El Paso -Petition for Declaratory Relief

Attached is a draft of the declaratory judgment action prepared by Baker
Botts, our outside counsel on this matter. A conscious effort has been made
for the petition to be short and sweet. However, we need to make sure the
underlying facts and the history of the transaction are described properly.

Please take a few moments to review this draft and forward me any comments by
e-mail or fax (713-646-3490).

Thanks.

- Petition for Declaratory Relief.DOC