EXHIBIT 10.1

                               December 14, 1999


Ms. R. M. Frederick
Chairman and CEO
Churchill Resources, Inc.
4771 Sweetwater Blvd.   Suite 125
Sugar Land, TX 77479

Dear Ms. Frederick:

This letter agreement (the "Agreement") confirms the understanding and agreement
between  Crary,  Onthank & O'Neil,  LLC ("COO") and  Churchill  Resources,  Inc.
("Churchill"   or  "the  Company")   whereby  the  Company   engages  COO  as  a
non-exclusive  financial  advisor  in  connection  with the  raising  of capital
through a private  placement  of equity or other  securities  (the  "Offering"),
which private  placement will be in an amount and on terms  satisfactory  to the
Company  in  its  sole  judgment   (Offering  or  other  financing   hereinafter
collectively a "Transaction"). We hereby confirm COO's interest in offering in a
private  placement,  as a non-exclusive  placement  agent,  on a  "best-efforts"
basis, a minimum of $6 Million of Churchill's securities,  the proceeds of which
will be used to purchase Fraser Downs (and its  subsidiaries and affiliates) and
to provide the company with working  capital,  upon the terms and conditions set
forth herein.

     1. In  connection  with the Offering COO will:  (a) advise  Churchill  with
respect to the form and  structure of the  Offering;  (b) revise and expand,  if
necessary,  with the assistance of the Company,  its existing  acquisition plan,
business  plan and  write a  private  placement  or  information  memorandum  as
necessary;  (c) identify and make initial contacts with institutional investors;
(d) act as placement  agent and assist in  negotiations  with  investors and (e)
provide  any  other  financial  advisory  and  investment  banking  services  in
connection  with the Offering as may be mutually  agreed.  COO will exercise all
reasonable  efforts to complete the Offering  successfully on terms satisfactory
to Churchill.

     2. COO will be a financial  advisor and placement  agent to the Company for
an  initial  period  of ninety  days  commencing  on the date of the  Agreement,
provided  however,  that either party may cancel the  Agreement at any time upon
thirty (30) days written notice to the other party.  Otherwise,  this engagement
and the terms  hereunder  will be  renewed  automatically,  on a  month-to-month
basis, until a Transaction is successfully  completed or until the engagement is
terminated.  Within thirty (30)  business  days after the effective  date of any
termination (the "Termination Date"), COO shall deliver to the Company a list of
all parties  (the  "Covered  Parties")  which COO has  contacted  or discussed a
Transaction  prior to  receipt  of the notice of  termination  and  shall,  upon
request,  return to the Company any confidential  information provided to COO by
Churchill.   The   provisions   concerning   confidentiality,   indemnification,
compensation  and the Company's  obligations to pay fees and reimburse  expenses
contained herein and the Company's  obligations contained in the Indemnification
Provisions (as hereinafter defined) will survive any termination. COO agrees not
to  use  any  confidential  information  about  the  Company  provided  to it by
Churchill  for any purposes  other than in  connection  with a  transaction  and
related matters.

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     3. As compensation for the services provided hereunder,  the Company agrees
to pay the following fees and commissions:

     (a)  In consideration for COO's financial  advisory  services,  the Company
          will pay COO a non-refundable  advisory fee of 25,000  freely-tradable
          shares of the Company's  common stock for the first four months of the
          engagement, commencing upon the execution of the Agreement.

     (b)  Upon the  closing of a  Transaction  (or upon a sale of the  Company's
          securities   to  a  Covered  Party  within  twelve  months  after  the
          Termination   Date):  (i)  9%  of  the  gross  proceeds  raised  in  a
          Transaction  (or sale to a  Covered  Party)  in the form of  equity or
          equity-linked  securities;  (ii) 3% of the gross proceeds  raised in a
          Transaction  (or sale to a Covered Party) in the form of  subordinated
          debt,  and (iii) 1% of the gross amount  raised in a  Transaction  (or
          sale to a Covered Party) in the form of senior debt  (including  lines
          of credit or commitments to fund which are undrawn at any closing of a
          Transaction).

