WEXFORD- Valentis/ CD Holdings

We are trying to do a deal with Valentis Investors LLC (we have an LLC
agreement for this entity) and CD Holdings (I do not have the LLC agreement
for them- do you need?). Valentis is part of Wexford V- a fund owned by
Wexford Capital. Paul Radous has all these linkage documents- he originally
sent them up to Carol.

Valentis and CD Holdings jointly own some oil and gas properties. They would
like to transact a hedge of these properties- they would like to sell natural
gas forward for 8 years.

The total notional on the deal is about 34M.. I have discussed this with Paul
Radous.. he has suggested that we do this deal as a stand alone for the
Valentis and CD Holding entities.. he is requesting initial margin of
2million with a cap of 5 million.

They wanted to do this deal today (actually for the last week)... but we need
to know if there are any legal objections... we will need a deemed ISDA like
AIG.

Please give Paul and I a call when you have a minute.

Thanks,
Caroline