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Exhibit (2)

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of
February 3 , 1995, by and among ONEOK Gas Marketing Company, a Delaware
corporation ("ONEOK Marketing" or the "Surviving Corporation"); ONEOK Inc., a
Delaware corporation and sole shareholder of ONEOK Marketing ("ONEOK"); Ward
Gas Services, Inc., an Oklahoma corporation ("Ward Services"); Ward Petroleum
Corporation, an Oklahoma corporation and sole shareholder of Ward Services
("Ward"); Comanche Gas Marketing Company, an Oklahoma corporation ("Comanche");
James Christopher Walters, Jr. and LaVonne Diane Walters, as Trustees of the
James Christopher Walters, Jr. Trust dated August 3, 1983, sole shareholder of
Comanche (the "Walters Trust").

WITNESSETH:

WHEREAS, it is the desire of ONEOK to acquire Ward Services and
Comanche through a merger with and into its wholly-owned subsidiary, ONEOK
Marketing;

WHEREAS, it is the desire of Ward and the Walters Trust that ONEOK
acquire Ward Services and Comanche through such merger; and

WHEREAS, in order to carry out the foregoing objectives, ONEOK, Ward
and Walters desire to enter into this Agreement to merge Ward Services and
Comanche into ONEOK Marketing.

NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the parties agree as follows:

I. Terms of the Merger.

A. The Merger. Pursuant to the terms and provisions of this
Agreement, the Delaware General Corporation Act (the "Delaware Corporate Law")
and the Oklahoma General Corporation Act (the "Oklahoma Corporate Law"), Ward
Services and Comanche shall merge with and into ONEOK Marketing (the "Merger").

B. Merging Corporations. Ward Services and Comanche shall be the
merging corporations under the Merger and their corporate identities and
existence, separate and apart from ONEOK Marketing, shall cease upon
consummation of the Merger.

C. Surviving Corporation. ONEOK Marketing shall be the surviving
corporation in the Merger. No change in the certificate of incorporation,
bylaws, directors or officers of ONEOK Marketing shall be effected by the
Merger.
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D. Effect of Merger. The Merger shall have all of the effects
provided by the Delaware Corporate Law and the Oklahoma Corporate Law. It is
the understanding of the parties that the Merger shall constitute a
reorganization within the provisions of Section 368(a)(2)(D) of the Internal
Revenue Code of 1986, as amended (the "Code").

E. Consideration.

1. ONEOK has reserved 330,000 shares of its authorized but
unissued shares of its common stock, without par value, (the "Common Stock"),
for the purpose of the transactions contemplated by this Agreement and shall
cause such shares to be transferred to ONEOK Marketing on or before the Closing
Date. Between the date of this Agreement and the Closing, as hereinafter
defined, ONEOK shall not authorize any stock dividend, stock split,
recapitalization, or exchange of shares with respect to, or rights in respect
to, its Common Stock without an equitable adjustment in the number of shares to
be received by Ward and the Walters Trust under this Agreement.

2. At the Effective Time (as hereinafter defined):

a. All of the issued and outstanding shares of stock of Ward
Services shall be converted into the right to receive 204,600 shares of the
Common Stock and $57,288.00 in cash.

b. All of the issued and outstanding shares of stock of Comanche
shall be converted into the right to receive 125,400 shares of the Common Stock
and $35,112.00 in cash.

c. All of the shares of stock of Ward Services and Comanche, by
virtue of the Merger and without any action on the part of the holders thereof
shall no longer be outstanding and shall be cancelled and retired and shall
cease to exist, and each holder of any certificate or certificates which,
immediately prior to the Effective Time represented outstanding shares of Ward
Services or Comanche (the "Certificates") shall cease to have any rights with
respect to such shares, except the right of the holder to receive shares of the
Common Stock upon the surrender of such Certificates in accordance with Section
I.G below.

d. Each share of common stock, par value $1.00 per share, of
ONEOK Marketing outstanding immediately prior to the Effective Date shall
remain unchanged except to become one share of Common Stock of the Surviving
Corporation.

F. Closing Date. The closing of the transactions contemplated
herein (the "Closing") shall take place on February __, 1995, or on such other
date as ONEOK, Ward and the Walters Trust may mutually agree (the "Closing
Date"). The Merger shall be

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effective upon the filing of a Certificate of Merger with the Secretary of
State of Delaware and the Secretary of State of Oklahoma (the "Effective Time")
which shall occur on the Closing Date.

G. Exchange Procedure; Surrender of Certificates; Etc.

1. At the Closing, Ward and the Walters Trust shall deliver to
ONEOK the Certificate or Certificates evidencing shares of common stock in Ward
Services and Comanche which were converted into the right to receives shares of
the Common Stock in the Merger. Upon surrender of such Certificates and other
required documents, the holder of each such Certificate shall be entitled to
receive, in exchange therefor, certificates for shares of the Common Stock as
provided in Section I.E above.

2. Each of Ward and the Walters Trust represents and warrants to
ONEOK and ONEOK Marketing that the shares of the Common Stock it will receive
in the Merger are being acquired for its own separate account for investment
only and not with a view to, or for sale in connection with, any distribution
of the Common Stock in violation of the Securities Act of 1933, as amended (the
"Securities Act"), or any rule or regulation under the Securities Act. Neither
Ward nor the Walters Trust shall take, or cause to be taken, any action that
would deem it to be an underwriter (as defined in the Securities Act) of the
Common Stock. Ward and the Walters Trust understand that (a) the Common Stock
may not be transferred or sold for value in the absence of registration or
qualification or an exemption from registration or qualification under the
Securities Act, the Oklahoma Securities Act, and the securities or Blue Sky
laws of any other state, as required, (b) a stop transfer instruction will be
issued with respect to the Common Stock, and (c) the following legend will be
placed on the certificates representing the Common Stock to be received in the
Merger:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE OKLAHOMA
SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION OR QUALIFICATION OF THEM
UNDER THE SECURITIES ACT OF 1933, THE OKLAHOMA SECURITIES ACT
AND THE SECURITIES OR BLUE SKY LAWS OF ANY OTHER STATE, AS
REQUIRED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER
SUCH ACTS AND/OR LAWS.

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II. Representations and Warranties of Ward.

Ward hereby represents and warrants to ONEOK as follows:

A. Organization and Standing; Charter and Bylaws. Both Ward and
Ward Services are corporations duly organized and existing under, and by virtue
of, the laws of the State of Oklahoma and are in good standing under such laws.
Both Ward and Ward Services have the requisite corporate power to own and
operate their properties and assets, and to carry on their businesses as
presently conducted and as proposed to be conducted. Both Ward and Ward
Services are qualified, licensed or domesticated as foreign corporations in any
jurisdiction where the nature of their activities and of properties owned or
leased by them makes such qualification, licensing or domestication necessary
at this time. Both Ward and Ward Services have furnished ONEOK with copies of
their respective certificates of incorporation and bylaws. Said copies are
true, correct and complete and contain all amendments through the date of this
Agreement.

B. Corporate Power. Both Ward and Ward Services have all
requisite legal and corporate power to enter into this Agreement and to carry
out and perform their obligations under the terms of this Agreement.

C. Subsidiaries. Ward Services does not own, directly or
indirectly, shares of stock or other interests in any corporation or any
interest in a limited liability company, partnership, joint venture, or other
entity, except that Ward Services owns a general partnership interest in Ward
Gas Services, an Oklahoma general partnership in which ONEOK Marketing holds
the other general partnership interest (the "Partnership") and Ward Services is
a party to a certain agreement dated November 17, 1992, with Comanche (the
"Ward Service/Comanche Agreement").

D. Capitalization. The authorized capital stock of Ward Services
is 50,000 shares of common stock, par value $1.00 per share. There are issued
and outstanding 15,000 shares of such common stock all of which are issued to
Ward. The issued and outstanding shares of such common stock have been duly
authorized and validly issued, are fully paid and nonassessable and were issued
in compliance with all applicable state and federal laws concerning the
issuance of securities. Other than as contemplated herein, there are no
outstanding rights, options, warrants, conversion rights, or agreements for the
purchase or acquisition from Ward Services of any shares of its capital stock.

E. Authorization. All corporate action on the part of Ward and
Ward Services and their directors and stockholders necessary for the
transaction contemplated in this Agreement have been taken. This Agreement is
a legal, valid and binding obligation of each of

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Ward and Ward Services, enforceable against each of Ward and Ward Services in
accordance with its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application affecting
enforcement of creditors' rights, and except as limited by application of legal
principles affecting the availability of equitable remedies.

F. Financial Statements. The consolidated balance sheet of Ward
Services (including Ward Services' share of the assets and liabilities of the
Partnership) and related consolidated statements of earnings and retained
earnings and cash flows for the fiscal year ended January 31, 1994, accompanied
by a report thereon by KPMG Peat Marwick, and the unaudited consolidated
balance sheet (including Ward Services' share of the assets and liabilities of
the Partnership) and corresponding statements for the ten month period ended
November 30, 1994 (collectively, the "Financial Statements of Ward Services")
have been supplied to ONEOK, have been prepared in accordance with generally
accepted accounting principles consistently applied (except as disclosed
therein), and fairly present the financial condition and results of operations
of Ward Services (including Ward Services' share of the assets and liabilities
of the Partnership) as of the dates and for the periods thereof.

G. Changes in Financial Condition. Except as set forth on
Disclosure Schedule II, Item G, since January 31, 1994: (a) Ward Services has
not entered into any transaction which was not in the ordinary course of
business; (b) there has been no materially adverse change in the condition
(financial or otherwise), business, property, assets, or liabilities of Ward
Services, other than changes in the ordinary course of business, none of which
have been materially adverse; (c) there has been no damage to, destruction of
or loss of physical property (whether or not covered by insurance) materially
adversely affecting the business or operations of Ward Services; (d) Ward
Services has not declared or paid any dividend or made any distribution on
its stock, redeemed, purchased or otherwise acquired any of its stock, granted
any options to purchase shares of its stock, or issued any shares of its stock,
except as provided for by this Agreement; (e) Ward Services has not materially
increased the compensation of any officer, or the rate of pay of its employees
as a group, except as part of regular compensation increases in the ordinary
course of business; (f) Ward Services has not received notice that there has
been a loss of any of its major customers, or any material order cancellation;
(g) there has been no resignation or termination of employment of any key
officer or key employee of Ward Services and Ward Services does not know of the
impending resignation or termination of employment of any of its officers or
employees that if consummated would have a materially adverse effect on the
business of Ward Services; (h) there has been no labor dispute involving Ward
Services or its employees and none is pending or, to Ward Services' knowledge,

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threatened; and (i) to the knowledge of Ward Services, there has been no other
event or condition of any character pertaining to and materially adversely
affecting the assets or business of Ward Services.

H. Material Contracts and Commitments. Except as set forth on
Disclosure Schedule II, Item H, all the material contracts, commitments,
agreements, and instruments (excluding those relating to the Partnership) to
which Ward Services is a party are legal, valid, binding, and in full force and
effect in all material respects and enforceable by Ward Services in accordance
with their terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws of general application by affecting enforcement of
creditors' rights, and except as limited by application of legal principles
affecting the availability of equitable remedies. For purposes of this Section
II.H, a contract, commitment, agreement or instruments shall be considered
"material" if it extends for a duration longer than thirty (30) days or
involves consideration in excess of $10,000 in the aggregate. Ward Services is
not in material default under any of such contracts. A list of all such
material contracts, agreements and instruments is set forth in Disclosure
Schedule II, Item H hereto.

I. Compliance with Other Instruments, None Burdensome, etc. Ward
Services is not in violation of any term of its certificate of incorporation or
bylaws, or in any material respect of any mortgage, indenture, contract,
agreement, or instrument listed under Section II.H above, or, to the knowledge
of Ward Services, any judgment, decree, order, statute, rule, or regulation
applicable to it. The execution, delivery, and performance by Ward Services of
this Agreement, and the exchange of the securities pursuant hereto, will not
result in any such violation or be in conflict with or constitute a default
under any such term, or cause the acceleration of maturity of any loan or
material obligation to which Ward Services is a party or by which it is bound
or with respect to which it is an obligor or guarantor, or result in the
creation or imposition of any material lien, claim, charge, restriction, or
encumbrance of any kind whatsoever upon, or, to the knowledge of Ward Services
after due inquiry, given to any other person any interest or right (including
any right of termination or cancellation) in or with respect to any of the
material properties, assets, business or agreements of Ward Services. To the
knowledge of Ward after due inquiry, no such term or condition materially
adversely affects or in the future (so far as can reasonably be foreseen by
Ward Services at the date of this Agreement) may materially adversely affect
the business, property, prospects, conditions, affairs, or operations of Ward
Services.

J. Litigation, etc. Except as set forth on Disclosure Schedule
II, Item J, there are no actions, proceedings, or investigations pending (or,
to Ward's knowledge, any basis therefor

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or threat thereof), which, either in any case or in the aggregate, would, if
adversely determined, result in any adverse effect on the business, prospects,
conditions, affairs, or operations of Ward Services or in any of its properties
or assets, or in any impairment of the right or ability of Ward Services to
carry on its business as presently conducted, or in any material liability on
the part of Ward Services, or which question the validity of this Agreement or
any action taken or to be taken in connection herewith.

K. Governmental Consent, etc. Other than filings required under
the HSR Act (as hereinafter defined) and the filing of Certificates of Merger
with the Secretaries of State of Delaware and Oklahoma, no consent, approval,
or authorization of, or designation, declaration, or filing with, any
governmental unit is required on the part of Ward or Ward Services in
connection with the valid execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.

L. Insurance. Ward Services has currently in force liability
insurance with insurance companies or associations, and under policies listed
and described in Disclosure Schedule II, Item L attached hereto, during the
periods described therein, and, except as set forth on Disclosure Schedule II,
Item L, Ward Services is not aware of any claims for personal injuries or
property damage by reason of neglect or oversight on the part of Ward Services
or its agents, servants, or employees now pending or threatened against Ward
Services and knows of no damage to personal property by Ward Services or their
agents, servants or employees, which might give rise to such claims, or if any
such routine claims have arisen they are adequately covered by such liability
insurance.

M. Patents, etc. Other than the trade name "Ward Gas Services,"
there are no patents, patent applications, registered trademarks, trademark
applications, trade names, and registered copyrights under which Ward Services
operates. Ward Services has not received any notice or claim of infringement
of any patent, invention, right, trademark, trade name or copyright of others
with respect to any process, method, formula or procedure used by Ward Services
in the present conduct of its business.

N. Title to and Condition of Properties. Except as set forth on
Disclosure Schedule II, Item G, Ward Services has good and marketable title to
all of its tangible and intangible property and assets including those
reflected in the Financial Statements of Ward Services (except such property or
assets as have since January 31, 1994, been sold or otherwise disposed of in
the ordinary course of business), and such property and assets are subject to
no mortgage or security interest, conditional sales contract, charge, lien or
encumbrance (except for the lien of current taxes not yet due and payable and
such imperfections of title, easements and

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encumbrances, if any, as are not substantial in character, amount or extent and
do not materially detract from the value of, or interfere with the present use
of the properties subject thereto or affected thereby, or otherwise materially
impair the business operations of Ward Services), and subsequent to January 31,
1994, Ward Services has not sold or disposed of any of its property and assets
or obligated itself to do so except in the ordinary course of business. Except
for such minor defects as are not substantial in character and which do not
have a materially adverse effect upon the validity thereof, all material and
personal property leases to which Ward Services is a party are valid and
effective, and there is not under any such lease any existing material default
or event which, with notice or lapse of time or both, would constitute a
material default and in respect of which Ward Services has not taken reasonable
steps to prevent such a default from occurring.

O. Taxes. Both Ward and Ward Services, as appropriate, have
timely filed all consolidated tax returns that are required to have been filed
prior to the date of this Agreement with appropriate federal, state, county and
local governmental agencies or instrumentalities, and each of the returns
correctly reflects the consolidated income and tax liability required to be
shown therein. Both Ward and Ward Services have paid or established reserves
for all income, franchise, and other taxes due by them respectively as
reflected on the returns. The provisions for taxes due as shown in the
Financial Statements of Ward Services are sufficient for the payment in full of
all unpaid federal, state, county, and local taxes with respect to their
respective businesses and operations for the period then ended and all prior
periods. There is no pending dispute with any taxing authority relating to any
of the returns which, if determined adversely to the taxpayer, would result in
the assertion by any taxing authority of any valid deficiency in a material
amount for taxes against Ward Services. Federal income tax returns of Ward
(including Ward Services on a consolidated basis) have been audited through
January 31, 1991 and 1992.

