Exhibit 10.11

                                8,000,000 Shares

                             DENBURY RESOURCES INC.

                                  Common Stock

                             UNDERWRITING AGREEMENT

                                                               December 18, 2003

CIBC WORLD MARKETS CORP.
417 5TH AVENUE, 2ND FLOOR
New York, New York 10016

Dear Sirs:

          Certain stockholders of Denbury Resources Inc., a Delaware corporation
(the "Company"), named in Schedule 2 hereto (the "Selling Stockholders"),
propose to sell to you, the underwriter named in Schedule 1 hereto (the
"Underwriter"), an aggregate of 8,000,000 shares (the "Stock") of the Company's
common stock, par value $.001 per share (the "Common Stock"). This is to confirm
the agreement concerning the purchase of the Stock from the Company and the
Selling Stockholders by the Underwriter.

          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. 333-107676)
          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 Underwriter.
          As used in this Agreement, "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 Underwriter 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 by or on behalf of the 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 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 are 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 except as disclosed in the Prospectus.

               (f) The shares of Stock to be sold by the Selling Stockholders to
          the Underwriter 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 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 Underwriter, 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, and
          the purchase of Company stock for, 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
          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, were,
          as of December 31, 2001 and December 31, 2002, 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 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.

               (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,
          except, 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,
          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 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.

               (gg) The principal executive officer and principal financial
          officer of the Company have made all certifications required by the
          Sarbanes-Oxley Act or any related rules and regulations promulgated by
          the Commission, and the statements contained in any such certification
          are complete and correct. The Company maintains "disclosure controls
          and procedures" (as defined in Rule 13a-14(c) under the Exchange Act),
          and such controls and procedures are designed (i) to ensure that
          information required to be disclosed by the Company in the reports
          that it files or submits under the Exchange Act is recorded,
          processed, summarized and reported, within the time periods specified
          in the Commission's rules and forms and (ii) to ensure that
          information required to be disclosed by the Company in the reports
          that it files or submits under the Exchange Act is accumulated and
          communicated to the Company's management, including its principal
          executive officer and principal financial officer, as appropriate to
          allow timely decisions regarding required disclosure. The Company does
          not have any material weaknesses in internal controls, and there has
          been no fraud, whether or not material, that involves management or
          other employees who have a significant role in the Company's internal
          controls. The Company is otherwise in compliance in all material
          respects with all applicable effective provisions of the
          Sarbanes-Oxley Act and the rules and regulations promulgated by the
          Commission (and intends to comply with all applicable provisions that
          are not yet effective upon effectiveness).

          Any certificate signed by any officer of the Company and delivered to
the Underwriter or counsel for the Underwriter in connection with the offering
of the Stock shall be deemed a representation and warranty by the Company, as to
matters covered thereby, to the 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 the
          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 Underwriter acquires 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 Underwriter or
          its Affiliates) good and valid title to such shares, free and clear of
          all liens, encumbrances, equities or claims, will pass to the
          Underwriter.

               (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
          Underwriter, 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 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 by or on behalf of the 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 Underwriter. 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 Stock set opposite its name in Schedule 2 hereto,
severally and not jointly, to the Underwriter and the Underwriter agrees to
purchase the number of shares of the Stock set opposite the Underwriter's name
in Schedule 1 hereto. The price of the Stock shall be $13.25 per share.

          The Selling Stockholders shall not be obligated to deliver any of the
Stock to be delivered on the Delivery Date except upon payment for all the Stock
to be purchased on the Delivery Date as provided herein.

