regularly  surveyed  quarter-quarter  section (40
acres) or substantially equivalent lots or tracts in which it is located; or, in
the case of a producing gas well, within the regularly  surveyed quarter section
(160 acres) or substantially equivalent lots or tracts in which it is located.  

         A "working  interest" is the  operating  interest  under an oil and gas
lease or unleased  mineral  interest the owner of which has the right to explore
for, develop and produce oil and gas from and to operate the properties  subject
to such  interest and to receive his pro rata share of the oil, gas and minerals
produced from such  properties  or the proceeds  from the sale thereof,  and the
obligation  to  pay  his  pro  rata  share  of all  costs,  including  costs  of
development, operation and maintenance associated therewith.                    

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Section 1.2       Cross-References                                              

         References  in these  Articles to particular  Paragraphs,  Sections and
Articles are, except as otherwise  expressly  indicated  therein,  references to
paragraphs, sections and articles of these Articles.                            

 ARTICLE 2

Status and Business of Partnership

Section 2.1.      Status                                                        

         The parties to these Articles  intend hereby to be members of a limited
partnership  pursuant to the Act. The General  Partner  shall not be required to
deliver  or mail a copy  of the  Certificate  or any  amendment  thereto  to any
Unitholder.                                                                     

Section 2.2.      Partnership Name and Title to Properties                      

         The name of the Partnership shall be the name set forth above. However,
the business of the Partnership may be conducted under any name deemed necessary
or desirable by the General  Partner.  Title to Partnership  properties  will be
held in the name of the  Partnership or in the name of a special  nominee entity
organized  for  the  sole  purpose  of  holding  record  title  to oil  and  gas
properties.  The nominee  entity will engage in no other  business  and incur no
other  liabilities.  If  properties  are held in the name of a special  nominee,
either a ruling from the Internal Revenue Service or an opinion of qualified tax
counsel shall be obtained to the effect that such  arrangement  shall not change
the ownership status of the Partnership for federal income tax purposes.        

Section 2.3.      Purposes and Business                                         

         (a) The purposes and business of the Partnership shall be to accept the
assets and  liabilities of the  Predecessor  Partnerships  and to acquire,  own,
hold,  operate,  develop  and sell  and  exchange  oil,  gas and  other  mineral
properties and direct and indirect  interests  therein of all kinds; to process,
refine,  transport  and sell and  market  oil,  gas and other  minerals  and the
products thereof; to purchase,  lease, own, hold, operate, sell and exchange all
equipment,  machinery,  facilities,  systems  and  plants  appropriate  for such
purposes;  and to engage in or  perform  any and all  other  acts or  activities
customary in connection  with or incident,  related or similar to the foregoing,
including,  without  limitation,  the  drilling  of  development  wells  or  the
reworking,  recompleting,   deepening  or  sidetracking  of  existing  wells  on
producing  properties.  The Partnership  may not engage in exploratory  drilling
activities  but  may  drill   replacement,   secondary  or  tertiary   recovery,
acceleration  or other  similar  wells and may  engage in  development  drilling
projects as well. To the extent not  specifically set forth in this Section 2.3,
the  purposes  and  business of the  Partnership  shall also  include all of the
rights and powers of the Partnership and the General Partner  described in these
Articles.                                                                       

         (b) Partnership revenues from the sale of oil and gas (except as may be
required by Paragraph  (d) of this  Section  2.3) may not be used for  producing
property   acquisitions.   Partnership  revenues  may,  however,  be  mortgaged,
encumbered  or  assigned to secure  payment of loans used to  purchase  property
interests and may be applied to pay such loans. Partnership revenues may also be
applied  to  the   purchase  of  Units  of  Limited   Partners   under   certain
circumstances,  as provided in Paragraph (d) of this Section 2.3.  Proceeds from
the sale or disposition  of producing oil and gas  properties  shall not be used
for subsequent  producing property  acquisitions unless property is sold for the
purpose of providing funds to acquire other properties and, prior to the closing
for the sale of such property, the General Partner has earmarked the            

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property to be sold for such purpose.  Partnership  revenues may be used for all
other proper Partnership purposes.                                              

         (c)  Additional  producing  properties  will be  purchased  only if the
property is located on the same geological feature as other properties  acquired
by the  Partnership  and  only if  acquisition  of the  additional  property  is
necessary to protect or enhance the Partnership's holdings.                     

         (d) The  Partnership  may  purchase a portion of the General  Partner's
interest in the Partnership under the  circumstances  described in Paragraph (d)
of Section 11.1.                                                                

         (e) The  Partnership  generally will conduct its business in the United
States but may conduct business in any other country.                           

Section 2.4.      Offices                                                       

         (a) The registered office of the Partnership shall be at Enex Resources
Corporation,  c/o Satterlee Stephens Burke & Burke, 47 Maple Street, Summit, New
Jersey  07901,  or at such  other  place  within  the State of New Jersey as the
General  Partner may choose from time to time upon written notice of such change
to the  Unitholders.  The registered  agent of the Partnership is Enex Resources
Corporation,  which  maintains  a  business  office at the same  address  as the
registered  office.  The Partnership may maintain other offices at places deemed
advisable by the General Partner.                                               

         (b) The principal  office of the Partnership  shall be at the executive
office of the General Partner at 800 Rockmead Drive, Three Kingwood Place, Suite
200,  Kingwood,  Texas 77339 or at such other place within or without the States
of New Jersey, Delaware and Texas as the General Partner may choose from time to
time upon written notice of such change to the Unitholders.                     

Section 2.5.      Term                                                          

         The  Partnership  term commenced on the date of the original  filing of
the Partnership's  Certificate.  The Partnership  shall continue,  unless sooner
terminated,  for so long as the Partnership holds any property,  but in no event
beyond December 31, 2015.                                                       

Section 2.6.      Certification                                                 

         The parties to these  Articles shall from time to time execute or cause
to be executed all  certificates  and other documents and do or cause to be done
all such filing, recording, publishing and other acts as may be deemed necessary
or appropriate by the General  Partner in order to comply with the  requirements
of law for the formation and  operation of a limited  partnership  in New Jersey
and for the operation of a limited  partnership in all other jurisdictions where
the Partnership shall conduct business.                                         

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 ARTICLE 3

 Contributions of the Partners

Section 3.1.      General Partner                                               

         (a)  The  General   Partner's   contribution  to  the  capital  of  the
Partnership, as general partner, shall consist of its share, as general partner,
of the  assets  net  of  liabilities  transferred  to the  Partnership  by  each
Predecessor Partnership. The General Partner will make cash contributions to the
capital of the Partnership  from time to time to the extent  necessary to enable
the Partnership to pay those  Partnership costs chargeable to the account of the
General Partner as provided in these Articles. The direct payment by the General
Partner of a cost chargeable to its account shall be deemed to be a contribution
to the capital of the Partnership.                                              

         (b) The General  Partner also may purchase Units pursuant to Article 6.
The General Partner will participate to the extent of its purchase of such Units
in the same manner as if the General Partner were a Substituted  Limited Partner
(as described in Section 8.5) holding such Units.                               

         (c) The General Partner shall make additional Capital  Contributions as
required so that its Capital Account balance shall, at all times during the term
of the  Partnership,  equal the  lesser  of one (1)  percent  of total  positive
Capital Account balances of the Partnership or $500,000.  To the extent that any
such additional  capital  contributions are required,  the General Partner shall
receive Units in consideration therefor.                                        

Section 3.2.      Unitholders                                                   

         A  Unitholder's   contribution   to  the  capital  of  the  Partnership
(including the General Partner's  contribution as a Unitholder) shall consist of
his share, as a limited partner or the holder of a limited partnership interest,
of  the  assets  net  of  liabilities  transferred  to  the  Partnership  by the
Predecessor  Partnership  of which he was a limited  partner  or the holder of a
limited partnership  interest and the amount of any liabilities of a Predecessor
Partnership contributed to the Partnership in exchange for Units.               

Section 3.3.      Partnership Capital                                           

         (a) No Partner or  Unitholder  shall be entitled to be paid interest on
any capital  contributed to the Partnership or to withdraw his contribution,  or
to receive any return of any portion of his  contribution,  except as  otherwise
provided in these Articles.                                                     

         (b) All contributions to the capital of the Partnership may be used for
all the purposes of the Partnership and as otherwise provided in these Articles.

Section 3.4.      Liability of Partners; Loans                                  

         (a) The liability of the  Unitholders  shall be limited as set forth in
the Act and no  Unitholder  shall be  required to make any  contribution  to the
capital  of  the  Partnership  except  his  contribution  as  set  forth  in the
Partnership's Certificate.                                                      

         (b) Nothing in these  Articles  shall prevent a Unitholder  from making
any  loan to the  Partnership  by  agreement  with  the  Partnership;  provided,
however,  that no Unitholder  shall  receive or hold as collateral  security any
Partnership property.                                                           

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Section 3.5.      Status of Non-Limited Partner Unitholders                     

         (a) Unitholders  who are not Limited  Partners shall have the status of
assignees of limited partnership interests under the Act.                       

         (b) Except as  otherwise  provided in Section  8.5 with  respect to the
transfer of Units,  the General  Partner shall be the Limited  Partner of record
with  respect  to all Units  held by  Unitholders  who are not  admitted  to the
Partnership as Limited Partners;  provided,  however,  that any voting rights to
which such  Unitholders  would be entitled  were they Limited  Partners  will be
exercised  by the  General  Partner in  proportion  to the votes cast by Limited
Partners.                                                                       

         (c) A Unitholder who is not a Limited Partner may request  admission to
the Partnership as a Limited Partner at any time; and upon such Unitholder's (i)
satisfaction  of the  obligation  to make the  representations,  warranties  and
covenants contained in Section 10.1 and (ii) execution and delivery of the power
of  attorney  contained  in  Section  10.3,  he  shall  be so  admitted  to  the
Partnership by the General Partner.                                             

 ARTICLE 4

 Allocation of Costs and Revenues; Distributions

Section 4.1.      Allocation Among Unitholders                                  

         The  Unitholders  (which term  includes,  for all  purposes  under this
Article 4, the General  Partner  with  respect to Units owned by it) shall share
the Partnership's revenues, gains, costs, expenses, losses and other charges and
liabilities  allocated  to them  pursuant  to the  subsequent  sections  of this
Article 4 pro rata in accordance with their respective sharing ratios.          

Section 4.2.  Allocation of Costs and Revenues  Between  Unitholders and General
Partner                                                                         

         (a) Except as otherwise provided in subsequent sections of this Article
4,  all  Partnership  costs  (including,   without  limitation,   Direct  Costs,
Administrative Costs, the costs of planning and developing the Consolidation and
presenting it to the equity owners of the Predecessor  Partnerships,  as well as
the costs of  organizing  the  Partnership  and the  costs of the  consolidation
itself) and revenues shall be allocated  3.03% to the General Partner and 96.97%
to the Unitholders.                                                             

         (b) The General  Partner  will be entitled  to  reimbursement  from the
Partnership  for the  Unitholders'  allocable  portion of all costs and expenses
incurred in connection with the  Partnership's  business and paid by the General
Partner,  and for the  Unitholders'  allocable  portion of all Direct  Costs and
Administrative  Costs;  provided,  however, that reimbursement of Administrative
Costs shall be limited to an annual maximum  reimbursable  amount equal to 2% of
aggregate Capital  Contributions to the Predecessor  Partnerships;  and provided
further, that reimbursement as Direct Costs of salaries of executive officers of
the General  Partner  for  professional  services  shall be limited to an annual
maximum  reimbursable amount equal to .4% of aggregate Capital  Contributions to
the Predecessor Partnerships.                                                   

         (c) Anything to the contrary in these  Articles  notwithstanding,  with
the  exception of Paragraph  (c) of Section 4.3, the General  Partner may reduce
its revenue  interest and  correspondingly  increase the revenue interest of the
Limited  Partners if  required  by law in order for the  General  Partner or its
affiliates                                                                      

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to participate in transactions  with the Partnership or its Limited  Partners or
for the  Partnership  to  participate  in  transactions  with  affiliates of the
General Partner or their limited partners.                                      

Section 4.3.      Special Allocations                                           

         The following special allocations shall be made in the following order:

         (a) Minimum Gain  Chargeback.  Except as otherwise  provided in Section
1.704-2(f) of the Treasury Regulations,  and notwithstanding any other provision
of this Article 4, if there is a net decrease in Partnership Minimum Gain during
any fiscal year, each Partner shall be specially  allocated items of Partnership
income and gain for such  fiscal  year (and,  if  necessary,  subsequent  Fiscal
Years)  in an  amount  equal  to such  Partner's  share of the net  decrease  in
Partnership  Minimum Gain,  determined in accordance  with Treasury  Regulations
Section 1.704-2(g).  Allocations pursuant to the previous sentence shall be made
in proportion to the respective amounts required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Treasury Regulations.  This
Section  4.3(a)  is  intended  to  comply  with  the  minimum  gain   chargeback
requirement  in Section  1.704-1(f)  of the  Treasury  Regulations  and shall be
interpreted consistently therewith.                                             

         (b) Partner Minimum Gain  Chargeback.  Except as otherwise  provided in
Section 1.704-1(I)(4) of the Treasury Regulations, and notwithstanding any other
provision of this  Article 4, if there is a net decrease in Partner  Nonrecourse
Debt Minimum Gain  attributable to a Partner  Nonrecourse Debt during any fiscal
year, each Partner who has a share of the Partner  Nonrecourse Debt Minimum Gain
attributable  to such Partner  Nonrecourse  Debt,  determined in accordance with
Section 1.704-2(I)(5) of the Treasury Regulations,  shall be specially allocated
items of  Partnership  income and gain for such fiscal year (and,  if necessary,
subsequent  fiscal years) in an amount equal to such Partner's  share of the net
decrease in Partner  Nonrecourse Debt Minimum Gain  attributable to such Partner
Nonrecourse  Debt,  determined in accordance with Treasury  Regulations  Section
1.704-2(I)(4).  Allocations  pursuant to the previous  sentence shall be made in
proportion to the  respective  amounts  required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with Sections 1.704-2(I)(4) and 1.704-2(j)(2) of the Treasury Regulations.  This
Section  4.3(b)  is  intended  to  comply  with  the  minimum  gain   chargeback
requirement in Section  1.704-2(I)(4)  of the Treasury  Regulations and shall be
interpreted consistently therewith.                                             

         (c)  Qualified  Income  Offset.   In  the  event  that  any  Unitholder
unexpectedly receives any adjustments,  allocations,  or distributions described
in Treasury Regulation Section 1.704-1(b)(2)(ii(d)(4),  (5), or (6), which would
cause the negative  balance in such  Unitholder's  Capital Account to exceed the
sum of (i) his obligation to restore a Capital Account deficit upon  liquidation
of the Partnership,  plus (ii) his distributive  share of Minimum Gain, items of
Partnership  income and gain shall be specially  allocated to such Unitholder in
an amount and manner  sufficient  to  eliminate,  to the extent  required by the
Treasury  Regulations,  such excess  negative  balance in his Capital Account as
quickly as possible, provided that an allocation pursuant to this Section 4.3(c)
shall be made only if and only to the extent that such  Unitholder  would have a
negative  balance in his Capital Account after all  allocations  provided for in
this Article 4 have been  tentatively made as if this Section 4.3(c) were not in
these  Articles.  This Section 4.3(c) is intended to comply with the alternative
test  for  economic  effect  in  Section  1.704-1(b)(2)(ii)(d)  of the  Treasury
Regulations and shall be interpreted consistently therewith.                    

         (d) Gross Income Allocation.  In the event any Unitholder has a deficit
Capital  Account at the end of any  fiscal  year that is in excess of the sum of
(i) the amount such Unitholder is obligated to restore pursuant to any provision
of this Agreement, and (ii) the amount such Unitholder is deemed to be obligated

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to restore  pursuant to the  Sections  1.704-2(g)(1)  and  1.704-2(I)(5)  of the
Treasury  Regulations,  such  Unitholder  shall be specially  allocated items of
Partnership income and gain in the amount of such excess as quickly as possible,
provided that an allocation  pursuant to this section  4.3(d) shall be made only
if and to the extent that such  Unitholder  would have a deficit Capital Account
in excess of such sum after all other allocations provided for in this Article 4
have been  tentatively  made as if Section 4.3(c) hereof and this section 4.3(d)
were not in these Articles.                                                     

         (e) Nonrecourse Deductions.  Nonrecourse Deductions for any fiscal year
shall be allocated pursuant to Sections 4.1 and 4.2.                            