     (c)  COO shall also  receive  warrants  to  purchase an amount of shares of
          Churchill's  common stock equal to five percent (5%) of the  Company's
          equity securities (or equity security equivalents) privately placed by
          COO in the  Offering  (or  otherwise  sold to a Covered  Party  within
          twelve  months  of  the  Termination   Date).  The  warrants  will  be
          exercisable for five (5) years and will have an exercise price of 100%
          of the  offering  price  per  share  of the  Company's  securities  as
          determined  by the  Offering.  The warrants  will also  contain  other
          customary  terms  and  conditions  including  piggy-back  registration
          rights,  cashless  exercise  and  anti-dilution  rights  triggered  by
          subsequent stock splits,  stock dividends,  recapitalizations or other
          similar  occurrences,  which terms and conditions  will be embodied in
          documentation acceptable to the parties to the Agreement.

     4.  During the period that COO is engaged by the  Company,  the Company may
directly or indirectly  initiate any discussions or other  contacts,  or solicit
any  inquiries or  indications  of interest  concerning  this Offering and shall
promptly  furnish COO with the names of all parties with whom the  Company,  its
directors,   officers  and  its  controlling  shareholders  have  conducted  any
discussions,   received  inquiries  from  or  had  any  other  related  contacts
concerning  any  investment  in  securities  (other  than  common  stock) of the
Company. The Company shall also promptly inform COO of the identity of any third
party that  subsequently  makes any such inquiry or whose interest in a possible
investment in this Offering subsequently becomes known to the Company.

     5. In  addition  to any fees that may be  payable  to COO,  Churchill  will
reimburse COO promptly upon request for the  reasonable  out-of-pocket  expenses
incurred in connection with this engagement,  including  without  limitation the
reasonable  professional  and legal fees and  expenses  incurred  by COO.  These
out-of-pocket  fees and expenses  reimbursable by the Company shall not exceed a
total of $20,000 unless approved by the Company in writing in advance.


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     6.  During the period that COO is engaged by the  Company,  the Company may
engage  another   investment  banker  or  agent  to  solicit  any  inquiries  or
indications of interest  concerning  this Offering.  In that event,  the Company
shall promptly furnish COO with the names of any additional  investment  bankers
that  may be  engaged  and  COO  will  subsequently  meet  with  any  additional
investment banker or agent to coordinate placement activities such that there is
an equitable division and assignment of candidates and no duplication of contact
activity.

     7.  In  consideration  of  COO's  services  on  behalf  of the  Company  in
connection with the Offering,  the Company agrees to indemnify and hold harmless
COO and each of its affiliates,  stockholders,  directors,  officers, employees,
agents  and  controlling  persons  (within  the  meaning  of  Section  15 of the
Securities Act of 1934) to the extent and as provided for in the indemnification
and contribution  provisions (the "Indemnification  Provisions") attached hereto
as Addendum A and incorporated herein in their entirety.

     8. If COO completes the Offering or any other  Transaction  pursuant to the
Agreement,  COO  may,  at  its  expense,  place  an  announcement,   subject  to
Churchill's  consent,  in any newspapers  and  periodicals it may select stating
that COO has acted as financial  advisor,  investment  banker or placement agent
for the Company in the transaction.

     9. Churchill represents that there are no brokers, representatives or other
persons that have an interest in compensation  due from any of the  transactions
contemplated hereunder other than a finder's fee for William W. Bolles.

     10. The  Agreement  shall be binding  upon and inure to the  benefit of the
parties and their  successors and assigns.  The Agreement  represents the entire
understanding between the parties and all prior discussions and negotiations are
merged in it. The  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of Connecticut.

If the foregoing is in accordance  with your  understanding  of the terms of our
agreement, please sign and return the enclosed duplicate hereof.


Sincerely yours, Accepted and agreed to as of the date first above written.

CRARY, ONTHANK & O'NEIL, LLC                         CHURCHILL RESOURCES, INC.