          4. Offering of Stock by the Underwriter. Upon authorization by the
Underwriter of the release of the Stock, the Underwriter proposes to offer the
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 Stock shall be made at the office of Vinson & Elkins L.L.P., 2300 First City
Tower, 1001 Fannin, Houston, Texas 77002, at 9:00 A.M., Houston, Texas time, on
the fourth full business day following the date of this Agreement or at such
other date or place as shall be determined by agreement between the Underwriter,
the Selling Stockholders and the Company. This date and time are sometimes
referred to herein as the "Delivery Date." On the Delivery Date, the Selling
Stockholders shall deliver or cause to be delivered certificates representing
the Stock to the Underwriter for the account of the 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 the Underwriter hereunder. Upon delivery, the
Stock shall be registered in such names and in such denominations as the
Underwriter shall request in writing not less than two full business days prior
to the Delivery Date. For the purpose of expediting the checking and packaging
of the certificates for the Stock, the Selling Stockholders shall, or shall
cause a custodian to, make the certificates representing the Stock available for
inspection by the Underwriter in New York, New York, not later than 2:00 P.M.,
New York City time, on the business day prior to the Delivery Date.

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

               (a) To prepare the Prospectus in a form approved by the
          Underwriter 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 Underwriter,
          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 Underwriter with copies
          thereof; to advise the Underwriter, 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 the Underwriter and to counsel for the
          Underwriter 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 Underwriter such number of the
          following documents as the Underwriter 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 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 Underwriter and, upon its
          request, to file such document and to prepare and furnish without
          charge to the Underwriter and to any dealer in securities as many
          copies as the Underwriter 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
          Underwriter, 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 Underwriter and counsel for the Underwriter and obtain the consent
          of the Underwriter to the filing; provided, that the foregoing
          restriction shall not preclude the Company from (x) filing without the
          consent of the Underwriter 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 Underwriter 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 Underwriter 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 Underwriter 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
          Underwriter may reasonably request to qualify the Stock for offering
          and sale under the securities laws of such jurisdictions as the
          Underwriter 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 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) 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 Delivery Date;

               (j) 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

               (k) 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 45 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 the Underwriter;

               (b) That the Stock to be sold by the Selling Stockholder
          hereunder is subject to the interest of the Underwriter 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 Underwriter on or prior to the Delivery
          Date 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 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 Underwriter 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 Underwriter shall pay its own costs and
expenses, including the costs and expenses of its counsel, any transfer taxes on
the Stock which they may sell and the expenses of advertising any offering of
the Stock made by the Underwriter, and, as between the Underwriter 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 Underwriter; 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 Underwriter's Obligations. The respective obligations
of the Underwriter hereunder are subject to the accuracy, when made and on the
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 the 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 Vinson
          & Elkins L.L.P., counsel for the Underwriter, 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 Underwriter, 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 Underwriter its written opinion, as counsel to the
          Company, addressed to the Underwriter and dated the Delivery Date, in
          form and substance reasonably satisfactory to the Underwriter, to the
          effect that:

                    (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
               Prospectus;

                    (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 the
               Delivery Date to the Underwriter 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 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 the Delivery Date (except for the financial statements
               and financial schedules and other financial and related reserve
               information 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 reserve information 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 the
               Exchange Act and applicable state securities laws in connection
               with the purchase and distribution of the Stock by the
               Underwriter, 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 Underwriter a written
statement, addressed to the Underwriter and dated the Delivery Date, in form and
substance reasonably satisfactory to the Underwriter, 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 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) Cleary, Gottlieb, Steen & Hamilton shall have furnished to
          the Underwriter its written opinion, as counsel to each of the Selling
          Stockholders, addressed to the Underwriter and dated the Delivery
          Date, in form and substance reasonably satisfactory to the
          Underwriter, to the effect that:

                    (i) Each of the Selling Stockholders has been duly formed as
               a limited partnership under the Delaware Revised Uniform Limited
               Partnership Act, 6 Del. Sec. 17-101 et. seq. and is validly
               existing and in good standing under the laws of the State of
               Delaware.

                    (ii) Each Selling Stockholder has the partnership power to
               enter into this Agreement and to perform its obligations
               thereunder;

                    (iii) The execution, delivery and performance of this
               Agreement have been duly authorized by all necessary partnership
               action of each Selling Stockholder. The Underwriting Agreement
               has been duly executed and delivered by each Selling Stockholder;

                    (iv) The execution and delivery by each Selling Stockholder
               of this Agreement and the performance of its obligations
               hereunder (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 without expressing an 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 without expressing any opinion with
               respect to United States federal securities laws or any state
               securities or Blue Sky laws).