         (f) Partner Nonrecourse Deductions.  Any Partner Nonrecourse Deductions
for any fiscal year shall be  specially  allocated  to the Partner who bears the
economic risk of loss with respect to the Partner Nonrecourse Debt to which such
Partner  Nonrecourse  Deductions are  attributable  in accordance  with Treasury
Regulations Section 1.704-2(I)(1).                                              

         For the  purposes of this  Section 4.3 and Section 4.4 the term Partner
shall include Unitholders to the extent necessary for allocations to comply with
the Treasury Regulations.                                                       

Section 4.4.      Curative Allocations                                          

          The allocations set forth in Sections 4.3(a),  4.3(b), 4.3(c), 4.3(d),
4.3(e),  and 4.3(f) and hereof (the  "Regulatory  Allocations")  are intended to
comply with certain requirements of the Treasury  Regulations.  It is the intent
of the Partners that, to the extent possible,  all Regulatory  Allocations shall
be offset either with other Regulatory  Allocations or with special  allocations
of other items of Partnership income,  gain, loss, or deduction pursuant to this
Section 4.4.  Therefore,  notwithstanding  any other provision of this Article 4
(other than the  Regulatory  Allocations),  the General  Partner shall make such
offsetting special allocations of Partnership income, gain, loss or deduction in
whatever  manner  it  determines  appropriate  so that,  after  such  offsetting
allocations are made,  each Partner's  Capital Account balance is, to the extent
possible,  equal to the Capital  Account  balance such Partner would have had if
the Regulatory  Allocations  were not part of these Articles and all Partnership
items were allocated  pursuant to Sections 4.1 and 4.2 hereof. In exercising its
discretion  under this Section 4.4, the General  Partner shall take into account
future Regulatory  Allocations  under Sections 4.3(a) and 4.3(b) that,  although
not yet made, are likely to offset other Regulatory  Allocations previously made
under Sections 4.3(e) and 4.3(f).                                               

Section 4.5.      Repayment of Partnership Borrowings                           

         Anything  to  the  contrary  in  these  Articles  notwithstanding,  the
repayment of  Partnership  borrowings  (exclusive  of  interest)  assumed by the
Partnership upon the acceptance of the assets and liabilities of the Predecessor
Partnerships and Partnership  borrowings (exclusive of interest) the proceeds of
which are used to acquire either  producing  properties or Units,  shall be made
out of the Unitholders' share of net revenues as set forth in this Article 4.   

Section 4.6.      Proceeds from the Sale of Property                            

         In the event any  Partnership  property is sold or exchanged other than
in a transaction described in Section 4.8, then the net proceeds of such sale or
exchange  (with net proceeds  meaning gross  proceeds less selling  expenses and
other costs associated with such transaction, if any) shall first be tentatively
allocated  to the  Unitholders  and the General  Partner as if such net proceeds
were revenues  allocated pursuant to Section 4.2 (the amount so allocated to the
General  Partner  being  referred  to in  this  Section  4.6 as  its  "tentative
allocation"). Such net proceeds shall then be allocated as follows:             

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                  (i) The Unitholders shall be credited with such portion of the
         net  proceeds  as  equals  the  amount at which  the  property  sold or
         exchanged  is  carried  on  the  books  of  the  Partnership  if it was
         purchased by the Partnership or, if contributed to the Partnership, its
         adjusted  basis  at the time of  contribution,  less  accumulated  cost
         recovery  deductions  with  respect  thereto,  in  proportion  to their
         interests  in  such  amount.  (For  purposes  of  this  paragraph,  the
         Unitholders'  interests  in  such  amount  shall  correspond  to  their
         respective  shares of the cost or  adjusted  basis of such  property as
         reflected on the Partnership's books, less the cost recovery deductions
         attributable  to such  property  charged  to their  respective  capital
accounts.)                                                    

                  (ii) The General  Partner shall then be allocated such portion
         of any  remaining  net  proceeds  as  equals  the  sum  of the  General
         Partner's tentative allocation and an amount equal to the excess of the
         sum of the General Partner's  tentative  allocations of the proceeds of
         all sales or  exchanges  of  Partnership  property  over the sum of the
         General  Partner's  actual  shares  of the  proceeds  of such  sales or
exchanges.                                                    

                  (iii) Any net proceeds  then  remaining  shall be allocated to
the Unitholders.                                                                

Section 4.7.      Reinvestment in Properties                                    

         Notwithstanding  the provisions of Section 4.6, if property is sold for
the purpose of providing  funds to acquire other  properties  and,  prior to the
closing for the sale of such  property,  the General  Partner has  earmarked the
property to be sold for such purpose,  then the gain  resulting from the sale of
such property (i.e.,  the amounts that would otherwise be allocated  pursuant to
Subparagraphs  (ii)  and  (iii)  of  Section  4.6)  shall  be  allocated  to the
Unitholders.                                                                    

Section 4.8.      Adjustments                                                   

         (a) If a transferee  of Units is permitted to exchange such Units for a
pro rata share of  Partnership  net assets  pursuant to Section 8.8, the General
Partner's and Unitholders' shares of costs and revenues shall be correspondingly
adjusted so that their sum shall equal 100%,  to take into  account the share of
such costs and revenues attributable to the distributed Partnership assets.     

         (b) If the  Partnership  purchases  Units pursuant to Article 6 and the
General Partner  determines that the Partnership  should cancel such Units,  the
General  Partner's  and  Unitholders'  shares  of costs  and  revenues  shall be
correspondingly  adjusted  so that  their sum  shall  equal  100%,  to take into
account the share of costs and revenues attributable to the canceled Units.     

         (c) If at any time it is determined that the allocation  provisions set
forth in this Article 4 do not result in the General  Partner being allocated at
least 1% of each material item of Partnership income,  gain, loss,  deduction or
credit, then this paragraph shall become operative and cause the General Partner
to be  allocated  so much  more of each of those  items  as will  cause it to be
allocated  at all times 1% of each such  material  item of  Partnership  income,
gain,  loss,  deduction or credit.  To the extent that additional cost items are
allocated to the General  Partner  pursuant to the preceding  sentence,  it will
contribute to the Partnership  sufficient  additional  funds as are necessary to
pay the  additionally  allocated  items;  provided,  however,  that any  special
allocations   made  pursuant  to  this  paragraph  shall  be  offset  by  future
allocations  so as to place the  General  Partner in the same  position as if no
special  allocations  had been made  pursuant to this  paragraph,  and any funds
contributed by the General  Partner to fund cost items  allocated to it shall be
distributed  at such time as the  offsetting  income  allocation  is made to the
General Partner.                                                                

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Section 4.9.      Distributions                                                 

         (a) Not less often than quarterly,  the General Partner will review the
Partnership's  accounts to determine whether cash distributions are appropriate.
The  Partnership  will  distribute  such cash funds as the General Partner deems
unnecessary  to retain in the  Partnership  to the  Unitholders in their sharing
ratios.  Cash distributions from the Partnership to the General Partner shall be
made only out of funds properly allocated to its account.                       

         (b)  Anything to the  contrary in these  Articles  notwithstanding,  if
withholding  of tax is required with regard to any income  attributable  to some
Partners or Unitholders and not to others,  then distributions of such income to
the Partners or Unitholders will be made to take the difference into account. In
addition, appropriate adjustments shall be made to the Partners' or Unitholders'
capital accounts if and to the extent required to give effect to the foregoing. 

 ARTICLE 5

 Tax Matters

Section 5.1.      Tax Accounting and Allocations                                

         (a) With  respect  to the  allocations  set forth in  Article 4, to the
extent  permitted by law and except as provided below,  (i) all income and gains
shall be allocated to the Partners (which term, for the purposes of this Article
5,  includes  the General  Partner  and the  Unitholders)  to whom the  revenues
resulting in the  realization of such income and gains are  allocated,  (ii) all
losses shall be allocated to the Partners in the same  proportion  as the losses
are actually borne by such  Partners,  (iii) all deductions and credits shall be
allocated  to the  Partners  charged  with the  expenditure  giving rise to such
deductions  or  credits,  and  (iv)  all  items of tax  preference  for  federal
alternative  minimum tax purposes  shall be  allocated to the Partners  credited
with the revenues  resulting in the  realization of the income,  gains or losses
giving  rise to such items of tax  preference  or charged  with the  expenditure
giving rise to the  deductions or credits to which such items of tax  preference
are attributable. To the extent permitted by law, each Partner shall be entitled
to his  distributive  share of  Partnership  income,  gain,  loss,  deduction or
credit,  or items of tax  preference,  in  computing  his taxable  income or tax
liability, to the exclusion of any other Partner.                               

         (b) Anything to the  contrary in these  Articles  notwithstanding,  but
except as provided in Paragraph (c) of this Section 5.1, to the extent permitted
by law, the adjusted basis of each  Partnership oil and gas property (as defined
in Section 614 of the Code) shall be  allocated  among the  Partners in the same
proportion  as such  Partners  contributed  to the cost of each such oil and gas
property.  Each Partner  shall  separately  report and keep records of its share
(determined  under Section 4.2) of the adjusted basis of, depletion with respect
to, and gains  (including  recapture)  or losses from the  disposition  of, each
Partnership  oil and gas  property,  with  appropriate  adjustments  thereto for
depletion taken by such Partner;  expenditures  made which increase the basis of
any  Partnership  oil and gas  property  shall be  allocated  to the Partners in
proportion to their  contributions to such  expenditures.  Such records shall be
furnished to the Partnership upon request.                                      

         (c) Anything to the contrary in these Articles notwithstanding,  in the
case of property  contributed  to the  Partnership  by any  Partner  pursuant to
Article 3, income,  gain,  losses and  deductions  will be  allocated  among the
Partners so as to take into account, pursuant to Section 704(c) of the Code, the
variation  between the fair market value and  adjusted  basis of property at the
time of its contribution to the Partnership.  In the event that Capital Accounts
are revalued  pursuant to Article 7 to reflect the admission of a new Partner or
withdrawal of a Partner,  subsequent  allocations of Partnership  income,  gain,
loss, and                                                                       

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deduction with respect to Partnership  assets  reflected in the Capital Accounts
shall take into account any variation  between the adjusted basis of such assets
and the fair market value of such assets at the date such revaluation  occurred.
Allocations  made pursuant to this paragraph shall be in accordance with Section
1.704-3 of the Treasury  Regulations and the General Partner shall be authorized
to  make  curative  or  remedial  allocations,   as  provided  in  the  Treasury
Regulations,  as  necessary  to cause such  allocations  to comply with  Section
1.704-3.  Adjusted basis of properties  contributed to the Partnership  that are
subject to depletion  shall be allocated  among the Partners in accordance  with
Sections  1.613A-3(e),  1.704- 1(b)(4)(v),  and 1.704-3 to take into account the
difference  between the adjusted basis of the contributed  property and its fair
market value on the date of contribution.  Similar  allocations shall be made in
the event that Capital Accounts are revalued pursuant to Article 7.             

         (d) In the event of a sale or assignment of Units (other than by reason
of a Unitholder's death), except to the extent that pursuant to a valid Treasury
Department Regulation a different method is required, the income, gains, losses,
deductions and credits of the Partnership for the fiscal year in which such sale
or  assignment  is  recognized  as provided  in Section  8.2 shall be  allocated
pro-rata between the assignor and assignee of such Units based on the periods of
time during such fiscal year that such Units were owned by each,  without regard
to the periods during such fiscal year in which such income, losses,  deductions
and credits of the Partnership were actually realized;  provided,  however, that
with  respect  to certain  "cash  basis  items",  including,  for this  purpose,
Partnership items of interest,  taxes,  payments for services,  payments for the
use of  property,  and any other items  designated  as "cash basis  items" under
Section 706 of the Code and the regulations promulgated  thereunder,  such items
shall be assigned to the appropriate  period to which they are  attributable and
by  allocating  such  assigned  portion  based  upon  the  interest  owned  by a
Unitholder during each such period.                                             

         (e) For the purposes of computing the Partners' capital  accounts,  all
cost  recovery   deductions   taken  into  account  for  purposes  of  computing
Partnership  income or loss  shall be  allocated  to the  Unitholders.  For this
purpose, cost recovery deductions include the Partnership's  deductions for cost
depletion, percentage depletion to the extent of the cost basis of the property,
depreciation, amortization and the like. Cost recovery deductions do not include
that portion of the cost of  Partnership  property that is taken into account in
computing gain or loss from sales or exchanges.                                 

Section 5.2.      Compensation Income                                           

         The parties hereby  acknowledge and agree that each Partner's  interest
in the  profits and losses of the  Partnership  is  attributable  solely to each
Partner's  contributions  to  the  capital  of  the  Predecessor   Partnerships,
including,  with respect to the General  Partner,  but without  limitation,  its
personal  liability  with  respect to  certain  liabilities  of the  Predecessor
Partnerships.  In the event, however, that any of the Partners is determined for
income tax  purposes  to have  received  all or any part of its  interest in the
profits and losses of the Partnership (as distinguished from its interest in the
capital of the  Partnership) as compensation  for services,  and, as a result of
such  determination,  is required to recognize  compensation  income for federal
and/or  state  income  tax  purposes  with  respect  to  such  interest  in  the
Partnership,  then, anything to the contrary in these Articles  notwithstanding,
any  corresponding  federal  and/or  state  income  tax  benefit  inuring to the
Partnership  as a  result  of  such  determination,  whether  in the  form  of a
deduction for compensation paid, a deduction for depreciation or amortization of
any of its assets,  or  otherwise,  shall be  allocated  for income tax purposes
solely to the Partners  required to  recognize  such  compensation  income in an
amount  which  bears the same ratio to any such income tax benefit as the amount
of such compensation  income required to be recognized by such Partners bears to
the total amount of such compensation income required to be recognized by all of
such Partners.                                                                  

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Section 5.3.      Tax Elections                                                 

         (a)  The  General  Partner  shall  on  the  first  federal  income  tax
information  return filed on behalf of the Partnership make a proper election to
treat as an expense all intangible  drilling and development costs in accordance
with the option  granted by Section  263(c) of the Code and, in its  discretion,
make any necessary election to treat as an expense any other amounts that may be
so  treated  under  applicable  provisions  of  the  Code  and  the  regulations
promulgated thereunder.                                                         

     (b) The  General  Partner  will  make the  election  at the time and in the
manner  set forth  under  Treas.  Reg.  ss.  1.704-1(b)(2)(iv)(k)(2)  to compute
simulated depletion on a property-by-property basis under the cost or percentage
method.                                                                         

         (c) No election shall be made by the  Partnership,  the General Partner
or any  Unitholder  to be excluded  from the  application  of the  provisions of
Subchapter K of the Code, or from any similar provision of state or local income
tax laws.                                                                       

         (d) Upon the transfer of all or part of a  Unitholder's  interest,  the
death  of an  individual  Unitholder,  or the  distribution  of any  Partnership
property  to any  party to  these  Articles,  the  Partnership,  at the  General
Partner's  option,  may make any  available  election  to cause the basis of the
Partnership  properties  to be  adjusted  for  federal  income tax  purposes  as
provided  by  Sections  734,  743 and 754,  respectively,  of the Code;  similar
elections under provisions of state and local income tax laws may be made at the
General Partner's option.                                                       

Section 5.4.      Administrative Matters                                        

         (a) Federal,  state and local  income (and other) tax returns  shall be
prepared and filed by the General Partner covering operations  reportable by the
Partnership.  The General  Partner shall use its best efforts in the preparation
and filing of such tax returns,  in the manner that the General Partner believes
will be most  advantageous to individual  taxpayers who are not "dealers" in oil
and gas properties for federal  income tax purposes.  The General  Partner shall
also cause to be prepared and distributed to all the Unitholders a Schedule K-1,
including such reports or computations necessary to compute depletion deductions
and gains and losses from  dispositions of Partnership  properties in respect of
each Unitholder.                                                                

         (b) The  General  Partner  shall  be the  tax  matters  partner  of the
Partnership  (within the meaning of Section 6231(a)(7) of the Code) empowered to
resolve the appropriate tax treatment of Partnership items of income,  deduction
or credit and to serve as the  primary  liaison  between  the  Internal  Revenue
Service and the Partnership and its Unitholders.                                

