EXHIBIT 10.9

                                                                  Execution Copy



                                7,000,000 SHARES

                             DENBURY RESOURCES INC.

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT

                                                               November 21, 2002

LEHMAN BROTHERS INC.
CIBC WORLD MARKETS CORP.
RAYMOND JAMES AND ASSOCIATES,
INC.
JOHNSON RICE & ASSOCIATES, L.L.C.
         As Representatives of the several
         Underwriters named in Schedule 1 hereto
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, NY 10019

Dear Sirs:

     Certain stockholders of Denbury Resources Inc., a Delaware corporation (the
"COMPANY"), named in Schedule 2 hereto (the "SELLING STOCKHOLDERS"),  propose to
sell an aggregate of 7,000,000 shares (the "FIRM Stock") of the Company's common
stock, par value $.001 per share (the "COMMON STOCK"). In addition,  the Selling
Stockholders  propose to grant to the  underwriters  named in  Schedule 1 hereto
(the  "UNDERWRITERS"),  an option to purchase up to an additional 500,000 shares
of the Common  Stock,  in the  aggregate,  on the terms and for the purposes set
forth in Section 3 below  (the  "OPTION  STOCK").  The Firm Stock and the Option
Stock, if purchased, are hereinafter collectively called the "STOCK." This is to
confirm the agreement  concerning the purchase of the Stock from the Company and
the Selling Stockholders by the Underwriters.

     1.  Representations,  Warranties and Agreements of the Company. The Company
represents, warrants and agrees that:

          (a) A  registration  statement on Form S-3 (File No.  333-57382)  with
     respect to the Stock has (i) been  prepared  by the  Company in  conformity
     with the  requirements  of the  Securities  Act of 1933,  as  amended  (the
     "SECURITIES   ACT"),   and  the  rules  and  regulations  (the  "RULES  AND
     REGULATIONS") of the Securities and Exchange  Commission (the "COMMISSION")
     thereunder,  (ii) been filed with the  Commission  under the Securities Act
     and  (iii)  become  effective  under  the  Securities  Act.  Copies of such
     registration  statement and  amendments  thereto have been delivered by the
     Company  to you  as  the  representatives  (the  "REPRESENTATIVES")  of the
     Underwriters.  As used in this Agreement,



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     "EFFECTIVE TIME" means the date and the time as of which such  registration
     statement, or the most recent post-effective amendment thereto, if any, was
     declared  effective by the Commission;  "EFFECTIVE  DATE" means the date of
     the Effective Time; "PRELIMINARY PROSPECTUS" means each prospectus included
     in such registration  statement,  or amendments  thereto,  before it became
     effective  under  the  Securities  Act and any  prospectus  filed  with the
     Commission by the Company with the consent of the Representatives  pursuant
     to Rule 424(a) of the Rules and Regulations; "REGISTRATION STATEMENT" means
     such registration  statement,  as amended at the Effective Time,  including
     all information contained in the final prospectus filed with the Commission
     pursuant  to Rule  424(b) of the Rules and  Regulations  and deemed to be a
     part of the  registration  statement as of the  Effective  Time pursuant to
     paragraph (b) of Rule 430A of the Rules and  Regulations;  and "PROSPECTUS"
     means the  prospectus  supplement and the  accompanying  prospectus and all
     information  incorporated  by reference  therein at such time,  in the form
     first  used to  confirm  sales  of  Stock.  Reference  made  herein  to any
     Preliminary Prospectus or to the Prospectus shall be deemed to refer to and
     include any documents incorporated by reference therein pursuant to item 12
     of Form S-3 under the  Securities  Act, as of the date of such  Preliminary
     Prospectus or the Prospectus,  as the case may be, and any reference to any
     amendment or supplement  to any  Preliminary  Prospectus or the  Prospectus
     shall be  deemed  to refer to and  include  any  document  filed  under the
     Securities Exchange Act of 1934, as amended ("EXCHANGE ACT") after the date
     of such Preliminary  Prospectus or the Prospectus,  as the case may be, and
     incorporated by reference in the Preliminary  Prospectus or the Prospectus,
     as the case may be; and any reference to any amendment to the  Registration
     Statement  shall be deemed to include  any  periodic  report of the Company
     filed  with  the  Commission  pursuant  to  Section  13(a)  or 15(d) of the
     Exchange Act after the Effective Time that is  incorporated by reference in
     the  Registration  Statement.  The  Commission  has not  issued  any  order
     preventing or suspending the use of any Preliminary Prospectus.

          (b) The Registration  Statement  conforms,  and the Prospectus and any
     further  amendments or  supplements  to the  Registration  Statement or the
     Prospectus  will,  when  they  become  effective  or  are  filed  with  the
     Commission,  as the case may be,  conform in all  material  respects to the
     requirements of the Securities Act and the Rules and Regulations and do not
     and will not, as of the applicable  Effective Date (as to the  Registration
     Statement and any amendment  thereto) and as of the applicable  filing date
     (as to the Prospectus and any amendment or supplement  thereto)  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
     not misleading;  provided that no  representation or warranty is made as to
     information contained in or omitted from the Registration  Statement or the
     Prospectus  in reliance  upon and in  conformity  with written  information
     furnished to the Company through the Representatives by or on behalf of any
     Underwriter specifically for inclusion therein.

          (c) The documents  incorporated by reference in the  Prospectus,  when
     they were filed with the Commission,  conformed in all material respects to
     the  requirements  of the Exchange Act and the Rules and  Regulations,  and
     none of such  documents  contained an untrue  statement of material fact or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; and any further

                                      -2-

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     documents so filed and  incorporated by reference in the  Prospectus,  when
     such documents are filed with the Commission,  will conform in all material
     respects  to the  requirements  of the  Exchange  Act  and  the  rules  and
     regulations  thereunder  and will not  contain  any 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 not misleading.

          (d) The  Company and each of its  subsidiaries  (as defined in Section
     17) have been duly  incorporated or formed, as the case may be, and validly
     existing as their respective  business  entities and in good standing under
     the laws of their  respective  jurisdictions of incorporation or formation,
     as the  case may be,  are duly  qualified  to do  business  and are in good
     standing as foreign  corporations  or limited  liability  companies in each
     jurisdiction  in which their  respective  ownership or lease of property or
     the conduct of their  respective  businesses  requires  such  qualification
     (except where the failure to so qualify or be in good standing as a foreign
     corporation or limited  liability company would not have a material adverse
     effect on the consolidated  financial  position,  stockholders' or members'
     equity (as the case may be), results of operation, business or prospects of
     the Company and its subsidiaries, taken as a whole), and have all power and
     authority  necessary  to own or hold  their  respective  properties  and to
     conduct  the  businesses  in  which  they  are  engaged;  and  none  of the
     subsidiaries  of  the  Company  other  than  Denbury  Offshore,  Inc.  is a
     "SIGNIFICANT SUBSIDIARY",  as such term is defined in Rule 405 of the Rules
     and Regulations under the Securities Act.

          (e) The Company has an authorized  capitalization  as set forth in the
     Prospectus,  and all of the issued  shares of capital  stock of the Company
     have  been duly and  validly  authorized  and  issued,  are fully  paid and
     non-assessable  and conform to the  description  thereof  contained  in the
     Prospectus;  and  all of  the  issued  shares  of  capital  stock  of  each
     subsidiary of the Company have been duly and validly  authorized and issued
     and are fully paid and non-assessable and (except for directors' qualifying
     shares) are owned directly or indirectly by the Company,  free and clear of
     all liens, encumbrances, equities or claims.

          (f) The shares of Stock to be sold by the Selling  Stockholders to the
     Underwriters hereunder have been duly and validly authorized.

          (g) This Agreement has been duly authorized, executed and delivered by
     the Company.

          (h) The execution,  delivery and  performance of this Agreement by the
     Company and the consummation of the transactions  contemplated  hereby will
     not conflict with or result in a breach or violation of any of the terms or
     provisions of, or constitute a default under, any indenture, mortgage, deed
     of trust, loan agreement or other agreement or instrument, which violation,
     breach or conflict would have a material adverse effect on the consolidated
     financial position,  stockholders' or members' equity (as the case may be),
     results  of  operation,  business  or  prospects  of the  Company  and  its
     subsidiaries,  taken  as a  whole,  to  which  the  Company  or  any of its
     subsidiaries is a party or by which the Company or any of its  subsidiaries
     is bound or to which any of the property or assets of the Company or any of
     its subsidiaries is subject,  nor will such

                                      -3-

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     actions result in any violation of the provisions of the charter or by-laws
     of the Company or any of its subsidiaries or any statute or any order, rule
     or  regulation  of  any  court  or  governmental   agency  or  body  having
     jurisdiction  over the Company or any of its  subsidiaries  or any of their
     properties or assets;  and except for the  registration  of the Stock under
     the   Securities  Act  and  such   consents,   approvals,   authorizations,
     registrations or  qualifications  as may be required under the Exchange Act
     and applicable  state  securities  laws in connection with the purchase and
     distribution  of the  Stock  by the  Underwriters,  no  consent,  approval,
     authorization  or order of, or filing or registration  with, any such court
     or governmental agency or body is required for the execution,  delivery and
     performance  of this Agreement by the Company and the  consummation  of the
     transactions contemplated hereby other than those that have been obtained.

          (i) Except as described  in the  Prospectus,  there are no  contracts,
     agreements or  understandings  between the Company and any person  granting
     such  person  the right  (other  than  rights  which  have  been  waived or
     satisfied) to require the Company to file a  registration  statement  under
     the  Securities  Act with respect to any securities of the Company owned or
     to be owned by such  person or to  require  the  Company  to  include  such
     securities  in the  securities  registered  pursuant  to  the  Registration
     Statement  or in any  securities  being  registered  pursuant  to any other
     registration statement filed by the Company under the Securities Act.

          (j) Except as set forth in the Prospectus, the Company has not sold or
     issued any shares of Common Stock during the six-month period preceding the
     date of the Prospectus, including any sales pursuant to Rule 144A under, or
     Regulations D or S of, the Securities Act other than shares issued pursuant
     to director  compensation  plans,  employee benefit plans,  qualified stock
     options  plans  or  other  employee   compensation  plans  or  pursuant  to
     outstanding options, rights or warrants.

          (k) Neither the Company  nor any of its  subsidiaries  has  sustained,
     since the date of the latest audited financial  statements  included in the
     Prospectus,  any material loss or interference with its business from fire,
     explosion, flood or other calamity, whether or not covered by insurance, or
     from any labor dispute or court or  governmental  action,  order or decree,
     otherwise than as set forth or contemplated  in the Prospectus,  and, since
     such date,  there has not been any change in the capital  stock (except for
     exercises of options since such date under the Company's  existing director
     compensation plans, existing stock option plan and issuances of stock under
     the  Company's  existing  stock  purchase  plan) or  long-term  debt of the
     Company or any of its subsidiaries or any material  adverse change,  or any
     development   involving  a  prospective  material  adverse  change,  in  or
     affecting  the  management,  financial  position,  stockholders'  equity or
     results  of  operations,  business  or  prospects  of the  Company  and its
     subsidiaries, taken as a whole, otherwise than as set forth or contemplated
     in the Prospectus.

          (l)  The  financial  statements   (including  the  related  notes  and
     supporting  schedules),  filed  as part of the  Registration  Statement  or
     included in the  Prospectus  present  fairly the  financial  condition  and
     results of operations of the entities purported to be shown thereby, at the
     dates and for the periods  indicated,  and have been prepared in

                                      -4-
<PAGE>

     conformity  with  generally  accepted  accounting  principles  applied on a
     consistent basis throughout the periods involved.

          (m) Deloitte & Touche  L.L.P.,  who have certified  certain  financial
     statements of the Company,  whose reports  appear in the Prospectus and who
     has  delivered  one of the  initial  letters  referred  to in Section  9(g)
     hereof, are and have been independent public accountants as required by the
     Securities Act and the Rules and Regulations, during the periods covered by
     the financial statements on which they reported.

          (n) DeGolyer and MacNaughton,  whose reserve audits or evaluations are
     referenced or appear,  as the case may be, in the  Prospectus  and who have
     delivered  the letters  referred to in Section  9(i)  hereof,  were,  as of
     December 31, 2000 and December 31, 2001, as the case may be, and are, as of
     the date hereof,  independent engineers with respect to the Company and its
     subsidiaries.

          (o) The  Company  and  each  of its  subsidiaries  has  (1)  generally
     satisfactory or good and indefeasible title to all its interests in its oil
     and gas properties,  title investigations  having been carried out by or on
     behalf of such person in  accordance  with good practice in the oil and gas
     industry in the areas in which such  properties  are located,  (2) good and
     marketable  title in fee simple to all of its other real property,  and (3)
     good and  marketable  title to all personal  property  owned by it, in each
     case free and clear of all liens,  encumbrances  and defects except such as
     are  described in the  Prospectus or such as do not  materially  affect the
     value of such  properties as a whole and do not  materially  interfere with
     the use made and proposed to be made of such  properties  as a whole by the
     Company and its  subsidiaries;  and all real  properties and buildings held
     under  lease by the  Company  and its  subsidiaries  are held by them under
     valid,  subsisting and enforceable  leases, with such exceptions as are not
     material and do not interfere  with the use made and proposed to be made of
     such   properties  and  buildings  as  a  whole  by  the  Company  and  its
     subsidiaries.

