Exhibit 10.12



                              TEXHOMA ENERGY, INC.
                          COMMON STOCK PURCHASE WARRANT


         THIS  WARRANT  AND  THE  SHARES  OF  COMMON  STOCK  ISSUABLE UPON
         EXERCISE  OF  THIS  WARRANT  HAVE  NOT  BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
         THIS  WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
         WARRANT   MAY   NOT  BE  SOLD,  OFFERED   FOR  SALE,  PLEDGED  OR
         HYPOTHECATED   IN  THE   ABSENCE  OF  AN  EFFECTIVE  REGISTRATION
         STATEMENT  AS  TO  THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE
         STATE  SECURITIES  LAWS  OR  AN  OPINION  OF  COUNSEL  REASONABLY
         SATISFACTORY  TO  TEXHOMA  ENERGY, INC. THAT SUCH REGISTRATION IS
         NOT  REQUIRED.

           Right to Purchase up to 1,062,500 Shares of Common Stock of
                              Texhoma Energy, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No.                                              Issue  Date:   March  28,  2006
    ------------------

     TEXHOMA  ENERGY,  INC., a corporation organized under the laws of the State
of  Nevada  (the  "Company"),  hereby certifies that, for value received, ENERGY
CAPITAL  SOLUTIONS,  LP,  or assigns (the "Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company (as defined herein) from and
after the Issue Date of this Warrant and at any time or from time to time before
5:00 p.m., C.S.T., through the close of business March 28, 2011 (the "Expiration
Date"),  up to 1,062,500 fully paid and nonassessable shares of Common Stock (as
hereinafter  defined),  $0.001  par  value per share, at the applicable Exercise
Price  per  share (as defined below). The number and character of such shares of
Common  Stock  and  the  applicable  Exercise  Price  per  share  are subject to
adjustment  as  provided  herein.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

          (a)  "Company"  means  Texhoma  Energy,  Inc. and any person or entity
     which  shall  succeed,  or  assume the obligations of, Texhoma Energy, Inc.
     hereunder.

          (b)  "Common  Stock"  means  (i) the Company's Common Stock, par value
     $0.001 per share; and (ii) any other securities into which or for which any
     of the securities described in the preceding clause (i) may be converted or
     exchanged  pursuant  to a plan of recapitalization, reorganization, merger,
     sale  of  assets  or  otherwise.

          (c) "Exercise Price" means a price of $0.04 per share of Common Stock.

          (d)  "Other  Securities" means any stock (other than Common Stock) and
     other  securities  of  the  Company  or  any  other  person  (corporate  or
     otherwise) which the holder of the Warrant at any time shall be entitled to
     receive, or shall have received, on the exercise of the Warrant, in lieu of

<PAGE>

     or  in  addition to Common Stock, or which at any time shall be issuable or
     shall have been issued in exchange for or in replacement of Common Stock or
     Other  Securities  pursuant  to  Section  4  or  otherwise.

   1.   Exercise  of  Warrant.
        ---------------------

     1.1 Number of Shares Issuable upon Exercise. From and after the date hereof
         ---------------------------------------
through  and  including  the  Expiration  Date,  the Holder shall be entitled to
receive,  upon  exercise  of this Warrant in whole or in part, by delivery of an
original  or  fax  copy  of  an  exercise  notice in the form attached hereto as
Exhibit  A  (the  "Exercise  Notice"),  shares  of  Common Stock of the Company,
subject  to  adjustment  pursuant  to  Section  4.

     1.2  Fair  Market  Value. For purposes hereof, the "Fair Market Value" of a
          -------------------
share  of  Common Stock as of a particular date (the "Determination Date") shall
mean:

          (a)  If  the  Company's  Common  Stock is traded on the American Stock
     Exchange  or  another  national  exchange  or  is quoted on the National or
     SmallCap  Market  of  The  Nasdaq  Stock  Market, Inc. ("Nasdaq"), then the
     closing  or  last  sale price, respectively, reported for the last business
     day  immediately  preceding  the  Determination  Date.

          (b)  If the Company's Common Stock is not traded on the American Stock
     Exchange or another national exchange or on the Nasdaq but is traded on the
     NASD  Over  the Counter Bulletin Board, then the mean of the average of the
     closing bid and asked prices reported for the last business day immediately
     preceding  the  Determination  Date.

          (c)  Except  as  provided in clause (d) below, if the Company's Common
     Stock  is  not publicly traded, then as the Holder and the Company agree or
     in  the  absence  of  agreement by arbitration in accordance with the rules
     then  in  effect  of  the American Arbitration Association, before a single
     arbitrator  to be chosen from a panel of persons qualified by education and
     training  to  pass  on  the  matter  to  be  decided.