P. Environmental Matters. As used in this Section II.P,
"Environmental Laws" means all local, state, and federal environmental, health,
and safety laws and regulations in all jurisdictions in which Ward Services has
done business or owned property, including, without limitation, the Federal
Resource Conservation and Recovery Act, the Federal Comprehensive Environmental
Response, Compensation and Liability Act, the Federal Clean Water Act, the
Federal Clean Air Act, and the Federal Occupational Safety and Heath Act.

Except as disclosed inDisclosure Schedule II, Item P, neither the
conduct nor operation of Ward Services nor any condition of any property ever
owned, leased or operated by it violates or violated Environmental Laws in any
respect material to the business of Ward

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Services, and no condition or event has occurred with respect to it or any such
property that, with notice or the passage of time, or both, would constitute a
violation material to the business of Ward Services to remedy, stabilize,
neutralize, clean up or otherwise alter the environmental condition of any such
property where the aggregate cost of such actions would be material to Ward
Services. Except as disclosed in Disclosure Schedule II, Item P, Ward Services
has not received any notice from any governmental agency or any other person or
entity that the operation of any facilities or any property ever owned, leased,
or operated by it, is or was in violation of any Environmental Laws or is
responsible (or potentially responsible) for remedying, establishing,
neutralizing, or cleaning up any pollutants, contaminants, or hazardous or
toxic waste, substances or materials at, on, or beneath any such property where
the aggregate cost thereof would be material to Ward Services.

Q. Compliance with the Law. Ward Services has all licenses,
franchises, permits, and other governmental authorizations that are legally
required to enable it to conduct its business in all material respects and is
in compliance in all material respects with all applicable laws and
regulations.

R. ERISA Compliance. Ward Services is in compliance in all
material respects with the requirements of the Employee Retirement Income
Security Act of 1974, as amended.

S. Disclosure. This Agreement and the exhibits hereto, as they
apply to Ward and Ward Services, Disclosure Schedule II, the Financial
Statements of Ward Services, and all certificates of Ward delivered to ONEOK
pursuant to this Agreement, when read together, do not contain any untrue
statement of a material fact and do not omit to state a material fact necessary
in order to make the statements contained therein or herein not misleading.

III. Representations and Warranties of the Walters Trust.

The Walters Trust hereby represents and warrants to ONEOK as follows:

A. Organization and Standing; Charter and Bylaws. Comanche is a
corporation duly organized and existing under, and by virtue of, the laws of
the State of Oklahoma and is in good standing under such laws. Comanche has
the requisite corporate power to own and operate its properties and assets, and
to carry on its business as presently conducted. Comanche is qualified,
licensed or domesticated as a foreign corporation in any jurisdiction where the
nature of its activities and of the properties owned or leased by it makes such
qualification, licensing or domestication necessary at this time. Comanche has
furnished ONEOK with copies of its certificate of incorporation and bylaws.
Said copies are true, correct and

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complete and contain all amendments through the date of this Agreement.

B. Corporate Power. Comanche has all requisite legal and
corporate power to enter into this Agreement and to carry out and perform its
obligations under the terms of this Agreement.

C. Subsidiaries. Comanche does not own, directly or indirectly,
shares of stock or other interests in any other corporation or any interest in
a limited liability company, partnership, joint venture, or other entity,
except that Comanche is a party to the Ward Services/Comanche Agreement.

D. Capitalization. The authorized capital stock of Comanche is
25,000 shares of common stock, $1.00 par value. There are issued and
outstanding 1,250 shares of such common stock all of which are issued to the
Walters Trust. The issued and outstanding shares of such common stock have
been duly authorized and validly issued, are fully paid and nonassessable and
were issued in compliance with all applicable state and federal laws concerning
the issuance of securities. There are no outstanding rights, options,
warrants, conversion rights, or agreements for the purchase or acquisition from
Comanche of any shares of its capital stock other than as contemplated herein.

E. Authorization. All corporate action on the part of Comanche
and its directors and stockholders necessary for the transaction contemplated
in this Agreement have been taken. This Agreement is a legal, valid and
binding obligation of Comanche, enforceable against Comanche in accordance with
its terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws of general application affecting enforcement of
creditors' rights, and except as limited by application of legal principles
affecting the availability of equitable remedies.

F. Liabilities. Disclosure Schedule III, Item F lists all of the
material liabilities of Comanche.

G. Changes in Financial Condition. Since February 1, 1993,
except as set forth on Disclosure Schedule III, Item G: (a) Comanche has not
entered into any transaction which was not in the ordinary course of business;
(b) there has been no materially adverse change in the condition (financial or
otherwise), business, property, assets, or liabilities of Comanche other than
changes in the ordinary course of business, none of which have been materially
adverse; (c) there has been no damage to, destruction of or loss of physical
property (whether or not covered by insurance) materially adversely affecting
the business or operations of Comanche; (d) Comanche has not declared or paid
any dividend or made any distribution on its stock, redeemed, purchased or
otherwise acquired any of its stock, granted any options to purchase shares

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of its stock, or issued any shares of its stock, except as provided for by this
Agreement; (e) Comanche has had no employees; (f) Comanche has not received
notice that there has been a loss of any of its major customers, or any
material order cancellation; and (g) to the knowledge of the Walters Trust,
there has been no other event or condition of any character pertaining to and
materially adversely affecting the assets or business of Comanche.

H. Material Contracts and Commitments. All the material
contracts, commitments, agreements, and instruments to which Comanche is a
party are legal, valid, binding, and in full force and effect in all material
respects and enforceable by Comanche in accordance with their terms except as
limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws
of general application by affecting enforcement of creditors' rights, and
except as limited by application of legal principles affecting the availability
of equitable remedies. Comanche is not in material default under any of such
contracts. A list of all such material contracts, agreements and instruments
is set forth in Disclosure Schedule III, Item H hereto.

I. Compliance with Other Instruments, None Burdensome, etc.
Comanche is not in violation of any term of its certificate of incorporation or
bylaws, or in any material respect of any mortgage, indenture, contract,
agreement, instrument, or, to the knowledge of the Walters Trust, any judgment,
decree, order, statute, rule, or regulation applicable to it. The execution,
delivery, and performance by Comanche of this Agreement, and the exchange of
the securities pursuant hereto, will not result in any such violation or be in
conflict with or constitute a default under any such term, or cause the
acceleration of maturity of any loan or material obligation to which Comanche
is a party or by which it is bound or with respect to which it is an obligor or
guarantor, or result in the creation or imposition of any material lien, claim,
charge, restriction, equity or encumbrance of any kind whatsoever upon, or, to
the knowledge of the Walters Trust, after due inquiry, given to any other
person any interest or right (including any right of termination or
cancellation) in or with respect to any of the material properties, assets,
business or agreements of Comanche. To the knowledge of the Walters Trust,
after due inquiry, no such term or condition materially adversely affects or in
the future (so far as can reasonably be foreseen by the Walters Trust at the
date of this Agreement) may materially adversely affect the business, property,
prospects, conditions, affairs, or operations of Comanche.

J. Litigation, etc. There are no actions, proceedings, or
investigations pending (or, to the Walters Trust's knowledge, any basis
therefor or threat thereof), which, either in any case or in the aggregate,
would, if adversely determined, result in any adverse effect on the business,
prospects, conditions, affairs, or

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operations of Comanche or in any of its properties or assets, or in any
impairment of the right or ability of Comanche to carry on its business as
presently conducted, or in any material liability on the part of Comanche, or
which question the validity of this Agreement or any action taken or to be
taken in connection herewith.

K. Governmental Consent, etc. Other than the filing of
Certificates of Merger with the Secretaries of State of Delaware and Oklahoma,
no consent, approval, or authorization of, or designation, declaration, or
filing with, any governmental unit is required on the part of the Walters Trust
in connection with the valid execution and delivery of this Agreement, or the
offer, sale or issuance of the securities, or the consummation of any other
transaction contemplated hereby.

L. Insurance. Comanche has no liability insurance currently in
force, and the Walters Trust is not aware of any claims for personal injuries
or property damage by reason of neglect or oversight on the part of Comanche or
its agents, servants, or employees now pending or threatened against Comanche
and knows of no damage to personal property by Comanche or its agents, servants
or employees, which might give rise to such claims.

M. Patents, etc. Other than the trade name "Comanche Gas
Marketing," there are no patents, patent applications, registered trademarks,
trademark applications, trade names, and registered copyrights under which
Comanche operates. Comanche has not received any notice or claim of
infringement of any patent, invention, right, trademark, trade name or
copyright of others with respect to any process, method, formula or procedure
used by Comanche in the present conduct of its business.

N. Title to and Condition of Properties. Disclosure Schedule
III, Item N is a list of all material tangible and intangible assets and
properties of Comanche as of the date of this Agreement. Comanche has good and
marketable title to such tangible and intangible property and assets, and such
property and assets are subject to no mortgage or security interest,
conditional sales contract, charge, lien or encumbrance (except for the lien of
current taxes not yet due and payable and such imperfections of title,
easements and encumbrances, if any, as are not substantial in character, amount
or extent and do not materially detract from the value of, or interfere with
the present use of the properties subject thereto or affected thereby, or
otherwise materially impair the business operations of Comanche. Comanche is
not a party to any material or personal property leases.

O. Taxes. Comanche has timely filed all tax returns that are
required to have been filed prior to the date of this Agreement with
appropriate federal, state, county and local governmental

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agencies or instrumentalities, and each of the returns correctly reflects the
income and tax liability required to be shown therein. Comanche has paid or
established reserves for all income, franchise, and other taxes due by it as
reflected on the returns. There is no pending dispute with any taxing
authority relating to any of the returns which if determined adversely to the
taxpayer would result in the assertion by any taxing authority of any valid
deficiency in a material amount for taxes against Comanche. Comanche's Federal
income tax returns have not been audited.

P. Environmental Matters. As used in this Section III.P,
"Environmental Laws" means all local, state, and federal environmental, health,
and safety laws and regulations in all jurisdictions in which Comanche has done
business or owned property, including, without limitation, the Federal Resource
Conservation and Recovery Act, the Federal Comprehensive Environmental
Response, Compensation and Liability Act, the Federal Clean Water Act, the
Federal Clean Air Act, and the Federal Occupational Safety and Heath Act.

Neither the conduct nor operation of Comanche nor any condition of any
property ever owned, leased or operated by it violates or violated
Environmental Laws in any respect material to the business of Comanche, and no
condition or event has occurred with respect to it or any such property that,
with notice or the passage of time, or both, would constitute a violation
material to the business of Comanche to remedy, stabilize, neutralize, clean up
or otherwise alter the environmental condition of any such property where the
aggregate cost of such actions would be material to Comanche. Comanche has not
received any notice from any governmental agency or any other person or entity
that the operation of any facilities or any property ever owned, leased, or
operated by it, is or was in violation of any Environmental Laws or is
responsible (or potentially responsible) for remedying, establishing,
neutralizing, or cleaning up any pollutants, contaminants, or hazardous or
toxic waste, substances or materials at, on, or beneath any such property where
the aggregate cost thereof would be material to Comanche.

Q. Compliance with the Law. Comanche has all licenses,
franchises, permits, and other governmental authorizations that are legally
required to enable it to conduct its business in all material respects and is
in compliance in all material respects with all applicable laws and
regulations.

R. ERISA Compliance. Comanche is in compliance in all material
respects with the requirements of the Employee Retirement Income Security Act
of 1974, as amended.

S. Disclosure. This Agreement and the exhibits hereto, as they
apply to Comanche, Disclosure Schedule III, and all certificates

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of Comanche delivered to ONEOK pursuant to this Agreement, when read together,
do not contain any untrue statement of a material fact and do not omit to state
a material fact necessary in order to make the statements contained therein or
herein not misleading.

IV. Representations and Warranties of ONEOK.

ONEOK represents and warrants to Ward and the Walters Trust as follows:

A. Organization and Standing - ONEOK. ONEOK is a corporation
duly organized and existing under, and by virtue of, the laws of the State of
Delaware and is in good standing under its laws. ONEOK is qualified, licensed,
or domesticated as a foreign corporation in the State of Oklahoma.

B. Organization and Standing - ONEOK Marketing. ONEOK Marketing
is a corporation duly organized and existing under, and by virtue of, the laws
of the State of Delaware and is in good standing under its laws. ONEOK
Marketing is qualified, licensed, or domesticated as a foreign corporation in
each jurisdiction where the nature of its activities or the properties owned or
leased by it makes such qualification, licensing, or domestication necessary at
this time.

C. Corporate Powers. Both ONEOK and ONEOK Marketing have all
requisite legal and corporate power to enter into this Agreement and to carry
out and perform their respective obligations under the terms of this Agreement.
Neither the certificates of incorporation nor bylaws of ONEOK and ONEOK
Marketing, nor any other instrument to which ONEOK and ONEOK Marketing are
parties, or by which either is bound, nor any court order or any governmental
law, rule or regulation, will be violated by ONEOK's or ONEOK Marketing's
execution and consummation of this Agreement.

D. No Restriction. Neither ONEOK nor ONEOK Marketing is subject
to any order, judgment or decree, or the subject of any litigation, claim or
proceeding, pending or threatened, or any other restriction of any kind or
character known to ONEOK, which would affect its ability to carry out the
transactions contemplated by this Agreement.

E. Authorization. All corporate action on the part of ONEOK and
ONEOK Marketing, their directors, and stockholders necessary for the
transactions contemplated by this Agreement have been taken. This Agreement is
a legal, valid, and binding obligation of ONEOK and ONEOK Marketing,
enforceable against each corporation in accordance with its terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
of general application affecting enforcement of creditors' rights, and except

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as limited by application of legal principles affecting the availability of
equitable remedies.

F. Governmental Consent, etc. Other than filings required under
the HSR Act (as hereinafter defined) and the filing of Certificates of Merger
with the Secretaries of State of Delaware and Oklahoma, no consent, approval,
or authorization of, or designation, declaration, or filing with, any
governmental unit is required on the part of ONEOK or ONEOK Marketing in
connection with the valid execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.

G. Litigation, etc. There are no actions, proceedings, or
investigations pending, or to ONEOK's or ONEOK Marketing's knowledge, or any
basis therefor or threat thereof, which question the validity of this Agreement
or any other action taken or to be taken in connection herewith.

H. Disclosure. This Agreement and the exhibits hereto, as they
apply to ONEOK and ONEOK Marketing, and all certificates of ONEOK delivered to
Ward and the Walters Trust pursuant to this Agreement, when read together, do
not contain any untrue statement of a material fact and do not omit to state a
material fact necessary in order to make the statements contained therein or
herein not misleading.

I. SEC Reports. ONEOK has filed in a timely manner any and all
reports required to be filed pursuant to Sections 13 and 15(d) of the
Securities Exchange Act of 1934, as amended, since January 1, 1993. At the
respective times of filing thereof, none of such reports contained any untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. Each audited and unaudited financial
statement (and the notes relating thereto) contained in such reports was
prepared in accordance with generally accepted accounting principles
consistently applied (except as otherwise indicated therein) and fairly
presents the consolidated financial condition of ONEOK and its subsidiaries as
of the respective date thereof and the related consolidated results of
operations, stockholders' equity, and cash flows or changes in financial
position, as applicable, of ONEOK and its subsidiaries for and during the
respective period covered thereby.

J. Common Stock. The Common Stock to be issued to Ward and the
Walters Trust hereunder is duly authorized and, when issued in accordance with
the terms of this Agreement, will be validly issued, fully paid and
nonassessable.

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V. Conditions to Ward's and Ward Services' Obligations.

The obligations of Ward and Ward Services to close the transaction on
the Closing Date are subject, unless waived by Ward, to the satisfaction, on or
prior to the Closing Date, of each of the following conditions:

A. Representations, Warranties and Covenants. All
representations and warranties of ONEOK contained in this Agreement shall be
true and correct in all material respects at and as of the Closing Date as if
such representations and warranties were made at and as of the Closing Date,
and ONEOK and ONEOK Marketing shall have performed in all material respects all
agreements and covenants required hereby to be performed by them prior to or at
the Closing Date.

B. Consents. All consents, approvals and waivers from
governmental authorities and other parties necessary to permit ONEOK and ONEOK
Marketing to carry out the transactions as contemplated hereby shall have been
obtained.

C. No Governmental Proceeding or Litigation. No suit, action,
investigation, inquiry or other proceeding by any governmental authority or
other person shall have been instituted or threatened which questions the
validity or legality of the transactions contemplated hereby and which could
reasonably be expected to adversely affect the transactions contemplated
hereunder.