          (p) The  Company  and  its  subsidiaries  carry,  or are  covered  by,
     insurance in such amounts and covering such risks as the Company reasonably
     believes is adequate for the conduct of their respective businesses and the
     value of their respective properties and is customary for companies engaged
     in  similar  businesses  in similar  industries.

          (q) The Company and its subsidiaries own or possess adequate rights to
     use all material patents, patent applications,  trademarks,  service marks,
     trade  names,   trademark   registrations,   service  mark   registrations,
     copyrights  and  licenses  necessary  for the  conduct of their  respective
     businesses  and  have no  reason  to  believe  that  the  conduct  of their
     respective  businesses will conflict with, and have not received any notice
     of any claim of conflict with, any such rights of others.

          (r)  Except  as  described  in the  Prospectus,  there are no legal or
     governmental  proceedings  pending  to  which  the  Company  or  any of its
     subsidiaries  is a party or of which any  property or assets of the Company
     or any of its subsidiaries is the subject which, if determined adversely to
     the Company or any of its  subsidiaries,  would be  reasonably  expected to
     have a material  adverse  effect on the  consolidated  financial

                                      -5-

<PAGE>

     position,   stockholders'  equity,  results  of  operations,   business  or
     prospects of the Company and its  subsidiaries,  taken as a whole;  and, to
     the best of the Company's knowledge,  no such proceedings are threatened or
     contemplated by governmental authorities or threatened by others.

          (s) The  conditions  for use of Form S-3,  as set forth in the General
     Instructions thereto, have been satisfied.

          (t) There are no contracts or other documents which are required to be
     described  in the  Prospectus  or filed  as  exhibits  to the  Registration
     Statement by the Securities Act or by the Rules and Regulations  which have
     not  been  described  in  the  Prospectus  or  filed  as  exhibits  to  the
     Registration Statement or incorporated therein by reference as permitted by
     the Rules and Regulations.

          (u) No relationship,  direct or indirect,  exists between or among the
     Company  on the  one  hand,  and  the  directors,  officers,  stockholders,
     customers or suppliers of the Company on the other hand,  which is required
     to be described in the Prospectus which is not so described.

          (v) No labor disturbance by the employees of the Company exists or, to
     the  knowledge  of the  Company,  is  imminent  which  might be  reasonably
     expected to have a material adverse effect on the management,  consolidated
     financial position,  stockholders' equity, results of operations,  business
     or prospects of the Company and its subsidiaries, taken as a whole.

          (w) The Company is in  compliance  in all material  respects  with all
     presently applicable  provisions of the Employee Retirement Income Security
     Act  of  1974,  as  amended,   including  the   regulations  and  published
     interpretations  thereunder ("ERISA"); no "REPORTABLE EVENT" (as defined in
     ERISA) has  occurred  with  respect to any  "PENSION  PLAN" (as  defined in
     ERISA) for which the Company would have any material liability; the Company
     has not incurred and does not expect to incur any material  liability under
     (I) TITLE IV OF ERISA WITH RESPECT TO TERMINATION  OF, OR WITHDRAWAL  FROM,
     ANY "pension plan" or (ii) Section 412 or 4971 of the Internal Revenue Code
     of  1986,   as   amended,   including   the   regulations   and   published
     interpretations  thereunder (the "CODE"); and each "PENSION PLAN" for which
     the  Company  would have any  material  liability  that is  intended  to be
     qualified  under Section 401(a) of the Code is so qualified in all material
     respects and, to the best of the Company's knowledge, nothing has occurred,
     whether by action or by failure to act,  which would cause the loss of such
     qualification.

          (x) The Company and its subsidiaries have filed all federal, state and
     local income and  franchise  tax returns  required to be filed  through the
     date  hereof or have filed for  appropriate  extensions  for such taxes and
     have paid all taxes due thereon,  and no tax deficiency has been determined
     adversely to the Company or any of its subsidiaries which has had (nor does
     the Company have any knowledge of any tax deficiency  which,  if determined
     adversely to the Company or any of its subsidiaries, might have) a material
     adverse  effect  on  the  consolidated  financial  position,  stockholders'
     equity, results of operations, business or prospects of the Company and its
     subsidiaries, taken as a whole.

                                      -6-


<PAGE>

          (y) Since the date as of which  information is given in the Prospectus
     through the date  hereof,  and except as may  otherwise be disclosed in the
     Prospectus,  the Company has not (i) except for  exercises of options since
     such date  under the  Company's  existing  director  compensation  plans or
     existing  stock  option plan and  issuances  of stock  under the  Company's
     existing  stock  purchase  plan,  issued or granted  any  securities,  (ii)
     incurred any  liability or  obligation,  direct or  contingent,  other than
     liabilities and  obligations  which were incurred in the ordinary course of
     business,  (iii) entered into any transaction not in the ordinary course of
     business or (iv) declared or paid any dividend on its capital stock.

          (z) The  Company  (i) makes and keeps  accurate  books and records and
     (ii)  maintains  internal  accounting  controls  which  provide  reasonable
     assurance   that  (A)   transactions   are  executed  in  accordance   with
     management's  authorization,  (B) transactions are recorded as necessary to
     permit   preparation   of  its   financial   statements   and  to  maintain
     accountability  for its assets,  (C) access to its assets is permitted only
     in  accordance  with  management's   authorization  and  (D)  the  reported
     accountability   for  its  assets  is  compared  with  existing  assets  at
     reasonable intervals.

          (aa)  Neither  the  Company  nor  any  of its  subsidiaries  (i) is in
     violation of its charter or by-laws, (ii) is in default in any respect, and
     no event has occurred  which,  with notice or lapse of time or both,  would
     constitute  such a default,  in the due  performance  or  observance of any
     term, covenant or condition contained in any indenture,  mortgage,  deed of
     trust,  loan  agreement or other  agreement or  instrument to which it is a
     party or by which it is bound or to which any of its  properties  or assets
     is subject or (iii) is in violation  in any respect of any law,  ordinance,
     governmental  rule,  regulation or court decree to which it or its property
     or assets  may be subject  or has  failed to obtain  any  license,  permit,
     certificate,  franchise  or  other  governmental  authorization  or  permit
     necessary  to the  ownership  of its  property  or to  the  conduct  of its
     business,  expect,  in the cases of clauses (ii) and (iii),  such defaults,
     events,  violations or failures that in the aggregate  might  reasonably be
     expected to have a material adverse effect on the management,  consolidated
     financial position,  stockholders' equity, results of operations,  business
     or prospects of the Company and its subsidiaries, taken as a whole.

          (bb) The course of conduct of the Company in transactions  between the
     Company and its subsidiaries on one hand, and Genesis  Partners,  L.P. (the
     "PARTNERSHIP")   and  its   subsidiaries  on  the  other  hand,  since  the
     acquisition  by the Company of Genesis  Energy LLC, the general  partner of
     the  Partnership,  has at all  times  been  "fair  and  reasonable"  to the
     Partnership, as determined within the context of Section 7.9 of the limited
     partnership agreement of the Partnership.

          (cc) There has been no  storage,  disposal,  generation,  manufacture,
     refinement, transportation,  handling or treatment of toxic wastes, medical
     wastes,  hazardous wastes or hazardous  substances by the Company or any of
     its  subsidiaries  (or,  to the  knowledge  of the  Company,  any of  their
     predecessors  in  interest)  at,  upon or from any of the  property  now or
     previously  owned or leased by the Company or its subsidiaries in violation
     of any applicable law, ordinance, rule,

                                      -7-


<PAGE>

     regulation,  order,  judgment,  decree  or permit  or which  would  require
     remedial  action under any applicable  law,  ordinance,  rule,  regulation,
     order,  judgment,  decree or permit,  except for any  violation or remedial
     action  which would not have,  or could not be  reasonably  likely to have,
     singularly  or in the  aggregate  with all  such  violations  and  remedial
     actions,  a  material  adverse  effect  on  the  management,   consolidated
     financial position,  stockholders' equity, results of operations,  business
     or prospects of the Company and its subsidiaries, taken as whole; there has
     been no material  spill,  discharge,  leak,  emission,  injection,  escape,
     dumping or release of any kind onto such  property or into the  environment
     surrounding  such  property  of any toxic  wastes,  medical  wastes,  solid
     wastes,  hazardous  wastes or hazardous  substances due to or caused by the
     Company or any of its  subsidiaries or with respect to which the Company or
     any  of its  subsidiaries  have  knowledge,  except  for  any  such  spill,
     discharge,  leak,  emission,  injection,  escape,  dumping or release which
     would not have or would not be reasonably likely to have,  singularly or in
     the  aggregate  with  all  such  spills,   discharges,   leaks,  emissions,
     injections,  escapes,  dumpings and releases,  a material adverse effect on
     the management,  consolidated  financial  position,  stockholders'  equity,
     results  of  operations,  business  or  prospects  of the  Company  and its
     subsidiaries,  taken as a whole; and the terms "HAZARDOUS  WASTES",  "TOXIC
     WASTES",  "HAZARDOUS  SUBSTANCES"  and  "MEDICAL  WASTES"  shall  have  the
     meanings specified in any applicable local, state, federal and foreign laws
     or regulations  with respect to  environmental  protection  ("ENVIRONMENTAL
     LAWS").

          (dd) Neither the Company nor any subsidiary is an "INVESTMENT COMPANY"
     as defined in the Investment Company Act of 1940, as amended.

          (ee) Except as  described  in the  Prospectus,  no  subsidiary  of the
     Company is currently  prohibited,  directly or indirectly,  from paying any
     dividends  to the  Company,  from  making  any other  distribution  on such
     subsidiary's  capital  stock,  from  repaying  to the  Company any loans or
     advances to such  subsidiary from the Company or from  transferring  any of
     such subsidiary's property or assets to the Company or any other subsidiary
     of the Company.

          (ff)  The  Company  and  its   subsidiaries   possess  all   licenses,
     certificates,  permits and other  authorizations  issued by the appropriate
     federal,  state or foreign regulatory  authorities  ("PERMIT" or "PERMITS")
     necessary  for the  ownership  of  property  or assets or to conduct  their
     respective  businesses  except where the failure to have such Permits would
     not  reasonably  be  expected  to have a  material  adverse  effect  on the
     management,  consolidated financial position, stockholders' equity, results
     of operations,  business or prospects of the Company and its  subsidiaries,
     taken as a whole;  neither  the  Company  nor any of its  subsidiaries  has
     received  any  notice  of   proceedings   relating  to  the  revocation  or
     modification of any such Permit which,  singly or in the aggregate,  if the
     subject  of an  unfavorable  decision,  ruling  or  finding,  would  have a
     material adverse effect on the management, consolidated financial position,
     stockholders' equity,  results of operations,  business or prospects of the
     Company and its subsidiaries, taken as a whole; the Company and each of its
     subsidiaries  has operated and is operating its business in compliance with
     and not in  violation of any of its  obligations  with respect to each such
     Permit except where such violation would not reasonably be expected to have
     a  material  adverse  effect  on  the  management,  consolidated  financial
     position,   stockholders'  equity,  results  of  operations,   business  or
     prospects of the Company and its  subsidiaries,  taken as

                                      -8-

<PAGE>

     a whole;  no event has occurred  which allows,  or after notice or lapse of
     time or both would allow,  revocation or  termination of any such Permit or
     result in any other  impairment  of the rights of the Company or any of its
     subsidiaries  under  any  such  Permit,   subject  in  each  case  to  such
     qualification  as described in the Prospectus;  and, except as described in
     the Prospectus, such permits contain no restrictions that are burdensome to
     the Company or any of its subsidiaries  except for restrictions  that would
     not,  singly or in the  aggregate,  have a material  adverse  effect on the
     management,  consolidated financial position, stockholders' equity, results
     of operations,  business or prospects of the Company and its  subsidiaries,
     taken as a whole.

     Any  certificate  signed by any officer of the Company and delivered to the
Representatives  or counsel for the Underwriters in connection with the offering
of the Stock shall be deemed a representation and warranty by the Company, as to
matters covered thereby, to each Underwriter.

     2. Representations,  Warranties and Agreements of the Selling Stockholders.
Each Selling Stockholder severally,  and not jointly,  represents,  warrants and
agrees that:

          (a)  The  Selling  Stockholder  has,  and  immediately  prior  to each
     Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will
     have, good and valid title to the shares of Stock to be sold by the Selling
     Stockholder   hereunder  on  such  date,  free  and  clear  of  all  liens,
     encumbrances,  equities  or claims;  and upon  delivery  of such shares and
     payment  therefor  pursuant  hereto  and  thereto  (and  assuming  that the
     Underwriters  acquire the shares of Stock without any notice of any adverse
     claim (within the meaning of Section 8-105 of the Uniform  Commercial Code)
     that has been created by the  Underwriters  or their  Affiliates)  good and
     valid  title to such  shares,  free and clear of all  liens,  encumbrances,
     equities or claims, will pass to the several Underwriters.