          (d)  If  the  Determination  Date  is  the  date  of  a  liquidation,
     dissolution  or  winding  up,  or  any  event  deemed  to be a liquidation,
     dissolution  or  winding  up  pursuant  to  the Company's charter, then all
     amounts  to be payable per share to holders of the Common Stock pursuant to
     the  charter  in  the event of such liquidation, dissolution or winding up,
     plus  all  other  amounts  to be payable per share in respect of the Common
     Stock  in  liquidation under the charter, assuming for the purposes of this
     clause  (d)  that  all  of  the  shares  of Common Stock then issuable upon
     exercise  of  the  Warrant  are  outstanding  at  the  Determination  Date.

     1.3  Company  Acknowledgment. The Company will, at the time of the exercise
          -----------------------
of  this  Warrant,  upon the request of the Holder hereof acknowledge in writing
its  continuing  obligation  to  afford  to such Holder any rights to which such
Holder  shall continue to be entitled after such exercise in accordance with the
provisions  of  this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to  such  Holder  any  such  rights.

<PAGE>

     1.4  Trustee for Warrant Holders. In the event that a bank or trust company
          ---------------------------
shall have been appointed as trustee for the Holders of this Warrant pursuant to
Subsection  3.2, such bank or trust company shall have all the powers and duties
of  a warrant agent (as hereinafter described) and shall accept, in its own name
for  the  account  of  the  Company  or such successor person as may be entitled
thereto,  all amounts otherwise payable to the Company or such successor, as the
case  may  be,  on  exercise  of  this  Warrant  pursuant  to  this  Section  1.

   2.   Procedure  for  Exercise.
        ------------------------

     2.1  Delivery of Stock Certificates, Etc., on Exercise. The Company agrees\
          -------------------------------------------------
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed  to  be issued to the Holder as the record owner of such shares as of the
close  of business on the date on which this Warrant shall have been surrendered
and payment shall have been made for such shares in accordance herewith. As soon
as practicable after the exercise of this Warrant in full or in part, and in any
event  within  three  (3)  business  days thereafter, the Company at its expense
(including  the  payment  by  it of any applicable issue taxes) will cause to be
issued  in  the  name  of  and  delivered to the Holder, or as such Holder (upon
payment  by  such  Holder  of  any  applicable  transfer  taxes)  may  direct in
compliance  with  applicable  securities laws, a certificate or certificates for
the  number  of  duly and validly issued, fully paid and nonassessable shares of
Common  Stock  (or  Other  Securities) to which such Holder shall be entitled on
such  exercise, plus, in lieu of any fractional share to which such Holder would
otherwise  be  entitled, cash equal to such fraction multiplied by the then Fair
Market  Value  of  one  full  share,  together  with  any  other  stock or other
securities  and property (including cash, where applicable) to which such Holder
is  entitled  upon  such  exercise  pursuant  to  Section  1  or  otherwise.

     2.2  Exercise.  Payment  shall  be  made  either in cash or by certified or
          --------
official  bank check payable to the order of the Company equal to the applicable
aggregate  Exercise  Price  for  the  number  of Common Shares specified in such
Exercise  Notice  (as  such  exercise  number  shall  be adjusted to reflect any
adjustment  in the total number of shares of Common Stock issuable to the Holder
per  the  terms  of  this Warrant) and the Holder shall thereupon be entitled to
receive  the  number  of  duly  authorized,  validly  issued,  fully-paid  and
non-assessable  shares  of  Common  Stock  (or  Other  Securities) determined as
provided  herein.

   3.   Effect  of  Reorganization,  Etc.;  Adjustment  of  Exercise  Price.
        -------------------------------------------------------------------

     3.1 Reorganization, Consolidation, Merger, Etc. In case at any time or from
         ------------------------------------------
time to time the Company shall (a) effect a reorganization, (b) consolidate with
or  merge into any other person, or (c) transfer all or substantially all of its
properties  or  assets  to  any  other  person  under  any  plan  or arrangement
contemplating  the  dissolution  of  the  Company, then, in each such case, as a
condition  to  the  consummation  of  such  a  transaction,  proper and adequate
provision  shall  be  made  by  the  Company whereby the Holder, on the exercise
hereof  as  provided  in  Section  1  at any time after the consummation of such
reorganization,  consolidation  or  merger  or  the  effective  date  of  such
dissolution,  as the case may be, shall receive, in lieu of the Common Stock (or
Other  Securities)  issuable on such exercise prior to such consummation or such
effective  date, the stock and other securities and property (including cash) to
which  such  Holder  would  have  been  entitled  upon  such  consummation or in

<PAGE>

connection  with  such  dissolution,  as  the case may be, if such Holder had so
exercised  this  Warrant,  immediately  prior  thereto,  all  subject to further
adjustment  thereafter  as  provided  in  Section  4.