D. HSR Act Waiting Period. All applicable waiting periods in
respect of the transaction contemplated by this Agreement under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), shall have expired at or prior to Closing.

E. Shelf Registration Agreement. ONEOK shall have executed and
delivered to Ward a Shelf Registration Agreement substantially in the form
attached hereto as Exhibit A (the "Shelf Registration Agreement").

F. Employment Agreements. ONEOK Marketing shall have executed
and delivered Employment Agreements with James C. Walters, Jr. and Donald T.
Jacobsen substantially in the forms attached hereto as Exhibits B and C (the
"Employment Agreements").

VI. Conditions to Comanche's and the Walters Trust's Obligations.

The obligations of Comanche and the Walters Trust to close the
transaction on the Closing Date are subject, unless waived by the Walters
Trust, to the satisfaction, on or prior to the Closing Date, of each of the
following conditions:

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A. Representations, Warranties and Covenants. All
representations and warranties of ONEOK contained in this Agreement shall be
true and correct in all material respects at and as of the Closing Date as if
such representations and warranties were made at and as of the Closing Date,
and ONEOK and ONEOK Marketing shall have performed in all material respects all
agreements and covenants required hereby to be performed by them prior to or at
the Closing Date.

D. Shelf Registration Agreement. ONEOK shall have executed and
delivered the Shelf Registration Agreement.

E. Employment Agreements. ONEOK Marketing shall have executed
and delivered the Employment Agreements.

F. HSR Act Waiting Period. All applicable waiting periods in
respect of the transaction contemplated by this Agreement under the HSR Act,
shall have expired at or prior to Closing.

VII. Conditions to ONEOK's and ONEOK Marketing's Obligations.

The obligations of ONEOK and ONEOK Marketing to close the transaction
on the Closing Date are subject, unless waived by ONEOK, to the satisfaction on
or before the Closing Date of each of the following conditions:

A. Representations, Warranties and Covenants. All
representations and warranties of Ward and the Walters Trust contained in this
Agreement shall be true and correct in all material respects at and as of the
Closing Date as if such representations and warranties were made at and as of
the Closing Date, and Ward and the Walters Trust shall have performed in all
material respects all agreements and covenants required hereby to be performed
by them prior to or at the Closing Date.

B. Consents. All consents, approvals and waivers from
governmental authorities and other parties necessary to permit Ward, Ward
Services, the Walters Trust and Comanche to carry out

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the transactions as contemplated hereby shall have been obtained by the Closing
Date.

D. HSR Act Waiting Period. All applicable waiting periods in
respect of the transaction contemplated by this Agreement under the HSR Act,
shall have expired at or prior to Closing.

E. Employment Agreements. James C. Walters and Donald T.
Jacobsen shall have executed and delivered the Employment Agreements to ONEOK
Marketing.

F. Termination of Other Agreements. On or before the Closing,
the following agreements (the "1992 Agreements") shall be terminated and all
further rights thereunder released by the parties thereto, effective as of
January 1, 1995:

1. Agreement dated November 17, 1992, between Ward Services (then
Ward Gas Marketing, Inc.) and Comanche.

2. Employment Agreement dated November 17, 1992, between Ward
Services (then Ward Gas Marketing, Inc.) and James C. Walters.

3. Letter Agreement dated October 14, 1992, among Ward Services
(then Ward Gas Marketing, Inc.), ONEOK Marketing, James C. Walters, Comanche,
and Comanche Gas Gathering, Inc.

VIII. The Closing Procedure.

A. General Conditions to Closing. As a condition precedent to
the Closing of the transactions under this Agreement, on or before the Closing
Date, Ward Services' capital account in the Partnership shall be estimated as
of January 1, 1995 ("Ward Services' Capital Account"), and funds equal to the
estimated balance in Ward Services' Capital Account shall be distributed to
Ward Services to be distributed by dividend or other suitable means to Ward
immediately prior to the Closing. Ward and ONEOK Marketing shall remain liable
to each other for future adjustments to the funds distributed from Ward
Services' Capital Account, as above provided, necessary to correct estimates
for the actual amounts resulting from completed transactions. Immediately
prior to consummation of the Merger, a cash distribution will be paid by Ward
Services to Ward equal to the sum of the following (without duplication): (i)
all retained earnings of Ward Services as of

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January 1, 1995, (ii) all capital of Ward Services, except for par value
capital in the amount of $15,000 and capital in excess of par value in the
amount $207,088.97, and (iii) all amounts distributed to Ward Services from the
Partnership which have not previously been distributed by Ward Services. Such
distribution is estimated to be in the aggregate amount of $6,300,000.

B. Closing Documents.

1. At the Closing, ONEOK shall deliver or cause to be delivered
to Ward and the Walters Trust:

a. A certified copy of resolutions of ONEOK's Board of
Directors authorizing the execution of this Agreement and the
consummation of the transactions contemplated hereby, including the
issuance of ONEOK's Common Stock pursuant to the Merger and the Shelf
Registration Agreement.

b. A certified copy of the resolutions of ONEOK
Marketing's Board of Directors and Stockholders, as required for valid
approval of the execution of this Agreement and the consummation of
the transactions contemplated hereby, including the Merger and the
Employment Agreements.

c. A certificate signed by an appropriate officer of
ONEOK stating that the warranties and representations of ONEOK under
this Agreement are true and correct as of the Closing Date and ONEOK
and ONEOK Marketing have complied in all material respects with all of
their obligations and agreements required to be performed prior to the
Closing.

d. An opinion of counsel for ONEOK and ONEOK Marketing,
dated the Closing Date, in form attached hereto as Exhibit D.

2. At the Closing, Ward shall deliver to ONEOK:

a. Certified copies of the Certificates of Incorporation
of Ward and Ward Services.

b. A certified copy of resolutions of Ward's Board of
Directors authorizing the execution of this Agreement and the
consummation of the transactions contemplated hereby.

c. A certified copy of the resolutions of Ward Services'
Board of Directors and Stockholders as required for valid approval of
the execution of this Agreement and the consummation of the
transactions contemplated hereby.

d. A certificate signed by an appropriate officer of
Ward stating that the warranties and representations of Ward under
this Agreement are true and correct as of the Closing

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Date and Ward and Ward Services have complied in all material respects
with all of their obligations and agreements required to be performed
prior to the Closing.

e. An opinion of counsel for Ward and Ward Services,
dated the Closing Date, in form attached hereto as Exhibit E.

3. At the Closing, the Walters Trust shall deliver to ONEOK:

a. A certified copy of the Certificate of Incorporation
of Comanche.

b. A certified copy of the resolutions of Comanche's
Board of Directors and Stockholder, as required for valid approval of
the execution of this Agreement and the consummation of the
transactions contemplated hereby.

c. A certificate signed by James C. Walters, Jr. stating
that the warranties and representations of the Walters Trust under
this Agreement are true and correct as of the Closing Date and
Comanche and the Walters Trust have complied in all material respects
with all of their obligations and agreements required to be performed
prior to the Closing under this Agreement.

d. An opinion of counsel for Comanche and the Walters
Trust, dated the Closing Date, in form attached hereto asExhibit F.

4. In addition, at the Closing:

a. The Employment Agreements and the Shelf Registration
Agreement shall be executed and delivered by the respective parties
thereto.

b. The documents terminating and releasing all further
rights under the 1992 Agreements shall be executed and delivered by
the respective parties thereto.

IX. Conduct of Business Pending Closing.

During the period from the date hereof to the Closing Date, Ward shall
cause Ward Services (for itself and on behalf of the Partnership) and the
Walters Trust shall cause Comanche to conduct their operations according to
their ordinary and usual course of business and to maintain their records and
books of accounts in a manner that fairly and correctly reflects their income,
expenses and liabilities. During such period, Ward agrees that Ward Services
(for itself and on behalf of the Partnership) and the Walters Trust agrees that
Comanche shall not do any of the following without the written consent of
ONEOK:

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A. Pay or incur any obligation or liability, absolute or
contingent, other than current liabilities incurred in the ordinary course of
business;

B. Except for short term, unsecured bank borrowing not to exceed
$10,000 in the aggregate and except for endorsement, for collection or for
deposit, of negotiable instruments received in the ordinary course of business,
incur any indebtedness for borrowed money, assume, guarantee, endorse or
otherwise as accommodation become responsible for obligations of other
individuals, firms or corporations, or make any loans or advances to any
individual, firm or corporation;

C. Except as contemplated under Section VIII.A. above, declare or
pay any dividends or make any payment or distribution to stockholders as such,
issue any capital stock or purchase or otherwise acquire for value any of its
outstanding capital stock or grant options, warrants or rights to purchase any
shares of its capital stock;

D. Mortgage, pledge or subject to lien or other encumbrance any
of its properties or assets;

E. Sell or transfer any of its properties or assets except in the
ordinary course of business or, without appropriate consideration, cancel,
release or assign any indebtedness owed to it or any claims held by it;

F. Make any investment of a capital nature either by the purchase
of stock or securities (other than United States Government securities),
contributions to capital, property transfers or otherwise, or by the purchase
of any property or assets of any other individual, firm or corporation;

G. Make any material change in its insurance, or other
commitments or arrangements, or enter into (1) any agreement not subject to
termination without liability on notice of 30 days or less; (2) any contract
for the purchase or sale of any materials, products or supplies other than such
contracts incurred in the ordinary course of business; (3) any contract for the
purchase or sale of any materials, products, or supplies, the total contract
price of which exceeds $25,000, or which contains an escalator, renegotiation
or redetermination clause or which commits it for a fixed term; (4) any
management or consultation agreement; (5) any lease, license, royalty or union
agreement; or (6) any other agreement not in the ordinary course of business;

H. Increase in any manner the compensation of any of its officers
or executive employees, or pay or agree to pay any pension or retirement
allowance not required by any existing plan to any of such officers or
employees, or commit itself to any additional

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pension, retirement or profit-sharing plan or agreement or employment agreement
with or for the benefit of any officer, employee or other person; or

I. Take any action which would interfere with or prevent
performance of this Agreement.

X. Payment of Expenses.

All costs and expenses, including, without limitation, legal fees and
taxes, incurred by each party hereto, in negotiating this Agreement or in
consummating the transactions contemplated hereby shall be paid by such party;
provided, however, that, in respect to Ward, Ward Service, Comanche and the
Ward Trust, none of such costs and expenses shall be paid by ONEOK, Ward
Services, or Comanche.

XI. Termination.

This Agreement may be terminated under any of the following
circumstances by notice given on or before the Closing Date:

A. Mutual Agreement. This Agreement may be terminated by the
mutual written agreement of ONEOK, Ward, and the Walters Trust, at any time
prior to the Closing, regardless of whether approval of this Agreement and the
Merger by the respective shareholders shall have previously been obtained.

B. By ONEOK. ONEOK shall have the right to terminate this
Agreement if during the period from the date hereof to the Closing Date any of
the following shall occur:

1. Ward Services or Comanche shall suffer any loss from
fire, flood, explosion or other casualty which substantially and
materially affects the conduct of its business or, irrespective of
insurance, the value of its assets.

2. The Closing shall not have taken place on or before
the end of February, 1995.

C. By Ward or Comanche. Either Ward or Comanche shall have the
right to terminate if during the period from the date hereof to the Closing
Date any of the following shall occur:

1. ONEOK shall suffer any loss from fire, flood,
explosion or other casualty which substantially and materially affects
the conduct of its business or, irrespective of insurance, the value
of its assets.

2. The Closing shall not have taken place on or before
the end of February, 1995.

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D. By Any Party. Any party hereto shall have the right to
terminate this Agreement in the event that there shall be any actual or
threatened litigation challenging the validity or legality of this Agreement or
the consummation thereof or seeking to restrain or invalidate any of the
transactions contemplated hereunder which would, in the judgment of such
parties acting reasonably based upon the advice of counsel, involve material
expense or lapse of time which would be materially adverse to the interests of
such party.

E. Waiver. Any party hereto may, at its election, waive any of
its rights to terminate this Agreement under the foregoing provisions, and
shall be deemed to have waived such rights upon completion of the Closing under
this Agreement. If the facts or conditions giving rise to any such right to
terminate shall have been disclosed in writing to the other party or parties
prior to the Closing, such waiver shall also constitute a waiver of any other
right or remedy (including any right or remedy for breach of representation or
warranty) arising by reason of such fact or condition.

XII. Miscellaneous.

A. Use of Name. Neither Ward nor any of its subsidiaries or
affiliates shall use the name "Ward Gas Services" for a period of five (5)
years from the date of this Agreement.

B. HSR Filings. Both Ward and ONEOK acknowledge that they have
made, or caused to be made, their respective filings as required under the HSR
Act in respect to the transactions under this Agreement and each agrees to use
its best efforts to secure termination of the applicable waiting period as soon
as possible under the circumstances.

C. Survival of Warranties and Representations and Indemnification.

1. Notwithstanding any investigation conducted before or after
the Closing, the parties shall, subject to any state of facts or limitations
set forth in the Disclosure Schedules attached hereto or otherwise disclosed in
writing prior to the Closing, be entitled to rely upon the warranties and
representations set forth herein, and the obligations of the parties with
respect thereto shall survive the closing and continue in full force and effect
until the third anniversary of the Closing Date, at which time all warranties
and representations set forth in this Agreement and all liability of the
parties with respect thereto shall terminate, except for warranties and
representations relating to taxes and except for claims relating to any other
warranties or representations which are asserted in writing on or before the
third anniversary of the Closing Date. Warranties and representations

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concerning taxes and all liability of the parties with respect thereto shall
continue in effect for a period of five years after the Closing Date. Subject
to any applicable statutes of limitation, the liability of the parties with
respect to all other warranties and representations as to which timely claims
have been asserted in writing shall continue until such claims have been
finally decided, settled or adjudicated. Each party will indemnify and hold
the other parties harmless from any and all loss, cost, and damage (including
reasonable attorneys' fees) resulting from such breach of its warranties,
representations, and obligations under this Agreement. Each party's liability
resulting from any breach of its warranties, representations, or other
obligations set forth herein to another party shall be limited, in the
aggregate, to the excess of any loss resulting therefrom over $50,000.
Notwithstanding the foregoing provisions of this Section XII.C. and any other
provision of this Agreement, in no event shall either Ward or the Walters Trust
be liable to ONEOK or ONEOK Marketing or any of their affiliates, for breach of
representation, warranty or otherwise in connection with this Agreement or the
transactions contemplated herein (including without limitation any indemnity
obligation under this Section XII.C), for an aggregate amount in excess of
$3,580,500, as to Ward, or $2,194,500, as to the Walters Trust.

2. ONEOK shall indemnify and hold Ward and its affiliates
harmless from any and all loss, cost, and damage (including reasonable attorney
fees) resulting from the following:

a. Any and all guarantees made by Ward to gas suppliers
on behalf of the Partnership or Ward Services;

b. Any federal or state income tax liability incurred by
Ward as a result of the operations of the Partnership after January 1,
1995; and

c. Any and all guarantees of Ward or Mr. L. O. Ward to
Bank of Oklahoma, N.A. (the "Bank") with respect to obligations of
Ward Services under that certain Credit Agreement dated May 13, 1991,
between Ward Services and the Bank.

3. Ward shall indemnify and hold ONEOK and ONEOK Marketing
harmless from fifty percent (50%) of any and all loss, cost, and damage
(including reasonable attorney fees) in excess of any amounts reserved on the
books of Ward Services with respect thereto, resulting from the sexual
harassment claim of Susan R. Taylor, former employee of Ward Services.

D. Full Access. Ward Services and Comanche shall, during normal
business hours, afford to the officers and authorized representatives of ONEOK
reasonable access to its properties, books and records, including the list of
the companies' shareholders, in

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order that they may have full opportunity to make such investigations as they
shall desire of the affairs of such companies; and such companies will furnish
ONEOK with such additional financial and operating data and other information
as to its business and properties as ONEOK shall from time to time reasonably
request. In the event of the termination and abandonment of the exchange of
the securities, all such non-public information shall be held in strict
confidence by ONEOK and its officers, employees and legal representatives,
except as may be required in any legal proceeding.

E. Waivers and Amendments. With the written consent of ONEOK,
the obligations of Ward, the Walters Trust, Ward Services and Comanche under
this Agreement may be waived (either generally or in particular instance,
either retroactively or prospectively and either for a specified period of time
or indefinitely), and with the same consent Ward, the Walters Trust, Ward
Services or Comanche may enter into a supplementary agreement with ONEOK for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement and the other agreements
contemplated herein.