          (b) The  Selling  Stockholder  has full right,  partnership  power and
     authority  to enter  into  this  Agreement;  the  execution,  delivery  and
     performance  of  this  Agreement  by  the  Selling   Stockholder   and  the
     consummation by the Selling  Stockholder of the  transactions  contemplated
     hereby will not conflict  with or result in a breach or violation of any of
     the terms or  provisions  of, or constitute a default  under,  any material
     indenture,  mortgage,  deed of trust,  loan agreement or other agreement or
     instrument  to which  the  Selling  Stockholder  is a party or by which the
     Selling  Stockholder  is bound or to which any of the property or assets of
     the Selling  Stockholder  is subject,  nor will such actions  result in any
     violation of the provisions of the  certificate  of limited  partnership or
     the partnership agreement of the Selling Stockholder, or any statute or any
     order,  rule or  regulation  of any  court or  governmental  agency or body
     having  jurisdiction over the Selling Stockholder or the property or assets
     of the Selling  Stockholder;  and, except for the registration of the Stock
     under the  Securities  Act and such  consents,  approvals,  authorizations,
     registrations,  filings  or  qualifications  as may be  required  under the
     Exchange Act and applicable  state  securities  laws in connection with the
     purchase and  distribution  of the Stock by the  Underwriters,  no consent,
     approval,  authorization  or order of, or filing or registration  with, any
     such court or  governmental  agency or body is required for the  execution,
     delivery and  performance of this Agreement by the Selling

                                      -9-

<PAGE>

     Stockholder  and  the  consummation  by  the  Selling  Stockholder  of  the
     transactions contemplated hereby and thereby.

          (c) The  Registration  Statement  and the  Prospectus  and any further
     amendments or supplements to the Registration  Statement or the Prospectus,
     when they become  effective or are filed with the  Commission,  as the case
     may be, do not and will not, as of the applicable Effective Date (as to the
     Registration  Statement and any amendment thereto) and as of the applicable
     filing date (as to the Prospectus and any amendment or supplement  thereto)
     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 not misleading;  provided,  however, the foregoing  representations
     and  warranties  shall  only  apply  to  statements  or  omissions  in  the
     Registration  Statement  or the  Prospectus  made in  reliance  upon and in
     conformity with information relating to such Selling Stockholder  furnished
     to the Company in writing by such  Selling  Stockholder  expressly  for use
     therein; and provided,  further, that no representation or warranty is made
     as to information  contained in or omitted from the Registration  Statement
     or  the  Prospectus  in  reliance  upon  and  in  conformity  with  written
     information  furnished to the Company through the  Representatives by or on
     behalf of any Underwriter specifically for inclusion therein.

          (d) The Selling  Stockholder has not taken and will not take, directly
     or indirectly,  any action which is designed to or which has constituted or
     which might reasonably be expected to cause or result in the  stabilization
     or  manipulation  of the price of any security of the Company to facilitate
     the sale or resale of the shares of the Stock.

     3.  Purchase  of  the  Stock  by the  Underwriters.  On  the  basis  of the
representations  and  warranties  contained  in,  and  subject  to the terms and
conditions of, this Agreement,  each Selling  Stockholder  hereby agrees to sell
the  number of shares of the Firm  Stock set  opposite  its name in  Schedule  2
hereto,  severally and not jointly, to the several  Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase the number of shares
of the Firm Stock set  opposite  that  Underwriter's  name in Schedule 1 hereto.
Each  Underwriter  shall be obligated to purchase from each Selling  Stockholder
that number of shares of the Common Stock which  represents the same  proportion
of the  number  of  shares  of  the  Firm  Stock  to be  sold  by  each  Selling
Stockholder,  as the number of shares of the Firm Stock set forth  opposite  the
name of such  Underwriter in Schedule 1 represents of the total number of shares
of the Firm Stock to be  purchased by all of the  Underwriters  pursuant to this
Agreement.  The respective purchase obligations of the Underwriters with respect
to the Firm Stock shall be rounded among the  Underwriters  to avoid  fractional
shares, as the Representatives may determine.

     In addition,  the Selling Stockholders specified in Schedule 2 hereto grant
to the Underwriters  options to purchase up to an aggregate of 500,000 shares of
Option  Stock.  Such  options  are  granted  solely for the  purpose of covering
over-allotments  in the sale of Firm Stock and are  exercisable  as  provided in
Section 5 hereof.  Shares of Option Stock shall be purchased  severally  for the
account of each  Underwriter in proportion to the number of shares of Firm Stock
set forth opposite the name of such Underwriters in Schedule 1 hereto. The price
of both the Firm Stock and any Option Stock shall be $9.50 per share.

                                      -10-

<PAGE>

         The Selling Stockholders shall not be obligated to deliver any of the
Stock to be delivered on the First Delivery Date or the Second Delivery Date, as
the case may be, except upon payment for all the Stock to be purchased on such
Delivery Date as provided herein.

     4.  Offering  of  Stock  by the  Underwriters.  Upon  authorization  by the
Underwriters of the release of the Firm Stock, the several  Underwriters propose
to offer the Firm Stock for sale upon the terms and  conditions set forth in the
Prospectus.

     5.  Delivery of and Payment for the Stock.  Delivery of and payment for the
Firm Stock  shall be made at the office of Andrews & Kurth  L.L.P.,  600 Travis,
Suite 4200,  Houston,  Texas 77002,  at 9:00 A.M.,  Houston,  Texas time, on the
third full business day  following  the date of this  Agreement or at such other
date or place as shall be determined by agreement  between the  Representatives,
the  Selling  Stockholders  and the  Company.  This date and time are  sometimes
referred to herein as the "FIRST DELIVERY DATE." On the First Delivery Date, the
Selling  Stockholders  shall  deliver  or  cause  to be  delivered  certificates
representing  the Firm  Stock to the  Representatives  for the  account  of each
Underwriter against payment to or upon the order of the Selling  Stockholders of
the purchase price by wire transfer in immediately  available funds.  Time shall
be of the essence, and delivery at the time and place specified pursuant to this
Agreement  is  a  further  condition  of  the  obligation  of  each  Underwriter
hereunder.  Upon delivery,  the Firm Stock shall be registered in such names and
in such denominations as the  Representatives  shall request in writing not less
than two full business days prior to the First Delivery Date. For the purpose of
expediting  the checking and packaging of the  certificates  for the Firm Stock,
the  Selling  Stockholders  shall,  or  shall  cause a  custodian  to,  make the
certificates  representing  the  Firm  Stock  available  for  inspection  by the
Representatives  in New York,  New York, not later than 2:00 P.M., New York City
time, on the business day prior to the First Delivery Date.

     At any  time  on or  before  the  thirtieth  day  after  the  date  of this
Agreement,  the options  granted in Section 3 above may be  exercised by written
notice  being  given  to  the  Company  and  the  Selling  Stockholders  by  the
Representatives. Exercise of these options shall be exercised pro rata among the
Selling  Stockholders  set  forth in  Schedule  2 hereto  as  determined  by the
Representatives.  Such notice shall set forth the aggregate  number of shares of
Option Stock as to which the options are being exercised, the names in which the
shares of Option  Stock are to be  registered,  the  denominations  in which the
shares of Option Stock are to be issued and the date and time,  as determined by
the  Representatives,  when the  shares  of Option  Stock  are to be  delivered;
provided,  however,  that this date and time shall not be earlier than the First
Delivery  Date nor earlier than the second  business day after the date on which
the options  shall have been  exercised  nor later than the fifth  business  day
after the date on which the options shall have been exercised. The date and time
the  shares of Option  Stock are  delivered  are  sometimes  referred  to as the
"SECOND  DELIVERY DATE" and the First Delivery Date and the Second Delivery Date
are sometimes each referred to as a "DELIVERY DATE".

     Delivery  of and  payment  for the Option  Stock shall be made at the place
specified in the first sentence of the first  paragraph of this Section 5 (or at
such  other   place  as  shall  be   determined   by   agreement   between   the
Representatives, the Selling Stockholders and the Company) at 9:00 A.M., Dallas,
Texas time,  on the Second  Delivery  Date.  On the Second  Delivery  Date,  the
Selling  Stockholders  shall deliver or cause to be delivered  the  certificates

                                      -11-


<PAGE>

representing  the Option  Stock to the  Representatives  for the account of each
Underwriter against payment to or upon the order of the Selling  Stockholders of
the purchase price by wire transfer in immediately  available funds.  Time shall
be of the essence, and delivery at the time and place specified pursuant to this
Agreement  is  a  further  condition  of  the  obligation  of  each  Underwriter
hereunder. Upon delivery, the Option Stock shall be registered in such names and
in such  denominations  as the  Representatives  shall  request in the aforesaid
written notice.  For the purpose of expediting the checking and packaging of the
certificates  for the Option  Stock,  the  Selling  Stockholders  shall make the
certificates  representing  the Option Stock  available  for  inspection  by the
Representatives  in New York,  New York, not later than 2:00 P.M., New York City
time, on the business day prior to the Second Delivery Date.

     6. Further Agreements of the Company. The Company agrees:

          (a)  To  prepare   the   Prospectus   in  a  form   approved   by  the
     Representatives  and to file the  Prospectus  pursuant to Rule 424(b) under
     the Securities Act not later than the Commission's close of business on the
     second  business day following the execution and delivery of this Agreement
     or, if applicable,  such earlier time as may be required by Rule 430A(a)(3)
     under the Securities Act; to make no further amendment or any supplement to
     the Registration Statement or to the Prospectus except as permitted herein;
     to advise the  Representatives,  promptly after it receives notice thereof,
     of the time when any amendment to the Registration Statement has been filed
     or becomes  effective or any  supplement  to the  Prospectus or any amended
     Prospectus  has been filed and to furnish the  Representatives  with copies
     thereof; to advise the  Representatives,  promptly after it receives notice
     thereof,  of the  issuance  by the  Commission  of any stop order or of any
     order preventing or suspending the use of any Preliminary Prospectus or the
     Prospectus,  of the  suspension  of the  qualification  of  the  Stock  for
     offering or sale in any  jurisdiction,  of the initiation or threatening of
     any  proceeding  for any such purpose,  or of any request by the Commission
     for the  amending or  supplementing  of the  Registration  Statement or the
     Prospectus or for additional information; and, in the event of the issuance
     of any stop order or of any order  preventing or suspending  the use of any
     Preliminary   Prospectus  or  the   Prospectus   or  suspending   any  such
     qualification, to use promptly its best efforts to obtain its withdrawal;

          (b) To furnish promptly to each of the  Representatives and to counsel
     for the  Representatives  a signed copy of the  Registration  Statement  as
     originally filed with the Commission, and each amendment thereto filed with
     the Commission, including all consents and exhibits filed therewith;

          (c) To deliver  promptly  to the  Representatives  such  number of the
     following  documents as the Representatives  shall reasonably request:  (i)
     conformed copies of the Registration Statement as originally filed with the
     Commission  and each amendment  thereto (in each case  excluding  exhibits)
     and, (ii) each  Preliminary  Prospectus,  the Prospectus and any amended or
     supplemented  Prospectus;  and, if the delivery of a prospectus is required
     at any time after the  Effective  Time in  connection  with the offering or
     sale of the Stock or any other  securities  relating thereto and if at such
     time any events shall have occurred as a result of which the  Prospectus as
     then  amended  or  supplemented  would  include  an untrue  statement  of a
     material fact

                                      -12-


<PAGE>

     or omit  to  state  any  material  fact  necessary  in  order  to make  the
     statements therein, in the light of the circumstances under which they were
     made when such  Prospectus is  delivered,  not  misleading,  or, if for any
     other reason it shall be necessary to amend or supplement the Prospectus or
     to file under the Exchange Act any  document  incorporated  by reference in
     the  Prospectus in order to comply with the  Securities Act or the Exchange
     Act, to notify the  Representatives  and, upon their request,  to file such
     document and to prepare and furnish without charge to each  Underwriter and
     to any dealer in securities as many copies as the  Representatives may from
     time to time reasonably  request of an amended or  supplemented  Prospectus
     which will correct such statement or omission or effect such compliance;

          (d)  To  file  promptly  with  the  Commission  any  amendment  to the
     Registration   Statement  or  the  Prospectus  or  any  supplement  to  the
     Prospectus that may, in the judgment of the Company or the Representatives,
     be required by the Securities Act or requested by the Commission;