     3.2  Dissolution.  In the event of any dissolution of the Company following
          -----------
the  transfer  of  all  or  substantially  all  of its properties or assets, the
Company,  concurrently  with  any  distributions  made  to holders of its Common
Stock,  shall  at its expense deliver or cause to be delivered to the Holder the
stock  and  other  securities  and  property  (including cash, where applicable)
receivable  by  the  Holder  pursuant to Section 3.1, or, if the Holder shall so
instruct  the  Company,  to a bank or trust company specified by the Holder (the
"Trustee").

     3.3  Continuation  of Terms. Upon any reorganization, consolidation, merger
          ----------------------
or  transfer  (and  any  dissolution following any transfer) referred to in this
Section  3,  this  Warrant shall continue in full force and effect and the terms
hereof  shall  be  applicable  to  the  shares of stock and other securities and
property  receivable  on  the exercise of this Warrant after the consummation of
such  reorganization,  consolidation  or  merger  or  the  effective  date  of
dissolution  following  any  such  transfer,  as  the  case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case  of any such transfer, the person acquiring all or substantially all of the
properties  or  assets  of  the  Company,  whether or not such person shall have
expressly  assumed  the  terms  of this Warrant as provided in Section 4. In the
event  this  Warrant  does  not  continue  in  full  force  and effect after the
consummation of the transactions described in this Section 3, then the Company's
securities  and  property  (including  cash, where applicable) receivable by the
Holder will be delivered to the Holder or the Trustee as contemplated by Section
3.2.

   4.   Extraordinary  Events  Regarding  Common  Stock.  In  the event that the
        -----------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution on outstanding Common Stock or any preferred stock issued by
the  Company,  (b)  subdivide  its  outstanding  shares  of Common Stock, or (c)
combine  its  outstanding  shares  of  the Common Stock into a smaller number of
shares  of the Common Stock, then, in each such event, the Exercise Price shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then Exercise Price by a fraction, the numerator of which shall be the number of
shares  of  Common  Stock  outstanding  immediately  prior to such event and the
denominator  of  which shall be the number of shares of Common Stock outstanding
immediately  after  such  event, and the product so obtained shall thereafter be
the  Exercise Price then in effect. The Exercise Price, as so adjusted, shall be
readjusted  in  the  same  manner  upon the happening of any successive event or
events described herein in this Section 4.  The number of shares of Common Stock
that the Holder  shall thereafter, on the exercise hereof as provided in Section
1,  be  entitled  to  receive  shall  be  adjusted  to  a  number  determined by
multiplying  the  number of shares of Common Stock that would otherwise (but for
the  provisions of this Section 4) be issuable on such exercise by a fraction of
which  (a) the numerator is the Exercise Price that would otherwise (but for the
provisions  of  this  Section  4)  be  in effect, and (b) the denominator is the
Exercise  Price  in effect on the date of such exercise (taking into account the
provisions  of  this  Section  4).

   5.   Certificate  as  to  Adjustments.  In each  case  of  any  adjustment or
        --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  this  Warrant,  the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment

<PAGE>

or  readjustment  in  accordance  with  the  terms of this Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding or deemed to be outstanding, and (c) the Exercise Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or readjusted as provided in this Warrant.  The Company will forthwith
mail  a copy of each such certificate to the Holder and any Warrant agent of the
Company  (appointed  pursuant  to  Section  11  hereof).

   6.   Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company
        -----------------------------------------------------------
will  at  all times reserve and keep available, solely for issuance and delivery
on  the  exercise  of this Warrant, shares of Common Stock (or Other Securities)
from  time  to  time  issuable  on  the  exercise  of  this  Warrant.

   7.   Assignment;  Exchange of Warrant.  Subject to compliance with applicable
        --------------------------------
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred  by  any  registered  holder  hereof (a "Transferor") in whole or in
part.  On  the  surrender  for  exchange  of this Warrant, with the Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the  "Transferor
Endorsement  Form")  and  together  with evidence reasonably satisfactory to the
Company  demonstrating  compliance  with applicable securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel  (at  the  Company's expense) that such transfer is exempt
from the registration requirements of applicable securities laws, the Company at
its  expense  (but  with  payment  by  the Transferor of any applicable transfer
taxes) will issue and deliver to or on the order of the Transferor thereof a new
Warrant  of  like  tenor, in the name of the Transferor and/or the transferee(s)
specified  in such Transferor Endorsement Form (each a "Transferee"), calling in
the  aggregate  on  the face or faces thereof for the number of shares of Common
Stock  called  for  on  the  face  or faces of the Warrant so surrendered by the
Transferor.