F. Governing Law. This Agreement shall be governed in all
respects by the laws of the State of Oklahoma as such laws are applied to
agreements between Oklahoma residents entered into and to be performed entirely
within Oklahoma.

G. Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, heirs, executors, and administrators of the
parties hereto. No party hereto shall assign this Agreement, or any rights
thereto, without the prior written consent of the other parties hereto.

H. Entire Agreement. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties hereto with regard to the subjects hereof and
thereof.

I. Notices, etc. All notices and other communications required
or permitted hereunder shall be in writing and shall be effective when mailed
by first class mail, postage prepaid, addressed (1) if to ONEOK or ONEOK
Marketing, at its address set forth below, or at such other address as ONEOK or
ONEOK Marketing shall have furnished to Ward and the Walters Trust in writing,
(2) if to Ward or Ward Services at its address set forth below or at such other
address as Ward or Ward Services shall have furnished to ONEOK in writing, and
(3) if to Comanche or the Walters Trust, at its address set forth below or at
such other address as Comanche or the Walters Trust shall have furnished to
ONEOK in writing:

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(a) Ward or Ward Services:

P.O. Box 1187
502 S. Fillmore
Enid, OK 73702
ATTN: Richard R. Tozzi

(b) Comanche or the Walters Trust:

c/o James C. Walters
4214 E. 97th St.
Tulsa, OK 74137

P.O. Box 871
Tulsa, OK 74102-0871
ATTN: President

J. Separability. In case any provision of this Agreement not
material to the benefits intended to be conferred hereby shall be determined to
be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

K. Finders' Fees.

1. Ward Services (i) represents and warrants that it has retained
no finder or broker in connection with the transactions contemplated by this
Agreement, and (ii) agrees to indemnify and to hold ONEOK and ONEOK Marketing
and their respective officers, directors, and controlling persons, harmless of
and from any liability for any commission or compensation in the nature of a
finder's fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for which Ward
Services, or any of its employees or representatives, are responsible.

2. Comanche (i) represents and warrants that it has retained no
finder or broker in connection with the transactions contemplated by this
Agreement, and (ii) agrees to indemnify and to hold ONEOK and ONEOK Marketing
and their respective officers, directors, and controlling persons, harmless of
and from any liability for any commission or compensation in the nature of a
finder's fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for which Comanche,
or any of its employees or representatives, are responsible.

3. ONEOK and ONEOK Marketing (i) represent and warrant that they
have retained no finder or broker in connection with the

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transactions contemplated by this Agreement, and (ii) agree to indemnify and to
hold Ward, Ward Services, Comanche, and the Walters Trust and their respective
officers, directors, and controlling persons, harmless of and from any
liability for any commission or compensation in the nature of a finder's fee to
any broker or other person or firm (and the costs and expenses of defending
against such liability or asserted liability) for which Ward, Ward Services,
Comanche or the Walters Trust, or any of their employees or representatives,
are responsible.

L. Other Documents. The parties to this Agreement shall in good
faith execute such other and further instruments, assignments or documents as
may be necessary or advisable to carry out the transactions contemplated by
this Agreement.

M. Public Disclosure. Before the Closing, none of the parties
hereto shall make any public release of information regarding the matters
contemplated herein, except (i) a joint press release in agreed form shall be
issued by ONEOK and Ward as promptly as is practicable after execution of this
Agreement, (ii) the parties hereto may each continue such communications with
employees, customers, suppliers, franchisees, lenders, lessors, shareholders,
and other particular groups as may be legally required or necessary or
appropriate and not inconsistent with the best interests of the other party or
the prompt consummation of the transactions contemplated by this Agreement, and
(iii) as required by law.

N. Titles and Subtitles. The titles of the Articles, Sections
and subsections of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement. References herein to
exhibits and schedules to this Agreement shall be deemed to incorporate such
exhibits by reference.

O. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which together
shall constitute one instrument, and which shall become effective when there
exist copies signed by all of the parties hereto.

P. Acknowledgment and Covenant. ONEOK and ONEOK Marketing
acknowledge and agree that, at the date hereof, Ward Services is indebted to
Ward (i) in the approximate amount of $1,250,000 for Ward Services' income
taxes as a part of the consolidated group with Ward, which amount is reflected
on the consolidated balance sheet of Ward Services as "Income taxes payable"
(the "Tax Liability"); and (ii) for various amounts which cannot be determined
on the date hereof with respect to gas purchases by Ward Services from Ward
during January, 1995 (the "Gas Liabilities"). ONEOK agrees that it will pay,
or cause to be paid, the Tax

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Liability at or within 60 days after the Closing. ONEOK agrees that it will
pay, or cause to be paid, the Gas Liabilities as and when the same become due
in the ordinary course.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed by their duly authorized representatives, effective as of the date set
forth on the first page hereof.

Ward Petroleum Corporation, an Oklahoma
corporation

By/s/ L.O. Ward
----------------------------------------------
President

"Ward"

Ward Gas Services, Inc., an Oklahoma corporation

By/s/ James C. Walters
----------------------------------------------
President

"Ward Services"

ONEOK Inc., a Delaware corporation

By/s/ Larry W. Brummett
----------------------------------------------
Chairman of the Board

"ONEOK"

ONEOK Gas Marketing Company, a Delaware
corporation

By/s/ B. M. VanMeter
----------------------------------------------
President

"ONEOK Marketing"

-28-
29
Comanche Gas Marketing Company, an Oklahoma
corporation

By/s/ James C. Walters
----------------------------------------------
President

"Comanche"

/s/ James Christopher Walters, Jr.
------------------------------------------------
James Christopher Walters, Jr., Trustee of the
James Christopher Walters, Jr. Trust dated
August 3, 1983

/s/ LaVonne Diane Walters
------------------------------------------------
LaVonne Diane Walters, Trustee of the James
Christopher Walters, Jr. Trust dated
August 3, 1983

"The Walters Trust"

-29-
30
Exhibits List

Exhibit A Shelf Registration Agreement

Exhibit B Walters Employment Agreement

Exhibit C Jacobsen Employment Agreement

Exhibit D Opinion of Counsel for ONEOK and ONEOK Marketing

Exhibit E Opinion of Counsel for Ward and Ward Services

Exhibit F Opinion of Counsel for Comanche and the Walters Trust

-30-
31
Disclosure Schedules

Disclosure Schedule II, Item G Changes in Financial Condition - Ward Services

Disclosure Schedule II, Item H Material Contracts and Commitments - Ward Services

Disclosure Schedule II, Item J Litigation, etc. - Ward Services

Disclosure Schedule II, Item L Insurance - Ward Services

Disclosure Schedule II, Item P Violations of Environmental Laws - Ward Services

Disclosure Schedule III, Item F Material Liabiities of Comanche

Disclosure Schedule III, Item G Changes in Financial Condition - Comanche

Disclosure Schedule III, Item H Material Contracts and Commitments - Comanche

Disclosure Schedule III, Item N Title to and Condition of Properties - Comanche

-31-
32
DISCLOSURE SCHEDULE II

Item G. Changes in Financial Condition

I. Natural prices have declined, such decline having had
an adverse effect of the revenues of Ward Services.

II. Ward Services has paid, or prior to the Merger will
have paid, the following dividends:

a. As of March 9, 1994, a cash dividend of
$24.00 per share of common stock for a total
amount of $360,000 paid to Ward.

b. As of December 31, 1994, an in-kind dividend
of the following described properties was
distributed to Ward:

Property Description Value
-------------------- -----

Groendyke Gas Gathering System Joint Venture $ 54,411.29
dated 7/15/88 (40% ownership interest)

Gaines Creek Pipeline Joint Venture dated 1/1/91 30,108.41
(10% ownership interest)

Jantz Gas System (100% ownership interest) 8,828.18

Kincaid Gas Gathering (100% ownership interest) 4,880.09

Kephart Gas System 2,326.41
-----------
$101,554.38

c. Immediately prior to consummation of the
Merger, a cash distribution will be paid by
Ward Services to Ward equal to the sum of the
following (without duplication:): (i) all
retained earnings of Ward Services as of
January 1, 1995, (ii) all capital of Ward
Services, except for par value capital in the
amount of $15,000 and capital in excess of
par value in the amount of $207,088.97, and
(iii) all amounts distributed to Ward
Services from the Partnership which have not
previously been distributed by Ward Services.
Such distribution is estimated to be in the
aggregate amount of $6,300,000.

III. See the matters listed under Item J below.

Item H. Material Contracts and Commitments

I. General Partnership Agreement between Ward Services
(then Ward Gas Marketing, Inc.) and ONEOK Marketing
Company dated as of October 1,1992.

II. Lease Agreement dated November 19, 1994, between Ward
Services (lessee) and Alco Capital Resource, Inc.
(lessor) relating to lease of Canon copier. (Copier
also covered by one-year pre-paid maintenance
agreement dated November 29, 1994, with Mirex
Corporation.)
33
III. Lease Agreement dated March 24, 1994, between Ward
Services (lessee) and Alco Capital Resource, Inc.
(lessor) relating to lease of Canon fax machine.
(Fax machine also covered by three-year pre-paid
maintenance agreement dated March 24, 1994, with
Mirex Corporation.)

IV. Mid-Continent Tower Lease Agreement commencing
October 1, 1992, between Ward Services (then Ward Gas
Marketing, Inc.) (tenant) and RMM Corporation
(landlord), as amended by Amendment to Lease
Agreement effective April 1, 1994.

V. Employment Agreement dated November 17, 1992,
effective February 1, 1992, between Ward Services and
James C. Walters.

VI. Agreement dated as of November 17, 1992, between Ward
Services and Comanche relating to gas marketing
consulting services and project participation rights.

VII. Credit Agreement dated as of May 13, 1991, between
Ward Services (borrower) and Bank of Oklahoma, N.A.,
as amended by that First Amendment to Credit
Agreement dated as of January 31, 1992, that Second
Amendment dated as June 30, 1992, that Third
Amendment dated as of October 31, 1992, that Fourth
Amendment dated as of February 1, 1993, that Fifth
Amendment dated as of June 30, 1993, that Sixth
Amendment dated as of December 1, 1993, that Seventh
Amendment dated as of June 30, 1994, and that Eight
Amendment dated as of October 31, 1994; related
Promissory Note in the principal amount of $5,000,000
dated October 31, 1994. See Attachment A to this
Disclosure Schedule II for a list of security
agreements entered into and letters of credit issued
under the above-described Credit Agreement.

VIII. Letter Agreement dated October 14, 1992, among Ward
Services (then Ward Gas Marketing, Inc.), ONEOK
Marketing, James C. Walters, Comanche and Comanche
Gas Gathering, Inc.

Item J. .Litigation, etc

I. Susan R. Taylor v. Ward Gas Marketing, Inc., U.S. Equal
Employment Opportunity Commission, Charge No.: ###-##-####.
Ms. Taylor, after being terminated by Ward Services, filed
this EEOC Complaint alleging she was discriminated against
because of sex and that she was subjected to a "sexually
hostile work environment." On November 8, 1994, Ms. Taylor
filed an action styled Susan R. Taylor v. Ward Petroleum
Company and Ward Gas Services,Inc., in the U.S. District Court
for the Northern District of Oklahoma, Case No. 94-C-1040-K.
An Amended Complaint was filed November 16, 1994. In this
action Ms Taylor alleges violation of Title VII of the Civil
Rights Act of 1964, as amended (hostile work environment
sexual harassment), wrongful discharge in violation of
Oklahoma public policy, intentional or negligent infliction of
emotional distress and breach of contract.

II. Ward Gas Services, Inc. v. William R. Thomas, d/b/a Sinclair
Oil & Gas Co., No. CJ-93-4740 (District Court of Tulsa County,
Oklahoma). In January 1993, Ward Services delivered 124,000
MMBtu of natural Gas to William R. Thomas, d/b/a Sinclair Oil
& Gas. Co. Thomas claims that he received only 89,826 MMBtu.
As a result, Thomas' payments were deficient in the amount of
$66,297.56. Ward Services sued Thomas for this amount in
Tulsa County District Court.

III. Ward Gas Services, Inc. v. Daniel C. Nix, Carol A. Nix, Phil
Kerns, Robert Walls, Pat Vercillini, Ralph Caldwell, and Jane
Doe, No. CJ-94-5037 (District Court of Tulsa County,
Oklahoma). In December 1994, Ward Services became aware that
Daniel C. Nix, an employee,

-2-
34
had embezzled $96,350.68 during the Period from October 1994
through November 1994. Nix resigned in December 1994 and Ward
Services sued him for this amount and for other relief. In
December 1994, Ward Services amended its petition to assert
claims for breach of contract, conversion, conspiracy, breach
of fiduciary duty and unjust enrichment against Nix and to
assert claims for conspiracy and unjust enrichment against
Carol A. Nix, Phil Kerns, Robert Walls, Pat Vercillini, Ralph
Caldwell and Jane Doe. Since the filing of this lawsuit, Nix
has voluntarily returned $19,340.57 to Ward Services.

IV. In re: Consolidated Fuel Corporation; Case No.
394-36782-RCM-11, United States Bankruptcy Court for the
Northern District of Texas, Dallas Division. Ward Services
sold natural gas to Consolidated Fuel Corporation ("CFC") for
resale to the city of Springfield, Missouri (the "City).
These sales were made under an escrow arrangement which
required the City to pay CFC's invoice into an escrow account
at Gateway National Bank in Dallas, Texas. Gateway National
Bank is authorized to disburse funds from the escrow account
only upon the signatures of both a Ward Services
representative and a CFC representative. On November 15,
1994, CFC filed the bankruptcy action referenced above. At
that time, CFC owed Ward Services approximately $400,000.00,
invoices were outstanding from CFC to the City and there were
no funds in the escrow account. CFC listed Ward as an
unsecured creditor in its bankruptcy schedules. Ward claims
ownership of all funds in the escrow account subject to
disbursement pursuant to the terms of the escrow agreement.
Subsequent to CFC's bankruptcy filing, the City has paid,
through January 11, 1995, $976,716.00 into the escrow account.
CFC has treated the Ward/CFC escrow account at Gateway
National Bank as a restricted cash collateral account.

Item L. Insurance

See Attachment B for a summary description of Ward Services'
liability insurance coverage.

Item P. Environmental Matters

None.

-3-
35
ATTACHMENT A

WARD GAS SERVICES, INC.

BANK OF OKLAHOMA REVOLVING LINE OF CREDIT, NOTES PAYABLE
AND SECURITY AGREEMENTS FOR LETTERS OF CREDIT

December 31, 1994

Ward Gas Services, Inc. was required to enter into a revolving credit agreement
and associated $5,000,000 note with the Bank of Oklahoma for the letters of
credit to be issued by the bank. The letters of credit are secured as per the
schedule below. No amounts were advanced on the indebtedness itself.

Cash Backed
Security
L.C.'s Number Executed Expires Agreement
------ ------ -------- ------- ---------

Enron *9406* 11/15/94 $ 250,000 01/15/95 1/2 $ 125,000
Cash
Enron *9376* 10/28/94 138,000 01/15/95 1/2 69,000
Cash

Midcon *9429* 11/30/94 350,000 02/15/95 1/2 175,000
Cash

Railroad Comm (Tex) *8552* 07/26/93 25,000 09/30/95 100% 25,000
State of Okla (BOK) *7560* 02/03/95 1,046,000 06/30/95 1/2 523,000
Cash ---------

$1,809,000 $ 917,000
========== =========

Ward Gas Services, Inc.
Cash Account #70090092 - Balance at 12/31/94 $ 923,123
=========

January Additions as of 1/25/95

Cash Backed
Security
L.C.'s Number Executed Expires Agreement
------ ------ -------- ------- ---------

Enron *9548* 01/25/95 $ 125,000 02/15/95 1/2 $ 62,500
Cash

Aurora *9553* 01/27/95 344,000 04/15/95 1/2 172,000
--------- Cash ----------

$ 469,000 $ 234,500
========= ==========

36
ATTACHMENT B

WARD GAS SERVICES

SUMMARY OF INSURANCE COVERAGE

12/31/94

First named insured is Ward Petroleum Corporation.