         (c) In the event the  Partnership  is  required  to  register as a "tax
shelter" under Section 6111 of the Code,  the General  Partner will complete and
file the appropriate  registration  documents with the Internal Revenue Service.
In addition, the General Partner will maintain a list of investors in accordance
with Section 6112 of the Code, and the regulations promulgated  thereunder,  and
shall be the person  designated  by the  Partners  to  maintain  a master  list,
including  the  identity of  Unitholder-transferees,  as reported to the General
Partner by Unitholder-transferors.                                              

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 ARTICLE 6

 Right to Present Units for Purchase

Section 6.1.      Right of Presentment                                          

         Unless  the  Units are  listed  on a stock  exchange  or  included  for
quotation on NASDAQ or a trading market for the Units otherwise develops, within
90 days after the completion of the  Consolidation and within 120 days after the
end of each calendar year thereafter, the General Partner will evaluate Units as
of the preceding  December 31 and mail a notice  setting forth a purchase  price
for the  Units,  determined  in the manner  set forth in  Section  6.3,  to each
Limited  Partner who has, since the previous  January 1st,  notified the General
Partner of a desire to present  his Units to the General  Partner  for  purchase
provided,  however,  that  the  initial  mailing  will be  sent  to all  Limited
Partners.  Each such notice from the General  Partner  will include a summary of
the reports of the Independent Experts referred to in Section 6.3, the asset and
liability items  considered in determining the purchase price and an explanation
of how the purchase price was calculated,  and will include a form of assignment
of Units to be presented for purchase.  If, for any reason,  less than all Units
presented at any one time are to be purchased, the Units to be purchased will be
selected  by lot.  Unitholders  who are not Limited  Partners  will not have the
right to present their Units to the General Partner pursuant to this Article 6. 

Section 6.2.      Manner of Exercise; Rescission                                

         Limited  Partners  desiring to present their Units for purchase must so
elect by returning the form of assignment, duly executed and completed, by mail,
postage  prepaid,  to the  General  Partner  within  thirty  (30) days after the
notification of the purchase price has been mailed by the General Partner.  As a
general rule,  the General  Partner will not purchase less than all of a Limited
Partner's  Units, but the General Partner may waive this requirement in its sole
discretion.  The effective  date of a sale of presented  Units shall be the date
upon  which the  General  Partner  mails the  purchase  price to the  presenting
Limited Partner,  which shall be no later than sixty (60) days after the receipt
by the General  Partner of such Limited  Partner's  duly  completed and executed
form of assignment.  No purchase will be considered effective until after a cash
payment has been made to the Limited Partner  presenting the Units for purchase.
A presenting Limited Partner may rescind the sale of his Units by giving written
notice to the  General  Partner  within  15 days  after  mailing  of his form of
assignment.                                                                     

Section 6.3.      Determination of Purchase Price                               

         (a) The purchase  price for Units  presented  for purchase  pursuant to
this  Article 6 will be based upon the  presenting  Limited  Partner's  indirect
interest  in a share  of the net  assets  and  liabilities  of the  Partnership,
calculated as of the preceding  December 31 (the  "Determination  Date"),  which
will include the sum of the following items:                                    

                  (i) an amount based on the discounted  present worth of future
         net  revenues  from the  Partnership's  proved  developed  reserves and
         proved undeveloped reserves, as determined in accordance with Paragraph
(b) of this Section 6.3;                                      

(ii)     cash on hand;                      

                  (iii) prepaid expenses and accounts receivable (discounted, if
   appropriate), less a reasonable amount for doubtful accounts; and

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                  (iv) the estimated  market value of all assets not  separately
         specified  above,  determined  in  accordance  with  standard  industry
valuation procedures.                                         

There will be  deducted  from the  foregoing  sum an amount  equal to all debts,
obligations  and  other   liabilities,   including  accrued  expenses,   of  the
Partnership,  attributable  to the capital  accounts of the  Unitholders and any
distributions to Unitholders  between the Determination Date and the date of the
calculation;  provided,  however,  that if any cash distributed was derived from
the sale of oil and gas  production  or a producing  property  subsequent to the
determination date, such distributions shall be discounted at the same rate used
to take into  account the risk factors  employed to  determine  the value of the
Partnership's proved reserves as set forth in Paragraph (b) of this Section 6.3.

         (b) The Partnership  will engage an Independent  Expert selected by the
General  Partner  to  estimate  the  future  net  revenues  attributable  to the
Partnership's  interest  in proved  developed  reserves  and proved  undeveloped
reserves.  In making this estimate,  the Independent Expert may employ price and
cost data and assumptions  furnished by the General Partner.  Costs will include
"windfall" or excess profits taxes, if any. Such independently prepared estimate
will evaluate those Partnership  properties generating  substantially all of the
Partnership's aggregate revenues.  Engineers on the General Partner's staff will
estimate  such  future  net  revenues  from  the  balance  of the  Partnership's
properties  employing  the same  parameters  as are employed by the  Independent
Expert. The amount attributable to Partnership reserves will be deemed to be 70%
of such estimated future net revenues in the case of proved developed  producing
reserves and, in the case of all other proved reserves, their "appraised value".
With  respect  to  such  other  proved  reserves,  a  discount  for  risk as the
Independent  Expert shall  reasonably  determine,  after taking into account the
nature and quality of such oil and gas interests and as reviewed and approved by
the  General  Partner,  will be applied to the  Partnership's  proved  developed
non-producing reserves and proved undeveloped reserves in arriving at "appraised
value".  The amount so determined  based upon the last report of the Independent
Expert will be adjusted by the General  Partner for  estimated  changes  therein
from the  Determination  Date to the  date of the  calculation  of the  purchase
price, (a) by reason of production,  sales of or additions to reserves and lease
and well  equipment,  the sale or  abandonment  of leases  and  similar  matters
occurring  after  the  Determination  Date,  and  (b)  by  reason  of any of the
following  occurring  prior  to the  date of the  calculation:  changes  in well
performance,  increases or decreases in the market price of oil or gas, revision
of regulations relating to oil imports,  changes in income, ad valorem and other
tax laws (e.g.,  material  variations in the provisions for depletion or minimum
tax  payments)  and similar  matters.  The share of the amount  attributable  to
Partnership  future net revenues  allocable to a particular  Unitholder's  Units
will then be  determined,  taking into account the changes in the  allocation of
Partnership  costs and revenues  described in Article 4. The result will then be
discounted  to present worth using an interest rate not in excess of 1% over the
then prime interest rate  announced by Texas Commerce Bank of Houston,  Houston,
Texas  to  its  most  preferred  commercial  customers.   If,  at  the  time  of
determination,  the  prevailing  prime rate of Texas Commerce Bank of Houston is
14% or more, the valuation  shall,  for  comparative  purposes  only,  state the
amount that would have been the purchase  price if it had been computed  using a
10% annual discount rate.                                                       

Section 6.4.      Other Purchasers                                              

         The General  Partner's  obligation to purchase  Units  pursuant to this
Article 6 may be  discharged  by payment of the  purchase  price to a presenting
Limited Partner by an affiliate of the General Partner or by a broker-dealer  or
other  person  selected  by the  General  Partner.  The Units of the  presenting
Limited  Partner will be  transferred  to the party who pays for them.  Only the
General  Partner,  however,  is obligated to purchase Units presented by Limited
Partners pursuant to this Article 6.                                            

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Section 6.5.      Legal Restrictions                                            

         Notwithstanding  anything to the  contrary set forth in this Article 6,
in the event the General  Partner's  obligation  to purchase  Units from Limited
Partners is found to violate any  existing or future laws or  legislation  or to
jeopardize the  classification  of the Partnership  under federal tax laws, such
obligation shall be eliminated to the extent inconsistent therewith.            

 ARTICLE 7

Books of Account and Reports

Section 7.1.      Capital Accounts                                              

         (a) The  Partnership  shall  maintain  accounts on the accrual basis of
accounting,  which method shall also be adopted for federal income tax purposes.
The  Partnership  shall  maintain a separate  Capital  Account for each  Partner
(which term, for the purposes of this Section 7.1,  includes the General Partner
and the Unitholders). The amount credited to the Capital Account of each Partner
at the inception of the Partnership  shall be an amount equal to the fair market
value of the assets net of liabilities  contributed by such Partner  pursuant to
Sections 3.1 and 3.2. The Capital Account of each Partner shall also be credited
with the fair market value of any other contributions to Partnership capital and
his distributive  share of Partnership income (including income exempt from tax)
and gains (or items  thereof),  and shall be charged  with (a) his  distributive
share of Partnership  losses and deductions (or items thereof),  (b) allocations
to him of expenditures of the Partnership  described in Section  705(a)(2)(B) of
the  Code,  and (c) the  amount  of any  cash or the  fair  market  value of any
property  (net of any  liabilities  assumed  by such  Partner  or to which  such
distributed  property  is  subject)  distributed  to  him.  Partnership  Capital
Accounts shall be maintained in accordance with Section 1.704-1(b)(2)(iv) of the
Treasury  Regulations and the provisions of this Section shall be interpreted in
accordance  therewith.  A Partner's  distributive  share shall be  determined in
accordance with Section 702 of the Code and Article 5, except as provided below.

         (b) For purposes of computing the Partners' Capital Accounts, simulated
depletion  deductions,  simulated gains, and simulated losses (as such terms are
defined in Section 1.704 - 1(b)(2)(iv)(k)(2) of the Treasury  Regulations) shall
be allocated among the Partners as they (or their predecessors in interest) were
allocated  the basis of  Partnership  oil and gas  properties  pursuant  to Code
Section  613A(c)(7)(D),   the  Treasury  Regulations  thereunder,   and  Section
1.704-1(b)(4)(v)   of  the   Regulations.   In  accordance   with  Code  Section
613(A)(c)(7)(D)   and  the   Treasury   Regulations   thereunder   and   Section
1.704-1(b)(4)(v)  of the  Regulations,  the  adjusted  basis for all oil and gas
properties shall be shared by the Partners in the same proportions as they share
Partnership income pursuant to Article 4.                                       

         (c) If an  adjustment  is made in a  Partner's  distributive  share  of
Partnership  income,  gain, loss, or deduction (or any items thereof),  and such
adjustment  is reflected in an amended  return  filed by the  Partnership  or is
reflected  in  an  agreement  between  the  Internal  Revenue  Service  and  the
Partnership,  then the capital  account of each Partner  shall be  recomputed to
reflect such  adjustment.  Capital accounts shall be adjusted in accordance with
Treas. Reg. ss.  1.704-1(b)(2)(iv)(m)  to reflect any adjustment to the basis of
Partnership  property  attributable to an election made pursuant to Sections 743
and 754 of the Code.                                                            

         (d) The General  Partner shall have the  authority to make  appropriate
adjustments  to the capital  accounts as necessary to reflect any changes to the
Partners'  capital  accounts  occurring  pursuant  to the  provisions  of  these
Articles.                                                                       

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         (e)  Upon  the  sale  or  other  disposition  of  an  interest  in  the
Partnership, the capital account of the transferor Partner which is attributable
to such interest shall carry over to the  transferee of such interest;  provided
that if a sale or other  disposition of an interest in the Partnership  causes a
termination of the Partnership within the meaning of Section 708(b)(1)(B) of the
Code,  the  capital  accounts  of the  Partners  shall  govern the  constructive
liquidation of the Partnership  pursuant to Treas.  Reg. ss. 1.708-  1(b)(1)(iv)
and upon the  constructive  reformation of the  Partnership  the capital account
balance of each Partner shall be  redetermined  in accordance  with this Section
7.1.                                                                            

         (f) The books and records of the  Partnership  shall include such other
separate  and  additional  accounts  for each  Partner as shall be  necessary to
reflect accurately the rights and interests of the respective Partners and shall
specifically  indicate  the name and  address of each  Partner and the amount of
Units held by him.                                                              

Section 7.2.      Books of Account and Annual Financial Reports                 

         The  General  Partner  shall  maintain  adequate  books and  records of
account which shall reflect all Partnership  transactions and be appropriate and
adequate to record truly and fully all  information  regarding  the state of the
Partnership's  business  and  financial  condition.  After  commencement  of the
Partnership's operations,  the books of the Partnership will be audited annually
by such firm of independent  certified public accountants as the General Partner
shall  designate.  Within 120 days after the close of the  Partnership's  fiscal
year,  the  General   Partner  shall  furnish  each  Unitholder  such  financial
statements as are  considered  necessary or advisable by the General  Partner to
advise all Unitholders  about their  investment in the  Partnership.  The annual
reports shall contain such  financial  information  prepared in accordance  with
generally accepted accounting principles as may be required from time to time by
the  United  States  Securities  and  Exchange  Commission,   including  in  the
following:                                                                      

         (a) Financial  statements,  including a balance sheet and statements of
operations,  partners'  capital  and cash  flows  prepared  in  accordance  with
generally  accepted  accounting  principals  and  accompanied  by a report of an
independent  certified  public  accountant  stating  that his  audit was made in
accordance with generally  accepted  auditing  standards and that in his opinion
such  financial  statements  present  fairly,  in  all  material  respects,  the
financial position, results of operations,  capital and cash flows in conformity
with generally accepted accounting principals;                                  

         (b) a summary itemization,  by type and/or  classification of the total
fees and compensation,  including any  administrative  cost  reimbursements  and
operating  fees,  paid  by the  Partnership,  or  indirectly  on  behalf  of the
Partnership,  or indirectly on behalf of the Partnership, to the General Partner
and  affiliates  of  the  General   Partner,   together  with  the  accountant's
attestation referred to in Section 7.3;                                         

         (c) a  description  of each property in which the  Partnership  owns an
interest,  including  the cost,  location,  number of acres  under lease and the
interest  owned  therein by the  Partnership,  except  succeeding  reports  need
contain only material changes, if any, regarding such property;                 

         (d) a description of all material farmouts,  farmins and joint ventures
made  during  the  period  of  the  report,   including  the  General  Partner's
justification for the arrangement and a description of the material terms;      

         (e) the  computation  of oil  and  gas  proved  reserves  described  in
Paragraph (c) of Section 7.5.                                                   

The  General  Partner  shall  also  deliver   necessary   income  tax  reporting
information  to  the  Unitholders   within  75  days  after  the  close  of  the
Partnership's fiscal year, which information shall include a separate section   

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specifying those items necessary for a Unitholder to determine the amount of his
depletion allowance with respect to Partnership properties.                     

Section 7.3.      Annual Reports of Operations                                  

         The  General  Partner  shall  furnish the  Unitholders  with (i) annual
reports of the Partnership's  operations which shall include,  to the extent not
provided in the annual report described in Section 7.2, a detailed  statement of
all  transactions  between  the  Partnership  and the  General  Partner  and its
affiliates  during the  preceding  fiscal  year,  showing  the  amounts  and the
consideration and  reimbursements  involved and (ii) a written  attestation from
the  Partnership's  independent  public  accountants  that  the  method  used to
allocate  Direct Costs and  Administrative  Costs was consistent with the method
described in these  Articles  and that the total amount of such Costs  allocated
did not materially exceed the amounts actually incurred by the General Partner. 

Section 7.4.      Other Reports                                                 

         (a) The General  Partner will furnish the  Unitholders  with  quarterly
Partnership cash receipts and disbursement statements.                          

         (b) The General  Partner will make available to the  Unitholders,  upon
request,  copies of reports filed by the  Partnership  with the  Securities  and
Exchange  Commission pursuant to the requirements of the Securities Exchange Act
of 1934, as amended.                                                            

         (c)  The  General  Partner  will  furnish  the  Unitholders  with,  and
concurrently  therewith file with the Office of the Commissioner of Corporations
of  the  State  of  California,  annual  and  semi-annual  reports  meeting  the
requirements  of Section  260.140.128.3  of Title 10 of the  California  Code of
Regulations.                                                                    

Section 7.5.      Access To and Preservation of Records                         

         (a) The  General  Partner  shall  permit  access to all  records of the
Partnership  for  inspection  and  copying  at the  Partnership's  office,  upon
reasonable  notice,  during normal business hours, to any Limited Partner and/or
his  accredited  representatives.  Notwithstanding  the  foregoing,  the General
Partner may keep logs, well reports and other drilling data  confidential  for a
reasonable period of time.                                                      

         (b) The General Partner shall maintain and preserve all accounts, books
and other relevant Partnership  documents during the term of the Partnership and
for four years thereafter.                                                      

         (c) The General  Partner  will compute the  Partnerships'  total proved
reserves of oil and gas, the dollar value  thereof at then  existing  prices and
each  Unitholder's  interest  in  such  reserve  value  annually.   The  reserve
computations  will be based  primarily  upon  engineering  reports  prepared  by
qualified independent petroleum consultants or engineers selected by the General
Partner. They will include, where practicable,  an estimate of the time required
for the extraction of such reserves and the present worth of such reserves, with
a statement that,  because of the time period required to extract such reserves,
the  present  value of  revenues  to be  obtained  in the future is less than if
immediately  receivable.  The General  Partner will provide to the Unitholders a
computation  and estimate of reserves of the Partnership as soon as possible and
in no event more than 90 days after the occurrence of an event other than normal
production leading to a reduction of such reserves of more than 10%.            