/s/ Shane O'Neil                                      /s/ R. M. Frederick
----------------                                      -------------------
Shane O'Neil                                          R. M. Frederick
Principal                                             Chairman & CEO

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                                   ADDENDUM A

                           INDEMNIFICATION PROVISIONS

         In  connection  with the  engagement  of Crary,  Onthank  & O'Neil  LLC
("COO") by Churchill Resources,  Inc. ("Churchill" or the "Company") pursuant to
a letter of agreement  dated December 14, 1999,  between the Company and COO, as
it may be amended from time to time (the "Agreement"), the Company hereby agrees
as follows:

         1. To the extent  permitted by law, the Company will  indemnify COO and
         its affiliates,  stockholders,  directors,  officers, employees, agents
         and  controlling  persons  (within  the  meaning  of  Section 15 of the
         Securities Act of 1933, as amended, or Section 20 of the Securities Act
         of 1934) against all losses,  claims,  damages or  liabilities,  as the
         same are  incurred  (including  the  reasonable  fees and  expenses  of
         counsel),  relating  to or  arising  out of its  activities  under  the
         Agreement,  except to the extent  that any losses,  claims,  damages or
         liabilities  (or  actions  in  respect  thereof)  are  found in a final
         judgment by a court of law to have directly resulted from COO's willful
         misconduct or gross  negligence in  performing  the services  described
         therein.

         2.  Promptly  after  receipt  by COO of  notice  of  any  claim  or the
         commencement  of any action or proceeding  with respect to which COO is
         entitled to be  indemnified  under the  Agreement,  COO will notify the
         Company in writing of such claim or of the  commencement of such action
         or  proceeding,  and the Company will assume the defense of such action
         or proceeding, will employ counsel satisfactory to COO and will pay the
         fees and expenses of such counsel.  It is the intent of the parties, if
         this  is  permitted  by  the  applicable  Canons  of  Ethics  governing
         attorneys and provided that no conflict of interest exists, hereto that
         counsel  for such  action,  if any,  would be  shared  by the  parties.
         Notwithstanding the preceding sentence,  COO will be entitled to employ
         counsel  separate from counsel for the Company and from any other party
         in  such  action  if  COO  and  the  Company  or  court  of   competent
         jurisdiction  reasonably  determines that a conflict of interest exists
         which  makes  representation  by  counsel  chosen  by the  Company  not
         advisable  or  permitted,  provided  however  that COO  shall  seek the
         Company's  consent which shall not unreasonably be withheld or delayed,
         to the  appointment  of COO's  counsel and the rates to be charged.  In
         such event, the Company will pay the reasonable fees and  disbursements
         of such separate counsel.

         3. The Company  agrees to notify COO promptly of the assertion  against
         it or any other person of any claim or the  commencement  of any action
         or proceeding relating to a transaction contemplated by the Agreement.


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         4. If for any reason the foregoing  indemnity is  unavailable to COO or
         insufficient to hold COO harmless, then the Company shall contribute to
         the amount paid or payable by COO as a result of such  losses,  claims,
         damages or liabilities in such  proportion as is appropriate to reflect
         not only the relative  benefits received by the Company on the one hand
         and COO on the other, but also the relative fault of the Company on the
         one hand and COO on the other that  resulted  in such  losses,  claims,
         damages   or   liabilities,   as   well  as  any   relevant   equitable
         considerations.  The  amounts  paid or payable by a party in respect of
         losses,  claims,  damages  and  liabilities  referred to above shall be
         deemed to include  any legal or other  fees and  expenses  incurred  in
         defending any litigations, proceeding or other action or claim.

         5.  It  is  understood  and  agreed  that,  in  connection  with  COO's
         engagement  by the  Company,  COO may  also be  engaged  to act for the
         Company in one or more additional capacities, and that the terms of any
         such  additional  engagement  may be embodied  in one or more  separate
         written agreements. These Indemnification Provisions shall apply to the
         engagement  under the Agreement and to any such  additional  engagement
         and any modification of such additional engagement;  provided, however,
         that in the  event  that  the  Company  engages  COO to act as a dealer
         manager  in an  exchange  or  tender  offer  or as  an  underwriter  in
         connection with the issuance of securities by the Company or to furnish
         an opinion letter,  such further  engagement may be subject to separate
         indemnification  and  contribution  provision as may be mutually agreed
         upon.

         6.  These  Indemnification  Provisions  shall  remain in full force and
         effect whether or not the transaction  contemplated by the Agreement is
         completed and shall survive the termination of the Agreement, and shall
         be in addition to any liability  that the Company might  otherwise have
         to any indemnified party under the Agreement or otherwise.

CRARY, ONTHANK & O'NEIL, LLC                         CHURCHILL RESOURCES, INC.


/s/ Shane O'Neil                                      /s/ R. M. Frederick
----------------                                      -------------------
Shane O'Neil                                          R. M. Frederick
Principal                                             Chairman & CEO



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