   8.   Replacement of  Warrant.  On receipt of evidence reasonably satisfactory
        -----------------------
to  the  Company  of  the loss, theft, destruction or mutilation of this Warrant
and,  in  the  case  of  any such loss, theft or destruction of this Warrant, on
delivery  of  an indemnity agreement or security reasonably satisfactory in form
and  amount  to the Company or, in the case of any such mutilation, on surrender
and  cancellation  of  this Warrant, the Company at its expense will execute and
deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

   9.   Registration Rights.  The Company agrees that if, at any time during the
        -------------------
next  six  (6) months, beginning on the date first written above, it proposes to
file  a  registration  statement  with   respect  to  any  class  of  equity  or
equity-related  security  (other  than  in  connection  with  an offering to the
Company's  employees  or  in  connection  with an acquisition, merger or similar
transaction)  under  the  Securities  Act  of  1933 in a primary registration on
behalf of the Company and/or in a secondary registration on behalf of holders of
such  securities  and  the  registration  form  to  be  used  may  be  used  for
registration  of  the  shares,  the  Company  will give prompt written notice to
Holder  of  its intention to file a registration     statement and will offer to

<PAGE>

include  in  such registration statement, such number of the shares with respect
to  which the Company has received written requests for inclusion therein within
Twenty  (20) days after the giving of notice by the Company. This Section is not
applicable  to a registration statement filed by the Company on Forms S-4 or S-8
or  any  successor  forms.

   10.  Warrant  Agent.  The Company may, by written notice to the Holder of the
        --------------
Warrant,  appoint  an  agent  for  the purpose of issuing Common Stock (or Other
Securities)  on  the  exercise of this Warrant pursuant to Section 1, exchanging
this  Warrant  pursuant  to  Section  7,  and replacing this Warrant pursuant to
Section  8,  or any of the foregoing, and thereafter any such issuance, exchange
or  replacement, as the case may be, shall be made at such office by such agent.

   11.  Transfer  on  the Company's Books.  Until this Warrant is transferred on
        ---------------------------------
the  books of the Company, the Company may treat the registered Holder hereof as
the  absolute  owner  hereof for all purposes, notwithstanding any notice to the
contrary.

   12.  Notices,  Etc.  All notices and other communications from the Company to
        -------------
the Holder  shall be mailed by first class registered or certified mail, postage
prepaid, at such address as may have been furnished to the Company in writing by
such  Holder or, until any such Holder furnishes to the Company an address, then
to,  and  at  the address of, the last Holder who has so furnished an address to
the  Company.

   13.   Redemption.  If  the last sales  price of the Company's common stock is
         ----------
$.10  or  more  per  share for a period of at least 30 consecutive business days
following  the  registration  of  the  common  stock underlying the Warrant, the
Company  will  have  the  right  at  its  sole option, to redeem and acquire all
outstanding  unexercised warrants for $.01 per Warrant after thirty-days written
notice  to  the  holders  thereof  (the  "Redemption  Date").

     The  notice  of redemption shall specify (i) the redemption price, (ii) the
date  fixed for redemption, (iii) the place where the Warrant certificates shall
be  delivered  and  the redemption price paid, (iv) that the Company will assist
each registered holder of a Warrant in connection with the exercise thereof, and
(v)  that  the  right  to  exercise  such  Warrant  shall terminate at 5:00 P.M.
(C.S.T.)  on  the  business day immediately preceding the Redemption Date.   All
outstanding Warrants which remain unexercised on the Redemption Date will expire
and  all  rights  with  respect  to  such  Warrants  will  cease  and terminate.

   14.     Non-Shorting.  The  Holder  warrants that it will not engage in short
           ------------
sales  of  the  Company's  common stock nor has it engaged in short sales of the
Company's  common  stock.