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         (d) The  Partnership  shall keep and maintain at its principal  office,
and upon five days  written  request by any  Partner  shall make  available  for
inspection  and  copying  (at  the  cost  of  the  requesting  Partner)  at  the
Partnership's  registered  office during ordinary  business  hours,  each of the
following:                                                                      

                  (i) An alphabetical list,  updated at least quarterly,  of the
         full name,  last known  business  address or home address,  business or
         home telephone number and the Partnership  interest of each Partner and
         the rights of each  Partner to vote.  On  request,  a copy of such list
         will be furnished to any limited partner or his  representative  within
         10 days of the request and upon payment of reasonable  reproduction and
         mailing  costs.  The  purpose for which a Partner may request a copy of
         the list include,  without  limitation,  matters  relating to Partners'
         voting  rights  under the  Partnership  and the  exercise of  Partners'
         rights under  Federal proxy laws.  If the General  Partner  neglects or
         refuses to exhibit,  produce,  or mail a copy of the list as requested,
         the General Partner shall be liable to any Partner  requesting the list
         for the costs,  including  attorneys fees, incurred by that Partner for
         compelling the production of the list, and for actual damages  suffered
         by any  Partner  by reason of such  refusal or  neglect.  It shall be a
         defense to any such claim  that the actual  purpose  and reason for the
         request for  inspection or for a copy of the list is to secure the list
         of Partner or other information for the purpose of selling such list or
         information  or copies  thereof,  or of using the same for a commercial
         purpose  other than in the  interest of the  applicant  as a Partner in
         connection with the affairs of the Partnership. The General Partner may
         require the Partner  requesting  the list to represent that the list is
         not  requested  for a commercial  purpose  unrelated  to the  Partner's
         interest in the Partnership.  The remedies provided by this Section 7.5
         to Partners requesting copies of the list are in addition to, and shall
         not in any way  limit,  other  remedies  available  to  Partners  under
Federal law, or the laws of any state;                        

                  (ii) A copy of the  Certificate  and all  amendments  thereto,
         together  with  executed  copies of any powers of attorney  pursuant to
which the Certificate or any amendment has been executed;     

                  (iii)  Copies of the  Partnership's  federal,  state and local
         income tax returns and  reports,  if any, for the three (3) most recent
years; and                                                    

                  (iv)  Copies  of  any  then  effective   written   partnership
         agreement and of any financial  statements of the  Partnership  for the
three (3) most recent years.                                  

         (e) The General  Partner  shall cause to be  maintained  records of the
information  upon  which was based the  determination  of the  suitability  of a
Unitholder to invest in each Predecessor  Partnership that commenced  operations
on or after September 11, 1990 of which he or she was a limited  partner,  for a
period of six years from the commencement of operations of each such Predecessor
Partnership.                                                                    

Section 7.6.      Additional Information Regarding Tax Basis                    

         To the extent the General Partner is required to determine the adjusted
tax basis of any  Partnership  property  with respect to which the Code requires
that  records  of  such  adjusted  tax  basis  be  kept  and  maintained  by the
Unitholders, the General Partner may request information regarding such adjusted
tax basis from the  Unitholders,  in writing,  and each Unitholder shall furnish
such  information  to the General  Partner  within 90 days after said request is
mailed by the General Partner.                                                  

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 ARTICLE 8

 Rights and Obligations of the Unitholders

Section 8.1.      Liability of Unitholders                                      

         Except as may  otherwise  be provided  under  applicable  state law, no
Unitholder shall be personally liable for any of the debts of the Partnership or
any of the losses  thereof in excess of his capital  investment and his share of
the  undistributed  net profits of the Partnership,  anything to the contrary in
these  Articles  notwithstanding.  No  Unitholder  shall  (i)  take  part in the
management  of the business or transact any business for the  Partnership;  (ii)
have the  power to sign  for or to bind  the  Partnership;  or (iii) be paid any
salary or have a drawing account.                                               

Section 8.2.      Transfer of Units                                             

         FOR CALIFORNIA  INVESTORS ONLY: "IT IS UNLAWFUL TO CONSUMMATE A SALE OR
         TRANSFER OF THIS SECURITY,  OR ANY INTEREST THEREIN,  OR TO RECEIVE ANY
         CONSIDERATION  THEREFOR,  WITHOUT  THE  PRIOR  WRITTEN  CONSENT  OF THE
         COMMISSIONER  OF  CORPORATIONS  OF THE STATE OF  CALIFORNIA,  EXCEPT AS
PERMITTED IN THE COMMISSIONER'S RULES."                       

         (a) Except as otherwise  provided in these  Articles,  a Unitholder may
assign, pledge or transfer his Units, but no such assignment, pledge or transfer
shall  be made or  given  effect  unless  it is in  compliance  with  applicable
securities  laws,  and no such  assignment,  pledge or transfer  shall release a
Limited Partner from his obligations under these Articles.                      

         (b) No  assignment  or transfer may be made,  other than to the General
Partner or by operation of law,  unless the transferor  assigns all of his Units
in the  Partnership  or after such  transfer  the  transferor  will own at least
$2,500 of Units ($2,000 for Individual  Retirement  Accounts or Keogh Plans) and
the  transferee  will  own at  least  $2,500  of Units  ($2,000  for  Individual
Retirement Accounts or Keogh Plans). In addition,  no assignment or transfer may
be made unless the  transferor  has first  reported  to the General  Partner the
name, address and taxpayer  identification number of the transferee;  the amount
of Units to be acquired by the transferee; the date on which the Units are to be
acquired;  the  transferee's  name;  and whether or not the transferee is (i) an
individual  citizen  of the  United  States  over  21  years  of  age or  (ii) a
corporation  organized  under the laws of the United States or a partnership  or
other  association  all of the  members of which are such  citizens of such age,
which  corporation  or association is authorized and otherwise duly qualified to
hold federal and other oil and gas leases,  other real and personal property and
interests  therein or (iii) a  fiduciary  that would  qualify  under (i) or (ii)
above  and  that is  acting  for  beneficiaries  that  would so  qualify  or are
non-alien minors.                                                               

         (c) The General Partner shall have the right to refuse to recognize any
sale,  exchange,  or other  transfer of Units if it believes  that such transfer
occurred on a secondary market or the substantial  equivalent thereof within the
meaning of Section 7704 of the Code.                                            

         (d) Subject to the foregoing  restrictions,  the General  Partner shall
recognize  the  assignment  of Units as of the last day of the calendar  quarter
following receipt of notice of such assignment and all documentation required by
Section 8.3.                                                                    

         (e) For purposes of these Articles, any transfer of Units or any rights
attributable  thereto,  whether  voluntary  or by  operation  of law,  shall  be
considered an assignment of Units.                                              

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         (f) The General  Partner  shall be the  Limited  Partner of record with
respect to all Units held by Unitholders who are not admitted to the Partnership
as Limited  Partners;  provided,  however,  that any voting rights to which such
Unitholders  would be entitled  were they Limited  Partners will be exercised by
the  General  Partner in  proportion  to the votes cast by  Unitholders  who are
Limited Partners.                                                               

Section 8.3.      Transfer Documents Required                                   

         (a) The  sale or  assignment  of  Units by a  Unitholder  shall  not be
effective  until the  assignor and assignee  execute all such  certificates  and
other  documents  and  perform  all such acts as the  General  Partner  may deem
appropriate  to preserve the limited  liability of the  Unitholders  and the tax
status of the Partnership  after the completion of such sale or assignment.  The
assignor and assignee of Units shall each represent to the General  Partner that
the sale,  exchange,  or other  transfer  of Units did not, to the best of their
knowledge,  occur on a secondary  market or the substantial  equivalent  thereof
(within the meaning of Section 7704 of the Code), unless the General Partner, in
its  sole  discretion,   waives  such  requirement.  Upon  the  request  of  any
Unitholder,   the  General  Partner  will  provide  appropriate  forms  for  the
assignment  of Units,  including  a copy of the  statement  such  Unitholder  is
required  to  provide  to an  assignee  under  ss.  6112  of the  Code  and  the
regulations  promulgated thereunder,  if applicable,  to inform such assignee of
the  requirement  that  such  assignee  either  maintain  a list  of  subsequent
transferees or designate the General Partner to do so on his behalf.            

         (b) A Person who is the assignee of Units of a Unitholder, but who does
not become a  "Substituted  Limited  Partner",  as described in Section 8.5, and
desires to make a further  assignment of such Units, shall be subject to all the
provisions  of this  Article 8 to the same  extent and in the same manner as any
Limited Partner desiring to make an assignment of Units held by him.            

Section 8.4.      Death or Incapacity of Unitholders                            

         If a Unitholder dies, his executor, administrator or trustee, or, if he
is adjudicated incompetent,  his committee,  guardian or conservator,  or, if he
becomes  bankrupt,  the trustee or  receiver  of his estate,  shall have all the
rights and  obligations  of a Unitholder for the purpose of settling or managing
his estate and such power as the  incapacitated  Unitholder  possessed to assign
all or any part of the  Units  held by him and to join  with  such  assignee  in
satisfying  conditions precedent to such assignee becoming a Substituted Limited
Partner.  The  death or  incapacity  or  bankruptcy  of a  Unitholder  shall not
dissolve the Partnership.                                                       

Section 8.5.      Substituted Limited Partners                                  

         (a)  Subject to receipt of the  consent of the  General  Partner,  each
Limited  Partner  shall  have the right to  substitute  a  purchaser,  assignee,
transferee,  donee,  heir,  legatee or other recipient of his Units as a Limited
Partner in his place.  The  General  Partner's  consent  may be  withheld in the
General  Partner's  sole  discretion,  but only if the  transfer  occurred  on a
secondary  market or the substantial  equivalent  thereof (within the meaning of
Section 7704 of the Code),  would  jeopardize the status of the Partnership as a
partnership  for federal  income tax purposes,  would cause a termination of the
Partnership  within the meaning of Section 708(b) of the Code, or would violate,
or cause the Partnership to violate,  any applicable law or governmental rule or
regulation.  The  General  Partner  shall be  entitled  to rely on the advice of
counsel in making such a  determination.  In  addition,  the  General  Partner's
consent  may be withheld  in the event the new  Unitholder  does not agree or is
unable  to make  the  representations,  warranties,  certifications,  covenants,
agreements and  designations set forth and referred to in Section 10.1. Any such
consent  by the  General  Partner  shall be  binding  and  conclusive.  When the
substitution  of a Limited  Partner  becomes  effective,  the assigning  Limited
Partner shall be relieved of his obligations under these Articles to the extent 

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permitted by law with respect to the assigned  Units.  The  Substituted  Limited
Partner must reimburse the Partnership for filing fees and other expenses of the
substitution or addition.                                                       

         (b) By executing these  Articles,  each Limited Partner shall be deemed
to have consented to any substitution to which the General Partner consents.    

         (c) A Limited  Partner may assign all or any  undivided  portion of his
right to receive  distributions  (including  distributions  of capital) from the
Partnership without having his assignee  substituted as a Limited Partner in his
place,  provided  (i) the  transfer  did not occur on a secondary  market or the
substantial  equivalent thereof (within the meaning of Section 7704 of the Code)
or the General Partner,  in its sole discretion,  waives such requirement,  (ii)
the transfer  would not cause a  termination  of the  Partnership  under Section
708(b)  of  the  Code,  jeopardize  the  tax  status  of  the  Partnership  as a
partnership,  or  violate  or  cause  the  Partnership  to  violate  any  law or
governmental  regulation;  (iii) such assignment shall not release the assigning
Limited Partner from any of his liabilities under these Articles; (iv) if two or
more persons are to receive such  distributions,  such  persons,  if the General
Partner  so  requests,   shall   jointly   designate  one  agent  to  whom  such
distributions  are to be  made  for  their  account;  (v)  the  requirements  of
Paragraph  (b) of Section 8.2 have been met;  and (vi) the  General  Partner has
received a certified copy of such assignment.                                   

         (d) The  General  Partner  shall  amend its  records at least once each
calendar quarter to effect the substitution of Limited Partners, if any.        

Section 8.6.      Voting Rights                                                 

         (a) By vote of a majority  in interest  of the  Limited  Partners,  the
Limited  Partners may (i) amend these  Articles  pursuant to Section 13.1;  (ii)
dissolve the  Partnership;  (iii) approve or disapprove a Roll-up or the sale of
all or  substantially  all of the  assets of the  Partnership  other than in the
ordinary course of the Partnership's  business; (iv) remove the General Partner;
(v) provided that in the opinion of counsel for the Limited Partners such action
will  not  violate  the Act,  result  in the  loss of any  Unitholder's  limited
liability or adversely  affect the federal income tax status of the Partnership,
cancel any contract  described in Paragraph  (h) of Section 9.2 without  penalty
upon 60 days notice and (vi) elect a liquidator in the event of the  dissolution
of the  Partnership  by reason of an event of withdrawal (as defined in the Act)
of the General Partner.                                                         

         (b) By a vote of  two-thirds in interest of the Limited  Partners,  the
Limited  Partners may approve or  disapprove  the  selection of an additional or
successor general partner.                                                      

         (c)  The  General  Partner  will  abstain  from  voting  its  Units  in
connection with any vote of the Limited Partners pursuant to clauses (iv) or (v)
of Paragraph (a) of this Section 8.6.  Notwithstanding  anything to the contrary
contained  herein,  in determining  the requisite  percentage in interest of the
Units  necessary to approve a matter in which the General  Partner may not vote,
any Units  owned by the  General  Partner  shall not be  included.  The  General
Partner will also abstain from voting on any matter  whatsoever,  those Units it
acquired as a Limited Partner in liquidation of limited partnership interests in
a Predecessor  Partnership  that were acquired by the General Partner within two
years  from the  date of the  commencement  of  operations  of such  Predecessor
Partnership,  if the  agreement  of  limited  partnership  of  such  Predecessor
Partnership included a provision to such effect.                                

         (d) Within ninety (90) days after an event of withdrawal of the General
Partner,  two-thirds in interest of the Limited Partners or more may, in lieu of
electing a liquidator,  agree in writing to continue the Partnership's  business
and to the appointment of a successor General Partner pursuant to Section 11.1. 

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         (e) If any  approval of action by vote of a majority or  two-thirds  in
interest of the Limited  Partners would violate the Act or adversely  affect the
Limited  Partners' limited liability or the Partnership's tax status but, in the
opinion of the aforementioned  counsel, the same approval upon unanimous consent
would not, such action may be taken upon receipt of such unanimous approval.    

         (f) The General Partner, as general partner, will concur in any vote of
the Limited Partners taken under this Section 8.6 and shall execute an amendment
to the  Certificate  and any other  documents  required  to give  effect to such
action  unless the effect of the action  would be to increase  the  liability or
obligations  of the  General  Partner  or affect its  rights  and  interests  in
profits,  losses and  capital of the  Partnership  or alter  federal  income tax
allocations under these Articles.                                               

         (g) In connection  with any vote of the Limited  Partners to approve or
disapprove  a Roll-up  pursuant  to  paragraph  (a) of this  Section  8.6,  if a
majority of the Limited Partners who vote on the matter,  other than the General
Partner, vote to disapprove the Roll-up, the Roll-up will not be approved.      

         (h) Any opinion of counsel  required  pursuant to Paragraphs  (a)(v) or
(e) of this Section 8.6 shall be paid for by the Partnership.                   

Section 8.7.      Consents, Meetings and Submissions to Limited Partners        

         (a) Any vote or consent  required by these Articles may be given (i) by
a written  consent of the consenting  Partner prior to, at the time of, or after
the doing of the act or thing for which the consent is solicited, or (ii) by the
affirmative vote by the consenting  Partner to the doing of the act or thing for
which the  consent is  solicited  at any  meeting  called and held  pursuant  to
Paragraph (b) of this Section 8.7 to consider the doing of such act or thing.   

         (b) Any matter,  including  those  matters  referred to in Section 8.6,
with respect to which the consent of the Limited  Partners is  solicited  may be
considered at a meeting of the Partners at which a quorum consisting of at least
a majority in interest of all Limited Partners is present in person or by proxy,
provided  such  meeting  is held not less  than 30 nor more  than 60 days  after
notification  thereof  shall  have  been  given by the  General  Partner  to all
Partners;  provided,  however, that the date for notice of such a meeting may be
extended for a period of up to 60 days, if in the opinion of the General Partner
such additional time is necessary to permit  preparation of proxy or information
statements or other  documents  required to be delivered in connection with such
meeting  by  the  Securities  and  Exchange   Commission  or  other   regulatory
authorities.  Such  notice  (i) may be  given  by the  General  Partner,  in its
discretion,  at any time, and (ii) shall be given by the General  Partner within
15 days  after  receipt by it of a request  for a meeting  to  consider a matter
referred to in Section 8.6  endorsed in writing by not less than 10% in interest
of the Limited  Partners.  Any request so endorsed and  submitted to the Limited
Partners by the General Partner may be accompanied by the recommendations of the
General  Partner as to adoption  of the  proposed  action  and/or the opinion of
counsel  referred  to in Section 8.6 and such other  information  as the General
Partner  deems  appropriate.  Such meeting shall be held either at the principal
office of the Partnership or the General Partner or such other location as shall
be specified by the General Partner.                                            

         (c) The General  Partner shall give all the Limited  Partners notice of
any proposal or other matter  required by any provision of these  Articles or by
law to be submitted for the  consideration and approval of the Limited Partners.
Such notice shall include any information required by the relevant provisions of
these Articles or by law.                                                       

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     (d) The General  Partner may, in accordance with the provisions of the Act,
fix, in advance,  a date as the record date for  determining  the  Partnership's
Limited  Partners  with  regard  to any  Partnership  action  or event  and,  in
particular, for determining the Limited Partners entitled:                      

     (i) to be  notified  of or to vote at any  meeting of the  Partners  or any
adjournment thereof or to consent in writing to any action without a meeting; or

(ii) to receive payment of any distribution or allotment of any right.