          (e)  Prior  to  filing  with  the  Commission  any  amendment  to  the
     Registration  Statement  or  supplement  to the  Prospectus,  any  document
     incorporated  by reference in the Prospectus or any prospectus  pursuant to
     Rule 424 of the Rules and  Regulations,  to  furnish a copy  thereof to the
     Representatives  and counsel for the Underwriters and obtain the consent of
     the Representatives to the filing; provided, that the foregoing restriction
     shall not preclude  the Company from (x) filing  without the consent of the
     Representatives any document required to be filed under the Exchange Act or
     (y) after the period set forth in Section 6(i) of this Agreement,  amending
     the Registration Statement or filing a prospectus;

          (f) As soon as practicable after the Effective Date, to make generally
     available  to  the  Company's  security  holders  and  to  deliver  to  the
     Representatives  an earnings  statement of the Company and its subsidiaries
     (which need not be audited)  complying with Section 11(a) of the Securities
     Act and the Rules and Regulations (including, at the option of the Company,
     Rule 158);

          (g) For a period of three  years  following  the  Effective  Date,  to
     furnish  to the  Representatives  copies  all  materials  furnished  by the
     Company to its  stockholders  and all public  reports  and all  reports and
     financial  statements  furnished by the Company to the  principal  national
     securities  exchange upon which the Common Stock may be listed  pursuant to
     requirements  of or  agreements  with such  exchange  or to the  Commission
     pursuant to the Exchange Act or any rule or  regulation  of the  Commission
     thereunder;  provided  however  that the  Company  shall not be required to
     provide the Representatives with any such reports,  registration statements
     or similar  forms that have been filed with the  Commission  by  electronic
     transmission pursuant to EDGAR;

          (h)   Promptly   from  time  to  time  to  take  such  action  as  the
     Representatives  may  reasonably  request to qualify the Stock for offering
     and  sale  under  the  securities  laws  of  such   jurisdictions   as  the
     Representatives  may  request  and to comply with such laws so as to permit
     the continuance of sales and dealings therein in such  jurisdictions for as
     long  as may be  necessary  to  complete  the  distribution  of the  Stock;
     provided that in connection

                                      -13-


<PAGE>

     therewith the  Company  shall  not be  required  to  qualify  as a  foreign
          corporation or to file a general  consent to service of process in any
          jurisdiction;

          (i) For a period of 90 days from the date of the  Prospectus:  not to,
     directly  or  indirectly,  (1) offer for sale,  sell,  pledge or  otherwise
     dispose of (or enter into any  transaction  or device which is designed to,
     or could be expected  to,  result in the  disposition  by any person at any
     time in the  future  of) any  shares of Common  Stock  (including,  without
     limitation,  shares of Common  Stock that may be deemed to be  beneficially
     owned in accordance  with the rules and  regulations  of the Securities and
     Exchange  Commission  and shares of Common  Stock  that may be issued  upon
     exercise  of any  option or  warrant)  or  securities  convertible  into or
     exchangeable  for Common  Stock  (other than the  Stock),  or sell or grant
     options,  rights or warrants  with respect to any shares of Common Stock or
     securities  convertible  into or exchangeable  for Common Stock (expect for
     issuances  of stock or  grants of  options  under  the  Company's  existing
     director compensation plan and employee stock purchase and option plans) or
     (2) enter into any swap or other derivatives  transaction that transfers to
     another,  in whole or in part,  any of the  economic  benefits  or risks of
     ownership  of such shares of Common  Stock,  whether  any such  transaction
     described in clause (1) or (2) above is to be settled by delivery of Common
     Stock or other securities,  in cash or otherwise,  in each case without the
     prior   written   consent  of  Lehman   Brothers  Inc.  on  behalf  of  the
     Underwriters;  and  (3)  unless  Lehman  Brothers  Inc.  on  behalf  of the
     Underwriters  gives its prior  written  consent,  permit  sales that may be
     restricted under  registration  rights  agreements  between the Company and
     stockholders  in which  stockholders  have  agreed  not to sell  shares  if
     requested  by  underwriters  in an  offering;  and to cause each  executive
     officer and  director  and 5%  beneficial  owner of the  Company  listed on
     Schedule  3 hereto  to  furnish  to the  Underwriters,  prior to the  First
     Delivery Date, a letter or letters,  substantially in the form of Exhibit A
     hereto,  pursuant to which each such person shall agree not to, directly or
     indirectly,  ((1) offer for sale, sell,  pledge or otherwise dispose of (or
     enter into any  transaction  or device  which is  designed  to, or could be
     expected  to,  result in the  disposition  by any person at any time in the
     future  of) any  shares of Common  Stock  (including,  without  limitation,
     shares of Common  Stock  that may be  deemed  to be  beneficially  owned in
     accordance  with the rules and  regulations  of the Securities and Exchange
     Commission  and shares of Common Stock that may be issued upon  exercise of
     any option or warrant) or securities  convertible  into or exchangeable for
     Common  Stock  (other than the Stock),  or (2) enter into any swap or other
     derivatives transaction that transfers to another, in whole or in part, any
     of the  economic  benefits or risks of  ownership  of such shares of Common
     Stock, whether any such transaction described in clause (1) or (2) above is
     to be settled by delivery of Common Stock or other  securities,  in cash or
     otherwise,  in each  case  without  the  prior  written  consent  of Lehman
     Brothers Inc. on behalf of the Underwriters;  provided  however,  that such
     executive  officer,  director or 5% beneficial  owner listed on Schedule II
     hereof may make bona fide gifts to persons or entities who agree in writing
     with  the  Underwriters  to be  bound  by  the  provisions  of  the  letter
     substantially in the form of Exhibit A hereto furnished to the Underwriters
     and provided further that certain officers and directors approved by Lehman
     Brothers  Inc. may sell or otherwise  transfer up to an aggregate of 60,000
     Shares;

                                      -14-


<PAGE>

          (j) Prior to the Effective  Date, to apply,  to the extent  necessary,
     for the listing of the Stock on the New York Stock  Exchange and to use its
     best efforts to complete that listing,  subject only to official  notice of
     issuance, prior to the First Delivery Date;

          (k) To take such steps as shall be  necessary  to ensure that  neither
     the Company nor any subsidiary shall become an "investment  company" within
     the meaning of such term under the  Investment  Company Act of 1940 and the
     rules and regulations of the Commission thereunder; and

          (l) To not directly or indirectly take any action designed to or which
     has  constituted  or which might  reasonably be expected to cause or result
     in, under the Exchange Act or otherwise,  stabilization  or manipulation of
     the price of any security of the Company to  facilitate  the sale or resale
     of the Stock.

     7.  Further   Agreements   of  the  Selling   Stockholders.   Each  Selling
Stockholder, severally and not jointly, agrees:

          (a) For a period of 90 days from the date of the Prospectus not to (1)
     offer for sale,  sell,  pledge or  otherwise  dispose of (or enter into any
     transaction or device which is designed to, or could be expected to, result
     in the  disposition  by any person at any time in the future of) any shares
     of Common Stock or securities  convertible  into or exchangeable for Common
     Stock  (other  than  the  Stock)  or (2)  enter  into  any  swap  or  other
     derivatives transaction that transfers to another, in whole or in part, any
     of the  economic  benefits or risks of  ownership  of such shares of Common
     Stock, whether any such transaction described in clause (1) or (2) above is
     to be settled by delivery of Common Stock or other  securities,  in cash or
     otherwise,  without the prior  written  consent of Lehman  Brothers Inc. on
     behalf of the Underwriters;

          (b) That the Stock to be sold by the Selling Stockholder  hereunder is
     subject  to  the  interest  of  the  Underwriters  and  the  other  Selling
     Stockholders  hereunder,  and  that the  Selling  Stockholders  shall  not,
     directly or indirectly,  take any action that may terminate its obligations
     hereunder (other than the termination of this Agreement); and

          (c) To  deliver  to  the  Representatives  on or  prior  to the  First
     Delivery Date or the Second  Delivery  Date, as the case may be, a properly
     completed and executed United States Treasury Department Form W-9.

     8.  Expenses.  The  Company  agrees  to pay (a) the costs  incident  to the
authorization, issuance, sale and delivery of the Stock and any taxes payable in
that connection; (b) the costs incident to the preparation,  printing and filing
under the  Securities Act of the  Registration  Statement and any amendments and
exhibits  thereto;  (c) the costs of distributing the Registration  Statement as
originally filed and each amendment  thereto and any  post-effective  amendments
thereof (including,  in each case, exhibits),  any Preliminary  Prospectus,  the
Prospectus and any amendment or supplement to the Prospectus, all as provided in
this Agreement;  (d) the costs of producing and distributing  this Agreement and
any other related documents in connection with the offering,  purchase, sale and
delivery of the Stock;  (e) the filing fees  incident to securing  any  required
review by the NASD of the terms of sale of the Stock; (f) any applicable listing
or other

                                      -15-


<PAGE>

fees;  (g) all other  costs and  expenses  incident  to the  performance  of the
obligations  of the Company and the Selling  Stockholders  under this  Agreement
except that the discount to the Underwriters for the purchase of the Stock shall
be borne by the Selling Stockholders;  provided that, except as provided in this
Section 8 and in Section 13 below the Underwriters shall pay their own costs and
expenses,  including the costs and expenses of their counsel, any transfer taxes
on the Stock which they may sell and the expenses of advertising any offering of
the Stock made by the  Underwriters,  and, as between the  Underwriters  and the
Selling  Stockholders only, each of the Selling  Stockholders shall pay the fees
and   expenses  of  his  or  its   counsel,   any   custodian   (and  any  other
attorney-in-fact),  and any transfer taxes payable in connection with his or its
respective sales of Stock to the Underwriters;  and provided  further,  that the
provisions of this Section 8 shall not affect any agreement that the Company and
any Selling Stockholder may have entered into, or may hereafter enter into, with
respect  to the  sharing  or  reimbursement  of any of the  foregoing  costs and
expenses.

     9. Conditions of Underwriters'  Obligations.  The respective obligations of
the  Underwriters  hereunder are subject to the accuracy,  when made and on each
Delivery  Date,  of the  representations  and  warranties of the Company and the
Selling Stockholders contained herein, to the performance by the Company and the
Selling Stockholders of their respective obligations  hereunder,  and to each of
the following additional terms and conditions:

          (a) The Prospectus shall have been timely filed with the Commission in
     accordance  with  Section  6(a)  above;   no  stop  order   suspending  the
     effectiveness of the Registration  Statement or any part thereof shall have
     been issued and no proceeding for that purpose shall have been initiated or
     threatened  by the  Commission;  and  any  request  of the  Commission  for
     inclusion of additional  information in the  Registration  Statement or the
     Prospectus or otherwise shall have been complied with.

          (b) No Underwriter  shall have discovered and disclosed to the Company
     on or prior to such  Delivery Date that the  Registration  Statement or the
     Prospectus  or any  amendment  or  supplement  thereto  contains  an untrue
     statement  of a fact  which,  in the  opinion  of  Andrews & Kurth  L.L.P.,
     counsel for the  Underwriters,  is material or omits to state a fact which,
     in the opinion of such  counsel,  is material  and is required to be stated
     therein or is necessary to make the statements therein not misleading.

          (c) All corporate  proceedings and other legal matters incident to the
     authorization,  form  and  validity  of  this  Agreement,  the  Stock,  the
     Registration  Statement  and the  Prospectus,  and all other legal  matters
     relating to this Agreement and the transactions  contemplated  hereby shall
     be  reasonably  satisfactory  in all  material  respects to counsel for the
     Underwriters,  and the  Company  and the  Selling  Stockholders  shall have
     furnished  to such  counsel all  documents  and  information  that they may
     reasonably request to enable them to pass upon such matters.

