Any change in the Common Membership Interest of Seller resulting from the 
election of EMS and Purchaser under the terms of the Capital Project 
Participation Procedures, as defined and set forth in the Amended and 
Restated Limited Liability Company Agreement dated December 21, 9999, among 
EMS, Purchaser and CMS Field Services, Inc., allowing Purchaser to 
participate for EMS's share of the Capital Contribution Project for the 
extension of the Bighorn facilities into the Sherican Wyoming area in 
accordance with the capital project AFE dated _____.