     (e) On any  matter  requiring  a vote  by or  the  consent  of the  Limited
Partners,  the Limited  Partners'  respective  interests  shall be determined in
accordance with their sharing  ratios;  provided,  however,  that if the General
Partner  is  required  to  abstain  from  voting  any of its Units  pursuant  to
Paragraph (b) of Section 8.6 on any matter,  then for the purpose of determining
the  Limited  Partners'  respective  interests  for  that  matter,  the  Limited
Partners'  sharing  ratios shall be  determined by treating such Units as though
they were not owned by any Partner of the Partnership.                          

Section 8.8.      Exchange for Assets                                           

         (a)  Transferees of Units that have been presented by a Limited Partner
pursuant  to Article 6 will have the right,  at the sole  option of the  General
Partner and at such time as the General Partner shall approve, to surrender such
Units in exchange for the pro rata share of Partnership net assets  attributable
to such Units.  The pro rata share of  Partnership  net assets  attributable  to
Units  shall be  assigned  subject  to a pro rata  share of all  liens and other
encumbrances burdening such assets. Such pro rata share shall be that percentage
of  Partnership  net assets which would have been  distributed  to the holder of
such Units if the Partnership had been liquidated  pursuant to the provisions of
Article 11 immediately prior to the exchange.                                   

         (b) If 25% or more of the Units in the  Partnership are exchanged for a
pro rata share of  Partnership  net assets  pursuant  to  Paragraph  (a) of this
Section  8.8,  then the  General  Partner  will  submit to a vote of the Limited
Partners a proposal  to  dissolve  the  Partnership  and  liquidate  pursuant to
Section 11.2.                                                                   

Section 8.9.      Purchase of Units by General Partner                          

         If at any time the General Partner determines that any  representation,
warranty, certification, covenant, agreement or designation made by or requested
of a Unitholder to the General  Partner was false when made,  has been breached,
or would be false if made at a later time, or that a Unitholder is otherwise not
qualified  to  hold  interests  in  federal  oil and gas  leases,  or  otherwise
jeopardizes  the  Partnership's  tax status or the  limited  liability  of other
Unitholders,  then the General Partner,  or any person designated by the General
Partner, shall have the right, but not the obligation,  to purchase the Units of
such  Unitholder  at a price equal to the most recent  purchase  price  therefor
determined in accordance  with Article 6, or, such purchase  occurs prior to the
first  determination of a purchase price pursuant to Article 6, at a price equal
to the  "exchange  value" of such  Units in the  Consolidation,  or if a trading
market for the Units has developed  such that no such price has been  determined
as of the  preceding  December  31, at the then  current  market  price for such
Units.                                                                          

Section 8.10.     Appraisal and Compensation                                    

         (a) In connection with a proposed  roll-up,  the appraised value of all
Partnership  properties  and other assets will be determined  by an  Independent
Expert selected by the General Partner as of a date                             

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immediately  prior to the announcement of the proposed roll-up  transaction.  If
the appraisal is to be included in a prospectus  used to offer the securities of
a roll-up  entity,  the appraisal will be filed with the Securities and Exchange
Commission as an exhibit to the  Registration  Statement for such offering.  The
appraisal of such properties and other assets will assume an orderly liquidation
of Partnership assets over a 12 month period. The terms of the engagement of the
Independent  Expert will clearly state that the engagement is for the benefit of
the  Partnership  and its Partners.  A summary of the appraisal,  indicating all
material assumptions  underlying the appraisal,  will be included in a report to
the Limited Partners in connection with the proposed roll-up.                   

         (b) In connection with a proposed  roll-up,  the person  sponsoring the
roll-up  shall  offer the Limited  Partners  who vote "no" on the  proposal  the
choice of (1) accepting  the  securities  of the roll-up  entity  offered in the
proposed  roll-up;  or (2) one of the  following:  (A)  remaining  as a  Limited
Partner  in  the  Partnership  on the  same  terms  and  conditions  as  existed
previously;  or (B) receiving  cash in an amount equal to the Limited  Partner's
pro-rata share of the appraised  value  determined  under  Paragraph (a) of this
Section 8.10, except that in the event that any Partnership  Properties or other
assets are sold to provide  cash to pay such  Limited  Partners,  there shall be
made such  adjustments to the appraised value as may be necessary to give effect
to  the  prices  actually  received  in  lieu  of  the  appraised  value  of the
Partnership properties and other assets that are sold.                          

         (c) The Partnership  will not participate in any proposed roll-up which
would  result in the  Limited  Partners  having  fewer  democracy  rights in the
roll-up entity than those provided for in these Articles.  If the roll-up entity
is not a limited  partnership,  the democracy rights of the equity owners in the
roll-up  entity will  correspond to the democracy  rights  provided for in these
Articles to the greatest extent possible.                                       

         (d) The Partnership  will not participate in any proposed roll-up which
includes  provisions  which would operate to materially  impede or frustrate the
accumulation by any purchaser of the securities of the roll-up entity (except to
the minimum extent  necessary to preserve the tax status of the roll-up entity).
The Partnership  will not participate in any proposed  roll-up which would limit
the ability of the equity  owners of the roll-up  entity to exercise  the voting
rights of their  securities  of the roll-up  entity on the basis of the share of
the total equity of the roll-up entity held by such equity owners.              

         (e) The  Partnership  will not  participate in any proposed  roll-up in
which the equity owners of the roll-up  entity will have rights of access to the
records of the roll-up  entity less  extensive  that those provided for in these
Articles.                                                                       

         (f) The  Partnership  will not  participate in any proposed  roll-up in
which any of the costs of the  transaction  will be borne by the  Partnership if
the roll-up is not approved by the Limited Partners.                            

 ARTICLE 9

 Rights and Obligations of the General Partner

Section 9.1.      Powers of the General Partner                                 

         The General Partner shall have full,  exclusive and complete discretion
to manage and control the business and operations of the  Partnership  and shall
have  power and  authority  to do all things  necessary  or  advisable  for such
purpose.  By way of  illustration  and  not by way of  limitation,  the  General
Partner shall have full power and authority to acquire, sell, exchange, transfer
and abandon  properties,  products and facilities in the ordinary  course of the
Partnership's business, to invest Partnership funds temporarily                 

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in investments having a prudently obtainable yield, to borrow money and to grant
security interests in Partnership assets, to procure and maintain such insurance
as may be available, in such amounts and covering such risks as are, in its sole
judgment, appropriate, to cause the Partnership to purchase Units as provided in
Article  6, to cause the  Partnership  to become a  participant  or a general or
limited partner in one or more joint ventures, partnerships or other enterprises
formed to conduct business of the sort in which the Partnership may engage, and,
if not in the  ordinary  course  of the  Partnership's  business,  then with the
approval of a majority in interest of the Limited Partners, to sell or otherwise
dispose of all or substantially all of the assets of the Partnership.           

Section 9.2.      Certain Transactions                                          

         The General  Partner may engage in the following  kinds of transactions
on behalf of the Partnership and the Unitholders with any Person, whether or not
such Person is the General  Partner or is an affiliate  of the General  Partner,
subject to the following limitations:                                           

         (a) The General  Partner may enter into operating  agreements  covering
Partnership  properties  pursuant to a model form operating  agreement issued by
the American  Association of Petroleum  Landmen and an accounting  procedure for
joint  operations  issued by the Council of Petroleum  Accountants  Societies of
North  America  customary  and  usual  for  the  geographic  area in  which  the
properties are located.  The consideration to be received by the General Partner
or any Person that is an affiliate of the General Partner for acting as operator
shall include a charge for Direct Costs and Administrative Costs, but may not be
in  excess  of the  competitive  rate or  duplicative  of any  consideration  or
reimbursement  received pursuant to the other provisions of these Articles.  The
General  Partner may not benefit itself by  interpositioning  itself between the
Partnership and the actual provider of operator services.                       

         (b) Neither the General Partner nor its affiliates shall sell, transfer
or convey  any  property  to or  purchase  any  property  from the  Partnership,
directly  or  indirectly,  except  pursuant  to  transactions  that are fair and
reasonable  to the  Unitholders.  Any purchase  from the General  Partner or its
affiliates (other than an affiliated limited partnership,  in which the economic
interest of the  General  Partner is  substantially  similar to or less than its
economic  interest in the Partnership) must be consistent with the objectives of
the Partnership.                                                                

                  (i) If the  property  to be  sold  to the  Partnership  by the
         General  Partner or any of its  affiliates  has been held for less than
         two (2) years and there have not been significant  expenditures made in
         connection  with the property,  any such  purchase  (other than from an
         affiliated  limited  partnership in which the economic  interest of the
         General Partner is  substantially  similar to or less than its economic
         interest in the  Partnership)  must be made at Cost,  as  adjusted  for
         intervening  operations,  unless  the  General  Partner  has  reason to
         believe that such adjusted Cost is materially more than the fair market
         value of such  property,  in which case such purchase  shall be made at
fair market value.                                            

                  (ii) If the  property  to be sold  to the  Partnership  by the
         General  Partner or any of its  affiliates  has been held for less than
         six (6) months and there have not been significant expenditures made in
         connection with the property,  any purchase from an affiliated  limited
         partnership  in which the economic  interest of the General  Partner is
         substantially  similar  to or less than its  economic  interest  in the
         Partnership  will be at Cost, as adjusted for  intervening  operations,
         unless the  General  Partner has reason to believe  that such  adjusted
         Cost is materially more than the fair market value of such property, in
which case such purchase shall be made at fair market value.  

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                  (iii) Any  other  purchase  from the  General  Partner  or its
         affiliates  (including limited  partnership  affiliates) will be at not
more than fair market value.                                  

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                  (iv)  Any  sale,  transfer  or  conveyance  of an  undeveloped
         leasehold  interest from the  Partnership to the General  Partner or an
         affiliate  of the General  Partner,  other than an  affiliated  limited
       partnership, must be made at the higher of Cost or fair market value.

                  (v) Other than a transfer in connection with farmouts or joint
         ventures made in compliance  with this Section 9.2, any sale,  transfer
         or conveyance  of an  undeveloped  leasehold  interest to an affiliated
         limited  partnership  formed for the purpose of drilling on undeveloped
         leasehold  interests must be made at Cost,  unless the General  Partner
         has cause to believe that Cost is materially  more than the fair market
         value of such property,  in which case such transfer should be made for
         a price not in excess of its fair market value;  provided  however,  if
         the  Partnership  has held the property for more than two years and the
         economic  interest of the  General  Partner in the  affiliated  limited
         partnership  is  substantially  similar to, or less than,  its economic
         interest in the  Partnership,  the  transfer may be made at fair market
value.                                                        

                  (vi) Any sale, transfer, or conveyance of a producing property
         from the Partnership to the General Partner or an affiliate, other than
         an affiliated limited partnership in which the economic interest of the
         General Partner is  substantially  similar to or less than its economic
         interest  in  the  Partnership,   shall  not  be  permitted  except  in
         connection  with the  liquidation of the  Partnership  and then only at
fair market value.                                            

                  (vii) Except in  connection  with  farmouts or joint  ventures
         made in  compliance  with this  Section  9.2, a transfer of any type of
         property from the Partnership to an affiliated  production  purchase or
         income program limited partnership must be made at fair market value if
         the  property  has been held for more than six (6) months or there have
         been  significant  expenditures  made in connection  with the property.
         Otherwise,  if the General  Partner deems it to be in the best interest
         of the  Partnership,  the transfer may be made at Cost, as adjusted for
intervening operations.                                       

Except as provided in the preceding  sentence,  any determination of fair market
value as required by the provisions of this Paragraph (b) of Section 9.2 must be
supported by an appraisal  from an  Independent  Expert  selected by the General
Partner on behalf of the Partnership. Such opinion and any associated supporting
information  must be maintained in the records of the  Partnership  for at least
six (6) years.                                                                  

         (c)  A  development  well  may  be  drilled  on  undeveloped  leasehold
interests  acquired by the  Partnership in the vicinity of producing  properties
purchased by the Partnership  when, in the opinion of the General  Partner,  the
drilling of such a well is warranted. Undeveloped leasehold interests not in the
vicinity of producing properties  purchased by the Partnership  subsequently may
be sold.                                                                        

         (d) Except as provided in this  Section  9.2 (in  particular  Paragraph
(b)), the Partnership  shall not purchase  properties from or sell properties to
any other affiliated limited partnership.  This prohibition,  however, shall not
apply to purchase of property  through  participation in joint ventures with the
General Partner and/or such affiliated limited  partnerships,  provided that the
respective obligations and revenue sharing of all parties to the transaction are
substantially  proportionate  to their  respective  participation  in the  joint
venture  and the  compensation  arrangement  or any other  interest  or right of
either the General  Partner or its affiliates is  substantially  similar in each
affiliated limited partnership,  or, if different, the aggregate compensation of
the General  Partner and its  affiliates  associated  with the  property and any
direct and indirect  ownership interest in the property may not exceed the lower
of the  compensation  and  ownership  interest  the General  Partner  and/or its
affiliates  could receive if the property were  separately  owned or retained by
either one of the limited partnership affiliates.  In addition, there will be no
duplication or increase in organization and offering  expenses,  compensation to
the General Partner,                                                            

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Partnership  expenses  or other  fees and costs;  there  will be no  substantive
alteration  in the fiduciary and  contractual  relationship  between the General
Partner and the  Unitholders;  and there will be no  diminishment  in the voting
rights of the Limited Partners.                                                 

         (e) The General  Partner may farm out the  Partnership's  interests  in
oil, gas and other properties. However, the General Partner may not farm out any
well for the primary purpose of avoiding  payment of costs relating to such well
allocable  to the  General  Partner  pursuant  to these  Articles  or unless the
General Partner  exercising the standard of a prudent operator,  determines that
(i) the Partnership  lacks  sufficient funds to drill the well and cannot obtain
suitable  alternative  financing for such  drilling;  (ii) the property has been
downgraded by events  occurring after its acquisition by the Partnership so that
drilling would no longer be desirable for the Partnership; (iii) drilling on the
property  would  result  in an  excessive  concentration  of  Partnership  funds
creating in the General  Partner's  opinion undue risks to the  Partnership;  or
(iv) the best interests of the  Partnership  would be served by the farmout.  If
the drilling of a Partnership well is farmed out, the Partnership will obtain or
retain such economic  interests and concessions as a reasonably prudent operator
would or could obtain or retain under the circumstances.                        

         (f) The  General  Partner  may,  on behalf of the  Partnership,  borrow
money, either unsecured or secured by Partnership assets and income. Any loan to
the  Partnership by the General  Partner or an affiliate of the General  Partner
will bear  interest  in an amount  which  shall not exceed the lesser of (i) the
General Partner's or such affiliate's interest cost from time to time during the
term of such  loan,  (ii) the rate which  would be  charged  to the  Partnership
(without reference to the General Partner's  financial  abilities or guarantees)
by  unrelated  banks on  comparable  loans  for the same  purposes  or (iii) the
maximum  lawful  rate.  The  General  Partner  may not  receive  points or other
financing charges or fees, regardless of amount, on any loans it may make to the
Partnership.  When two or more Partnerships  participate in the same transaction
and  financing  is  obtained  for the  benefit of all of the  participants,  the
Partnership  shall become liable to pay only its pro rata share of the loan, and
its interest in the properties purchased shall be mortgaged only as security for
the  share  of the  loan  for  which  it  becomes  liable.  Notwithstanding  the
provisions  of this  Paragraph,  no  creditor of the  Partnership  shall have or
acquire as a result of making any nonrecourse loan to the Partnership any direct
or indirect  interest  in the  profits,  capital or property of the  Partnership
other than as a secured party.  The Partnership  shall not make loans or advance
payments to the General Partner or any of its affiliates  except that affiliates
may make  advance  payments  where  necessary  to secure tax benefits of prepaid
drilling costs. These payments, if any, shall not include nonrefundable payments
for completion  costs prior to the time that a decision is made that the well or
wells  warrant a  completion  attempt.  The  General  Partner may not pledge any
Partnership  properties  as  security  for loans to the  General  Partner or its
affiliates.                                                                     

         (g) The General Partner may render or obtain  geological,  geophysical,
engineering,  land,  legal,  operating and other  technical  services,  studies,
evaluations,  bookkeeping,  accounting,  data processing,  reporting and similar
services  relating  to the  conduct  of the  Partnership's  operations  and  the
business affairs of the Unitholders. If any such service, study or evaluation is
rendered by the General  Partner or obtained  from an  affiliate  of the General
Partner,  the price paid by the  Partnership  therefor shall not exceed the Cost
incurred in providing the service, study or evaluation.                         