Ward Gas Services is also a named insured under these policies:

Type of Policy: Policy Number: Insurance Company: Effective Dates:
-------------- ------------- ----------------- ---------------

General Liability CGL5609024 Gulf Insurance 4/01/94-4/01/95

Workers' Compensation WC5567943 Gulf Insurance 4/01/94-4/01/95
Monthly reporting

Commercial Auto - BA5583540 Gulf Insurance 4/01/94-4/01/95
No scheduled
vehicles $1M
liability -
hired and
non-owned
only

Umbrella OUL017919 RLI 4/01/94-4/01/95

Package - Crime CLP7657112 Select 4/01/94-4/01/95
coverage only

Property - contents CLP7661365 Gulf Insurance 5/30/94-5/30/95
only - $75,000
(Tulsa
office)

37
CERTIFICATE OF INSURANCE

Ward Gas Services, a Partnership

COVERAGE:

General Liability General Aggregate $4,000,000

Commercial General Liability Products-Comp/Op Agg. $4,000,000
Personal and Adv. Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (any one fire) $50,000
Med. Expense (Any one person) $5,000

Automobile Liability

Non-Owned Autos Combined Single Limit $1,000,000

Workers Compensation Each Accident $500,000
and Disease - Policy Limit $500,000
Employer's Liability Disease - Each Employee $500,000

(Copy of Certificate on file with ONEOK Gas Marketing Company)
38
DISCLOSURE SCHEDULE III

Item F. Liabilities

None

Item G. Changes in Financial Condition

From time to time, the price of natural gas has substantially
decreased, the effect of which may be a material or adverse change
in the business of Comanche and the value of its assets. Comanche
is a corporation governed by Subchapter S of the Internal Revenue
Code, and as such, Comanche has distributed to its shareholder on
a regular basis amounts as reflected in Comanche's tax returns
previously provided to ONEOK for years prior to 1994 and has
distributed or will distribute approximately $1,150,000 for 1994
and 1995.

Item H. Material Contracts and Commitments

I. Agreement dated November 17, 1992, but effective February 1,
1992, by and between Ward Services (then Ward Gas Marketing,
Inc.) and Comanche (the "Ward-Comanche Agreement").

II. Letter Agreement dated October 14, 1992, among Ward Services
(then Ward Gas Marketing, Inc.), ONEOK Marketing, James C.
Walters, Comanche and Comanche Gas Gathering, Inc.

Item N. Title to and Condition of Properties

None
39

SHELF REGISTRATION AGREEMENT

by and among

ONEOK INC.

WARD PETROLEUM CORPORATION

and

JAMES CHRISTOPHER WALTERS, JR. AND LAVONNE DIANE WALTERS,
TRUSTEES OF THE JAMES CHRISTOPHER WALTERS, JR.
TRUST DATED AUGUST 3, 1983

_______________________________________________________________

Dated as of February , 1995

_______________________________________________________________

40
SHELF REGISTRATION AGREEMENT

This Shelf Registration Agreement (this "Agreement") is made and
entered into this ___ day of February, 1995, by and among ONEOK INC., a
Delaware corporation (the "Company"), WARD PETROLEUM CORPORATION, an Oklahoma
corporation ("Ward"), and JAMES CHRISTOPHER WALTERS, JR. AND LaVONNE DIANE
WALTERS, TRUSTEES OF THE JAMES CHRISTOPHER WALTERS, JR. TRUST DATED AUGUST 3,
1983 (the "Walters Trust"). Ward and the Walters Trust are sometimes referred
to herein individually as a "holder" and collectively as the "holders."

RECITALS

This Agreement is being entered pursuant to the provisions of Section
VII.B.4 of that certain Agreement and Plan of Merger (the "Merger Agreement"),
dated as of February __, 1995, by and among the Company, Ward, ONEOK Gas
Marketing Company, a Delaware corporation, Ward Gas Services, Inc., an Oklahoma
corporation, Comanche Gas Marketing Company an Oklahoma corporation, and the
Walters Trust.

NOW, THEREFORE, in consideration of the representations, warranties
and agreements set forth in the Merger Agreement and herein, and intending to
be legally bound, the parties hereto do hereby agree as follows:

Section 1. Definitions.

Except as otherwise defined herein, capitalized terms used herein
shall have their respective meanings set forth in the Merger Agreement. As
used in this Agreement, the following terms shall have the following meanings:

Company: See the introductory paragraph to this Agreement.

Effectiveness Period: See Section 3(a) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended.

holder or holders: See the introductory paragraph to this Agreement.

Losses: See Section 6 hereof.

Other Securities: See the definition of "Registrable Securities"
below.

Person: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm or other entity.
41
Preliminary Prospectus: Any preliminary prospectus that may be
included in any Registration Statement.

Prospectus: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

Registrable Securities: All Shares issued to Ward and the Walters
Trust pursuant to the Merger Agreement, until (i) a Registration Statement
covering the Shares has been declared effective by the SEC and such Shares have
been disposed of by the holders thereof in accordance with such effective
Registration Statement, (ii) such Shares are sold in compliance with Rule 144,
or (iii) such Shares cease to be outstanding. If, as a result of any
reclassification, stock split, stock dividend, business combination, exchange
offer or other transaction or event, any capital stock, evidences of
indebtedness, warrants, options, rights or other securities (collectively
"Other Securities") are issued or transferred to a holder in respect of
Registrable Securities held by such holder, references in the preceding
sentence to Shares shall be deemed to include appropriate references to such
Other Securities.

Registration Statement: Any registration statement of the Company
that covers any of the Registrable Securities, including the Prospectus,
amendments and supplements to such registration statement (including post-
effective amendments), all exhibits, and all material incorporated by reference
or deemed to be incorporated by reference in such registration statement.

Regulations: The General Rules and Regulations of the SEC under the
Securities Act.

Rule 144: Rule 144 of the Regulations, as such Rule may be amended
from time to time, or any similar rule (other than Rule 144A) or regulation
hereafter adopted by the SEC providing for offers and sales of securities made
in compliance therewith resulting in offers and sales by subsequent holders of
such securities being free of the registration and prospectus delivery
requirements of the Securities Act.

SEC: The Securities and Exchange Commission.

Securities Act: The Securities Act of 1933, as amended.

Shares: Shares of the Common Stock of the Company issued to Ward and
the Walters Trust pursuant to the Merger Agreement

42
Shelf Registration: See Section 3(a) hereof.

Section 2. Required Registration Under Merger Agreement.

The Company will register the Registrable Securities upon the terms,
and subject to the limitations and conditions, hereinafter set forth.

Section 3. Shelf Registration.

(a) Shelf Registration. The Company shall prepare and file with
the SEC a Registration Statement for an offering to be made by the holders on a
continuous basis under the Regulations covering all of the Registrable
Securities (the "Shelf Registration"). The Shelf Registration shall be on Form
S-3 or another appropriate form permitting registration of such Registrable
Securities for resale by such holders in the manner or manners designated by
them. The Company shall use its reasonable best efforts to cause the Shelf
Registration to be declared effective under the Securities Act within 60 days
after the date hereof and to keep the Shelf Registration continuously effective
under the Securities Act until the date which is 24 months from the date the
Shelf Registration is declared effective (subject to extension pursuant to
clause (iii) of Section 7(b) hereof) (the "Effectiveness Period"), or such
shorter period ending when (i) all Registrable Securities covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Shelf Registration, or (ii) in the opinion of counsel to the Company, which
opinion shall be satisfactory in form, scope and substance to each holder
affected thereby, registration of the Registrable Securities is (A) no longer
required under the Securities Act and (B) the holder may sell all remaining
Registrable Securities in the open market without limitations as to volume and
without being required to file any forms or reports with the SEC under the
Securities Act or the Regulations.

(b) Suspension of Effectiveness. If the Shelf Registration ceases
to be effective for any reason at any time during the Effectiveness Period
(other than because of the sale of all of the Shares registered thereunder),
the Company shall use every reasonable effort to obtain the prompt withdrawal
of any order suspending the effectiveness thereof, and in any event shall,
within 45 days after such cessation of effectiveness, amend the Shelf
Registration in a manner reasonably expected to obtain the withdrawal of the
order suspending the effectiveness thereof.

(c) Supplements and Amendments. The Company shall supplement and
amend the Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act or the Regulations, or if
reasonably requested by the holders of a majority of the Registrable Securities
covered by such Registration Statement.

43
Section 4. Registration Procedures.

In connection with the registration of any Registrable Securities, the
Company shall effect such registrations to permit the sale of such Registrable
Securities in accordance with the intended method or methods of disposition by
the holders thereof, and pursuant thereto the Company shall:

(a) Prepare and file with the SEC, as soon as practicable after
the date hereof, a Registration Statement and use its best efforts to cause
such Registration Statement to become effective and remain effective as
provided herein; provided, however, that, before filing any Registration
Statement or Prospectus or any amendments or supplements thereto, the Company
shall furnish to and afford the holders of the Registrable Securities covered
by such Registration Statement a reasonable opportunity to review copies of all
such documents (including copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed.

(b) Subject to Section 4(a) hereof, (i) prepare and file with the
SEC such amendments and post-effective amendments to the Registration Statement
as may be necessary to keep such Registration Statement continuously effective
for the Effectiveness Period; (ii) cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provisions then in force) of the
Regulations; and (iii) comply with the provisions of the Securities Act, the
Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to it with respect to the disposition of all securities covered by
such Registration Statement as so amended or by such Prospectus as so
supplemented.

(c) Notify the selling holders of Registrable Securities promptly,
and confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has
become effective; (ii) of the issuance by the SEC of any stop order suspending
the effectiveness of a Registration Statement or of any order preventing or
suspending the use of any Preliminary Prospectus or the initiation of any
proceedings for that purpose; (iii) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of a Registration Statement or any of the Registrable
Securities for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose; (iv) of the happening of any
event or any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in such Registration Statement,
Prospectus or documents; and (v) of the Company's reasonable determination that
a post-effective amendment to a Registration Statement would be appropriate.

(d) Use its reasonable best efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a

44
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Securities for sales in any jurisdiction, and, if any
such order is issued, to use its reasonable best efforts to obtain the
withdrawal of any such order at the earliest possible moment.

(e) Furnish to each selling holder of Registrable Securities who
so requests, without charge, one conformed copy of the Registration Statement
and each post-effective amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

(f) Deliver to each selling holder of Registrable Securities,
without charge, as many copies of the Prospectus or Prospectuses (including
each form of Preliminary Prospectus) and each amendment or supplement thereto
and any documents incorporated or deemed to be incorporated by reference
therein as such Persons may reasonably request; and, subject to clauses (iii)
and (iv) of Section 7(b) hereof, the Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
holders of Registrable Securities and the agents, if any, and dealers, if any,
in connection with the offering and sale of the Registrable Securities covered
by the Prospectus and any amendment or supplement thereto.

(g) Use its reasonable best efforts to (i) register or qualify,
and to cooperate with the selling holders of Registrable Securities and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any selling holder reasonably
requests in writing; (ii) keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective; and (iii) do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by the applicable
Registration Statement; provided, however, that the Company shall not be
required to (A) qualify generally to do business in any jurisdiction where it
is not then so qualified, (B) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject, or
(C) subject itself to taxation in any such jurisdiction.

(h) Cooperate with the selling holders of Registrable Securities
to (i) facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates shall not
bear any restrictive legends and shall be in a form eligible for deposit with
Depository Trust Corporation; and (ii) enable such Registrable Securities to be
in such denominations and registered in such names as the holders may
reasonably request.

(i) Use its reasonable best efforts to cause the Registrable
Securities covered by the Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the seller or sellers thereof to consummate the disposition of such
Registrable Securities.

45
(j) Upon the occurrence of any event contemplated by clause (iv)
or (v) of Section 4(c) above, as promptly as practicable prepare and (subject
to Section 4(a) above) file with the SEC a supplement or post-effective
amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Securities being sold thereunder, such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

(k) Use its reasonable best efforts to cause all Registrable
Securities covered by such Registration Statement to be listed on the New York
Stock Exchange and each other securities exchange, if any, on which similar
securities issued by the Company are then listed.

(l) Make available for inspection by any selling holder of such
Registrable Securities being sold and any attorney, accountant or other agent
retained by any such selling holder (collectively, the "Inspectors"), at the
offices where normally kept, during reasonable business hours, all financial
and other records, pertinent corporate documents and properties of the Company
and its subsidiaries (collectively, the "Records") as shall be reasonably
necessary to enable them to exercise their due diligence responsibility, and
cause the officers, directors and employees of the Company and its subsidiaries
to supply all information in each case reasonably requested by any such
Inspector in connection with such Registration Statement. Records which the
Company determines, in good faith, to be confidential and any Records which it
notifies the Inspectors are confidential shall not be disclosed by the
Inspectors unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such Registration Statement; (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction; or (iii) the information in such Records has
been made generally available to the public. Each selling holder of such
Registrable Securities agrees that information obtained by it as a result of
such inspections shall be deemed confidential and shall not be used by it as
the basis for any market transactions in the securities of the Company or its
affiliates unless and until such information is made generally available to the
public. Each selling holder of such Registrable Securities further agrees that
it will, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company at its
expense to undertake appropriate action to prevent disclosure of the Records
deemed confidential.

(m) Comply with all applicable rules and regulations of the SEC
and make generally available to security holders earnings statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45
days after the end of any 12-month period (or 90 days after the end of any
12-month period if such period is a fiscal year) commencing on the first day of
the first fiscal quarter of the Company after the effective date of a
Registration Statement, which statements shall cover said 12-month periods.

46
(n) Cooperate with each holder selling Registrable Securities
covered by any Registration Statement and their respective counsel in
connection with any filings required to be made with the National Association
of Securities Dealers, Inc. (the "NASD").

(o) As soon as reasonably possible following receipt of a notice
from a holder of Registrable Securities pursuant to clause (iv) of Section 7(b)
below, either (i) confirm in writing or orally followed by written confirmation
that the proposed disposition by such holder may be made pursuant to the then
applicable Prospectus together with such amendments or supplements thereto as
have been previously delivered to such holder, or (ii) give such holder the
notice required pursuant to Section 4(c) above and proceed otherwise to take
such actions as required under this Section 4 so that the respective holder's
proposed disposition of Registrable Securities may be effected as promptly as
practicable.

(p) Use its reasonable best efforts to take all other steps
reasonably necessary to effect the registration of the Registrable Securities
covered by a Registration Statement contemplated hereby.

Section 5. Registration Expenses.

All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company whether or not
a Shelf Registration is filed or becomes effective, including, without
limitation, any registration, filing and qualification fees, printing expenses,
fees and disbursements of counsel for the Company and the selling holders, and
expenses of any special audits incidental to or required by such registration,
except that each selling holder shall pay all broker's commissions incurred in
connection with the sale or other disposition of Registrable Securities for or
on behalf of such selling holder's account.

Section 6. Indemnification.

(a) Indemnification by the Company. The Company shall, without
limitation as to time, indemnify and hold harmless, to the fullest extent
permitted by law, each holder of Registrable Securities, the respective
officers, directors and agents and employees of each of them, each Person who
controls each such holder and the officers, directors, agents and employees of
each such controlling person from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, costs of
investigating, preparing to defend, defending and appearing as a third-party
witness and attorneys' fees and disbursements) and expenses, including, without
limitation, any amounts paid in respect of any settlements, subject to written
consent as provided in Section 6(c) below (collectively, "Losses"), joint or
several, without duplication, as incurred, arising out of or based upon any
untrue or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus or in any amendment or supplements thereto
or in any Preliminary Prospectus, or arising out of or based upon, in the case
of the Registration Statement or any amendments thereto, any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, and, in the case of the
Prospectus or in any amendments or

47
supplements thereto or in any Preliminary Prospectus, any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, except, in either case, to the extent, but only to the
extent, that such untrue or alleged untrue statement or omission or alleged
omission has been made therein in reliance upon and in conformity with
information furnished in writing to the Company by such indemnified Person
expressly for use therein.

