Exhibit 10.10
                                                                  -------------



                                2,500,000 Shares

                             DENBURY RESOURCES INC.

                                  Common Stock

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                                   March 6, 2003

LEHMAN BROTHERS INC.
745 Seventh Avenue
New York, NY 10019

Dear Sirs:

         Certain stockholders of Denbury Resources Inc., a Delaware corporation
(the "Company"), named in Schedule 2 hereto (the "Selling Stockholders"),
propose to sell an aggregate of 2,500,000 shares (the "Firm Stock") of the
Company's common stock, par value $.001 per share (the "Common Stock"). In
addition, the Selling Stockholders propose to grant to you, the underwriter
named in Schedule 1 hereto (the "Underwriter"), an option to purchase up to an
additional 375,000 shares of the Common Stock, in the aggregate, on the terms
and for the purposes set forth in Section 3 below (the "Option Stock"). The Firm
Stock and the Option Stock, if purchased, are hereinafter collectively called
the "Stock." This is to confirm the agreement concerning the purchase of the
Stock from the Company and the Selling Stockholders by the 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. 333-57382) with
         respect to the Stock has (i) been prepared by the Company in conformity
         with the requirements of the Securities Act of 1933, as amended (the
         "Securities Act"), and the rules and regulations (the "Rules and
         Regulations") of the Securities and Exchange Commission (the
         "Commission") thereunder, (ii) been filed with the Commission under the
         Securities Act and (iii) become effective under the Securities Act.
         Copies of such registration statement and amendments thereto have been
         delivered by the Company to you as the 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 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 and who
         have delivered the letters referred to in Section 9(i) hereof, were, as
         of December 31, 2000 and December 31, 2001, as the case may be, and
         are, as of the date hereof, independent engineers with respect to the
         Company and its subsidiaries.

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

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

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

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

                  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 each
         Delivery Date (as defined in Section 5 hereof) the Selling Stockholder
         will have, good and valid title to the shares of Stock to be sold by
         the Selling Stockholder hereunder on such date, free and clear of all
         liens, encumbrances, equities or claims; and upon delivery of such
         shares and payment therefor pursuant hereto and thereto (and assuming
         that the 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 Firm 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 Firm Stock set opposite the
Underwriter's name in Schedule 1 hereto.

         In addition, the Selling Stockholders specified in Schedule 2 hereto
grant to the Underwriter options to purchase up to an aggregate of 375,000
shares of Option Stock. Such options are granted solely for the purpose of
covering over-allotments in the sale of Firm Stock and are exercisable as
provided in Section 5 hereof. Shares of Option Stock shall be purchased for the
account of the Underwriter in proportion to the number of shares of Firm Stock
set forth opposite the name of the Underwriter in Schedule 1 hereto. The price
of both the Firm Stock and any Option Stock shall be $10.95 per share.

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

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

         5. Delivery of and Payment for the Stock. Delivery of and payment for
the Firm Stock shall be made at the office of Andrews & Kurth L.L.P., 600
Travis, Suite 4200, Houston, Texas 77002, at 9:00 A.M., Houston, Texas time, on
the 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 "First Delivery Date." On the First Delivery Date, the
Selling Stockholders shall deliver or cause to be delivered certificates
representing the Firm Stock to the 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 Firm 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 First Delivery Date. For the purpose of expediting
the checking and packaging of the certificates for the Firm Stock, the Selling
Stockholders shall, or shall cause a custodian to, make the certificates
representing the Firm Stock available for inspection by the Underwriter in New
York, New York, not later than 2:00 P.M., New York City time, on the business
day prior to the First Delivery Date.

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

         Delivery of and payment for the Option Stock shall be made at the place
specified in the first sentence of the first paragraph of this Section 5 (or at
such other place as shall be determined by agreement between the Underwriter,
the Selling Stockholders and the Company) at 9:00 A.M., Dallas, Texas time, on
the Second Delivery Date. On the Second Delivery Date, the Selling Stockholders
shall deliver or cause to be delivered the certificates representing the Option
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
Option Stock shall be registered in such names and in such denominations as the
Underwriter shall request in the aforesaid written notice. For the purpose of
expediting the checking and packaging of the certificates for the Option Stock,
the Selling Stockholders shall make the certificates representing the Option
Stock available for inspection by the Underwriter in New York, New York, not
later than 2:00 P.M., New York City time, on the business day prior to the
Second Delivery Date.

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

             (a) To prepare the Prospectus in a form approved by the 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 First 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 60 days from the date of the Prospectus not to
         (1) offer for sale, sell, pledge or otherwise dispose of (or enter into
         any transaction or device which is designed to, or could be expected
         to, result in the disposition by any person at any time in the future
         of) any shares of Common Stock or securities convertible into or
         exchangeable for Common Stock (other than the Stock) or (2) enter into
         any swap or other derivatives transaction that transfers to another, in
         whole or in part, any of the economic benefits or risks of ownership of
         such shares of Common Stock, whether any such transaction described in
         clause (1) or (2) above is to be settled by delivery of Common Stock or
         other securities, in cash or otherwise, without the prior written
         consent of Lehman Brothers Inc.;

             (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 First Delivery
         Date or the Second Delivery Date, as the case may be, a properly
         completed and executed United States Treasury Department Form W-9.