         (h) Each contract other than these  Articles  relating to a transaction
between the  Partnership  and the General Partner or an affiliate of the General
Partner other than an affiliated  limited  partnership shall contain a provision
which shall  permit  cancellation  of the  contract by the  Partnership  without
penalty,  on not less than 60 days prior written notice,  upon the vote in favor
of termination by a majority in interest of the Limited  Partners.  Any contract
terminated by the General  Partner or an affiliate shall require 60 days advance
notice in writing to the Limited Partners.                                      

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         (i) In the event  natural  gas or oil  produced by the  Partnership  is
transported  through a pipeline or other  transportation  facility  owned by the
General Partner or an affiliate of the General  Partner,  the General Partner or
such affiliate will transport such natural gas or oil for the Partnership on the
best terms made  available  to any third  party.  If the  General  Partner or an
affiliate  renders  any oil  field or other  services  or sells or leases to the
Partnership any equipment or related  supplies,  then, if the General Partner or
such affiliate is engaged,  independently  of the Partnership and as an ordinary
and ongoing  business,  in the business of rendering such services or selling or
leasing such  equipment or supplies to a substantial  extent to other persons in
the oil and gas industry, the compensation, price or rental therefor paid by the
Partnership shall be competitive with the compensation, price or rental of other
persons in the area engaged in the business of rendering  comparable services or
selling or leasing  comparable  equipment and supplies which could reasonably be
made available to the Partnership,  and if the General Partner or such affiliate
is not so independently engaged in such business,  then the compensation,  price
or rental paid by the Partnership shall be the Cost of such services,  equipment
or supplies to the General Partner or such  affiliates or the  competitive  rate
which could be obtained in the area, whichever is less.                         

         (j) The General  Partner  will not take any action with  respect to the
assets or  property of the  Partnership  which does not  benefit  primarily  the
Partnership as a whole, including the utilization of funds of the Partnership as
compensating  balances  for  the  benefit  of the  General  Partner  and  future
commitments of production. No rebates or give-ups may be received by the General
Partner  or any of its  affiliates  nor may the  General  Partner  or any of its
affiliates  participate  in any  reciprocal  business  arrangements  which would
circumvent  this  Section  9.2.  The  General  Partner  shall  have a  fiduciary
responsibility  for the  safekeeping  and use of all  funds  and  assets  of the
Partnership,  whether or not in the General Partner's possession or control, and
the General Partner shall not employ, or permit another to employ, such funds or
assets in any manner except for the exclusive benefit of the Partnership.       

         (k) The  General  Partner  will not use  Partnership  funds to prove up
properties in the geological  prospect areas belonging to the General Partner or
its affiliates.                                                                 

         (l) All benefits from  marketing  arrangements  or other  relationships
affecting  property of the General Partner or its affiliates and the Partnership
shall be fairly and equitably  apportioned according to the respective interests
of each.  Partnership  funds will not be commingled  with the funds of any other
entity.  Notwithstanding  the  foregoing,  the General  Partner may  establish a
master  fiduciary  account  pursuant to which  separate  subtrust  accounts  are
maintained  for the benefit of  affiliated  limited  partnerships,  provided the
Partnership's  funds  are  protected  from  the  claims  of such  other  limited
partnerships and their creditors. The General Partner will not make any advances
to the Partnership nor will the Partnership  borrow any funds for the purpose of
sustaining  a  regular  pattern  of   distribution   even  though  loan  payment
requirements,  unusual Operating Costs or other expenses or temporary reductions
in Partnership revenues may reduce funds available for distribution.            

         (m) In connection  with the  participation  by the  Partnership  in any
other partnership or joint venture (multi-tier  arrangement),  there will not be
any (i)  duplication  or increase in  organization  and offering  expenses,  the
General Partner's  compensation,  Partnership  expenses or other fees and costs;
(ii)  substantive  alteration  in the  fiduciary  and  contractual  relationship
between the General Partner and the  Unitholders;  or (iii)  diminishment in the
voting rights of the Limited Partners.                                          

Section 9.3.      Indemnification                                               

         (a) The General Partner and its affiliates  shall be indemnified by the
Partnership  under the  following  circumstances  and in the  manner  and to the
extent set forth below:                                                         

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                  (i)  The  General   Partner  and  its   affiliates   shall  be
         indemnified against the reasonable expenses, including attorneys' fees,
         actually  and  necessarily  incurred  by the  General  Partner  and its
         affiliates in connection  with the defense of an action in the right of
         the  Partnership  to procure a judgement  in its favor by reason of the
         General  Partner  being  or  having  been  a  general  partner  in  the
         Partnership,  or in  connection  with an appeal  therein if the General
         Partner  or such  affiliate  acted in good  faith  and in a manner  the
         General Partner or such affiliate  reasonably  believed to be in or not
         opposed to the best interests of the  Partnership;  provided,  however,
         that no  indemnification  shall be  provided  in  respect of any claim,
         issue or matter as to which the General Partner or its affiliates shall
         have been adjudged to be liable for  negligence or  misconduct,  unless
         and only to the  extent  that the  Superior  Court of the  State of New
         Jersey or the court in which the proceeding was brought shall determine
         upon  application  that despite the  adjudication of liability,  but in
         view of all  circumstances  of the case,  the  General  Partner or such
         affiliate  is fairly  and  reasonably  entitled  to  indemnity  for the
         expenses as the  Superior  Court or any other court shall deem  proper.
         The  indemnification  provided for under this Paragraph (a) shall in no
         case  include  amounts  paid in settling or  otherwise  disposing  of a
         threatened action, or pending action with or without court approval but
         shall  include  expenses  incurred  in a  threatened  action or pending
         action  which  is  settled  or  otherwise  disposed  of  without  court
         approval,  provided there is a  determination  upon  application to the
         Superior  Court  of the  State  of  New  Jersey  that  in  view  of all
         circumstances  of the case,  the General  Partner or its  affiliate  is
         fairly and  reasonably  entitled to  indemnity  for the expenses as the
Superior Court shall deem proper.                             

                  (ii) In all  cases  other  than  actions  in the  right of the
         Partnership  brought by reason of the General  Partner  being or having
         been a general partner in the Partnership,  the General Partner and its
         affiliates shall be indemnified by the Partnership  against any losses,
         judgments, liabilities, expenses, including reasonable attorneys' fees,
         and amounts paid in settlement  of or incurred in  connection  with any
         claims  sustained by them in connection with the  Partnership  provided
         that the same were not the  result of  negligence,  a failure to act in
         good  faith or  misconduct  on the part of the  General  Partner or its
affiliates.                                                   

                  (iii)  Notwithstanding the foregoing,  the General Partner and
         its  affiliates and any person acting as a  broker-dealer  shall not be
         indemnified for any losses, liabilities or expenses arising from or out
         of an alleged  violation of Federal or state securities laws unless (1)
         there has been a  successful  adjudication  on the merits of each count
         involving  alleged  securities  law  violations  as to  the  particular
         indemnitee and the court approves  indemnification of litigation costs,
         or (2) such claims have been  dismissed with prejudice on the merits by
         a court of competent  jurisdiction as to the particular  indemnitee and
         the court approves  indemnification of litigation costs, or (3) a court
         of competent jurisdiction approves a settlement of the claims against a
         particular  indemnitee and the court finds that  indemnification of the
settlement and related costs should be made.                  

                  (iv) The indemnification set forth in this Paragraph (a) shall
         in no event  cause a  Unitholder  to incur  any  liability  beyond  the
         balance  in  his   capital   account,   including   his  share  of  any
         undistributed  profits of the  Partnership,  nor shall it result in any
liability of the Unitholders to any third party.              

         The  other   provisions   of  this   Paragraph   (a)  to  the  contrary
notwithstanding,  for so long as the same shall be  prohibited  by the Act,  the
General Partner shall not be indemnified against (1) amounts paid in settling or
otherwise  disposing of a threatened  action,  or pending action in the right of
the  Partnership to procure a judgment in its favor to which the General Partner
has been made a party by reason of being or having been a general partner of the
Partnership, or (2) the reasonable expenses, including attorney's fees, actually
and necessarily  incurred in connection  with the defense of such action,  or in
connection with an                                                              

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appeal  therein,  unless the General Partner acted in good faith and in a manner
the  General  Partner  reasonably  believed  to be in or not opposed to the best
interests of the Partnership;  provided,  however, that no indemnification shall
be provided with respect to expenses incurred in such an action which is settled
or otherwise  disposed of without court approval unless there is a determination
upon  application  to the Superior Court of the State of New Jersey that in view
of all  circumstances  of the case, the General Partner is fairly and reasonably
entitled to indemnity for the expenses as the Superior Court shall deem proper. 

         (b) In any claim for  indemnification  for federal or state  securities
law violations,  the party seeking  indemnification shall place before the court
the  position of the  Securities  and  Exchange  Commission,  the  Massachusetts
Securities Division and any other applicable regulatory authority (including, in
the case where a Unitholder  has filed the claim as  plaintiff,  the  applicable
regulatory  authority of the state in which such  plaintiff  was offered or sold
Units)  with  respect  to  the  issue  of  indemnification  for  securities  law
violations.                                                                     

         (c) Any amounts  payable  pursuant to this Section 9.3 are  recoverable
only out of the  assets of the  Partnership  and not from the  Unitholders.  The
Partnership  shall not incur the cost of that  portion  of any  insurance  which
insures  any  party  against  any  liability  the  indemnification  of  which is
prohibited  by this Section 9.3  provided,  however,  that nothing  contained in
these  Articles shall preclude the  Partnership  from  purchasing and paying for
such types of insurance,  including extended coverage liability and casualty and
workers'  compensation,  as would be customary for any person owning  comparable
assets and engaged in a similar business, or from naming the General Partner and
its  affiliates as additional  insured  parties  thereunder,  provided that such
addition does not add to the premiums payable by the Partnership.               

         (d) The advancement of Partnership  funds to the General Partner or its
affiliates  for legal expenses and other costs incurred as a result of any legal
action for which  indemnification  is being  sought is  permissible  only if the
Partnership has adequate funds available and the following are satisfied:       

                  (i) The legal action relates to acts or omissions with respect
         to the performance of duties or services on behalf of the  Partnership,
and                                                           

                  (ii) the legal  action is  initiated  by a person who is not a
         Limited Partner,  or the legal action is initiated by a Limited Partner
         and a  court  of  competent  jurisdiction  specifically  approves  such
advancement, and                                              

                  (iii) the General Partner or its affiliates undertake to repay
         the advanced  funds to the  Partnership,  together with the  applicable
         legal rate of interest  thereon,  in cases in which such party is found
not to be entitled to indemnification.                        

         (e) For purposes of this Section 9.3 only, the term "affiliates"  shall
include  only those  affiliates  who are  performing  services  on behalf of the
General Partner within the scope of the General Partner's authority as set forth
in these Articles ("Qualified Affiliates"); provided, however, that an affiliate
that is not a Qualified  Affiliate whose liability is solely attributable to the
nature of its  relationship  to the  General  Partner or a  Qualified  Affiliate
(e.g.,  "controlling  person" liability under the federal securities laws) shall
be indemnified to the same extent as a Qualified Affiliate.                     

Section 9.4.      Transfer of General Partner's Interest                        

         The interest of the General Partner may not be voluntarily assigned nor
another General Partner  admitted  without the consent of a majority in interest
of the Limited Partners;  provided, however, that the General Partner may assign
its interest in the Partnership without such consent and substitute as General  

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Partner (i) another  corporation in connection with a merger or consolidation or
a transfer of all or substantially all of the assets of the General Partner with
or to such  corporation,  provided  that  such  corporation  assumes  all of the
obligations of the General Partner with regard to the Partnership and has, after
consummation  of such  transaction,  a net  worth  equal to or in  excess of the
General  Partner's  net worth;  or (ii) a parent or  subsidiary  of the  General
Partner;  provided,  further, that in the opinion of counsel to the Partnership,
such transfer as  contemplated  by (i) and (ii) above would not  jeopardize  the
status of the Partnership as a partnership  for federal income tax purposes.  In
the event the Act is  interpreted  or  construed  to require  the consent of the
Limited  Partners with respect to any transfer and  substitution as contemplated
by (i) and (ii) above, each Limited Partner shall be deemed to have consented to
such transfer and  substitution by becoming a party to these  Articles.  Nothing
contained in these Articles shall be deemed to prohibit or restrict the right of
the General Partner to assign its right to receive revenues from the Partnership
or its right to pledge or grant a security  interest  in its  general  partner's
interest  in the  Partnership  and/or  any  Units  it owns as  security  for any
indebtedness  or other  obligation  or  liability or to prohibit or restrict the
ability of any secured party to assert its interest in such security.           

Section 9.5.      Withdrawal of General Partner                                 

         The General  Partner  shall have the right to withdraw  voluntarily  as
general  partner  upon 120 days prior  written  notice to the  Unitholders.  The
General Partner shall pay all expenses  incurred by the Partnership with respect
to such  withdrawal,  but  shall  have no other  liability  on  account  of such
withdrawal.  Upon the sending of notice of  withdrawal  by the General  Partner,
which notice will include  information  concerning the General Partner's nominee
for election as substituted general partner, the Limited Partners shall have the
right to continue the business of the  Partnership  in  accordance  with Section
11.1;  otherwise the Partnership shall dissolve pursuant to Subparagraph  (a)(i)
of Section 11.1, and the General Partner shall remain as general partner for the
purpose of winding up the affairs of the Partnership.                           

Section 9.6.      Resolution of Conflicts of Interest                           

         (a) Unless otherwise  expressly provided in these Articles,  whenever a
potential  conflict of interest  exists or arises between the General Partner or
any of its  affiliates,  on the one hand, and the Partnership or any Unitholder,
on the other  hand,  any  resolution  or course  of  action in  respect  of such
conflict of interest shall be permitted and deemed approved by all Partners, and
shall not constitute a breach of these Articles,  of any agreement  contemplated
in these  Articles,  or of any duty  stated or implied by law or equity,  if the
resolution  or course of action is, or by operation of these  Articles is deemed
to be, fair and  reasonable  to the  Partnership.  The General  Partner shall be
authorized  in  connection  with its  resolution  of any conflict of interest to
consider (i) the relative  interests of any party to such  conflict,  agreement,
transaction or situation and the benefits and burdens relating to such interest;
(ii)  any  customary  or  accepted  industry  practices  and  any  customary  or
historical  dealings with a particular  Person;  (iii) any applicable  generally
accepted  accounting  or  engineering  practices  or  principles;  and (iv) such
additional  factors as the General Partner  determines in its sole discretion to
be  relevant,  reasonable  or  appropriate  under  the  circumstances.   Nothing
contained in these Articles,  however,  is intended to nor shall it be construed
to require the General  Partner to consider  the  interests  of any Person other
than the Partnership.  In the absence of bad faith by the General  Partner,  the
resolution,  action or terms so made,  taken or provided by the General  Partner
with respect to such matter shall not  constitute a breach of these  Articles or
any other  agreement  contemplated in these Articles or a breach of any standard
of care or duty imposed in these  Articles or such other  agreement or under the
Act or any other law, rule or regulation.                                       

         (b) Whenever these Articles or any other agreement  contemplated hereby
provides  that the General  Partner or any of its  affiliates  is  permitted  or
required to make a decision in "good faith" or under another  express  standard,
the General Partner or such affiliate shall act under such express standard and 

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shall  not be  subject  to any other or  different  standards  imposed  by these
Articles,  any other agreement contemplated hereby or under the Act or any other
law, rule or regulation.                                                        

         (c) Whenever a particular  transaction,  arrangement or resolution of a
conflict  of  interest  is  required  under  these  Articles  to  be  "fair  and
reasonable" to any Person,  the fair and reasonable  nature of such transaction,
arrangement  or resolution  shall be considered in the context of all similar or
related transactions.                                                           

ARTICLE 10

Representations and Warranties of the Partners and Power of Attorney            

Section 10.1.     Representations of the Limited Partners                       

         Each  Limited  Partner  has  made  the   representations,   warranties,
certifications,   covenants,  designations  and  agreements  set  forth  in  the
subscription agreement or agreements or the assignment or assignments of limited
partnership interest pursuant to which he acquired limited partnership interests
in  one   or   more   of  the   Predecessor   Partnerships   (the   "acquisition
instrument(s)"), which representations,  warranties, certifications,  covenants,
designations and agreements, including without limitation the designation of the
General  Partner  (and its duly  authorized  agents)  as the  Limited  Partner's
attorney-in-fact  for  the  purposes  and to the  full  extent  provided  in the
acquisition instrument(s), are hereby incorporated into these Articles.         