          (d) Jenkens and  Gilchrist,  A  Professional  Corporation,  shall have
     furnished to the  Representatives on behalf of the Underwriters its written
     opinion, as counsel to the Company, addressed to the Underwriters and dated
     such Delivery Date, in form and substance  reasonably  satisfactory  to the
     Representatives, to the effect that:

                                      -16-


<PAGE>

               (i) The  Company  and each of its  subsidiaries  have  been  duly
          incorporated  and are  validly  existing  as  corporations  or limited
          liability  companies,  as the case may be, in good standing  under the
          laws of their respective  jurisdictions of incorporation or formation,
          are duly  qualified to do business and are in good standing as foreign
          corporations or limited  liability  companies in each  jurisdiction in
          which their  respective  ownership or lease of property or the conduct
          of their respective  businesses  requires such  qualification,  (other
          than  where the  failure to so  qualify  or be in good  standing  as a
          foreign  corporation  would not have a material  adverse effect on the
          consolidated  financial  position,  stockholders'  equity,  results of
          operation or business of the Company and its subsidiaries,  taken as a
          whole),  and have all power  and  authority  necessary  to own or hold
          their  respective  properties and conduct the businesses  described in
          the Propsectus;

               (ii) The Company has an authorized capitalization as set forth in
          the  Prospectus,  and all of the issued shares of capital stock of the
          Company have been duly and validly  authorized  and issued,  are fully
          paid  and  non-assessable  and  conform  to  the  description  thereof
          contained in the  Prospectus;  and all of the issued shares of capital
          stock (or the  equivalent) of each subsidiary of the Company have been
          duly  and   validly   authorized   and  issued  and  are  fully  paid,
          non-assessable  and (except for any directors'  qualifying shares) are
          owned  directly or  indirectly  by the Company,  free and clear of all
          liens, encumbrances, equities or claims;

               (iii) The shares of the Stock being  delivered  on such  Delivery
          Date  to  the  Underwriters  hereunder  have  been  duly  and  validly
          authorized and validly issued and are fully paid and non-assessable;

               (iv)  Except  as  described  in  the  Prospectus,  there  are  no
          preemptive  or other rights to subscribe  for or to purchase,  nor any
          restriction  upon the voting or transfer  of, any shares of the Common
          Stock  (including  the Stock)  pursuant  to the  Company's  charter or
          by-laws or any  agreement or other  instrument  filed as an exhibit to
          one of the Company's periodic reports under the Exchange Act;

               (v) To the best of such counsel's  knowledge,  there are no legal
          or governmental proceedings pending to which the Company or any of its
          subsidiaries  is a party or of which  any  property  or  assets of the
          Company or any of its subsidiaries is the subject which, if determined
          adversely  to the  Company  or any of its  subsidiaries,  might have a
          material  adverse  effect  on  the  consolidated  financial  position,
          stockholders' equity, results of operations,  business or prospects of
          the Company and its  subsidiaries,  taken as a whole; and, to the best
          of such counsel's  knowledge,  no such  proceedings  are threatened or
          contemplated by governmental authorities or threatened by others;

               (vi) The Registration  Statement was declared effective under the
          Securities  Act as of the date and time  specified  in such  counsel's
          opinion,  the Prospectus was filed with the Commission pursuant to the
          subparagraph of Rule

                                      -17-

<PAGE>

          424(b) of the Rules and  Regulations  specified in such opinion on the
          date specified  therein and no stop order suspending the effectiveness
          of the Registration Statement has been issued and, to the knowledge of
          such counsel,  no proceeding for that purpose is pending or threatened
          by the Commission;

               (vii)  The  Registration  Statement  and the  Prospectus  and any
          further amendments or supplements thereto made by the Company prior to
          each Delivery Date (except for the financial  statements and financial
          schedules and other  financial and related  statistical  data included
          therein, as to which such counsel need express no belief) comply as to
          form in all material  respects with the requirements of the Securities
          Act and the Rules and Regulations,  and the documents  incorporated by
          reference in the Prospectus  when they where filed with the Commission
          (except for the financial statements and financial schedules and other
          financial and related  statistical data included therein,  as to which
          such  counsel  need  express  no  belief)  complied  as to form in all
          material  respects with the  requirements  of the Exchange Act and the
          Rules and Regulations;

               (viii)  The  statements  contained  in the  Prospectus  under the
          heading  "Description  of Capital  Stock"  insofar as such  statements
          refer  to  statements  of law,  descriptions  of  statutes,  rules  or
          regulations or legal  conclusions,  are accurate and fair summaries of
          such statements of law, descriptions of statutes, rules or regulations
          or legal conclusions;

               (ix) To such counsel's knowledge, there are no contracts or other
          documents  which are  required to be described  in the  Prospectus  or
          filed as exhibits to the Registration  Statement by the Securities Act
          or by the Rules and Regulations which have not been described or filed
          as exhibits to the Registration  Statement or incorporated  therein by
          reference as permitted by the Rules and Regulations;

               (x)  This  Agreement  has  been  duly  authorized,  executed  and
          delivered by the Company;

               (xi) The  compliance by the Company with all of the provisions of
          this Agreement and the consummation of the  transactions  contemplated
          hereby will not  conflict  with or result in a breach or  violation of
          any of the terms or provisions of, or constitute a default under,  any
          indenture,  mortgage, deed of trust, loan agreement or other agreement
          or instrument known to such counsel to which the Company or any of its
          subsidiaries  is a  party  or by  which  the  Company  or  any  of its
          subsidiaries  is bound or to which  any of the  material  property  or
          assets of the Company or any of its subsidiaries is subject,  nor will
          such actions  result in any violation of the provisions of the charter
          or by-laws of the Company or any of its subsidiaries or any statute or
          any order,  rule or  regulation  known to such counsel of any court or
          governmental  agency or body having  jurisdiction  over the Company or
          any of its  subsidiaries  or any of their  properties or assets;  and,
          except for the  registration of the Stock under the Securities Act and
          such   consents,   approvals,    authorizations,    registrations   or
          qualifications   as  may  be  required  under

                                      -18-


<PAGE>

          the Exchange Act and applicable  state  securities  laws in connection
          with the purchase and  distribution of the Stock by the  Underwriters,
          no  consent,  approval,  authorization  or  order  of,  or  filing  or
          registration  with, any such court or  governmental  agency or body is
          required for the execution, delivery and performance of this Agreement
          by the Company and the consummation of the  transactions  contemplated
          hereby and thereby;

          (xii) To such counsel's knowledge,  except as described or included in
          the Prospectus,  there are no contracts,  agreements or understandings
          between  the  Company  and any person  granting  such person the right
          (other than rights which have been waived or satisfied) to require the
          Company to file a registration statement under the Securities Act with
          respect to any  securities of the Company owned or to be owned by such
          person or to require the  Company to include  such  securities  in the
          securities registered pursuant to the Registration Statement or in any
          securities  being  registered   pursuant  to  any  other  registration
          statement filed by the Company under the Securities Act;

          (xiii)  Neither  the  Company  nor any  subsidiary  is an  "investment
          company" as defined in the Investment Company Act of 1940, as amended.

     In rendering such opinion, such counsel may state that (x) their opinion is
limited to matters governed by the Federal laws of the United States of America,
the laws of the State of Texas and the General  Corporation  Law of the State of
Delaware,  and that such  counsel is not admitted in Delaware and (y) insofar as
the foregoing  opinions  relate to the valid  existence and good standing of the
Company  and  its  subsidiaries,  they  are  based  solely  on  certificates  of
authorities in the states of organization  of the Company and such  subsidiaries
that  such  counsel  received  in  response  to  such  counsel's   requests  for
confirmation  of the  existence  and  good  standing  of the  Company  and  such
subsidiaries in such states, copies of which certificates have been furnished to
you,  and, in rendering  the opinion set forth in opinion (i) above with respect
to the  qualification  and the good  standing  as a foreign  corporation  of the
Company and such  subsidiaries,  such counsel has relied solely on  certificates
such counsel  received from the states  necessary to give such opinion that such
counsel received in response to such counsel's requests for confirmation of such
qualification  and good  standing,  as the case may be, of the  Company and such
subsidiaries in such states, copies of which certificates have been furnished to
you.

     Such counsel  shall also have  furnished to the  Representatives  a written
statement,  addressed to the  Underwriters and dated such Delivery Date, in form
and substance reasonably satisfactory to the Representatives, to the effect that
(x) such  counsel  has acted as counsel to the  Company in  connection  with the
preparation of the  Registration  Statement and (y) based on the  foregoing,  no
facts have come to the attention of such counsel which lead them to believe that
the  Registration  Statement  (except for the financial  statements  and related
schedules and other financial data, and reserve information included therein, as
to which  such  counsel  need  express  no  belief)  as of the  Effective  Date,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein not misleading, or that the Prospectus (except as stated above) contains
any  untrue  statement  of a  material  fact or omits to state a  material  fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances under which they were made, not

                                      -19-


<PAGE>

misleading.  The foregoing opinion and statement may be qualified by a statement
to the effect  that such  counsel  does not assume  any  responsibility  for the
accuracy,   completeness  or  fairness  of  the  statements   contained  in  the
Registration Statement or the Prospectus,  except for the statements made in the
Prospectus  under the caption  "Description  of Capital  Stock"  insofar as such
statements relate to the Stock and concern legal matters.

          (e) Counsel for the Selling  Stockholders  shall have furnished to the
     Representatives  on behalf of the  Underwriters  its  written  opinion,  as
     counsel  to the  Selling  Stockholders  for whom it is acting  as  counsel,
     addressed to the  Underwriters  and dated the First  Delivery Date, in form
     and substance reasonably satisfactory to the Representatives, to the effect
     that:

               (i) The Selling  Stockholder has the  partnership  power to enter
          into this  Agreement and to perform its  obligations  thereunder,  the
          execution,  delivery and  performance of this Agreement have been duly
          authorized  by  all  necessary   partnership  action  of  the  Selling
          Stockholder;

               (ii) The  execution  and delivery by the Selling  Stockholder  of
          this Agreement and the performance of its  obligations  thereunder (a)
          do not require any consent, approval,  authorization,  registration or
          qualification  of or with any  governmental  authority  of the  United
          States of  America  or the State of New  York,  except  such as may be
          required under the Securities Act of 1933 and the Securities  Exchange
          Act of 1934 (but we express no  opinion as to any  consent,  approval,
          authorization,  registration  or  qualification  that may be  required
          under  state  securities  or Blue Sky  laws),  (b) do not  result in a
          breach  or  violation  of any of  the  terms  and  provisions  of,  or
          constitute a default under,  any of the  constituent  documents of the
          Selling  Stockholder  and (c) do not violate the terms of any New York
          State or United  States  federal  law or  regulation  of the  Delaware
          Partnership  Act (but we  express no  opinion  with  respect to United
          States  federal  securities  laws or any state  securities or Blue Sky
          laws).


               (iii)  Assuming  each  Underwriter  acquires  its interest in the
          Stock  to be  sold by the  Selling  Stockholder  to  such  Underwriter
          without notice of any adverse claim (within the meaning of the Uniform
          Commercial Code as in effect in the State of New York (the "UCC")) and
          such  Underwriter  has paid the purchase  price for such Stock and has
          had such Stock credited to the securities  account of such Underwriter
          maintained with The Depository  Trust Company,  then such  Underwriter
          will have a securities entitlement (as defined in Section 8-102(a)(17)
          of the UCC) to such Stock purchased by such  Underwriter and no action
          based on an adverse  claim to such Stock  credited to such  securities
          account, whether framed in conversion,  replevin,  constructive trust,
          equitable  lien  or  other  theory,   may  be  asserted  against  such
          Underwriter.

     In  rendering  such  opinion,  such  counsel  may (x) limit the  opinion in
section  9(e)(ii) above to those  documents  received by counsel set forth in an
exhibit to the opinion (which constituent  documents shall be certified as true,
complete and correct copies by the Selling Stockholders or their affiliates) and
(y) state that its opinion is limited to matters governed by the

                                      -20-


<PAGE>

Federal  laws of the United  States of America  and the laws of the State of New
York,  the Delaware  Revised  Uniform  Limited  Partnership  Act and the General
Corporation Law of Delaware and that such counsel is not admitted in Delaware.

          (f) The  Representatives  shall  have  received  from  Andrews & Kurth
     L.L.P., counsel for the Underwriters,  such opinion or opinions, dated such
     Delivery  Date,  with respect to the  issuance  and sale of the Stock,  the
     Registration  Statement,  the Prospectus  and other related  matters as the
     Representatives  may  reasonably  require,   and  the  Company  shall  have
     furnished to such counsel such documents as they reasonably request for the
     purpose of enabling them to pass upon such matters.

          (g) At the time of execution of this Agreement, the Underwriters shall
     have  received a letter from  Deloitte & Touche LLP, in form and  substance
     satisfactory  to the  Representatives,  addressed to the  Underwriters  and
     dated the date  hereof  (i)  confirming  that they are  independent  public
     accountants  within the meaning of the Securities Act and are in compliance
     with  the  applicable   requirements   relating  to  the  qualification  of
     accountants  under  Rule 2-01 of  Regulation  S-X of the  Commission,  (ii)
     stating,  as of the date  hereof  (or,  with  respect to matters  involving
     changes or  developments  since the respective  dates as of which specified
     financial  information  is given in the  Prospectus,  as of a date not more
     than five days prior to the date hereof),  the  conclusions and findings of
     such firm with  respect  to the  financial  information  and other  matters
     ordinarily  covered by  accountants'  "COMFORT  LETTERS" to underwriters in
     connection with registered public offerings.

          (h) With respect to the letter of Deloitte & Touche LLP referred to in
     the preceding paragraph and delivered to the Representatives,  on behalf of
     the  Underwriters,  concurrently  with the execution of this Agreement (the
     "INITIAL LETTER"),  the Company shall have furnished to the Representatives
     a letter (the "BRING-DOWN LETTER"), addressed to the Underwriters and dated
     such  Delivery  Date  (i)  confirming  that  they  are  independent  public
     accountants  within the meaning of the Securities Act and are in compliance
     with  the  applicable   requirements   relating  to  the  qualification  of
     accountants  under  Rule 2-01 of  Regulation  S-X of the  Commission,  (ii)
     stating,  as of the date of the  bring-down  letter  (or,  with  respect to
     matters involving changes or developments  since the respective dates as of
     which specified financial  information is given in the Prospectus,  as of a
     date not more than five days prior to the date of the  bring-down  letter),
     the  conclusions  and findings of such firm with  respect to the  financial
     information  and other  matters  covered  by the  initial  letter and (iii)
     confirming in all material  respects the conclusions and findings set forth
     in the initial letter.

