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 SUMMARY  OF  COMPLIANCE  PROGRAM 
 OF  ENOGEX  INC. 


 Enogex  Inc.  (“  Enogex”)  will  establish  the  Enogex  Inc.  Telecommunications  Compliance 
 Program  (the  “Program”)  to  ensure  compliance  with  applicable  federal  laws  and  regulations 
 governing  the  telecommunications  systems  for  which  Enogex  and  its  wholly  owned  subsidiaries 
 are  licensed  by  the  Federal  Communications  Commission  (“  FCC”).  The  following  elements  will 
 be  components  of  the  Program: 


 9  Oversight  by  Compliance  Attorney-  Enogex  will  designate  an  attorney  in  its  Legal 
 Department  to  oversee  the  Compliance  Program  (the  “Compliance  Attorney”). 


 9  Creation  of  FCC  Licensing  Database-  Enogex  will  create  a  database  of  all  of  its  FCC  licenses 
 to  ensure  that  those  licenses  are  timely  renewed.  The  database  will  be  kept  current  by  a 
 designated  employee,  who  will  report  (for  the  purposes  of  this  function)  to  the  Compliance 
 Attorney.  This  database  will  be  accessible  to  company  lawyers,  business  development 
 personnel,  employees  or  consultants  responsible  for  establishment,  purchase,  sale,  and 
 administration  of  the  telecommunications  systems  for  which  Enogex  and  its  wholly  owned 
 subsidiaries  are  licensed  by  the  FCC  (“  Telecommunications  Personnel”).  The  existence  of 
 this  database  will  be  made  known  to  all  Telecommunications  Personnel. 


 9  Creation  of  Compliance  Manual-  Enogex  will  develop  and  maintain  a  manual  describing  the 
 state  and  federal  laws  and  regulations  that  govern  the  telecommunications  systems  for  which 
 Enogex  and  its  wholly  owned  subsidiaries  are  licensed  by  the  FCC  (the  “Compliance 
 Manual”).  The  Compliance  Manual  will  address,  among  other  topics,  the  requirements, 
 under  Section  310(  d)  of  the  Communications  Act  of  1934,  as  amended,  for  entities  to  secure 
 approval  from,  or  provide  notification  to,  the  FCC  in  instances  when  there  is  a  change  in 
 ownership  or  control  of  an  entity  holding  FCC  licenses,  regardless  of  whether  such 
 acquisition  or  transfer  of  control  is  a  result  of  a  corporate  restructuring  or  otherwise 
 (“  Assignment  and  Transfer  Rules”).  The  Compliance  Attorney  will  ensure  that  this  Manual 
 is  distributed  to  the  Telecommunications  Personnel  and  reviewed  on  a  periodic  basis  (in  any 
 case,  no  less  than  once  a  year),  and  updated  if  necessary. 


 9  Compliance  Training  Program-  Enogex  will  conduct  a  training  program  periodically  for  the 
 Telecommunications  Personnel.  The  education  program  will  emphasize  FCC  Assignment 
 and  Transfer  Rules. 


 9  Continuing  Education  Program-  The  Compliance  Attorney  will  generate,  or  secure  from 
 outside  telecommunications  counsel,  memoranda  or  similar  information  regarding  changes  in 
 the  telecommunications  laws  or  regulations  addressed  in  the  Compliance  Manual  or  Training 
 Program,  including  those  relating  to  Assignment  and  Transfer  Rules.  The  Compliance 
 Attorney  will  ensure  that  these  memoranda  or  similar  material  are  distributed  to  appropriate 
 Telecommunications  Personnel. 
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