         Each Limited  Partner  represents,  warrants,  covenants  and agrees as
follows:                                                                        

         (a) His direct and  indirect  interests  in federal oil and gas leases,
applications  and offers therefor and options do not exceed 246,080 acres in any
state, of which no more than 200,000 acres are under option,  nor do they exceed
300,000 acres in each of the northern and southern leasing  districts of Alaska,
of which no more than  200,000  acres are held  under  option in either  leasing
district.                                                                       

         (b) He is (i) an individual  citizen of the United States over 21 years
of age or (ii) a corporation organized under the laws of the United States or of
any state or territory thereof or a partnership or other  association  organized
under such laws all of the members of which are such citizens of such age, which
corporation  or  association  is authorized and otherwise duly qualified to hold
federal  and other oil and gas  leases,  other real and  personal  property  and
interests  therein or (iii) a  fiduciary  that would  qualify  under (i) or (ii)
above  and  that is  acting  for  beneficiaries  that  would so  qualify  or are
non-alien minors. A corporate Limited Partner further certifies that to the best
of its knowledge,  not more than 10% of the voting stock,  and of all the stock,
is owned or  controlled  by citizens  or  countries  that deny to U.S.  citizens
privileges to own stock in  corporations  holding oil and gas leases  similar to
the  privileges  of non-U.S.  citizens to own stock in  corporations  holding an
interest in federal oil and gas leases.                                         

         (c) Except as disclosed in a separate schedule previously  delivered to
the General  Partner,  he does not hold or own, within the meaning of ss. 318 of
the Code, any Enex  Resources  Corporation  common stock,  warrants or any other
securities  convertible  into common stock.  He further  covenants that he shall
not, directly or indirectly,  acquire any more of such stock or other securities
of the General  Partner or any of its affiliates  without the General  Partner's
prior  written  consent  and  agrees to advise  the  General  Partner in writing
promptly  after  the  disposition  of any  stock  or  securities  listed  in the
aforementioned schedule or thereafter acquired with the prior written consent of
the General Partner.                                                            

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         (d) He certifies  under penalty of perjury that (1) the Social Security
or taxpayer  Identification Number previously reported to the General Partner is
his true, correct and complete Social Security or Taxpayer Identification Number
and (2) he is not  subject  to backup  withholding  as a result of a failure  to
report all interest or dividends,  or the Internal  Revenue Service has notified
him that he is no longer subject to backup withholding.                         

         (e) He will not  file a  statement  under  Code  Section  6224(c)(3)(B)
prohibiting  the tax matters  partner from  entering  into a  settlement  on his
behalf with respect to partnership  items and the General  Partner is authorized
to file with the Internal Revenue Service pursuant to Code ss. 6224(b) a copy of
these Articles and any other document necessary to perfect the Limited Partner's
waiver of rights  hereunder.  In  addition,  he hereby  agrees  that the General
Partner  shall be the person  designated  to maintain a master list of investors
pursuant to Code ss. 6112.                                                      

         (f) He will not take any action or acquire  interests  that would cause
any of the representations,  warranties,  certifications,  covenants, agreements
and designations made in these Articles to be false if they were made at a later
time.                                                                           

Section 10.2.     Representations of the General Partner                        

     The General Partner  represents and warrants to the Partnership and to each
Limited Partner that:                                                           

         (a) based upon the  representations of the Unitholders made pursuant to
Section 10.1,  the  Unitholders  do not own,  directly or indirectly  within the
meaning of ss. 318 of the Code, individually or in the aggregate,  more than 20%
of the stock of the General  Partner or any of its  affiliates as defined in ss.
1504(a) of the Code;                                                            

         (b) it has a net worth which is substantial, based upon the fair market
value of its assets, and will use its best efforts to maintain such net worth;  

         (c) the  purchase  of Units by the  Limited  Partners  does not  entail
either a mandatory or discretionary purchase of, or option to purchase, any type
of  security  of the  General  Partner  or any of its  affiliates  as defined in
Section  1504(a) of the Code;  and that it has no present  plan or  intention to
offer any of its  securities  (or those of such  affiliates) in exchange for the
Units of any Limited Partner;                                                   

         (d)  the  organization  and  operation  of the  Partnership  will be in
accordance with these Articles and all applicable limited partnership laws;     

         (e) the  interest  of the General  Partner (or of all general  partners
taken  together if more than one) in each material item of  Partnership  income,
gain,  loss,  deduction  or credit will be equal to at least one percent of each
such item at all times during the existence of the Partnership; and             

         (f) a creditor who makes a nonrecourse  loan to a Partnership  will not
have or  acquire  at any time as a result  of  making  such  loan any  direct or
indirect interest in the profits,  capital, or property of the Partnership other
than as a secured creditor.                                                     

Section 10.3.     Power of Attorney                                             

         Each  Unitholder  hereby  constitutes  and appoints  Enex (and its duly
authorized  agents) his true and lawful  agent and  attorney-in-fact  (with full
power  to  substitute   another  attorney  in  its  place  and  to  revoke  such
substitution) to make, execute,  swear to and acknowledge,  amend, file, record,
deliver and publish                                                             

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in his name, place and stead in any way which he could do if personally  present
to the extent permitted by law:                                                 

                  (a)  the  Certificate  or any  amendment  of  the  Certificate
         required or permitted to be filed on behalf of the Partnership pursuant
         to the Act or any similar instrument  required or permitted to be filed
         or recorded under the statutes relating to limited  partnerships  under
         the laws of any  jurisdiction in which the Partnership  shall engage in
business;                                                     

                  (b) a counterpart of these Articles  executed for the purposes
         of  adding a Limited  Partner  or  Partners  or a  general  partner  or
         substituting as a Limited Partner an assignee or assignees of a Limited
Partner pursuant to Article 8;                                

                  (c)  all   certificates,   documents  and  other   instruments
         necessary  to  qualify  or  continue  the   Partnership  as  a  limited
         partnership  (or  partnership or  partnership in commendam  wherein the
         Unitholders  have limited  liability)  in the  jurisdictions  where the
         Partnership may be doing business,  including,  but not limited to, any
         fictitious  or assumed  name  certificate  required or  permitted to be
         filed by or on behalf of the  Partnership  and any  amendments  to such
         certificates,  documents or  instruments  which shall be appropriate in
such jurisdiction;                                            

                  (d) any other  instrument  which is now or which may hereafter
     be required by law to be filed for or on behalf of the Partnership;

                  (e) any offers to lease, leases,  assignments and requests for
         approval of assignment, statement of citizenship, interest and holding,
         and any other instruments or communications  now or hereafter  required
         or permitted to be filed on behalf of the  Partnership  or the Partners
         in their capacities as such under any law relating to oil, gas or other
  mineral exploration or production interests in government lands;

                  (f) all  assignments,  conveyances  and other  certificates or
         other   instruments   evidencing   the   dissolution,   termination  or
         liquidation of the Partnership when such shall be appropriate,  in each
jurisdiction in which the Partnership shall do business;      

                  (g) all certifications,  requests for withholding adjustments,
         requests  for credits or refunds and return of tax  liability  that the
         Partnership may be required or permitted to execute, acknowledge, swear
to or file pursuant to the provisions of the Code;            

                  (h) all documents for and agreements with the Internal Revenue
         Service to keep open the  statute of  limitations  with  respect to any
         Partnership items under examination by the Internal Revenue Service and
         to take any and all other  action  necessary  or desirable to establish
         each Unitholder's  liability for tax or withholding of tax, entitlement
to a credit or refund of tax; and                             

                  (i)  all   instruments   which  the  General   Partner   deems
         appropriate to reflect any amendment to these Articles, or modification
         of the Partnership, made in accordance with the terms of this Agreement
or to carry out the purposes and business of the Partnership. 

         The existence of this Power of Attorney shall not preclude execution of
any such instrument by a Unitholder  individually on any such matter.  This is a
limited  Power of  Attorney  which  may not be  revoked  and shall  survive  the
assignment  or  transfer  by a  Unitholder  of all or part of his  Units  in the
Partnership  and,  being  coupled  with an  interest,  shall  survive the death,
dissolution, bankruptcy, incompetency or legal disability of a Unitholder to the
extent that he may legally contract for such survival. This power may be        

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exercised by a facsimile  signature of one officer of the General Partner or any
successors  thereto or by listing all Unitholders for whom action is being taken
pursuant  to like  Powers  of  Attorney  next to the  single  signature  of such
officer.  Any person dealing with the Partnership may  conclusively  presume and
rely  upon  the fact  that  any  such  instrument  executed  by such  agent  and
attorney-in-fact is authorized,  regular and binding without further inquiry and
each  Unitholder  hereby agrees to be bound by any  representations  made by the
General  Partner acting in good faith  pursuant to this Power of Attorney.  Each
Unitholder  shall  execute and deliver to the General  Partner or any  successor
general  partner of the  Partnership  within  five days  after the  receipt of a
request  therefor by the General  Partner or any such successor  general partner
such  further  designations,  powers of attorney  and other  instruments  as the
General  Partner or any such successor  general  partner shall  reasonably  deem
necessary.                                                                      

ARTICLE 11

Dissolution, Liquidation and Termination of the Partnership                     

Section 11.1.     Events Causing Dissolution                                    

         (a) The  happening  of any one of the  following  events  shall work an
immediate dissolution of the Partnership:                                       

(i)   the withdrawal of the General Partner pursuant to Section 9.5;

(ii)  the removal of the General Partner pursuant to Section 8.6;   

(iii) any other event of withdrawal (as defined in the Act) of      
the General Partner;                                    

     (iv)  the sale of all or substantially all the assets of the Partnership;

(v)   the affirmative vote of a majority in interest of the Limited 
Partners to dissolve the Partnership;                   

      (vi)  the expiration of the term of the Partnership as provided in Section
2.5;                                                      

(vii) the entry of a court order or  judgment of  dissolution;      
or                                                      

   (viii) any other event which would cause a  dissolution  under the Act;

provided, however, that the Partnership shall not be dissolved (and shall not be
required  to be  wound up  pursuant  to  Section  11.2)  by  reason  of an event
described in clauses (i), (ii) or (iii) above (each,  an "Event of  Withdrawal")
if,  (A) at the time of the  Event of  Withdrawal  there is at least  one  other
general  partner who agrees to carry on the business of the  Partnership  or (B)
within  ninety (90) days  following the Event of  Withdrawal,  all the remaining
Partners agree in writing to continue the business of the Partnership and to the
appointment  of a successor  General  Partner  pursuant to Paragraph (b) of this
Section 11.1.                                                                   

         (b) Upon the  happening of an Event of  Withdrawal at a time when there
is no  other  general  partner  who  agrees  to  carry  on the  business  of the
Partnership,   the  Limited  Partners  shall  have  the  right,  exercisable  in
accordance  with the  provisions of Sections 8.6 and 8.7, but only within ninety
(90) days after the Event of  Withdrawal,  to agree in writing to  continue  the
Partnership's  business and to the appointment of a successor  General  Partner.
Such successor General Partner shall be considered appointed upon payment to the
Partnership of the contribution to the capital of the Partnership  designated by
the Limited                                                                     

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Partners and execution of an appropriate  amendment to the  Certificate.  If the
requisite  agreement is not obtained  within such time period,  the  Partnership
shall be wound up and terminated pursuant to Section 11.2.                      

         (c) The selection of a successor  General Partner pursuant to Paragraph
(b) of this Section 11.1 shall relieve Enex of the  responsibilities  of General
Partner and the successor General Partner shall be required to make arrangements
satisfactory  to Enex to remove Enex from personal  liability on any existing or
future Partnership liabilities or to indemnify Enex against any such liabilities
and these  Articles and the  Certificate  shall be amended to name the successor
General Partner as General Partner.                                             

         (d)  Anything to the  contrary  in these  Articles  notwithstanding,  a
successor  General  Partner  selected  by the Limited  Partners  pursuant to the
provisions  of Paragraph (b) of this Section 11.1 shall not acquire any interest
in the Partnership's profits, losses, deductions or credits, or any distributive
interest in the  Partnership's  properties on  dissolution,  solely by reason of
becoming a successor  General  Partner.  In the event that a  successor  General
Partner  is  selected,  Enex may retain  all of its Units  and,  as its  general
partner's  interest,  that  portion of  Partnership  revenues  (net of allocable
Operating  Costs)  represented  by a fraction  not to exceed  Enex's  percentage
interest  in  Partnership  revenues  having as its  numerator  the  total  funds
expended by the Partnership and the  Predecessor  Partnerships  and allocated to
the General  Partner  and as its  denominator  the total  funds  expended by the
Partnership and the Predecessor  Partnerships.  The remainder of Enex's original
general partner's interest in the Partnership but in any event not less than 20%
of such  interest,  shall be  offered  for sale first to the  successor  General
Partner and, to the extent such offer is not accepted by the  successor  General
Partner,  to the  Partnership.  The  purchase  price  shall  be  based  upon  an
evaluation by an Independent Expert, which shall be selected by mutual agreement
of both Enex and the successor General Partner.  In the event they are unable so
to agree, a member of the American  Arbitration  Association  designated by Enex
shall select the firm,  which  selection  shall be binding on both parties.  The
purchase  price of the interest to be sold shall be  determined  by such firm on
the same basis as that used in determining the purchase price for Units pursuant
to Article 6.                                                                   

         (e) If the successor  General  Partner or the  Partnership or either of
them have not purchased any portion of Enex's general partner's  interest within
sixty (60) days after the successor General Partner's appointment, then promptly
thereafter  there shall be distributed to Enex in lieu of its general  partner's
interest in the Partnership:                                                    

                  (i) a fractional  undivided share of all of the  Partnership's
         working  interests  and  other  Partnership  properties  equal  to  its
         percentage interest in Partnership  revenues,  subject to its allocable
         portion of the mortgages or other burdens,  if any, on such properties;
and                                                           

                  (ii) an amount in cash  equal to its  percentage  interest  in
         Partnership revenues,  multiplied by the value of all other Partnership
         assets  then  on  hand,  less  a   proportionate   share  of  unsecured
         Partnership  indebtedness,  if any, with the value of such assets being
         determined on the same basis as the purchase price of Units pursuant to
Article 6.                                                    

In the event the successor  General Partner or the Partnership or either of them
has  purchased  a  portion  of  Enex's  general  partner's  interest,  then  the
percentage share of other properties and of cash  distributable to Enex pursuant
to this Paragraph (e) shall be reduced proportionately.                         

         (f)  Dissolution  of the  Partnership  shall be effective on the day on
which the event occurs giving rise to the dissolution, but the Partnership shall
not  terminate  until the  Partnership's  Certificate  has been canceled and the
assets of the Partnership have been distributed as provided in Section 11.2.    

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         (g)  Except  for the  right  of  this  Partnership  to use the  present
Partnership  name,  the right to use or grant the use of the name "Enex",  "Enex
Resources"  or  derivations  thereof  shall  remain  exclusively  that  of  Enex
Resources Corporation.                                                          

Section 11.2.     Liquidation                                                   

         (a) If the  Partnership  shall be dissolved for any reason,  no further
business  shall be  conducted by the  Partnership  except for the taking of such
action as shall be necessary for the  preservation of Partnership  property,  to
conduct an accounting of the Partnership's assets, liabilities and operations to
the date of  dissolution,  for the winding up of the affairs of the  Partnership
and for the  distribution  of its  assets  to the  Unitholders  pursuant  to the
provisions of this Section.  Upon such dissolution,  the General Partner, or, if
the  Partnership be dissolved by reason of an Event of Withdrawal of the General
Partner,  such  other  Person  as may be  elected  by the  Limited  Partners  in
accordance with the provisions of Sections 8.6 and 8.7, shall act as liquidator.
The liquidator,  whether the General  Partner or another  Person,  may be paid a
reasonable fee for acting as such. The liquidator shall have full power to sell,
assign and encumber any or all of the Partnership assets.                       