                    (v) Assuming the Underwriter acquires its interest in the
               Stock to be sold by the Selling Stockholders to the 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 the Underwriter has paid the purchase price for
               such Stock and has had such Stock credited to the securities
               account of the Underwriter maintained with The Depository Trust
               Company, then the Underwriter will have a securities entitlement
               (as defined in Section 8-102(a)(17) of the UCC) to such Stock
               purchased by the 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 the Underwriter.

          In rendering such opinion, such counsel may (x) limit the opinion in
section 9(e)(iv) 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 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 Underwriter shall have received from Vinson & Elkins
          L.L.P., counsel for the Underwriter, such opinion or opinions, dated
          the Delivery Date, with respect to the issuance and sale of the Stock,
          the Registration Statement, the Prospectus and other related matters
          as the Underwriter 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 Delivery Date, the Underwriter shall have received a
          letter from Deloitte & Touche LLP, in form and substance satisfactory
          to the Underwriter, addressed to the Underwriter 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) At the Delivery Date, the Company shall have furnished to the
          Underwriter a letter from DeGolyer and MacNaughton addressed to the
          Underwriter and dated the date of the Delivery Date confirming that
          they are, and as of the date of their reports referred to in Section
          1(n) hereof were, independent engineers with respect to the Company
          and stating, as of the date of such letter, that they have no
          knowledge of any fact or event that would cause any change to the
          conclusions and findings of such firm at the time made with respect to
          the information referred to in Section 1(n) hereof.

               (i) The Company shall have furnished to the Underwriter,
          addressed to the Underwriter, a certificate, dated the 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 the
               Delivery Date; the Company has complied with all its agreements
               contained herein; and the conditions set forth in Sections 9(a)
               and 9(k) 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.

               (j) Each Selling Stockholder (or any custodian or one or more
          attorneys-in-fact on behalf of each Selling Stockholder) shall have
          furnished to the Underwriter on the Delivery Date a certificate, dated
          the 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 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 Delivery Date.

               (k) (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 Underwriter, 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 the Delivery Date on the
          terms and in the manner contemplated in the Prospectus.

               (l) 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 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 the
          Underwriter, impracticable or inadvisable to proceed with the public
          offering or delivery of the Stock being delivered on the Delivery Date
          on the terms and in the manner contemplated in the Prospectus.

               (m) 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 Underwriter.

          10. Indemnification and Contribution.

               (a) The Company shall indemnify and hold harmless the
          Underwriter, its officers and employees and each person, if any, who
          controls the 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 the 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 the 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 taken by the Underwriter through its gross negligence or
          willful misconduct), and shall reimburse the Underwriter and each such
          officer, employee or controlling person promptly upon demand for any
          legal or other expenses reasonably incurred by the 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 the Underwriter
          furnished to the Company through the Underwriter by or on behalf of
          the 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 the
          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 the Underwriter (or the action in respect
          thereof) arises out of a sale by the 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 the 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 the Underwriter or to any officer,
          employee or controlling person of the Underwriter.

               (b) Each Selling Stockholder, severally and not jointly, shall
          indemnify and hold harmless the Underwriter, its officers and
          employees, and each person, if any, who controls the 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 the 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 and in conformity with written information furnished to
          the Company or the Underwriter by such Selling Stockholder directly or
          through such Selling Stockholder's representatives, specifically for
          use in the preparation thereof; and shall reimburse the Underwriter,
          its officers and employees and each such controlling person for any
          legal or other expenses reasonably incurred by the 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, 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
          the Underwriter furnished to the Company by or on behalf of the
          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 the
          Underwriter from whom the person asserting any loss, claim, damage,
          liability or expense purchased Stock, or any person controlling the
          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 the 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 the Underwriter or any officer,
          employee or controlling person of the Underwriter.

               (c) The Underwriter 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 the Underwriter furnished to the Company
          through the Underwriter by or on behalf of the 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 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 the
          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 Underwriter shall
          have the right to employ counsel to represent the Underwriter and its
          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 Underwriter against the Company or any
          Selling Stockholder under this Section 10 if, in the reasonable
          judgment of the Underwriter, it is advisable for the Underwriter,
          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.