(b) Indemnification by Holder of Registrable Securities. In
connection with any Registration Statement in which a holder of Registrable
Securities is participating, such holder of Registrable Securities shall
furnish to the Company in writing such information as the Company reasonably
requests for use in connection with any Registration Statement or Prospectus,
and shall, without limitation as to time, indemnify and hold harmless, to the
fullest extent permitted by law, the Company, each Person who controls the
Company and the directors, officers, agents or employees of each, from and
against any and all Losses, as incurred, arising out of or based upon any
untrue or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus, or arising out of or based upon, in the
case of the Registration Statement or any amendments thereto, any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, and, in the case of the
Prospectus or in any amendments or supplements thereto, or in any Preliminary
Prospectus, any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, in either case, to
the extent, but only to the extent, that such untrue or alleged untrue
statement or omission or alleged omission has been made therein in reliance
upon and in conformity with information furnished in writing to the Company by
such holder expressly for use therein. In no event shall the liability of any
selling holder of Registrable Securities hereunder be, or be claimed by the
Company to be, greater in amount than the dollar amount of the proceeds
actually received by such holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. If any Person shall
be entitled to indemnity hereunder (an "indemnified Person"), such indemnified
Person shall give prompt notice to the party or parties from which such
indemnity is sought (the "indemnifying parties") of the commencement of any
action or proceeding, including, without limitation, any governmental
investigation (collectively "Proceedings" and individually a "Proceeding") with
respect to which such indemnified Person seeks indemnification or contribution
pursuant hereto; provided, however, that the failure so to notify the
indemnifying parties shall not relieve the indemnifying parties from any
obligation or liability unless the indemnifying party was not otherwise aware
of such Proceeding and was materially prejudiced by such failure. The
indemnifying parties shall have the right, exercisable by giving written notice
to any indemnified Person promptly after the receipt of written notice from
such indemnified Person of such Proceeding, to assume, at the indemnifying
parties' expense, the defense of any such Proceeding, with counsel reasonably
satisfactory to such indemnified Person and shall pay as incurred the fees and
disbursements of such counsel related to such Proceeding; provided, however,
that an indemnified Person or Persons (if more than one such indemnified Person
is

48
named in any Proceeding) shall have the right to employ separate counsel in any
such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified Person or
Persons unless: (i) the indemnifying parties agree to pay such fees and
expenses; or (ii) the indemnifying parties fail promptly to assume the defense
of such Proceeding or fail to employ counsel reasonably satisfactory to such
indemnified Person or Persons; or (iii) the indemnified Person or Persons shall
have been advised by counsel that there may be a conflict between the positions
of the indemnifying party or an affiliate of the indemnifying party and such
indemnified Person or Persons in conducting the defense of such action or
proceeding or that there may be legal defenses available to such indemnified
Person or Persons different from or in addition to those available to the
indemnifying party or such affiliate, in which case, if such indemnified Person
or Persons notifies the indemnifying parties in writing that it elects to
employ separate counsel at the expense of the indemnifying parties, the
indemnifying parties shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the indemnifying parties. No
indemnifying party shall be liable for any settlement of any such action or
proceeding effected without its written consent (which shall not be
unreasonably withheld), but if settled with its written consent each
indemnifying party jointly and severally agrees, subject to the exceptions and
limitations set forth above, to indemnify and hold harmless each indemnified
Person from and against any loss or liability by reason of such settlement.

(d) Contribution. If the indemnification provided for in this
Section 6 is unavailable to an indemnified Person or is sufficient to hold such
indemnified Person harmless from any Losses in respect to which this Section 6
would otherwise apply by its terms, then each applicable indemnifying party, in
lieu of indemnifying such indemnified Person, shall have an obligation to
contribute to the amount paid or payable by such indemnified Person as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the indemnifying party, on the one hand, and such indemnified Person,
on the other hand, in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such indemnifying party, on the one hand, and indemnified
Person, on the other hand, shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been taken by, or relates to information supplied by, such
indemnifying party or indemnified Person, and the Persons' relative intent,
knowledge, access to information and opportunity to correct or prevent any such
action, statement or omission. The amount paid or payable by a party as a
result of any Losses shall be deemed to include any legal or other fees or
expenses reasonably incurred by such party in connection with any Proceeding,
to the extent such party would have been indemnified for such expenses if the
indemnification provided for in Section 6(a) or 6(b) were available to such
party.

The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 6(d), an
indemnifying party

49
that is a selling holder of Registrable Securities shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities sold by such indemnifying party and distributed to
the public were offered to the public (net of any commissions and expenses)
exceeds the amount of any damages that such indemnifying party has otherwise
been required to pay or had paid by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

(e) Remedies Cumulative. The indemnity, contribution and expense
reimbursement obligations under this Section 6 shall be in addition to any
liability each indemnifying party may otherwise have and shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of any indemnified Person.

Section 7. Agreements and Covenants.

(a) Company Agreements and Covenants. The Company covenants and
agrees with each holder of Registrable Securities that:

(i) When the Registration Statement becomes effective,
and at all times subsequent thereto, and during such longer period as
the Prospectus may be required to be delivered in connection with
sales of the Registrable Securities by the holder, or by a dealer,
and during such longer period until any post-effective amendment
thereto shall become effective, the Registration Statement (and any
post-effective amendment thereto) and the Prospectus (as amended or as
supplemented ) will contain all statements which are required to be
stated therein in accordance with the Securities Act and the
Regulations, and will not contain any untrue statement of a material
fact or omit to state any material fact (except such information which
is omitted from the Registration Statement pursuant to Rule 430A of
the Regulations) required to be stated therein or necessary to make
the statements therein not misleading, and no event will have occurred
which should have been set forth in an amendment or supplement to the
Registration Statement or the Prospectus which has not then been set
forth in such an amendment or supplement; each Preliminary Prospectus,
as of the date filed with the SEC, will not include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that no representation or
warranty is made in this clause (i) of Section 7(a) hereof with
respect to statements or omissions made in reliance upon and in
conformity with written information furnished to the Company pursuant
to clause (ii) of Section 7(b) hereof. Each of the documents filed
pursuant to the Exchange Act and incorporated or deemed to be
incorporated by reference in the Registration Statement will comply in
all material respects with the requirements of the Exchange Act and
the rules and regulations thereunder.

50
(ii) The Company shall not enter into any transaction
involving the issuance or transfer by any other Person of Other
Securities to any holder, or any merger or consolidation in which it
is not the surviving Person, or any sale, lease or other transfer of
all or substantially all of the assets of the Company, unless
effective provision is made for the assumption by such other Person,
jointly and severally with the Company if the Company shall remain in
existence, of all of the obligations of the Company hereunder, and, in
the case of any such issuance or transfer, the registration of such
Other Securities on the same basis as the registration of the other
Registrable Securities hereunder.

(iii) The Company shall take such actions as any holder of
Registrable Securities may reasonably request to enable such holder to
sell or otherwise transfer some or all of such holder's Registrable
Securities pursuant to and in compliance with all of the terms and
conditions of Rule 144 or Rule 144A of the Regulations.

(b) Holder Agreements and Covenants. Each holder of Registrable
Securities agrees by acquisition of such Registrable Securities that:

(i) Neither any holder nor any of the holders' affiliates
(as defined in the Regulations) will take, directly or indirectly,
during the term of this Agreement, any action designed to stabilize
(except as may be permitted by applicable law) or manipulate the price
of any security of the Company.

(ii) Each holder shall promptly furnish to the Company any
and all information as may be required by, or as may be necessary or
advisable to comply with the provisions of, the Securities Act, the
Regulations, the Exchange Act, and the rules and regulations of the
SEC thereunder in connection with the preparation and filing of any
Registration Statement pursuant hereto, or any amendment or supplement
thereto, or any Preliminary Prospectus or Prospectus included therein.
All information to be so furnished will not include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading.

(iii) Upon receipt of any notice from the Company of the
happening of any event of the kind described in clauses (ii), (iii),
(iv) or (v) of Section 4(c) above, such holder will forthwith
discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such holder's receipt of
the copies of the supplemented or amended Prospectus contemplated by
Section 4(j) above, or until it is advised in writing (the "Advice")
by the Company that the use of the applicable Prospectus may be
resumed, and has received copies of any amendments or supplements
thereto. In the event the Company shall give any notice referred to
in the prior sentence, the Effectiveness Period shall be extended by
the number of days during such period from and including the date of
the giving of such notice to and including the date when each seller
of Registrable Securities covered by such Registration Statement shall
have

51
received (A) the copies of the supplemented or amended Prospectus
contemplated by Section 4(j) above or (B) the Advice.

(iv) Prior to any disposition of Registrable Securities by
the holder thereof during the Effectiveness Period, such holder shall
give written notice of such intended disposition to the Company,
including the anticipated date thereof, and such holder shall not
effect such disposition until he or it shall have received from the
Company either (A) copies of a supplemented or amended Prospectus
contemplated in Section 4(j) above, or (B) the Advice and copies of
any amendments or supplements to the then in use Prospectus in
accordance with clause (iii) of this Section 7(b).

Section 8. Survival of Representations and Agreements.

All representations, warranties, covenants, and agreements contained
in this Agreement shall be deemed to be representations, warranties, covenants,
and agreements at the effective date of each Registration Statement
contemplated by this Agreement, and such representations, warranties,
covenants, and agreements, including, without limitation, the indemnity and
contribution agreements contained in Section 6 hereof, shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of the Company, any holder, or any Person which is entitled to be
indemnified under Section 6 hereof, and shall survive termination of this
Agreement.

Section 9. Miscellaneous.

(a) Remedies. In the event of a breach by the Company of any of
its obligations under this Agreement, each holder of Registrable Securities, in
addition to being entitled to exercise all rights provided herein, in the
Merger Agreement or granted by law, including, without limitation, recovery of
damages, will be entitled to specific performance of its rights under this
Agreement. The Company and each holder agree that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by the
Company or such holder, as the case may be, of any of the provisions of this
Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, the Company or such holder, as
the case may be, shall waive the defense that a remedy at law would be
adequate.

(b) Amendments and Waivers. This Agreement may not be amended,
modified or supplemented, nor shall any waiver or consent to depart from the
provisions hereof be effective, without the express written consent of each
party hereto. No failure or delay on the part of the Company or any holder of
Registrable Securities in exercising any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy.

52
(c) Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed given if delivered
personally or mailed by registered or certified mail (return receipt requested)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):

if to the Company, to: ONEOK Inc.
P. O. Box 871
Tulsa, Oklahoma 74102-0871
Attention: President

if to Ward: Ward Petroleum Corporation
502 South Fillmore
Enid, Oklahoma 73703
Attention: Richard R. Tozzi

if to the Walters Trust, to: c/o James C. Walters
4214 E. 97th Street
Tulsa, Oklahoma 74137

(d) Interpretation. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. For purposes of this Agreement, "reasonable
best efforts" shall mean the lawful efforts that a prudent business person
desirous of achieving a result would use under similar circumstances to attempt
to achieve such result as expeditiously as is reasonably practicable.

(e) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement.

(f) Entire Agreement; No Third Party Beneficiaries. Except for
the Merger Agreement, this Agreement (including the documents and the
instruments referred to herein) (i) constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof, and (ii) except as
contemplated by Section 6 hereof, is not intended to confer upon any Person
other than the parties hereto any rights or remedies hereunder.

(g) Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of Oklahoma, without regard to
principles of conflicts of law.

(h) Severability. Wherever possible, each provision hereof shall
be interpreted in such a manner as to be valid, legal and enforceable under
applicable law, but in case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability without invalidating or rendering
unenforceable the

53
remainder of this Agreement, unless such a construction would be unreasonable
or materially impair the rights of any party hereto.

(i) Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties hereto and their respective heirs, successors and assigns.

(j) Attorneys' Fees. As between the parties to this Agreement, in
any action or proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys' fees in addition to
its costs and expenses and any other available remedy.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.

ONEOK INC.

By:
Name: ______________________________
Title: _____________________________

WARD PETROLEUM CORPORATION

By:
Name: ______________________________
Title: _____________________________

____________________________________

____________________________________
James Christopher Walters, Jr. and
LaVonne Diane Walters, Trustees of
the James Christopher Walters, Jr.
Trust Dated August 3, 1983

54
EXHIBIT B

EMPLOYMENT AGREEMENT

This Agreement is made and entered into this ___ day of February,
1995, by and between ONEOK Gas Marketing Company, a Delaware corporation
(hereinafter referred to as the "Company"), and James C. Walters, an individual
currently residing in Tulsa, Oklahoma (who is referred to as "Employee"); the
Company and Employee may sometimes be referred to herein individually as the
"Party" and jointly as the "Parties."

For and in consideration of the premises and the terms, covenants, and
promises and conditions herein contained, the Parties hereto mutually covenant
and agree as follows:

1. Duties. For the Term of Services (as hereinafter defined)
Employee will devote all of his time and attention and give his best efforts
and skill to the business and interest of the Company and its subsidiaries and
affiliates. Employee shall in all respects do his utmost to further enhance
and develop the best interests and welfare of the Company and its subsidiaries
and affiliates. Employee is hereby employed as President of the Company to
perform such duties as are usually considered to be within the scope of the
position for which he is employed and the Company hereby grants to employee the
usual authority commensurate with such position that he may hold from time to
time, as such authority shall be modified by the Company. Employee shall be
provided with office facilities, equipment and services deemed by the Company
suitable to his position and adequate for the performance of his duties.
Employee shall work for the Company in the Company's Tulsa, Oklahoma office.

2. Term of Services. Unless sooner terminated under other
provisions of this Agreement, the "Term of Services" as used herein shall mean
the period commencing on the date of this Agreement and continuing through
December 31, 1999, and from year to year thereafter unless terminated by either
party hereunder by written notice given to the other party at least thirty (30)
days prior to the end of the initial period or any annual extension thereof.

3. Compensation and Benefits. For and in consideration of the
performance by Employee of the services, terms, conditions, covenants and
promises herein recited effective from January 1, 1995, the Company agrees and
promises to pay to Employee at the times and in the manner herein stated, the
following:

a. As the principal consideration for the services to be
performed by Employee hereunder, Employee shall receive, as annual salary, the
sum of Two Hundred Fourteen Thousand and No/100 Dollars ($214,000.00) per year,
payable semi-monthly as same shall accrue, or at such more frequent intervals
as the Company and Employee may

55
EXHIBIT B

hereafter from time to time agree. Employee's salary may be increased during
the term hereof pursuant to, and the Employee will be included within, the
Company's policies and procedures regarding salary increases. Provided, that
the first payment shall be made at the next semi-monthly payment date after the
beginning of the Term of Services for all amounts accrued to such date.

b. In addition to the above, the Company agrees to provide
Employee with the following benefits in accordance with terms and conditions of
plans relating to such benefits:

(1) Inclusion of Employee in the Company's regular
medical and dental health insurance and long term disability plans;

(2) Group life, accidental death and travel accident
insurance benefits in an amount provided for in the policies;

(3) Inclusion of Employee in any present pension, thrift,
and employee stock ownership plans (including executive stock
performance plans), if any; and

(4) An automobile allowance of $600.00 per month until
expiration of the lease on the vehicle presently used by Employee for
business purposes and thereafter Employee shall be provided a vehicle
in accordance with the Company's policy in respect thereto; and

c. Upon submission of expense account reports and supporting
documents as required by the Internal Revenue Service, Employee shall be
reimbursed for all reasonable travel, automobile, entertainment and other
reasonable and necessary expenses incurred by Employee in the performance of
his duties and services hereunder; and

d. Employee shall be entitled to annual paid vacations of three
(3) weeks. Employee shall also be entitled to participate in the sick pay plan
of the Company.

4. Key Man Life-Insurance. At any time during the term of this
Agreement, the Company shall have the right to insure the life of the Employee
for the Company's sole benefit, and to determine the amount of insurance and
the type of policy. The Company shall be required to pay all premiums due on
such policies. The Employee shall cooperate with the Company in taking out the
insurance by submitting to physical examination, by supplying all information
required by the insurance company, and by executing all necessary documents.
The Employee, however, shall incur no financial obligation by executing any
required document, and shall have no interest in any such policy.

-2-
56
EXHIBIT B

5. General Covenants of Employee. For and in consideration of
the employment herein contemplated and the consideration paid or promised to be
paid by the Company, Employee does hereby covenant, agree and promise as
follows:

a. That he will not actively engage, as an employee, officer
consultant, agent, representative, partner, owner or co-owner, in any other
business in competition with the Company, except at the direction, or with the
approval of the Company and that he will comply with the Company's Conflict of
Interest policy, except that the Company acknowledges and approves the
interests owned by Employee as listed on Exhibit A, attached hereto.

b. That he will truthfully and accurately make, maintain and
preserve all records and reports that the Company may, from time to time,
request or require and will fully account for all money, records, goods, wares
and merchandise or other property belonging to the Company of which he may have
custody and will pay over and deliver same promptly whenever and however he may
be directed to do so.

c. That he will willingly obey all rules, regulations and special
instructions applicable to him (including, but not limited to, drug testing and
physical examination) and will be loyal and faithful at all times, constantly
endeavoring to improve his ability and knowledge of the business in an effort
to increase the value of his services for the mutual benefit of the Parties
hereto.

d. That he will make available to the Company any and all of the
information of which he has knowledge, and will make all suggestions and
recommendations which he feels will be of mutual benefit to the parties hereto.

