I attach for your review a draft of the Agency Agreement, redlined against 
the draft Simon Halfin sent us June 9th as well as a clean draft.

I understand from Greg that a few matters are still under discussion, such as 
the payment arrangements, and will need to be worked into the next draft.

Please feel free to call me at 713-221-1414 if you have any questions 
whatsoever.

Best regards,

David A. Tucker
Bracewell & Patterson, L.L.P.
Pennzoil Place, South Tower
711 Louisiana
Houston, Texas 77002
Phone:  (713) 221-1414
Fax:  (713) 221-1212
Email:   dtucker@bracepatt.com

 - #1127382 vRED - NEW AGENCY AGREEMENT.rtf
 - #1127382 v16 - NEW AGENCY AGREEMENT.doc