          (i) At each of the time of the execution of this  Agreement and at the
     Delivery Date, the Company shall have  furnished to the  Representatives  a
     letter from  DeGolyer and  MacNaughton  addressed to the  Underwriters  and
     dated  the  date  hereof  and  dated  the  date  of  such  Delivery   Date,
     respectively,  confirming that they are or were independent  engineers with
     respect to the  Company and  stating,  as of the date of such  letter,  the
     conclusions  and findings of such firm with respect to the  information and
     other  matters  covered by their letter  delivered  to the  Representatives
     concurrently  with the execution of

                                      -21-


<PAGE>

     this Agreement and confirming in all material  respects the conclusions and
     findings set forth in such prior letter.

          (j) The Company shall have furnished to the Representatives, addressed
     to the Underwriters, a certificate,  dated such Delivery Date, of its chief
     executive officer and its chief financial officer stating that:

               (i) The representations, warranties and agreements of the Company
          in Section 1 hereof are true and correct as of such Delivery Date; the
          Company has complied with all its agreements contained herein; and the
          conditions  set  forth in  Sections  9(a) and 9(l)  hereof  have  been
          fulfilled; and

               (ii) They have carefully examined the Registration  Statement and
          the Prospectus and, in their opinion (A) as of the Effective Date, the
          Registration  Statement  and  Prospectus  did not  include  any untrue
          statement of a material fact and did not omit to state a material fact
          required  to be stated  therein or  necessary  to make the  statements
          therein not misleading,  and (B) since the Effective Date no event has
          occurred which should have been set forth in a supplement or amendment
          to the Registration Statement or the Prospectus.

          (k)  Each  Selling  Stockholder  (or  any  custodian  or one  or  more
     attorneys-in-fact  on  behalf  of  each  Selling  Stockholder)  shall  have
     furnished to the  Representatives on the First Delivery Date a certificate,
     dated the First  Delivery  Date,  signed by, or on behalf  of, the  Selling
     Stockholder  (or any  custodian or one or more  attorneys-in-fact)  stating
     that  the  representations,   warranties  and  agreements  of  the  Selling
     Stockholder  contained herein are true and correct in all material respects
     as of the First Delivery Date and that the Selling Stockholder has complied
     with  all  agreements  contained  herein  to be  performed  by the  Selling
     Stockholder at or prior to the First Delivery Date.

          (l) (i) Neither the  Company  nor any of its  subsidiaries  shall have
     sustained  since  the  date  of the  latest  audited  financial  statements
     included in the Prospectus any loss or interference  with its business from
     fire,  explosion,  flood or  other  calamity,  whether  or not  covered  by
     insurance, or from any labor dispute or court or governmental action, order
     or decree, otherwise than as set forth or contemplated in the Prospectus or
     (ii) since such date  there  shall not have been any change in the  capital
     stock or long-term  debt of the Company or any of its  subsidiaries  or any
     change, or any development  involving a prospective change, in or affecting
     the general affairs, management,  financial position, stockholders' equity,
     prospects  or results of  operations  of the Company and its  subsidiaries,
     otherwise than as set forth or contemplated  in the Prospectus,  the effect
     of which,  in any such case  described  in clause  (i) or (ii),  is, in the
     judgment  of the  Representatives,  so  material  and adverse as to make it
     impracticable  or  inadvisable  to proceed with the public  offering or the
     delivery of the Stock being  delivered on such  Delivery  Date on the terms
     and in the manner contemplated in the Prospectus.

          (m) Subsequent to the execution and delivery of this  Agreement  there
     shall not have  occurred any of the  following:  (i) trading in  securities
     generally on the New York Stock  Exchange or the American Stock Exchange or
     in the over-the-counter market, or

                                      -22-


<PAGE>

     trading  in  any  securities  of the  Company  on  any  exchange  or in the
     over-the-counter  market, shall have been suspended or minimum prices shall
     have  been  established  on  any  such  exchange  or  such  market  by  the
     Commission,   by  such  exchange  or  by  any  other   regulatory  body  or
     governmental authority having jurisdiction, (ii) a banking moratorium shall
     have been declared by Federal or state authorities, (iii) the United States
     shall  have  become  engaged  in  hostilities,  there  shall  have  been an
     escalation in  hostilities  involving the United States or there shall have
     been a declaration  of a national  emergency or war by the United States or
     (iv) there shall have  occurred such a material  adverse  change in general
     economic, political or financial conditions (or the effect of international
     conditions on the financial  markets in the United States shall be such) as
     to make it, in the  judgment  of a  majority  in  interest  of the  several
     Underwriters,  impracticable  or  inadvisable  to  proceed  with the public
     offering or delivery of the Stock being  delivered on such Delivery Date on
     the terms and in the manner contemplated in the Prospectus.

          (n) To the extent  required,  the New York Stock  Exchange  shall have
     approved  the  Stock  for  listing,  subject  only to  official  notice  of
     issuance.

     All  opinions,  letters,  evidence  and  certificates  mentioned  above  or
elsewhere  in this  Agreement  shall  be  deemed  to be in  compliance  with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.

     10. Indemnification and Contribution.

          (a) The Company shall  indemnify  and hold harmless each  Underwriter,
     its  officers  and  employees  and each  person,  if any,  who controls any
     Underwriter  within the meaning of the Securities Act, from and against any
     loss,  claim,  damage or  liability,  joint or  several,  or any  action in
     respect thereof  (including,  but not limited to, any loss, claim,  damage,
     liability  or action  relating to purchases  and sales of Stock),  to which
     that  Underwriter,  officer,  employee  or  controlling  person  may become
     subject,  under the  Securities  Act or  otherwise,  insofar  as such loss,
     claim, damage, liability or action arises out of, or is based upon, (i) any
     untrue  statement or alleged untrue  statement of a material fact contained
     in (A)  any  Preliminary  Prospectus,  the  Registration  Statement  or the
     Prospectus  or in  any  amendment  or  supplement  thereto  or  (B)  in any
     materials or information provided to investors by, or with the approval of,
     the Company in  connection  with the marketing of the offering of the Stock
     ("MARKETING  MATERIALS"),  including any roadshow or investor presentations
     made to  investors  by the Company  (whether in person or  electronically);
     (ii)  the  omission  or  alleged  omission  to  state  in  any  Preliminary
     Prospectus,  the  Registration  Statement  or  the  Prospectus,  or in  any
     amendment or supplement thereto, or in any Marketing Materials any material
     fact  required to be stated  therein or  necessary  to make the  statements
     therein not  misleading;  or (iii) any act or failure to act or any alleged
     act or failure to act by any Underwriter in connection with, or relating in
     any manner to, the Stock or the offering  contemplated hereby, and which is
     included as part of or referred to in any loss, claim, damage, liability or
     action  arising out of or based upon matters  covered by clause (i) or (ii)
     above  (provided  that the  Company  shall not be liable  under this clause
     (iii) to the extent that it is determined in a final judgment by a court of
     competent  jurisdiction that such loss, claim, damage,  liability or action
     resulted  directly  from any such acts or  failures  to act  undertaken  or
     omitted to be

                                      -23-



<PAGE>

     taken  by  such  Underwriter   through  its  gross  negligence  or  willful
     misconduct),  and shall  reimburse each  Underwriter and each such officer,
     employee or controlling  person promptly upon demand for any legal or other
     expenses  reasonably  incurred by that  Underwriter,  officer,  employee or
     controlling  person  in  connection  with  investigating  or  defending  or
     preparing  to defend  against any such loss,  claim,  damage,  liability or
     action as such expenses are incurred;  provided,  however, that the Company
     shall  not be liable in any such  case to the  extent  that any such  loss,
     claim,  damage,  liability or action  arises out of, or is based upon,  any
     untrue  statement  or  alleged  untrue  statement  or  omission  or alleged
     omission made in any Preliminary Prospectus,  the Registration Statement or
     the  Prospectus,  or in any such amendment or supplement,  in reliance upon
     and in conformity  with written  information  concerning  such  Underwriter
     furnished to the Company through the Representatives by or on behalf of any
     Underwriter  specifically  for inclusion  therein which consists  solely of
     information  set forth in  Section  10(f)  hereof;  and  provided  further,
     however that the Company shall not be liable to any Underwriter in any such
     case with respect to any untrue  statement or alleged  untrue  statement or
     omission  or  alleged  omission  of a  material  fact  in  the  Preliminary
     Prospectus to the extent that the loss, claim,  damage or liability of such
     Underwriter (or the action in respect thereof) arises out of a sale by such
     Underwriter of Stock to a person who was not sent or given,  at or prior to
     the closing of such sale to such person,  a copy of the  Prospectus as then
     amended or supplemented,  if the Company had previously  furnished (or made
     available) copies thereof to such Underwriter and the statement or omission
     in question contained in the Preliminary  Prospectus was corrected therein.
     The foregoing indemnity agreement is in addition to any liability which the
     Company may otherwise have to any  Underwriter or to any officer,  employee
     or controlling person of that Underwriter.

          (b)  Each  Selling  Stockholders,  severally  and not  jointly,  shall
     indemnify and hold harmless each  Underwriter,  its officers and employees,
     and each person, if any, who controls any Underwriter within the meaning of
     the Securities Act, from and against any loss, claim,  damage or liability,
     joint or  several,  or any action in respect  thereof  (including,  but not
     limited  to, any loss,  claim,  damage,  liability  or action  relating  to
     purchases and sales of Stock), to which that Underwriter, officer, employee
     or  controlling  person may become  subject,  under the  Securities  Act or
     otherwise,  insofar as such loss, claim, damage, liability or action arises
     out of, or is based  upon,  (1) any  untrue  statement  or  alleged  untrue
     statement of a material fact contained in any Preliminary  Prospectus,  the
     Registration  Statement or the Prospectus or in any amendment or supplement
     thereto or (2) the omission or alleged omission to state in any Preliminary
     Prospectus,  Registration Statement or the Prospectus,  or in any amendment
     or supplement  thereto,  any material fact required to be stated therein or
     necessary to make the  statements  therein not  misleading,  in the case of
     subparagraphs  (1) and (2) of this  Section to the extent,  but only to the
     extent,  that such untrue statement or alleged untrue statement or omission
     or alleged omission was made in reliance upon or in conformity with written
     information  furnished to the Company or such  Underwriter  by such Selling
     Stockholder directly or through such Selling Stockholder's representatives,
     specifically for use in the preparation  thereof;  and shall reimburse each
     Underwriter,  its officers and employees and each such  controlling  person
     for any legal or other expenses  reasonably  incurred by that  Underwriter,
     its  officers  and  employees  or  controlling  person in  connection  with
     investigating  or defending  or preparing to defend  against any such loss,
     claim, damage, liability or action as such expenses are incurred; provided,
     however, that the Selling Stockholders shall not be liable in any such case
     to the extent that any such loss, claim, damage,

                                      -24-



<PAGE>

     liability or action arises out of, or is based upon,  any untrue  statement
     or alleged  untrue  statement or omission or alleged  omission  made in any
     Preliminary Prospectus,  the Registration Statement or the Prospectus or in
     any such  amendment or supplement  in reliance upon and in conformity  with
     written  information  concerning such Underwriter  furnished to the Company
     through the Representatives by or on behalf of any Underwriter specifically
     for inclusion therein which consists solely of the information specified in
     Section  10(f)  hereof  and  provided,  further,  that with  respect to any
     Preliminary  Prospectus,  the foregoing indemnity agreement shall not inure
     to the benefit of any Underwriter  from whom the person asserting any loss,
     claim,  damage,  liability  or  expense  purchased  Stock,  or  any  person
     controlling  such  Underwriter,  if copies of the  Prospectus  were  timely
     delivered to the  Underwriter  pursuant to this Agreement and a copy of the
     Prospectus  (as then  amended or  supplemented  if the  Company  shall have
     furnished any amendments or  supplements  thereto) was not sent or given by
     or on behalf of such  Underwriter to such person,  if required by law so to
     have been delivered and if the  Prospectus (as so amended or  supplemented)
     would have  cured the  defect  giving  rise to such  loss,  claim,  damage,
     liability or expense. However, in no event shall the Selling Stockholder be
     liable under the  provisions of this Section 10 for any amount in excess of
     the total proceeds  received by such Selling  Stockholder  from the sale of
     the Stock by such Selling  Stockholder  (after deducting  commissions,  but
     before  taxes and any  other  expenses)  pursuant  to this  Agreement.  The
     foregoing  indemnity  agreement is in addition to any  liability  which the
     Selling  Stockholders may otherwise have to any Underwriter or any officer,
     employee or controlling person of that Underwriter.