   15.     Miscellaneous.  This  Warrant  and any  term hereof  may be  changed,
           -------------
waived ,discharged  or  terminated   only  by an instrument in writing signed by
the  party  against  which  enforcement  of such change,  waiver,  discharge  or
termination is sought.   THIS  WARRANT  SHALL  BE  GOVERNED  BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS  OF  STATE OF  TEXAS  WITHOUT  REGARD TO  PRINCIPLES OF
CONFLICTS OF LAWS.  ANY ACTION BROUGHT CONCERNING  THE TRANSACTIONS CONTEMPLATED
BY THIS WARRANT SHALL BE BROUGHT  ONLY  IN  THE STATE  COURTS OF TEXAS OR IN THE
FEDERAL COURTS LOCATED IN

<PAGE>

THE  STATE OF TEXAS; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS
PROVISION  AND  BRING  AN  ACTION  OUTSIDE  THE STATE OF TEXAS.  The individuals
executing  this  Warrant  on  behalf  of  the  Company  agree  to  submit to the
jurisdiction of such courts and waive trial by jury.  The prevailing party shall
be  entitled  to recover from the other party its reasonable attorneys' fees and
costs.  In  the  event  that  any  provision  of  this  Warrant  is  invalid  or
unenforceable  under  any applicable statute or rule of law, then such provision
shall  be  deemed  inoperative  to the extent that it may conflict therewith and
shall  be deemed modified to conform with such statute or rule of law.  Any such
provision  which  may  prove  invalid  or  unenforceable under any law shall not
affect  the  validity  or enforceability of any other provision of this Warrant.
The  headings  in this Warrant are for purposes of reference only, and shall not
limit  or  otherwise  affect  any of the terms hereof.  The Company acknowledges
that  legal  counsel  participated  in  the  preparation  of  this  Warrant and,
therefore,  stipulates  that the rule of construction that ambiguities are to be
resolved  against  the drafting party shall not be applied in the interpretation
of  this  Warrant  to  favor  any  party  against  the  other  party.

IN  WITNESS  WHEREOF, the Company has executed this Warrant as of the date first
written  above.


                                      TEXHOMA ENERGY, INC.
                                      --------------------


                                      /s/ Frank A. Jacobs
                                      --------------------
                                      Frank Jacobs
                                      Executive Chairman

                                      ENERGY CAPTIAL SOLUTIONS, LP
                                      ----------------------------

                                      By: /s/ Keith Behrens
                                         -------------------------
                                      Its: Managing Director
                                          ------------------------

                                      Printed Name: Keith Behrens
                                                   ---------------

<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:     Texhoma  Energy,  Inc.
        2411  Fountainview  Drive,
        Suite  120
        Houston,  Texas  77057

Attention:     Chief  Financial  Officer

     The  undersigned,  pursuant  to  the  provisions  set forth in the attached
Warrant  (No.____), hereby irrevocably elects to purchase ________ shares of the
Common  Stock  covered  by  such  Warrant.

     The  undersigned herewith makes payment of the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________.  Such payment takes the form of $__________ in lawful money of the
United  States.

     The undersigned requests that the certificates for such shares be issued in
the  name  of,  and  delivered to ______________________________________________
whose  address  is
___________________________________________________________________________.

     The  undersigned  represents  and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as  amended  (the  "Securities  Act")  or  pursuant  to an exemption from
registration  under  the  Securities  Act.

Dated:
      ----------------------------      ----------------------------------------
                                        (Signature  must  conform  to  name  of
                                        holder  as  specified on the face of the
                                        Warrant)

                                        Address:
                                                -----------------------------

                                                -----------------------------

 <PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

     For  value  received,  the undersigned hereby sells, assigns, and transfers
unto  the  person(s)  named  below  under  the  heading  "Transferees" the right
represented  by  the  within  Warrant  to  purchase the percentage and number of
shares  of  Common  Stock  of Texhoma Energy, Inc. into which the within Warrant
relates  specified  under  the  headings  "Percentage  Transferred"  and "Number
Transferred,"  respectively, opposite the name(s) of such person(s) and appoints
each  such  person  attorney  to  transfer  its respective right on the books of
Texhoma  Energy,  Inc.  with  full  power  of  substitution  in  the  premises.


                                           Percentage           Number
Transferees               Address          Transferred       Transferred
-----------               -------          -----------       -----------

----------------------    ---------------  ---------------   -------------------

---------------------     ---------------  ---------------   -------------------

---------------------     ---------------  ---------------   -------------------

---------------------     ---------------  ---------------   -------------------


Dated:
      ----------------------            ----------------------------------------
                                        (Signature  must  conform  to  name  of
                                        holder  as  specified on the face of the
                                        Warrant)

                                        Address:
                                                -------------------------

                                                -------------------------

                                        SIGNED IN THE PRESENCE OF:

                                        ---------------------------------
                                                  (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]


----------------------------
          (Name)

<PAGE>