               (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 Underwriter 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 Underwriter 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
          Underwriter 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 written information furnished to the Company or
          the Underwriter or any Selling Stockholder, as the case may be, by the
          Underwriter or the Selling Stockholders directly or through such
          Selling Stockholder's representatives, as the case may be,
          specifically for use in the preparation of any Preliminary Prospectus,
          Registration Statement or the Prospectus or in any amendment or
          supplement thereto. The relative benefits received by the Company and
          the Selling Stockholders on the one hand and the Underwriter 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
          Underwriter 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
          Underwriter, 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
          Underwriter 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 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) the Underwriter shall not 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 the
          Underwriter has otherwise paid or become liable to pay by reason of
          any untrue or alleged untrue statement or omission or alleged 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.

               (f) The Underwriter confirms and the Company acknowledges that
          the statements with respect to the public offering of the Stock by the
          Underwriter set forth on the cover page of, the name of the
          Underwriter and its 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 the Underwriter furnished
          in writing to the Company by or on behalf of the Underwriter
          specifically for inclusion in the Registration Statement and the
          Prospectus.

          11. [Section Intentionally Omitted]

          12. Termination. The obligations of the Underwriter hereunder may be
terminated by the Underwriter by notice given to and received by the Company and
the Selling Stockholders prior to delivery of and payment for the Stock if,
prior to that time, any of the events described in Sections 9(k) or 9(l) hereof,
shall have occurred or if the Underwriter 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 Underwriter 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 Underwriter's obligations hereunder required
to be fulfilled by the Company or the Selling Stockholders is not fulfilled, the
Company will reimburse the Underwriter for all reasonable out-of-pocket expenses
(including reasonable fees and disbursements of counsel) incurred by the
Underwriter 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
Underwriter. If this Agreement is terminated pursuant to Section 12 hereof by
reason of the default of the Underwriter, neither the Company nor the Selling
Stockholders shall be obligated to reimburse the 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 Underwriter, shall be delivered or sent by mail,
          telex or facsimile transmission to CIBC World Markets Corp., 417 5th
          Avenue, 2nd Floor, New York, New York 10016, Attention: William
          Schreier (Fax : 212-667-5730);

               (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: Phil 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;

provided, however, that any notice to the Underwriter pursuant to Section 10(d)
above shall be delivered or sent by mail, telex, facsimile transmission or
recognized overnight delivery service to the Underwriter at its address set
forth in its acceptance telex to the Underwriter, which address will be supplied
to any other party hereto by the Underwriter upon request. Any such statements,
requests, notices or agreements shall take effect at the time of receipt
thereof. The Company and the Underwriter 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 Underwriter, 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 the 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 Underwriter
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.


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

                                          Very truly yours,


                                          Denbury Resources Inc.



                                          By:
                                             -----------------------------------
                                          Name:   Phil Rykhoek
                                          Title:  Senior Vice President and
                                                  Chief Financial Officer



                                          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:





                                          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:

Accepted:

CIBC WORLD MARKETS CORP.



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

<PAGE>

                                   SCHEDULE 1


                                                       Number of Shares of Stock
                         Name of Underwriter                to be Purchased
                         -------------------                ---------------
CIBC World Markets Corp................................        8,000,000


<PAGE>

                                   SCHEDULE 2

Name and address of Selling Stockholder             Number of Shares of Stock
---------------------------------------             -------------------------

TPG Partners, L.P. (1)                                   2,326,306

TPG Parallel I, L.P. (1)                                   231,834

TPG Partners II, L.P. (1)                                4,636,581

TPG Parallel II, L.P. (1)                                  316,412

TPG Investors II, L.P. (1)                                 483,643

TPG 1999 Equity Partners II, L.P. (1)                        5,224
                                                         ---------
                  Total                                  8,000,000
                                                         =========

-----------
(1) The address for such Selling Stockholder is 301 Commerce Street, Suite 3300,
Fort Worth, Texas 76102, Attn: Richard A. Ekleberry.