          (c) Each Underwriter,  severally and not jointly,  shall indemnify and
     hold  harmless  the  Company,  its  officers  and  employees,  each  of its
     directors,  and each person,  if any,  who controls the Company  within the
     meaning  of the  Securities  Act,  and  each  Selling  Stockholder  and its
     officers and employees,  each of its directors, and each person if any, who
     controls the Selling  Stockholder  within the meaning of the Securities Act
     from and against any loss, claim, damage or liability, joint or several, or
     any action in respect  thereof,  to which the Company or any such director,
     officer or controlling person may become subject,  under the Securities Act
     or  otherwise,  insofar as such loss,  claim,  damage,  liability or action
     arises out of, or is based upon, (i) any untrue statement or alleged untrue
     statement of a material fact contained in any Preliminary  Prospectus,  the
     Registration  Statement or the Prospectus or in any amendment or supplement
     thereto  or  (ii)  the  omission  or  alleged  omission  to  state  in  any
     Preliminary Prospectus, the Registration Statement or the Prospectus, or in
     any amendment or  supplement  thereto,  or in any  Marketing  Materials any
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements therein not misleading, but in each case only to the extent that
     the untrue  statement  or alleged  untrue  statement or omission or alleged
     omission  was  made  in  reliance  upon  and  in  conformity  with  written
     information  concerning such  Underwriter  furnished to the Company through
     the  Representatives  by or on behalf of that Underwriter  specifically for
     inclusion   therein,   and  shall  reimburse  the  Company,   such  Selling
     Stockholder  and any such director,  officer or  controlling  person of the
     Company  or the  Selling  Stockholder  for  any  legal  or  other  expenses
     reasonably  incurred by the Company,  such Selling  Stockholder or any such
     director,  officer or  controlling  person of

                                      -25-



<PAGE>

     the Company or the Selling  Stockholder in connection with investigating or
     defending  or  preparing to defend  against any such loss,  claim,  damage,
     liability or action as such expenses are incurred.  The foregoing indemnity
     agreement  is in  addition  to any  liability  which  any  Underwriter  may
     otherwise  have  to the  Company,  such  Selling  Stockholder  or any  such
     director,  officer,  employee or  controlling  person of the Company or the
     Selling Stockholder.

          (d) Promptly after receipt by an indemnified  party under this Section
     10 of  notice  of  any  claim  or  the  commencement  of  any  action,  the
     indemnified  party  shall,  if a claim  in  respect  thereof  is to be made
     against  the   indemnifying   party  under  this  Section  10,  notify  the
     indemnifying  party in  writing  of the claim or the  commencement  of that
     action;  provided,  however,  that the  failure to notify the  indemnifying
     party shall not relieve it from any liability  which it may have under this
     Section 10 except to the extent it has been  materially  prejudiced by such
     failure; and, provided further, that the failure to notify the indemnifying
     party  shall  not  relieve  it from any  liability  which it may have to an
     indemnified  party  otherwise than under this Section 10. If any such claim
     or action  shall be brought  against  an  indemnified  party,  and it shall
     notify the  indemnifying  party thereof,  the  indemnifying  party shall be
     entitled to participate therein and, to the extent that it wishes,  jointly
     with any other similarly notified indemnifying party, to assume the defense
     thereof with counsel  reasonably  satisfactory  to the  indemnified  party.
     After notice from the  indemnifying  party to the indemnified  party of its
     election  to assume the defense of such claim or action,  the  indemnifying
     party shall not be liable to the  indemnified  party under this  Section 10
     for any legal or other expenses  subsequently  incurred by the  indemnified
     party in connection with the defense thereof other than reasonable costs of
     investigation;  provided,  however,  that the  Underwriters  shall have the
     right to employ  counsel to represent  jointly the  Underwriters  and those
     other Underwriters and their respective officers, employees and controlling
     persons who may be subject to liability arising out of any claim in respect
     of which indemnity may be sought by the Underwriters against the Company or
     any  Selling  Stockholder  under  this  Section  10 if,  in the  reasonable
     judgment  of  the  Underwriters,  it is  advisable  for  the  Underwriters,
     officers,  employees and controlling  persons to be jointly  represented by
     separate counsel,  and in that event the fees and expenses of such separate
     counsel  shall  be  paid  by  the  Company  or  Selling  Stockholders.   No
     indemnifying  party  shall (i)  without  the prior  written  consent of the
     indemnified  parties  (which consent shall not be  unreasonably  withheld),
     settle or  compromise  or consent to the entry of any judgment with respect
     to any pending or threatened claim,  action,  suit or proceeding in respect
     of which  indemnification  or contribution may be sought hereunder (whether
     or not the  indemnified  parties  are actual or  potential  parties to such
     claim or action) unless such settlement,  compromise or consent includes an
     unconditional  release of each indemnified party from all liability arising
     out of such claim,  action,  suit or proceeding,  or (ii) be liable for any
     settlement of any such action  effected  without its written consent (which
     consent  shall  not be  unreasonably  withheld),  but if  settled  with the
     consent of the  indemnifying  party or if there be a final  judgment of the
     plaintiff in any such action,  the  indemnifying  party agrees to indemnify
     and hold  harmless  any  indemnified  party  from and  against  any loss or
     liability by reason of such settlement or judgment.


                                      -26-


<PAGE>

          (e) If the  indemnification  provided for in this Section 10 shall for
     any  reason  be  unavailable  to  or   insufficient  to  hold  harmless  an
     indemnified  party under  Section  10(a),  10(b) or 10(c) in respect of any
     loss,  claim,  damage  or  liability,  or any  action in  respect  thereof,
     referred  to  therein,  then  each  indemnifying  party  shall,  in lieu of
     indemnifying  such  indemnified  party,  contribute  to the amount  paid or
     payable by such indemnified party as a result of such loss,  claim,  damage
     or liability, or action in respect thereof, (i) in such proportion as shall
     be appropriate to reflect the relative benefits received by the Company and
     the Selling  Stockholders on the one hand and the Underwriters on the other
     from the offering of the Stock or (ii) if the allocation provided by clause
     (i) above is not  permitted by  applicable  law, in such  proportion  as is
     appropriate to reflect not only the relative benefits referred to in clause
     (i)  above  but also the  relative  fault of the  Company  and the  Selling
     Stockholders on the one hand and the Underwriters on the other with respect
     to the statements or omissions which resulted in such loss,  claim,  damage
     or liability,  or action in respect thereof,  as well as any other relevant
     equitable  considerations;  provided,  the  Selling  Stockholders  and  the
     Underwriters shall be obligated to contribute under this Section 10(e) only
     with respect to losses,  liabilities,  claims,  damages or expenses arising
     out of an untrue  statement  or omission  or alleged  untrue  statement  or
     omission of a material fact made in reliance  upon and in  conformity  with
     the information contained in Section 10(g) or Section 10(f),  respectively,
     hereunder.  The relative  benefits  received by the Company and the Selling
     Stockholders on the one hand and the Underwriters on the other with respect
     to such offering shall be deemed to be in the same  proportion as the total
     net proceeds from the offering of the Stock  purchased under this Agreement
     (before  deducting  expenses)  received  by the  Company  and  the  Selling
     Stockholders,  on the one hand,  and the total  underwriting  discounts and
     commissions  received by the Underwriters with respect to the shares of the
     Stock purchased under this Agreement,  on the other hand, bear to the total
     gross  proceeds  from the  offering  of the shares of the Stock  under this
     Agreement,  in each case as set forth in the table on the cover page of the
     Prospectus.  The relative fault shall be determined by reference to whether
     the untrue or alleged  untrue  statement of a material  fact or omission or
     alleged  omission to state a material fact relates to information  supplied
     by the Company, the Selling Stockholders or the Underwriters, the intent of
     the  parties  and  their  relative  knowledge,  access to  information  and
     opportunity to correct or prevent such statement or omission.  The Company,
     the Selling  Stockholders and the  Underwriters  agree that it would not be
     just and equitable if contributions  pursuant to this Section 10(e) were to
     be determined by pro rata allocation (even if the Underwriters were treated
     as one entity for such purpose) or by any other method of allocation  which
     does not take into account the equitable considerations referred to herein.
     The amount paid or payable by an indemnified party as a result of the loss,
     claim, damage or liability, or action in respect thereof, referred to above
     in this  Section  shall be deemed to include,  for purposes of this Section
     10(e), any legal or other expenses  reasonably incurred by such indemnified
     party in  connection  with  investigating  or defending  any such action or
     claim.  Notwithstanding  the  provisions  of  this  Section  10(e),  (i) no
     Underwriter  shall be  required to  contribute  any amount in excess of the
     amount by which the total price at which the Stock  underwritten  by it and
     distributed  to the public was offered to the public  exceeds the amount of
     any damages which such  Underwriter  has otherwise paid or become liable to
     pay by reason of any untrue or alleged  untrue  statement  or  omission  or
     alleged

                                      -27-



<PAGE>

     omission and (ii) no Selling  Stockholder  shall be required to  contribute
     any  amount  in  excess  of the total  proceeds  received  by such  Selling
     Stockholder  from the  offering  of the Stock by such  Selling  Stockholder
     (after deducting commissions,  but before taxes and any other expenses). No
     person  guilty of  fraudulent  misrepresentation  (within  the  meaning  of
     Section 10(f) of the Securities Act) shall be entitled to contribution from
     any  person who was not guilty of such  fraudulent  misrepresentation.  The
     Underwriters'  obligations  to contribute as provided in this Section 10(e)
     are several in proportion to their respective underwriting  obligations and
     not joint.

          (f) The Underwriters  severally  confirm and the Company  acknowledges
     that the statements with respect to the public offering of the Stock by the
     Underwriters  set forth on the cover page of, the list of Underwriters  and
     their  respective  participation  in the sale of Stock  under  the  caption
     "Underwriting" in, and the paragraphs addressing the underwriting discount,
     concessions and  reallowances,  stabilization,  short positions,  syndicate
     transactions  and penalty bids appearing  under the caption  "Underwriting"
     in,  the  Prospectus  are  correct  and  constitute  the  only  information
     concerning such  Underwriters  furnished in writing to the Company by or on
     behalf of the  Underwriters  specifically for inclusion in the Registration
     Statement and the Prospectus.

     11. Defaulting Underwriters.

     If, on either Delivery Date, any Underwriter defaults in the performance of
its obligations under this Agreement, the remaining non-defaulting  Underwriters
shall be obligated to purchase the Stock which the defaulting Underwriter agreed
but failed to purchase on such Delivery Date in the respective proportions which
the number of shares of the Firm Stock set opposite  the name of each  remaining
non-defaulting  Underwriter  in Schedule 1 hereto  bears to the total  number of
shares  of  the  Firm  Stock  set  opposite  the  names  of  all  the  remaining
non-defaulting  Underwriters in Schedule 1 hereto;  provided,  however, that the
remaining non-defaulting  Underwriters shall not be obligated to purchase any of
the Stock on such Delivery Date if the total number of shares of the Stock which
the defaulting Underwriter or Underwriters agreed but failed to purchase on such
date exceeds 9.09% of the total number of shares of the Stock to be purchased on
such Delivery Date, and any remaining  non-defaulting  Underwriter  shall not be
obligated to purchase  more than 110% of the number of shares of the Stock which
it agreed to purchase on such  Delivery  Date pursuant to the terms of Section 3
hereof.  If the foregoing  maximums are exceeded,  the remaining  non-defaulting
Underwriters,  or those other underwriters  satisfactory to the Underwriters who
so agree, shall have the right, but shall not be obligated, to purchase, in such
proportion  as may be agreed upon among them,  all the Stock to be  purchased on
such  Delivery  Date.  If  the  remaining  Underwriters  or  other  underwriters
satisfactory  to the  Underwriters do not elect to purchase the shares which the
defaulting  Underwriter  or  Underwriters  agreed but failed to purchase on such
Delivery Date, this Agreement (or, with respect to the Second Delivery Date, the
obligation  of  the  Underwriters  to  purchase,   and  the  applicable  Selling
Stockholders to sell, the Option Stock) shall terminate without liability on the
part of any non-defaulting Underwriter or the Selling Stockholders,  except that
the Company will continue to be liable for the payment of expenses to the extent
set forth in  Sections  8 and 13  hereof.  As used in this  Agreement,  the term
"Underwriter"  includes,  for all purposes of this Agreement  unless the context
requires  otherwise,  any party not listed in Schedule 1 hereto who,

                                      -28-



<PAGE>

pursuant to this Section 11, purchases Firm Stock which a defaulting Underwriter
agreed but failed to purchase.

     Nothing  contained  herein shall  relieve a defaulting  Underwriter  of any
liability  it may have to the Selling  Stockholders  for  damages  caused by its
default. If other underwriters are obligated or agree to purchase the Stock of a
defaulting  or  withdrawing   Underwriter,   either  the  Representatives,   the
applicable  Selling  Stockholders  or the Company may postpone the Delivery Date
for up to seven full  business  days in order to effect any changes  that in the
opinion of counsel for the  Company,  counsel for the  Selling  Stockholders  or
counsel for the Underwriters may be necessary in the Registration Statement, the
Prospectus or in any other document or arrangement.