6. Special Covenants of Employee.

a. Covenant Not to Compete. Except for the interests listed on
Exhibit A hereto, so long as Employee is an employee of the Company, he will
not undertake, directly or indirectly, to plan, organize, promote or
participate in any business activity which is competitive with the business
activities performed or carried on by the Company, or any corporate or other
entity with which the Company may be affiliated, or otherwise adverse to the
business of the Company or any such affiliated entity, whether alone, in
partnership, or as an officer, director, employee, agent, shareholder (other
than an interest of less than five percent in a public company), consultant,
advisor, manager, joint venturer or otherwise of any firm, organization or
other corporate or legal entity.

b. Covenant of Non-Solicitation and Non-Interference. For a
period of one (1) year following the termination of Employee's services
hereunder as an employee, and, notwithstanding the manner,

-3-
57
EXHIBIT B

time or cause of such termination, Employee shall not directly or indirectly,
employ or associate with, or attempt to employ or associate with, any personnel
who were in the employ of the Company or agent associated with the Company, at
the time of Employee's termination.

c. Covenant of Non-Disclosure.

(1) Employee acknowledges that in the course of his employment
hereunder as an employee he will become acquainted with confidential
information belonging to the Company including without limitation, information
relating to persons, firms and corporations doing business with the Company and
information relating to the business of the Company. Accordingly, Employee
expressly covenants and agrees to treat, as confidential, any information
obtained or developed concerning the customers, accounts, business techniques,
methods, systems, books, plans, marketing or sales techniques or programs,
procedures or policies of the Company. Employee further agrees that he will
not at any time while he is employed by the Company or thereafter, without the
prior express written consent of the Company's Chairman of the Board in each
instance, disclose or divulge any such information in whole or in part to any
person, partnership, corporation or other entity, for any reason or purpose
whatsoever, or otherwise use any such information in any way or in any capacity
other than as an employee of the Company in furtherance of the interests of the
Company.

(2) Employee recognizes that the disclosure of confidential
information by Employee as an employee may give rise to irreparable injury to
the Company, which may not be adequately compensated by damages. Accordingly,
in the event of a breach or threatened breach by Employee of the provision of
this paragraph, the Company shall be entitled to an injunction restraining
Employee from disclosing, in whole or in part, the confidential information
defined hereinabove or from rendering any services to any person, firm,
corporation, association or other entity to whom such confidential information,
in whole or in part, has been disclosed or is threatened to be disclosed.
Nothing herein shall be construed as prohibiting the Company from pursuing any
other remedies available to the Company for such breach or threatened breach,
including the recovery of damages from Employee.

d. Restrictive Covenant. If the employment of Employee is
terminated for cause, for a period of two years after such termination, the
Employee shall not, within Tulsa County and any adjacent counties, directly or
indirectly, own, manage, operate, control, be employed by, participate in, or
be connected in any manner with the ownership, management, operation, or
control of any business similar to the type of business conducted by the
Company at the time this Agreement terminates other than the interests listed
on Exhibit A hereto and any ownership interest of less than five percent in a
public company. Further, Employee shall not

-4-
58
EXHIBIT B

within one year from the date of such termination in any way, directly or
indirectly, for himself or in behalf of or in conjunction with another or
others solicit, divert, or attempt to take away any customers or suppliers of
gas of the Company existing at the time of such termination. In the event of
the Employee's actual or threatened breach of this paragraph, the Company shall
be entitled to a preliminary restraining order and injunction restraining the
Employee from violating its provisions. Nothing in this Agreement shall be
construed to prohibit the Company from pursuing any other available remedies
for such breach or threatened breach, including the recovery of damages from
the Employee.

e. Survival of Covenants. The undertakings contained in this
section shall survive the termination or cancellation of this Agreement or of
Employee's employment as an employee of the Company.

7. Termination of Employee as an employee of the Company. The
Company shall have the right to terminate the employment of Employee effective
immediately without notice for "cause." For the purposes hereof, the following
shall constitute "cause" to-wit:

a. The Company determines, in its sole discretion, that Employee
has failed to devote his full time and attention or to diligently perform any
of the duties and services to be performed by him under this Agreement; or

b. Employee violates any material provision of this Agreement; or

c. The Board of Directors, acting reasonably, shall determine
that Employee, by willful misconduct or negligent inattention to the business
welfare of the Company, has materially injured the business of the Company or
any of its affiliates; or

d. Employee is convicted of any offense punishable by the laws of
the United States of America, or any State or subdivision thereof, as a felony
or other crime involving moral turpitude or immoral conduct, regardless of
whether the same shall be punishable as a felony or not; or

e. Employee engages in any activity which competes in any way,
directly or indirectly, with the business of the Company or any entity with
which the Company is affiliated or otherwise which shall violate any of the
provisions of Section 5(a) and Section 6 above; or

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59
EXHIBIT B

business techniques, methods, systems, financial books, plans, procedures or
policies, or other proprietary documents or information acquired in the course
of his employment by the Company; or

g. Employee fails to return, upon written request of the Board,
any contracts, customer lists, books, plans, procedures or policy manuals, data
or other proprietary documents or information as may have come into his
possession as a result of his employment with the Company or which may have
been prepared or disseminated by the Company or any corporate or other entity
with which the Company is affiliated in the first instance, or otherwise
developed, prepared and compiled by or for the benefit of Employee in the
performance of his duties pursuant to the terms of this Agreement; or

h. Employee becomes mentally or physically incapacitated and as a
result is unable to perform the services, duties and obligations as he is
required to perform under this Agreement on a full time basis and commences
receiving sick pay benefits from the Company, such sick pay and any long term
disability benefits of the Company to survive the termination of this
Agreement; or

i. Upon the death of Employee.

In the event of termination hereunder, Employee shall be paid his regular
compensation up to the date of termination only.

8. General.

a. Time shall be of the essence in all things pertaining to the
performance of this Agreement unless waived in writing by the Parties to this
Agreement.

b. The terms and provisions of this Agreement shall inure to,
extend to and be for the benefit of the heirs, assigns, successors and legal
representatives of the respective Parties.

c. This Agreement constitutes the entire agreement between the
Parties respecting the services of Employee, and there are no representations,
warranties or commitments except as set forth herein. This Agreement may be
amended only by an instrument in writing executed by the Parties hereto.

d. Any notice, request, demand or other communication hereunder
shall be in writing and shall be deemed to be duly given when personally
delivered to an executive officer of the Company or to Employee, as the case
may be.

e. Any controversy or claim arising out of, or relating to this
Agreement, or its breach, shall be settled by arbitration in the City of Tulsa
in accordance with the then governing rules of the American Arbitration
Association. Judgment upon the award

-6-
60
EXHIBIT B

rendered may be entered and enforced in any court of competent jurisdiction.

f. This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Oklahoma.

g. If any provisions of this Agreement shall, for any reason, be
held violative of any applicable law, and so much of said Agreement is held to
be unenforceable, then the invalidity of such specific provision herein shall
not be held to invalidate any other provision herein which shall remain in full
force and effect.

h. The parties do hereby stipulate and agree that the
relationship created by this Agreement between the Company and Employee is
strictly that of an employer and employee, and nothing more. Nothing herein
contained shall be construed to create the relationship of partners, joint
venturers or otherwise between the Company and Employee or between any other
employees of the Company and Employee.

i. This Agreement is personal to each of the Parties hereto, and,
except as herein otherwise provided, neither Party may assign or delegate any
of the rights or obligations hereunder without first obtaining a written
consent of the other Party.

ONEOK Gas Marketing Company

By___________________________
President

"COMPANY"

_____________________________
James C. Walters

"EMPLOYEE"

-7-
61
EXHIBIT B

EXHIBIT A

To Employment Agreement Effective ______________, 1995
Between ONEOK Gas Marketing Company
and
James C. Walters

The interests of James C. Walters (the "Employee") in the following
entities shall not violate the prohibitions contained in the Employment
Agreement:

Calika Limited Partnership
Kotzer Well South Texas
Questa Energy 8 Wells East Coast
Sanguine Gathering System 2 Wells, Kephart & Kincaid
Ward Groendyke Ranch Gathering System
Patriot Minerals, L.L.C.
Gale Force Compression Services
Alexander 1-24 Beckham County, Oklahoma
Claremont Exploration East Wellston Prospect, Lincoln County,
Oklahoma
Comanche Gas Gathering Company
62
EXHIBIT C

EMPLOYMENT AGREEMENT

This Agreement is made and entered into this ___ day of February,
1995, by and between ONEOK Gas Marketing Company, a Delaware corporation
(hereinafter referred to as the "Company"), and Donald T. Jacobsen, an
individual currently residing in Tulsa, Oklahoma (who is referred to as
"Employee"); the Company and Employee may sometimes be referred to herein
individually as the "Party" and jointly as the "Parties."

For and in consideration of the premises and the terms, covenants, and
promises and conditions herein contained, the Parties hereto mutually covenant
and agree as follows:

1. Duties. For the Term of Services (as hereinafter defined)
Employee will devote all of his time and attention and give his best efforts
and skill to the business and interest of the Company and its subsidiaries and
affiliates. Employee shall in all respects do his utmost to further enhance
and develop the best interests and welfare of the Company and its subsidiaries
and affiliates. Employee is hereby employed as a Vice President of the Company
to perform such duties as are usually considered to be within the scope of the
position for which he is employed and the Company hereby grants to employee the
usual authority commensurate with such position that he may hold from time to
time, as such authority shall be modified by the Company. Employee shall be
provided with office facilities, equipment and services deemed by the Company
suitable to his position and adequate for the performance of his duties.
Employee shall work for the Company in the Company's Tulsa, Oklahoma office.

a. As the principal consideration for the services to be
performed by Employee hereunder, Employee shall receive, as annual salary, the
sum of One Hundred Forty Thousand and No/100 Dollars ($140,000.00) per year,
payable semi-monthly as same shall accrue, or at such more frequent intervals
as the Company and Employee may
63
EXHIBIT C

b. In addition to the above, the Company agrees to provide
Employee with the following benefits in accordance with terms and conditions of
plans relating to such benefits:

(1) Inclusion of Employee in the Company's regular
medical and dental health insurance and long term disability plans;

(2) Group life, accidental death and travel accident
insurance benefits in an amount provided for in the policies;

(3) Inclusion of Employee in any present pension, thrift,
and employee stock ownership plans (including executive stock
performance plans), if any; and

(4) An automobile allowance of $500.00 per month until
expiration of the lease on the vehicle presently used by Employee for
business purposes and thereafter Employee shall be provided a vehicle
in accordance with the Company's policy in respect thereto; and

d. Employee shall be entitled to annual paid vacations of three
(3) weeks. Employee shall also be entitled to participate in the sick pay plan
of the Company.

-2-
64
EXHIBIT C

6. Special Covenants of Employee.

a. Covenant Not to Compete. So long as Employee is an employee
of the Company, he will not undertake, directly or indirectly, to plan,
organize, promote or participate in any business activity which is competitive
with the business activities performed or carried on by the Company, or any
corporate or other entity with which the Company may be affiliated, or
otherwise adverse to the business of the Company or any such affiliated entity,
whether alone, in partnership, or as an officer, director, employee, agent,
shareholder (other than an interest of less than five percent in a public
company), consultant, advisor, manager, joint venturer or otherwise of any
firm, organization or other corporate or legal entity.

b. Covenant of Non-Solicitation and Non-Interference. For a
period of one (1) year following the termination of Employee's services
hereunder as an employee, and, notwithstanding the manner, time or cause of
such termination, Employee shall not directly or indirectly, employ or
associate with, or attempt to employ or associate with, any personnel who were
in the employ of the Company

-3-
65
EXHIBIT C

or agent associated with the Company, at the time of Employee's termination.

c. Covenant of Non-Disclosure.

d. Restrictive Covenant. If the employment of Employee is
terminated for cause, for a period of two years after such termination, the
Employee shall not, within Tulsa County or any adjacent counties, directly or
indirectly, own, manage, operate, control, be employed by, participate in, or
be connected in any manner with the ownership, management, operation, or
control of any business similar to the type of business conducted by the
Company at the time this Agreement terminates other than any ownership interest
of less than five percent in a public company. Further, Employee shall not
within one year from the date of such termination in any way, directly or
indirectly, for himself or in behalf of or in conjunction with another or
others solicit, divert, or attempt to take away any customers or suppliers of
gas of the

-4-
66
EXHIBIT C

Company existing at the time of such termination. In the event of the
Employee's actual or threatened breach of this paragraph, the Company shall be
entitled to a preliminary restraining order and injunction restraining the
Employee from violating its provisions. Nothing in this Agreement shall be
construed to prohibit the Company from pursuing any other available remedies
for such breach or threatened breach, including the recovery of damages from
the Employee.

e. Survival of Covenants. The undertakings contained in this
section shall survive the termination or cancellation of this Agreement or of
Employee's employment as an employee of the Company.

b. Employee violates any material provision of this Agreement; or

f. Except when reasonably necessary and in the ordinary course of
the regular business of the Company, Employee discloses to any person,
partnership, corporation or other entity, not expressly authorized by the
Chairman of the Board in writing to receive such disclosure, any contracts,
customer or customer lists, business techniques, methods, systems, financial
books, plans, procedures or policies, or other proprietary documents or
information acquired in the course of his employment by the Company; or

-5-
67
EXHIBIT C

i. Upon the death of Employee.

In the event of termination hereunder, Employee shall be paid his regular
compensation up to the date of termination only.

8. General.

a. Time shall be of the essence in all things pertaining to the
performance of this Agreement unless waived in writing by the Parties to this
Agreement.

b. The terms and provisions of this Agreement shall inure to,
extend to and be for the benefit of the heirs, assigns, successors and legal
representatives of the respective Parties.

-6-
68
EXHIBIT C

f. This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Oklahoma.

ONEOK Gas Marketing Company

By___________________________
President

"COMPANY"

_____________________________
Donald T. Jacobsen

"EMPLOYEE"

-7-
69
EXHIBIT D

February 23, 1995

Ward Petroleum Corporation
P.O. Box 1187
502 S. Fillmore
Enid, OK 73702

James Christopher Walters, Jr. and LaVonne Diane Walters,
as Trustees of the James Christopher Walters, Jr.
Trust dated August 3, 1983
4214 E. 97th St.
Tulsa, OK 74137

Ladies and Gentlemen:

We have acted as counsel for ONEOK Inc., a Delaware corporation
("ONEOK") and ONEOK Gas Marketing Company, a Delaware corporation ("ONEOK
Marketing") in connection with the acquisition by ONEOK of Ward Gas Services,
Inc., an Oklahoma corporation ("Ward Services") and Comanche Gas Marketing
Company, an Oklahoma corporation ("Comanche") through their merger with and
into ONEOK's wholly-owned subsidiary, ONEOK Marketing, pursuant to a certain
Agreement and Plan of Merger (the "Agreement") dated February 23, 1995, by and
between ONEOK, ONEOK Marketing, Ward Services, Ward Petroleum Corporation, an
Oklahoma corporation, Comanche and James Christopher Walters, Jr. and LaVonne
Diane Walters, Trustees of the James Christopher Walters, Jr. Trust dated
August 3, 1983. This opinion is given pursuant to Section VIII.B.2.d of the
Agreement. All terms used herein that are defined in the Agreement have the
respective meanings specified in the Agreement.

We have participated in the preparation of the Agreement and the
Exhibits and other documents referred to therein. We have examined the
certificates of public officials, certificates of officers of ONEOK and copies,
certified to our satisfaction, of corporate documents and records of ONEOK and
ONEOK Marketing and other papers, and have made such other investigations as we
have deemed relevant and necessary as a basis for our opinion hereafter set
forth. We have relied upon such certificates of public
70
Ward Petroleum Corporation
James Christopher Walters, Jr. and LaVonne Diane Walters,
as Trustees of the James Christopher Walters, Jr.
Trust dated August 3, 1983
February 23, 1995
Page 2

officials and officers of ONEOK and ONEOK Marketing with respect to the
accuracy of material factual matters contained therein which were not
independently established. Nothing, however, has come to our attention to
cause us to believe that any factual matters are untrue. In our examination of
the documents referred to above, we have assumed due authorization, execution,
and delivery of the Agreement by all parties thereto other than ONEOK and ONEOK
Marketing, the authenticity of all other documents submitted to us as original
documents, and the conformity to original documents of all documents submitted
to us as copies thereof.