         (b) Upon the winding up and  termination of the business and affairs of
the  Partnership,  its assets shall,  to the extent  practicable,  be sold,  the
proceeds  allocated to the Partners in accordance  with Article 4 hereof and the
Partners'  capital accounts  adjusted  accordingly.  Such proceeds and remaining
assets shall be subsequently distributed as follows:                            

                  (i) all of the Partnership's  debts and liabilities to Persons
         other than the Partners and Unitholders shall be paid and discharged in
their order of priority, as provided by law;                  

                  (ii) all of the  Partnership's  debts and  liabilities  to the
Partners and Unitholders shall be paid and discharged;        

                  (iii)  any  unused   contributions   to  the  capital  of  the
         Partnership  shall be  distributed  to the  contributing  Partners  and
Unitholders; and                                              

                  (iv) any  remaining  cash and other assets of the  Partnership
         shall be distributed  to the Partners and  Unitholders in proportion to
         and in payment of the  positive  balances in their  respective  capital
         accounts, with the effect of bringing such capital accounts to zero. If
         the General Partner has a deficit in its capital  account,  it shall be
         required to restore such account to a zero balance.  The restoration of
         any such  deficit  must be made by the end of the taxable year in which
         the liquidation  occurs or, if later,  within 90 days after the date of
such liquidation.                                             

         (c) A Unitholder shall look solely to the assets of the Partnership for
the return of his capital  investment,  and if Partnership  properties and other
Partnership  assets  remaining  after the payment or  discharge of the debts and
liabilities  of  the  Partnership   are   insufficient  to  return  his  capital
investment,  he shall  have no  recourse  against  the  General  Partner  or any
liquidator  or other  Unitholder.  The  General  Partner  may, if it so desires,
purchase Partnership  properties or other Partnership assets upon liquidation at
the greater of the highest  possible  bona fide offer  received  therefor or the
value thereof as determined by an  Independent  Expert and/or other  appropriate
independent appraiser(s) selected by the General Partner or other liquidator, as
the  case may be,  in its sole  discretion;  provided  at least 15 days  advance
notice of such proposed sale has been given to the Unitholders.                 

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ARTICLE 12

Right of The General Partner to Conduct Similar Operations                      

         Neither the General  Partner nor any of its  affiliates  is required to
devote  its  exclusive  efforts  toward  activities  in  which  the  Partnership
participates.  Subject to the provisions of Section 9.2, the General  Partner or
its  affiliates  shall have the right to acquire,  explore,  develop and produce
oil,  gas and other  mineral  properties  and to develop  and manage and operate
additional  oil,  gas  and  other  mineral  properties  acquired  at  any  time.
Furthermore,  the  General  Partner  is not  prevented  from  engaging  in other
business   transactions  with  purchasers  of  Partnership   production,   which
transactions may be facilitated by such sales.                                  

ARTICLE 13

Amendments

Section 13.1.     Proposal and Adoption of Amendments Generally                 

         (a) Proposed  amendments to these Articles shall be adopted pursuant to
the  provisions of Sections 8.6 and 8.7;  provided,  however,  that no amendment
may,  without  the prior  written  approval  of all  Partners,  (i)  enlarge the
obligations of any Partner under these  Articles,  (ii) enlarge the liability of
the General Partner to the Unitholders,  (iii) result in the loss of any Limited
Partner's limited liability, (iv) amend this Article 13 or Articles 4, 5, 6 or 7
of these  Articles,  or (v)  adversely  affect  the  Partnership's  status  as a
"partnership"  for  federal  income tax  purposes.  The date of  adoption  of an
amendment  pursuant  to this  Article 13 shall be the date on which the  General
Partner shall have received the requisite consent of the Limited  Partners.  Any
proposed  amendment  which is not adopted may be  resubmitted.  In the event any
proposed  amendment is not adopted,  any written  consent  received with respect
thereto  shall  become  void and  shall not be  effective  with  respect  to any
resubmission of the proposed amendment.                                         

         (b) The  General  Partner  shall,  within a  reasonable  time after the
adoption of any amendment to these  Articles,  make any filings or  publications
required or desirable to reflect such  amendment,  including any required filing
for  recordation  of any  amendment to the  Partnership's  Certificate  or other
instrument or similar document.                                                 

Section 13.2.     Amendments on Admission or Withdrawal of Partners             

         (a) If these  Articles or the  Certificate  shall be amended to reflect
the admission,  substitution or withdrawal of a Limited  Partner,  the amendment
shall be signed by the General Partner and the person to be substituted or added
or his attorney-in-fact.                                                        

         (b) If these  Articles or the  Certificate  shall be amended to reflect
the removal or withdrawal  of the General  Partner and the  continuation  of the
business of the Partnership and the admission of a successor  General Partner or
the admission of a substituted  general partner,  such amendment shall be signed
by   the   original   General   Partner,   the   Limited   Partners   or   their
attorney(s)-in-fact  and the successor  General  Partner or substituted  General
Partner.                                                                        

         (c) If the  Certificate  shall be amended to reflect the  withdrawal or
admission of a Partner,  such amendment  shall be signed by the party or parties
required by the Act.                                                            

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Section 13.3.     Amendments Relating to Preservation of Limited Liability      

         (a) The  General  Partner  shall  have the  authority  to  amend  these
Articles  without any vote or other action by the Limited  Partners for the sole
purpose of  forming,  qualifying  or  continuing  the  Partnership  as a limited
partnership  (or  a  partnership  or  partnership  in  commendam  in  which  the
Unitholders  have  limited   liability)  in  all   jurisdictions  in  which  the
Partnership conducts or plans to conduct business.                              

         (b) The General  Partner  shall have the power and  authority  to amend
Article 8 to  provide  for and allow the  automatic  substitution  of a deceased
Limited  Partner's  heirs  or  devisees  as  Substituted   Limited  Partners  in
accordance  with the Act and  Article  2882 of the  Civil  Code of the  State of
Louisiana;  provided, however, the General Partner's power and authority to make
such  amendment is  conditioned  upon the  Partnership  having first  received a
ruling  from  the  Internal  Revenue  Service  or an  opinion  of  tax  counsel,
acceptable  to the  General  Partner,  that  such  amendment  will not cause the
Partnership to lose its  classification  as a partnership for federal income tax
purposes. The General Partner may elect to cause or not to cause the Partnership
to be  qualified as a  partnership  in  commendam  if the  Partnership  does not
receive  the ruling from the  Internal  Revenue  Service or such  opinion of tax
counsel  required  above.  If such a ruling or opinion is obtained,  the General
Partner  will proceed to effect the above  stated  amendment  to these  Articles
pursuant to the power of attorney  contained in these  Articles prior to causing
the Partnership to conduct business in the State of Louisiana.  If such a ruling
or opinion is not obtained,  the General  Partner will not amend these  Articles
but,  in  its  discretion,  may  cause  the  Partnership  to be  qualified  as a
partnership in commendam if the General Partner determines the potential risk to
the Partnership to be acceptable.                                               

Section 13.4.     Amendments Without Approval by Limited Partners               

         In addition to any amendments  otherwise  authorized in these Articles,
these Articles may be amended from time to time by the General  Partner  without
the consent of any of the Limited  Partners  (i) to add to the  representations,
duties or obligations of the General Partner, or to surrender any right or power
granted to the General Partner, for the benefit of the Limited Partners, (ii) to
cure any  ambiguity,  to  correct  or  supplement  any  provision  which  may be
inconsistent with any other provision, to correct any typographical errors or to
make any other  provisions  with respect to matters or questions  arising  under
these  Articles  which will not be  inconsistent  with the  provisions  of these
Articles,  and (iii) to delete or add any  provisions  from or to these Articles
required to be so deleted or added by the Securities and Exchange  Commission or
any other  federal  agency or by a state  "blue  sky"  commissioner  or  similar
official, which addition or deletion is deemed by the Commission, or such agency
or official to be for the benefit or  protection of the  Unitholders;  provided,
however, that no amendment shall be adopted pursuant to this Section 13.4 unless
the adoption  thereof (i) is for the benefit of or not adverse to the  interests
of the Limited Partners, (ii) is consistent with Article 9, (iii) does not alter
the respective aggregate interest of the General Partner or the Limited Partners
in profits or losses or in cash distributions of the Partnership;  and (iv) does
not,  in the  opinion  of counsel to the  Partnership,  by its terms,  adversely
affect  the  limited  liability  of the  Limited  Partners  or the status of the
Partnership as a partnership for federal income tax purposes.                   

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ARTICLE 14

Miscellaneous Provisions

Section 14.1.     Notices                                                       

         All notices or other  communications  required or permitted to be given
pursuant  to these  Articles  shall be in  writing  and shall be  considered  as
properly  given or made if mailed from  within the United  States by first class
mail, postage prepaid, or if telegraphed, by prepaid telegram, and addressed, if
to the General Partner, to Enex Resources Corporation, 800 Rockmead Drive, Suite
200, Three Kingwood Place, Kingwood, Texas 77339, and if to a Unitholder, to the
address set forth in the records of the  Partnership.  Any Unitholder may change
his address by giving notice in writing to the General Partner,  and the General
Partner may change its address by giving such notice to all  Partners.  Any such
newly designated address shall be such Partner's or Unitholder's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to these Articles ten days after notice is given.                      

Section 14.2.     Exchange Offers                                               

         Any offer made by, or at the direction  of, the General  Partner or any
of its  Affiliates  to Limited  Partners  to  exchange  their  interests  in the
Partnership for another  security shall be governed by (i) the provisions of the
North American Securities  Administrators  Association,  Inc. Guidelines for the
Registration  of Oil and Gas Programs or  comparable  regulations  or guidelines
adopted  by state  securities  administrators  as in  effect at the time of such
offer and (ii) any other federal or state registration requirements in effect at
the time of such offer.                                                         

Section 14.3.     Binding Provisions                                            

         The  covenants  and  agreements  contained in these  Articles  shall be
binding upon and inure to the benefit of the heirs,  executors,  administrators,
successors and assigns of the respective parties hereto.                        

Section 14.4.     Applicable Law                                                

         These Articles  shall be construed and enforced in accordance  with the
laws of the State of New Jersey without reference to the principles of conflicts
of laws; provided,  however,  that causes of action for violations of federal or
state securities laws shall not be governed by this Section 14.4.               

Section 14.5.     Execution and Counterparts                                    

         Subject  to  acceptance  by  the  General  Partner,  execution  of  any
instrument  the  execution  of which,  by its terms,  is intended to  constitute
execution  of these  Articles  (an  "Execution  Instrument"),  shall  constitute
execution  of these  Articles  for all  purposes.  These  Articles and each such
Execution  Instrument  (all  of  which  are  hereby  expressly  incorporated  by
reference with the same effect as if set forth at length herein) may be executed
in several  counterparts,  all of which  together  shall  constitute one binding
agreement  on all parties  hereto,  notwithstanding  that all  parties  have not
signed the same counterpart,  except that no counterpart shall be binding unless
signed by the General Partner. Any signature may be by an attorney-in-fact.     

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Section 14.6.     Severability of Provisions                                    

         If for any reason any provision of these Articles which is not material
to the purpose or business of the  Partnership  is  determined to be invalid and
contrary  to any  existing  or  future  law  or  governmental  regulation,  such
invalidity  shall not impair the operation of or affect those  portions of these
Articles that are valid.                                                        

Section 14.7.     Entire Agreement                                              

         These Articles and the aforementioned  Execution Instruments constitute
the entire  agreement  among the  parties  relating  to the  Partnership.  These
Articles  supersede any prior agreement or  understanding  among the parties and
may not be  modified  or amended in any manner  other than as set forth in these
Articles.                                                                       

Section 14.8.     Gender and Number                                             

         The gender and number  used in these  Articles  are used as a reference
term only and shall  apply with the same  effect  whether the parties are of the
masculine or feminine  gender,  or are corporate or other form, and the singular
shall likewise include the plural.                                              

Section 14.9.     Headings                                                      

         Article and Section titles are for descriptive  purposes only and shall
not control or alter the meaning of these Articles as set forth in the text.    

Section 14.10. Partition                                                        

         Each  party  waives  the  benefit  of any  provisions  of law which may
provide for  partition of real or personal  property and agrees that he will not
resort to any action at law or in equity to partition  any  property  subject to
these Articles.                                                                 

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         IN WITNESS WHEREOF,  these Amended Articles of Limited Partnership have
been executed on this _____ day of ______________, 199___.                      

GENERAL PARTNER         
    Enex Resources Corporation

ATTEST:                                                                         

By                                
(Assistant) Secretary 
(Vice) President      

     ADDITIONAL LIMITED PARTNERS
                            By Enex Resources Corporation, as attorney-in-fact
                      for each of the Limited Partners pursuant to
                     a power of attorney in its possession which
                            authorizes it to execute the foregoing instrument.

ATTEST:                                                                         

By                                
(Assistant) Secretary   
(Vice) President        

      WITHDRAWING (ORIGINAL) LIMITED
PARTNER                 

Enex L.P. Corp.         

ATTEST:                                                                         

By                                
(Assistant) Secretary     
(Vice) President          

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 OATHS AND ACKNOWLEDGMENTS

}     
STATE OF TEXAS                                                                  
    SS.:
COUNTY OF MONTGOMERY                                                            

      On this _____ day of ___________, 198__, before me, a Notary Public in and
for the jurisdiction aforesaid,  personally appeared  _____________________  who
resides at ___________  _____________________  to me known and known to me to be
[a Vice] President of Enex Resources  Corporation  ("Enex") and who, being first
duly  sworn,  upon his oath  stated and  acknowledged  to me that the  foregoing
Amended Articles of Limited Partnership ("Articles") were executed by him before
me in such capacity for and on behalf of Enex,  that the statements  made in the
Articles are true to the best of his knowledge, information and belief, that the
Articles  are the free act and deed of Enex and that  execution  thereof  was by
virtue of the authority duly vested in or granted to him by Enex.               

      This day sworn to and subscribed  before me, and in witness whereof I have
hereunto  set my hand and  affixed my official  seal on the day,  month and year
first above written.                                                            

[Notarial Seal]                                                                 

          ----------------------------------------------
                   Notary Public

My Commission Expires:                                                          

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}     
STATE OF TEXAS                                                                  
    SS.:
COUNTY OF MONTGOMERY                                                            

      On this _____ day of ___________, 198__, before me, a Notary Public in and
for the jurisdiction aforesaid,  personally appeared  _____________________  who
resides at ___________  _____________________  to me known and known to me to be
[a Vice] President of Enex Resources  Corporation  ("Enex") and who, being first
duly  sworn,  upon his oath  stated and  acknowledged  to me that the  foregoing
Amended Articles of Limited Partnership ("Articles") were executed by him before
me in such  capacity for and on behalf of Enex,  which  executed the Articles as
attorney-in-fact  for each limited partner whose name is set forth on Schedule A
to the Articles pursuant to each such limited partner's power of attorney,  that
the  statements  made in the  Articles  are true to the  best of his  knowledge,
information and belief,  that the Articles are the free act and deed of Enex and
that execution  thereof was by virtue of the authority duly vested in or granted
to him by Enex.                                                                 

      This day sworn to and subscribed  before me, and in witness whereof I have
hereunto  set my hand and  affixed my official  seal on the day,  month and year
first above written.                                                            

[Notarial Seal]                                                                 

        ----------------------------------------------
                 Notary Public

My Commission Expires:                                                          

}     
STATE OF TEXAS                                                                  
    SS.:
COUNTY OF MONTGOMERY                                                            

      On this _____ day of ___________, 198__, before me, a Notary Public in and
for the jurisdiction aforesaid,  personally appeared  _____________________  who
resides at ___________  _____________________  to me known and known to me to be
[a Vice] President of Enex L.P. Corp.  ("Enex") and who, being first duly sworn,
upon his oath  stated and  acknowledged  to me that the  foregoing  Articles  of
Limited Partnership ("Articles") were executed by him before me in such capacity
for and on behalf of Enex,  that the statements made in the Articles are true to
the best of his  knowledge,  information  and belief,  that the Articles are the
free act and  deed of Enex  and that  execution  thereof  was by  virtue  of the
authority duly vested in or granted to him by Enex.                             

      This day sworn to and subscribed  before me, and in witness whereof I have
hereunto  set my hand and  affixed my official  seal on the day,  month and year
first above written.                                                            

[Notarial Seal]                                                                 

----------------------------------------------
         Notary Public

My Commission Expires:                                                          

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-B12G/A’ Filing	Date	First	Last	Other Filings

	12/31/15	8
Filed on:	8/21/97			8-K
	4/7/96	3
				List all Filings

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Filing Submission 0001019375-97-000011 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Enex Consolidated Partners LP – ‘8-B12G/A’ on 8/21/97 – EX-3.2

As of: Thursday, 8/21/97 · Accession #: 1019375-97-11 · File #: 0-22983

Previous ‘8-B12G’: ‘8-B12G’ on 8/14/97 · Latest ‘8-B12G’: This Filing

Amendment to Registration of Securities of a Successor Issuer — Form 8-BFiling Table of Contents

EX-3.2 — Amended Articles of Ltd Prtnshp of the PartnershipExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Registration of Securities of a Successor Issuer — Form 8-B
Filing Table of Contents

EX-3.2 — Amended Articles of Ltd Prtnshp of the Partnership
Exhibit Table of Contents