     12.  Termination.  The  obligations  of the  Underwriters  hereunder may be
terminated  by the  Underwriters  by notice given to and received by the Company
and the Selling Stockholders prior to delivery of and payment for the Firm Stock
if, prior to that time,  any of the events  described  in Sections  9(l) or 9(m)
hereof, shall have occurred or if the Underwriters shall decline to purchase the
Stock for any reason permitted under this Agreement.

     13.  Reimbursement of Underwriters'  Expenses.  If any Selling  Stockholder
shall fail to tender the Stock for delivery to the Underwriters by reason of any
failure,  refusal  or  inability  on the  part  of the  Company  or any  Selling
Stockholder to perform any agreement on its part to be performed, or because any
other  condition  of the  Underwriters'  obligations  hereunder  required  to be
fulfilled  by the  Company or the Selling  Stockholders  is not  fulfilled,  the
Company  will  reimburse  the  Underwriters  for  all  reasonable  out-of-pocket
expenses  (including  reasonable fees and  disbursements of counsel) incurred by
the Underwriters in connection with this Agreement and the proposed  purchase of
the Stock,  and upon demand the Company shall pay the full amount thereof to the
Representatives.  If this Agreement is terminated  pursuant to Section 12 hereof
by reason of the  default of one or more  Underwriters,  neither the Company nor
the Selling  Stockholders  shall be obligated to reimburse  any  Underwriter  on
account of those expenses.

     14.  Notices,  etc.  All  statements,   requests,  notices  and  agreements
hereunder shall be in writing, and:

          (a) if to the Underwriters,  shall be delivered or sent by mail, telex
     or facsimile  transmission to Lehman Brothers Inc., Syndicate  Registration
     Department, 399 Park Avenue, New York, New York 10022, (Fax: 212-526-0943),
     with a copy,  in the case of any notice  pursuant to Section  8(c),  to the
     Director of  Litigation,  Office of the General  Counsel,  Lehman  Brothers
     Inc., 399 Park Avenue, New York, New York 10022;

          (b) if to the  Company,  shall be  delivered  or sent by mail,  telex,
     facsimile  transmission  or recognized  overnight  delivery  service to the
     address of the Company set forth in the Registration Statement,  Attention:
     Phyl Rykhoek (Fax: (972) 673-2051); and

          (c) if to any Selling Stockholder, shall be delivered or sent by mail,
     telex,  facsimile  transmission or recognized overnight delivery service to
     such Selling Stockholder at the address set forth on Schedule 2 hereto;


                                      -29-


<PAGE>

provided,  however,  that any notice to an Underwriter pursuant to Section 10(d)
above shall be  delivered  or sent by mail,  telex,  facsimile  transmission  or
recognized  overnight  delivery  service to such  Underwriter at its address set
forth  in its  acceptance  telex  to the  Underwriters,  which  address  will be
supplied to any other party hereto by the  Underwriters  upon request.  Any such
statements,  requests,  notices or  agreements  shall take effect at the time of
receipt thereof.  The Company and the Selling  Stockholders shall be entitled to
act and rely upon any request,  consent,  notice or  agreement  given or made on
behalf of the  Underwriters  by Lehman  Brothers  Inc.,  and the Company and the
Underwriters shall be entitled to act and rely upon any request, consent, notice
or agreement given or made on behalf of the Selling Stockholders by a custodian.

     15. Persons Entitled to Benefit of Agreement. This Agreement shall inure to
the benefit of and be binding upon the  Underwriters,  the Company,  the Selling
Stockholders and their respective personal representatives and successors.  This
Agreement and the terms and  provisions  hereof are for the sole benefit of only
those persons, except that (A) the representations,  warranties, indemnities and
agreements  of the  Company  and  the  Selling  Stockholders  contained  in this
Agreement  shall also be deemed to be for the  benefit of the person or persons,
if any,  who  control  any  Underwriter  within the meaning of Section 15 of the
Securities Act and (B) the indemnity agreement of the Underwriters  contained in
Section  10(c)  of this  Agreement  shall be  deemed  to be for the  benefit  of
directors  of  the  Company,  directors  or  general  partners  of  the  Selling
Stockholders,  as the case may be,  officers  of the Company who have signed the
Registration  Statement  and any  person  controlling  the  Company or a Selling
Stockholder  within the meaning of Section 15 of the Securities Act.  Nothing in
this Agreement is intended or shall be construed to give any person,  other than
the persons referred to in this Section 15, any legal or equitable right, remedy
or claim  under or in  respect  of this  Agreement  or any  provision  contained
herein.

     16. Survival. The respective indemnities,  representations,  warranties and
agreements  of the  Company,  the  Selling  Stockholders  and  the  Underwriters
contained  in this  Agreement  or made by or on  behalf  on them,  respectively,
pursuant to this  Agreement,  shall  survive the delivery of and payment for the
Stock and shall remain in full force and effect, regardless of any investigation
made by or on behalf of any of them or any person controlling any of them.

     17.  Definition of the Terms "Business Day" and  "Subsidiary." For purposes
of this Agreement,  (a) "BUSINESS DAY" means any day on which the American Stock
Exchange is open for trading and (b)  "SUBSIDIARY"  has the meaning set forth in
Rule 405 of the Rules and Regulations.

     18.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of New York.

     19.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts  and,  if  executed  in more  than one  counterpart,  the  executed
counterparts  shall each be deemed to be an original  but all such  counterparts
shall together constitute one and the same instrument.

     20. Headings. The headings herein are inserted for convenience of reference
only  and  are  not  intended  to be  part  of,  or to  affect  the  meaning  or
interpretation of, this Agreement.


                                      -30-


<PAGE>

     If the foregoing correctly sets forth the agreement among the Company,  the
Selling  Stockholders and the  Underwriters,  please indicate your acceptance in
the space provided for that purpose below.

                                          Very truly yours,


                                          DENBURY RESOURCES INC.



                                   By:
                                        ----------------------------------------
                                   Name:  Gareth Roberts
                                   Title:  Chief Executive Officer and President



                                   The Selling Stockholders named in Schedule 2
                                   to this Agreement:

                                   TPG PARTNERS, L.P.

                                   By: TPG GenPar, L.P., general partner

                                        By: TPG Advisors, Inc., general partner

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                                   TPG PARALLEL I, L.P.

                                   By: TPG GenPar, L.P.,  general partner

                                        By: TPG Advisors, Inc., general partner

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                                      -31-
<PAGE>




                                   TPG PARTNERS II, L.P.

                                   By: TPG GenPar II, L.P., general partner

                                        By: TPG Advisors II, Inc.

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                   TPG PARALLEL II, L.P.

                                   By: TPG GenPar II, L.P., general partner

                                        By: TPG Advisors II, Inc.

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                                   TPG INVESTORS II, L.P.

                                   By: TPG GenPar II, L.P., general partner

                                        By: TPG Advisors II, Inc.

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                                   TPG 1999 EQUITY PARTNERS II, L.P.

                                   By:  TPG Advisors II, Inc.

                                        By:
                                           -------------------------------------
                                        Name:
                                       Title:

                                      -32-
<PAGE>



Accepted:

LEHMAN BROTHERS INC.
CIBC  WORLD MARKETS CORP.
RAYMOND JAMES & ASSOCIATES,
INC.
JOHNSON RICE & COMPANY, L.L.C.
For themselves and as Representatives
of the several Underwriters named
in Schedule 1 hereto



By:
   -----------------------------------------
   Authorized Representative













                                      -33-
<PAGE>




                                  Schedule 1-1
                                   SCHEDULE 1



<TABLE>
<CAPTION>
-------------------------------------------------- -------------------------------- ----------------------------------
                                                                                    NUMBER OF SHARES OF OPTION STOCK
                                                                                          TO BE PURCHASED (IF
                                                   NUMBER OF SHARES OF FIRM STOCK   OVER-ALLOTMENT OPTION EXERCISED
               NAME OF UNDERWRITER                         TO BE PURCHASED                      IN FULL)
               -------------------                         ---------------                      --------
-------------------------------------------------- -------------------------------- ----------------------------------
<S>                                                               <C>                                   <C>
Lehman Brothers Inc.........................                      3,500,000                             250,000
CIBC World Markets Corp.....................                      1,750,000                             125,000
Raymond James & Associates, Inc.............                        875,000                              62,500
Johnson Rice & Company, L.L.C. .............                        875,000                              62,250
                                                                    -------                              ------
                    Total...................                      7,000,000                             500,000
</TABLE>










                                  Schedule 1-1
<PAGE>




                                  Schedule 2-1
                                   SCHEDULE 2

<TABLE>
<CAPTION>
NAME AND ADDRESS OF SELLING STOCKHOLDER                                NUMBER OF SHARES OF     NUMBER OF SHARES OF
---------------------------------------                                --------------------    --------------------
                                                                            FIRM STOCK             OPTION STOCK
<S>                                                                           <C>                             <C>
TPG Partners, L.P.                                                            2,035,517                       145,394

TPG Parallel I, L.P.                                                                 202,855                   14,490

TPG Partners II, L.P.                                                              4,057,008                  289,785

TPG Parellel II, L.P.                                                                276,861                   19,776

TPG Investors II, L.P.                                                               423,188                   30,228

TPG Equity Partners II, L.P.                                                           4,571                      327

                  Total                                                            7,000,000                  500,000
                                                                                   =========                  =======
</TABLE>


(1) Each of these Selling  Stockholders  has granted the  Underwriters  a 30-day
option to purchase shares of Option Stock.









                                  Schedule 2-1
<PAGE>
                                                                       EXHIBIT A

                            LOCK-UP LETTER AGREEMENT


                               November ___, 2002


LEHMAN BROTHERS INC.
CIBC WORLD MARKETS
RAYMOND JAMES & ASSOCIATES,
INC. JOHNSON RICE & COMPANY, L.L.C.
      As representatives of the several underwriters named
      in Schedule I to the Underwriting Agreement
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York  10019


Dear Sirs:

     The  undersigned  understands  that  you,  representatives  of the  several
underwriters  (collectively,  the  "Underwriters")  propose  to  enter  into  an
Underwriting Agreement (the "Underwriting Agreement") providing for the purchase
by the  Underwriters  of  shares  (the  "Shares")  of  Common  Stock of  Denbury
Resources Inc. (the "Company") and that the Underwriters  propose to reoffer the
Shares to the public (the "Offering").

     In  consideration  of the  execution of the  Underwriting  Agreement by the
Underwriters,  and for other good and valuable  consideration,  the  undersigned
hereby  irrevocably  agrees that,  without the prior  written  consent of Lehman
Brothers Inc., the undersigned will not,  directly or indirectly,  (1) offer for
sale, sell,  pledge,  or otherwise  dispose of (or enter into any transaction or
device that is designed to, or could be expected to,  result in the  disposition
by any  person  at any  time  in the  future  of) any  shares  of  Common  Stock
(including,  without limitation, shares of Common Stock that may be deemed to be
beneficially  owned  by  the  undersigned  in  accordance  with  the  rules  and
regulations of the Securities and Exchange Commission and shares of Common Stock
that may be issued  upon  exercise  of any  option  or  warrant)  or  securities
convertible  into or  exchangeable  for Common  Stock (other than the Shares) or
sell or grant  options,  rights or warrants with respect to any shares of Common
Stock or securities  convertible  into or exchangeable for Common Stock owned by
the undersigned on the date of execution of this Lock-Up Letter  Agreement or on
the date of the completion of the Offering,  or (2) enter into any swap or other
derivatives  transaction that transfers to another,  in whole or in part, any of
the  economic  benefits or risks of  ownership  of such shares of Common  Stock,
whether  any such  transaction  described  in  clause  (1) or (2) above is to be
settled by delivery of Common Stock or other  securities,  in cash or otherwise,
for a period of 90 days after the date of the Final  Prospectus  relating to the
Offering;  provided  however,  that the  undersigned may make bona fide gifts to
persons or entities who agree in writing with you to be bound by the  provisions
of this Lock-Up Letter Agreement.  In furtherance of the foregoing,  the Company
and its Transfer Agent are hereby  authorized to decline to make any transfer of
securities  if such  transfer  would  constitute  a violation  or breach of this
Lock-Up Letter Agreement.


                                  Exhibit A-1
<PAGE>

         It is understood that, if the Company notifies you that it does not
intend to proceed with the Offering, if the Underwriting Agreement does not
become effective, or if the Underwriting Agreement (other than the provisions
thereof which survive termination) shall terminate or be terminated prior to
payment for and delivery of the Shares, I will be released from our obligations
under this Lock-Up Letter Agreement.

         The undersigned understands that the Company and the Underwriters will
proceed with the Offering in reliance on this Lock-Up Letter Agreement.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.

                                      Very truly yours,



                                      Name:









                                  Exhibit A-2