Based on the foregoing and upon such investigation as we deem
necessary, we are of the opinion that:

9. ONEOK is a corporation duly organized and existing under, and
by virtue of, the laws of the State of Delaware and is in good standing under
its laws. ONEOK is qualified, licensed, or domesticated as a foreign
corporation in the State of Oklahoma.

10. ONEOK Marketing is a corporation duly organized and existing
under, and by virtue of, the laws of the State of Delaware and is in good
standing under its laws. ONEOK Marketing is qualified, licensed, or
domesticated as a foreign corporation in each jurisdiction where the nature of
its activities or the properties owned or leased by it makes such
qualification, licensing, or domestication necessary at this time.

11. Both ONEOK and ONEOK Marketing have all requisite legal and
corporate power to enter into the Agreement and to carry out and perform their
respective obligations under the terms of the Agreement. Neither the
certificates of incorporation nor bylaws of ONEOK and ONEOK Marketing, nor to
our knowledge, any other instrument to which ONEOK and ONEOK Marketing are
parties, or by which either is bound, nor any court order or any governmental
law, rule or regulation, will be violated by ONEOK's or ONEOK Marketing's
execution and consummation of the Agreement.

12. To our knowledge, neither ONEOK nor ONEOK Marketing is subject
to any order, judgment or decree, or the subject of any litigation, claim or
proceeding, pending or threatened, or any other restriction of any kind or
character, which would affect its ability to carry out the transactions
contemplated by the Agreement.
71
Ward Petroleum Corporation
James Christopher Walters, Jr. and LaVonne Diane Walters,
as Trustees of the James Christopher Walters, Jr.
Trust dated August 3, 1983
February 23, 1995
Page 3

13. All corporate action on the part of ONEOK and ONEOK Marketing,
their directors, and stockholders necessary for the transactions contemplated
by the Agreement have been taken. The Agreement is a legal, valid, and binding
obligation of ONEOK and ONEOK Marketing, enforceable against each corporation
in accordance with its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application affecting
enforcement of creditors' rights, and except as limited by application of legal
principles affecting the availability of equitable remedies.

14. Other than filings required under the HSR Act and the filing
of Certificates of Merger with the Secretaries of State of Delaware and
Oklahoma, no consent, approval, or authorization of, or designation,
declaration, or filing with, any governmental unit is required on the part of
ONEOK or ONEOK Marketing in connection with the valid execution and delivery of
the Agreement or the consummation of the transactions contemplated hereby.

15. To our knowledge, there are no actions, proceedings, or
investigations pending, or any basis thereof or threat therefor, which question
the validity of the Agreement or any other action taken or to be taken in
connection with the transactions contemplated by the Agreement.

16. The Common Stock delivered to Ward and the Walters Trust at
the Closing is duly authorized, validly issued, fully paid, and nonassessable.

Our opinion is limited to the laws of the State of Oklahoma, the
Delaware General Corporate Law and the Federal law of the United States of
America and we do not express any opinions herein concerning any other laws.

This letter is furnished solely for your benefit in connection with
the transactions referred to in the Agreement and may not be relied upon for
any other purpose, and may not be furnished to, used by, circulated, quoted, or
referred to by any other person
72
Ward Petroleum Corporation
James Christopher Walters, Jr. and LaVonne Diane Walters,
as Trustees of the James Christopher Walters, Jr.
Trust dated August 3, 1983
February 23, 1995
Page 4

without our prior written consent which may in each instance be withheld at our
sole discretion.

ARRINGTON KIHLE GABERINO & DUNN, INC.,
A Professional Corporation

By___________________________________
Donald A. Kihle
President
73
[CONNER & WINTERS LETTERHEAD]

February __, 1995

ONEOK Inc.
P. O. Box 871
Tulsa, Oklahoma 74102-0871

and

ONEOK Gas Marketing Company
P. O. Box 871
Tulsa, Oklahoma 74102-0871

Ladies and Gentlemen:

We have acted as counsel for Ward Petroleum Corporation, an Oklahoma
corporation ("Ward"), and Ward Gas Services, Inc., an Oklahoma corporation
("Ward Services"), a wholly-owned subsidiary of Ward, in connection with the
acquisition of Ward Services and Comanche Gas Marketing Company, an Oklahoma
corporation ("Comanche"), by ONEOK Inc., a Delaware corporation ("ONEOK"), by
means of a merger (the "Merger") of Ward Services and Comanche with and into
ONEOK Gas Marketing Company, a Delaware corporation ("ONEOK Marketing"),
pursuant to that certain Agreement and Plan of Merger dated as of February __,
1995 (the "Agreement"), by and among ONEOK Marketing, ONEOK, Ward, Ward
Services, Comanche and James Christopher Walters, Jr. and LaVonne Diane
Walters, as Trustees of the James Christopher Walters, Jr. Trust dated August
3, 1983. This opinion is given pursuant to Section VIII.B.2.e of the
Agreement. Capitalized terms used herein without definition have the
respective meanings assigned thereto in the Agreement.

In connection with this opinion, we have examined the Agreement,
including all exhibits thereto. We have also examined originals or copies
identified to our satisfaction as being true copies of such corporate records
of Ward and Ward Services and such other documents as we consider necessary for
the purposes of this opinion. We have obtained certificates and affidavits
from
74
February _, 1995
Page 2

officers of Ward and Ward Services and from public officials as to factual
matters, and have made such other investigations as we have deemed necessary as
a basis for our opinions set forth below. With respect to certain matters of
fact, we have relied upon the representations of Ward in the Agreement. We
have assumed the due authorization, execution and delivery of the Agreement by
all parties thereto other than Ward and Ward Services, the authenticity of all
documents submitted to us as original documents and the conformity to original
documents of all copies of documents submitted to us.

Based upon the foregoing and the other qualifications and limitations
set forth herein and upon such other matters of action and questions of law as
we have deemed relevant under the circumstances, we are of the opinion that:

1. Ward is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oklahoma and has all requisite
corporate power to execute, deliver and perform the Agreement.

2. Ward Services is a corporation duly organized, validly existing
and in good standing under the laws of the State of Oklahoma and has all
requisite corporate power to execute, deliver and perform the Agreement. Ward
Services is duly qualified to do business as a foreign corporation and is in
good standing in the following States: Arkansas, Colorado, Illinois, Indiana,
Kansas, Louisiana, New Mexico, New York, Ohio, Pennsylvania, Texas, Wisconsin
and Wyoming.

3. The execution, delivery and performance of the Agreement have been
duly authorized by all requisite corporate action on the part of Ward and Ward
Services, respectively, and will not (i) violate the respective certificate of
incorporation, as amended, or the bylaws, as amended, of either Ward or Ward
Services, or, to our knowledge, any applicable order of any court or other
agency of government, or any agreement or other similar instrument to which
either Ward or Ward Services is a party or by which either such entity is
bound, or (ii) to our knowledge, be in conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
agreement or other similar instrument.

4. To our knowledge, neither Ward nor Ward Services is subject to any
order, judgment or decree, or the subject of any litigation, claim or
proceeding, pending or threatened, or any other restriction of any kind or
character which questions the validity of the Agreement or which would
otherwise affect the
75
February _, 1995
Page 3

ability of either Ward or Ward Services to carry out the transactions
contemplated by the Agreement.

5. The Agreement has been duly authorized, executed and delivered by
Ward and Ward Services and constitutes a legal, valid and binding obligation of
each such entity, respectively, enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors' rights
generally and by general equitable principles.

6. Other than filings required under the HSR Act and the filing of
Certificates of Merger with the Secretaries of State of the States of Delaware
and Oklahoma, no action, consent or approval of, or registration or filing
with, or any other action by any governmental agency, bureau, commission or
court is required in connection with the execution, delivery and performance of
the Agreement by Ward or Ward Services or consummation of the transactions
contemplated thereby.

7. To our knowledge, except as set forth on Disclosure Schedule II,
Item J, there are no actions, proceedings or investigations pending or
threatened, which, either in any case or in the aggregate, would, if adversely
determined, result in any adverse effect on the business, prospects,
conditions, affairs or operations of Ward Services or any of its properties or
assets.

8. The authorized capital stock of Ward Services is 50,000 shares of
common stock, par value $1.00 per share. To our knowledge, (a) there are
issued and outstanding 15,000 shares of such common stock, all of which are
issued to Ward; and (b) there are no outstanding rights, options, warrants,
conversion rights, or agreements for the purchase or acquisition from Ward
Services of any shares of its capital stock.

Our opinions expressed above are limited to the laws of the State of
Oklahoma and of the United States of America and we do not express any opinion
concerning the laws of any other state or jurisdiction.

These opinions are furnished solely for your benefit in connection
with consummation of the transactions contemplated under the Agreement and may
not be relied upon, furnished to or used, circulated, quoted or referred to by
any other person or entity or for any other purpose without our prior written
consent which may in each case be withheld in our sole discretion.
76
February _, 1995
Page 4

As to matters where we refer to "our knowledge" of the existence of
any facts, situations or instruments, such knowledge is based on our actual
knowledge and on information obtained by us through public officials'
certificates, specific inquiry of officers and stockholders of Ward and Ward
Services, and examination of agreements, contracts and records supplied to us
by public officials and representatives of Ward and Ward Services. We have not
otherwise made, nor do we undertake for the purposes of the opinions set forth
herein to make, any other inquiry or investigation to ascertain the existence
of any other facts, situations or instruments. In the course of such inquiries
and examinations, we have not become aware of any facts which would lead us to
believe that further investigation would have made us unable to render any of
the opinions expressed above.

This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated.

This opinion represents the judgment of this firm as to the legal
matters expressed herein; however, it is not a guarantee and should not be
construed as such.

The effective date of this opinion is the date first set forth above,
and we do not undertake to advise you of any matter brought to our attention
thereafter which would or may modify, in whole or in part, any or all of the
foregoing opinions.

Conner & Winters, A Professional Corporation

By:__________________________________________
Robert A. Curry
77

TELEPHONE (918) 581-5500 TELEPHONE (405) 236-8911
FACSIMILE (918) 581-5599 FACSIMILE (405) 236-0011

February 23, 1995

ONEOK Inc.
ONEOK Gas Marketing Company
P. O. Box 871
Tulsa, Oklahoma 74102-0871

Gentlemen:

We have acted as counsel to Comanche Gas Marketing Company, an
Oklahoma corporation (the "Company") and its sole shareholder, James
Christopher Walters, Jr. and LaVonne Diane Walters (the "Trustees"), as
Trustees of the James Christopher Walters, Jr. Trust dated August 3, 1983 (the
"Trust"), in connection with the execution and delivery of the Agreement and
Plan of Merger (the "Agreement") dated as of February 3, 1995, by and among
ONEOK Gas Marketing Company, a Delaware corporation ("ONEOK Marketing"); ONEOK
Inc., a Delaware corporation and sole shareholder of ONEOK Marketing ("ONEOK");
Ward Gas Services, Inc., an Oklahoma corporation ("Ward Services"); Ward
Petroleum Corporation, an Oklahoma corporation and sole shareholder of Ward
Services ("Ward"); the Company and the Trustees. This opinion is being
delivered to you pursuant to Article VIII, Section B(3)(d) of the Agreement.
Unless otherwise specified, the terms used herein shall have the same meaning
as specified in the Agreement.

In our capacity as such counsel, we have examined originals or copies
identified to our satisfaction of the following documents: (1) the Agreement;
(2) the Certificate of Good Standing of the Company as certified by the
Oklahoma Secretary of State on January 26, 1995; and (3) a Certificate dated
today's date of the Trustees and the President of the Company (the "Officer's
Certificate"). In addition, we have examined originals or copies otherwise
identified to our satisfaction of such other records, documents and instruments
as, in our judgment, are necessary to render the opinions expressed below. As
to certain matters of fact, we have relied upon the Officer's Certificate and
the representations of the Trust in the Agreement.

In making our examination, we have assumed (1) the genuineness and
validity of all signatures on all documents by all parties
78
February 23, 1995
Page 2

other than the Company or the Trustees, (2) the authenticity of all documents
submitted to us as originals and conformity to the originals of all documents
submitted to us as certified, conformed or photostatic copies and (3) the
capacity, power and due authorization to execute, deliver and perform all
documents referred to herein by the parties thereto (other than the Company
and/or the Trustees) and the validity and binding effect of those documents on
those persons (other than the Company and/or the Trustees).

Based upon and subject to the foregoing and subject to the exceptions,
qualifications and assumptions set forth herein, we are of the opinion that:

1. Comanche is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Oklahoma and has all
requisite corporate power to execute, deliver and perform the Agreement.

2. The execution, delivery and performance of the Agreement have
been duly authorized by all requisite corporate action on the part of Comanche
and will not (i) violate the certificate of incorporation, as amended, or the
bylaws, as amended, of Comanche, or, to our knowledge, any applicable order of
any court or other agency of government, or any agreement or other similar
instrument to which Comanche or the Trust is a party or by which either such
entity is bound, or (ii) to our knowledge, be in conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any such agreement or other similar instrument.

3. The authorized capital stock of the Company is 25,000 shares
of common stock, par value $1.00 per share. To our knowledge, (a) there are
issued and outstanding 1,250 shares of such common stock, all of which are
issued to the Trust; and (b) there are no outstanding rights, options,
warrants, conversion rights, or agreements for the purchase or acquisition from
the Company of any shares of its capital stock.

4. To our knowledge, neither Comanche nor the Trust is subject to
any order, judgment or decree, or the subject of any litigation, claim or
proceeding, pending or threatened or any other restriction of any kind or
character which questions the validity of the Agreement or which would
otherwise affect the ability of Comanche or the Trust to carry out the
transactions contemplated by the Agreement.

5. To our knowledge, there are no actions, proceedings or
investigations pending or threatened which, either in any case or in the
aggregate, would, if adversely determined, result in any
79
February 23, 1995
Page 3

adverse effect on the business, prospects, conditions, affairs or operations of
the Company or the Trust or any of their respective properties or assets.

6. The Agreement has been duly authorized, executed and delivered
by Comanche and the Trust and constitutes a legal, valid and binding obligation
of each such entity, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors' rights generally and by
general equitable principles.

7. Other than the filing of Certificates of Merger with the
Secretaries of State of the States of Delaware and Oklahoma, no action, consent
or approval of, or registration or filing with, or any other action by any
governmental agency, bureau, commission or court is required in connection with
the execution, delivery and performance of the Agreement by Comanche and the
Trust or consummation of the transactions contemplated thereby.

The opinions herein expressed are limited by and subject to the
following:

1. We are members of the bar of the State of Oklahoma only and we
therefore express no opinion with respect to any matter (including, without
limitation, conflict of laws and choice of law issues) which may be governed by
the laws of any jurisdiction other than the State of Oklahoma, and applicable
laws of the United States of America.

2. Our opinions as to enforceability are qualified by reference
to the effect upon the enforceability of the Agreement of bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting generally the
enforcement of creditors' rights or general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at law).

3. We have made no independent investigation as to the accuracy
or completeness of any representations, warranties, data or other information,
written or oral, made or furnished by the Company or the Trustees to us. Any
opinions provided herein that are limited by the provision "to our knowledge,"
shall be deemed to express that we have not performed any investigation except
(a) a review of files and records of the Company or the Trust physically
retained at our offices, and (b) the receipt of appropriate certificates from
the appropriate authorized officers or representatives of the Company or the
Trustees relating to and verifying the facts which would support the basis for
our opinions.
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February 23, 1995
Page 4

4. You are advised that with respect to our opinion as to
enforceability, no opinion is expressed on questions of enforceability which
may arise under federal or state securities laws, anti-trust laws or ERISA.

5. The opinions expressed herein are as of the date hereof and we
undertake no obligation to update or supplement the opinions expressed herein,
whether or not resulting from events or actions occurring after the date
hereof.

6. The enforceability of the Agreement under Oklahoma's version
of the Uniform Fraudulent Transfer Act, other applicable fraudulent conveyance
laws, the rights and discharges of sureties and guarantors, and the
enforceability of waivers of rights and defenses, are included, without
limitation, within the limitations of creditors' rights which we except
generally from our opinion regarding enforceability.

This opinion represents the judgment of this firm as to the legal
matters expressed herein; however, it is not a guarantee and should not be
construed as such.

The opinions herein expressed are for the sole benefit of you and your
legal counsel in connection with the transactions contemplated by the
Agreement. This letter is provided to you solely for the purposes of complying
with your request, and, without our prior written consent, this letter may not
be quoted in whole or in part or otherwise referred to in any report or
document or furnished to any person or entity, other than ONEOK, ONEOK
Marketing or their legal counsel.

Very truly yours,

PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR