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                                                                    EXHIBIT 10.1
 
  DESCRIPTION OF CONSULTING ARRANGEMENT BETWEEN THE COMPANY AND JOHN F. GREENE
 
    In February, 1997, the Compensation Committee of the Board of Directors
approved a consulting arrangement between the Company and Mr. John F. Greene, a
director of the Company. Mr. Greene has invested considerable time and effort in
facilitating and furthering the Company's pursuit of Gulf Coast opportunities
and has contributed significantly to the Company's success in this region. The
consulting arrangement is intended to compensate Mr. Greene for these and future
services, based upon an informal agreement to pay Mr. Greene an annual retainer
of $15,000 for services provided in direct connection with the Company's Gulf
Coast activities.