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

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

             (b) No Underwriter shall have discovered and disclosed to the
         Company on or prior to such Delivery Date that the Registration
         Statement or the Prospectus or any amendment or supplement thereto
         contains an untrue statement of a fact which, in the opinion of Andrews
         & Kurth L.L.P., counsel for the 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 such 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 such 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 each 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 such 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) Counsel for the Selling Stockholders shall have furnished to
         the Underwriter its written opinion, as counsel to the Selling
         Stockholders for whom it is acting as counsel, addressed to the
         Underwriter and dated the First 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 we express
             no 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 Andrews & Kurth
         L.L.P., counsel for the Underwriter, such opinion or opinions, dated
         such Delivery Date, with respect to the issuance and sale of the Stock,
         the Registration Statement, the Prospectus and other related matters as
         the 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 time of execution of this Agreement, 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) With respect to the letter of Deloitte & Touche LLP referred to
         in the preceding paragraph and delivered to the Underwriter,
         concurrently with the execution of this Agreement (the "initial
         letter"), the Company shall have furnished to the Underwriter a letter
         (the "bring-down letter"), addressed to the Underwriter and dated such
         Delivery Date (i) confirming that they are independent public
         accountants within the meaning of the Securities Act and are in
         compliance with the applicable requirements relating to the
         qualification of accountants under Rule 2-01 of Regulation S-X of the
         Commission, (ii) stating, as of the date of the bring-down letter (or,
         with respect to matters involving changes or developments since the
         respective dates as of which specified financial information is given
         in the Prospectus, as of a date not more than five days prior to the
         date of the bring-down letter), the conclusions and findings of such
         firm with respect to the financial information and other matters
         covered by the initial letter and (iii) confirming in all material
         respects the conclusions and findings set forth in the initial letter.

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

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

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

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

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

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

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

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

         All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the 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 or 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 information contained in Section 10(g) or Section 10(f),
         respectively, hereunder. The relative benefits received by the Company
         and the Selling Stockholders on the one hand and the 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
         Underwriters 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 Firm Stock if,
prior to that time, any of the events described in Sections 9(l) or 9(m) hereof,
shall have occurred or if the 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 Lehman Brothers Inc., Syndicate
         Registration Department, 399 Park Avenue, New York, New York 10022,
         (Fax: 212-526-0943), with a copy, in the case of any notice pursuant to
         Section 8(c), to the Director of Litigation, Office of the General
         Counsel, Lehman Brothers Inc., 399 Park Avenue, New York, New York
         10022;

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

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

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 Selling Stockholders shall be entitled to act and
rely upon any request, consent, notice or agreement given or made on behalf of
the Underwriter by Lehman Brothers Inc., and 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.

<PAGE>

         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: /s/ Phil Rykhoek
                                       -----------------------------------------
                                    Name: Phil Rykhoek
                                    Title: 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: /s/ Richard A. Ekleberry
                                                --------------------------------
                                             Name: Richard A. Ekleberry
                                             Title: Vice President


                                    TPG Parallel I, L.P.

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

                                             By: TPG Advisors, Inc.,
                                                 general partner

                                             By: /s/ Richard A. Ekleberry
                                                --------------------------------
                                             Name: Richard A. Ekleberry
                                             Title: Vice President


                                    TPG Partners II, L.P.

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

                                             By: TPG Advisors II, Inc.


                                             By: /s/ Richard A. Ekleberry
                                                --------------------------------
                                             Name: Richard A. Ekleberry
                                             Title: Vice President

                                    TPG Parallel II, L.P.

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

                                             By: TPG Advisors II, Inc.


                                             By: /s/ Richard A. Ekleberry
                                                --------------------------------
                                             Name: Richard A. Ekleberry
                                             Title: Vice President


                                    TPG Investors II, L.P.

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

                                             By: TPG Advisors II, Inc.


                                             By: /s/ Richard A. Ekleberry
                                                --------------------------------
                                             Name: Richard A. Ekleberry
                                             Title: Vice President


                                    TPG 1999 Equity Partners II, L.P.

                                    By:  TPG Advisors II, Inc.


                                    By: /s/ Richard A. Ekleberry
                                       -----------------------------------------
                                    Name: Richard A. Ekleberry
                                    Title: Vice President


Accepted:

LEHMAN BROTHERS INC.




By: /s/ Christopher B. Miller
   -----------------------------------------
     Authorized Representative

<PAGE>
                                   SCHEDULE 1



<TABLE>
-------------------------------------------------------------------------------------------------
                                                                    Number of Shares of Option
                                                                     Stock to be Purchased (if
                                  Number of Shares of Firm Stock       over-allotment option
        Name of Underwriter               to be Purchased                exercised in full)
        -------------------               ---------------                ------------------
<S>                               <C>                               <C>
Lehman Brothers Inc............              2,500,000                          375,000
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                   SCHEDULE 2

<TABLE>
                                                Number of Shares of    Number of Shares of
Name and address of Selling Stockholder              Firm Stock            Option Stock
---------------------------------------         -------------------    -------------------
<S>                                             <C>                    <C>
TPG Partners, L.P.                                       726,971                 109,046

TPG Parallel I, L.P.                                      72,448                  10,867

TPG Partners II, L.P.                                  1,448,931                 217,339

TPG Parallel II, L.P.                                     98,879                  14,832

TPG Investors II, L.P.                                   151,138                  22,671

TPG 1999 Equity Partners II, L.P.                          1,633                     245
                                                           -----                     ---

                  Total                                2,500,000                 375,000
                                                       =========                 =======
</TABLE>


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