EXHIBIT 1.1

                             UNDERWRITING AGREEMENT




                                 April 18, 2002


Robertson Stephens, Inc.
U.S. Bancorp Piper Jaffray Inc.
As Representatives of the several Underwriters
c/o Robertson Stephens, Inc.
555 California Street, Suite 2600
San Francisco, CA  94104

Ladies and Gentlemen:

     INTRODUCTORY. Landry's Restaurants, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the several underwriters named in
Schedule A (the "Underwriters") an aggregate of 4,750,000 shares of its Common
Stock, par value $0.01 per share (the "Common Shares"), and Tilman J. Fertitta
(the "Principal Selling Stockholder") proposes to sell to the Underwriters an
aggregate of 500,000 Common Shares. The 4,750,000 Common Shares to be sold by
the Company and the 500,000 Common Shares to be sold by the Principal Selling
Stockholder are collectively called the "Firm Shares." In addition, the Company,
the Principal Selling Stockholder and Paul S. West (the "Option Selling
Stockholder" and together with the Principal Selling Stockholder, the "Selling
Stockholders") propose to grant to the Underwriters an option to purchase up to
an aggregate of 787,500 additional shares of Common Stock (the "Option Shares"),
as provided in Section 2 hereof. The Firm Shares and, to the extent such option
is exercised, the Option Shares are hereinafter collectively referred to as the
"Shares." Robertson Stephens, Inc. and U.S. Bancorp Piper Jaffray Inc. have
agreed to act as joint representatives of the several Underwriters (in such
capacity, the "Representatives") in connection with the offering and sale of the
Common Shares.

          The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3
(File No. 333- 75886), for the registration under the Securities Act of 1933 and
the rules and regulations promulgated thereunder (collectively, the "Securities
Act") of the Shares, and the offering thereof from time to time in accordance
with Rule 415 under the Securities Act. Copies of such registration statement
and each amendment thereto, if any, heretofore filed by the Company with the
Commission have been delivered to you.

          The term "Registration Statement" as used in this Agreement shall mean
such registration statements, including all documents incorporated by reference
therein, all exhibits and financial statements, in the form in which it became
effective, and, in the event of any amendment thereto after the effective date
of such registration statement (herein called the "Effective Date"), shall also
mean (from and after the effectiveness of such amendment) such registration
statement as so amended; provided, however, that such term shall also include
(i) all information deemed to be included in such registration statement at the
time such registration statement becomes effective as provided by Rule 430A
under the Securities Act and (ii) any registration statement filed pursuant to
Rule 462(b) under the Securities Act relating to the Shares. The term
"Prospectus" as used in the Agreement shall mean the prospectus, including the
documents incorporated by reference therein, relating to the Shares first filed
with the Commission (as included in the Registration Statement), and, in the
event of any supplement or


amendment to such prospectus after the Effective Date, shall also mean (from and
after the filing with the Commission of such supplement or the effectiveness of
such supplement) such prospectus as so supplemented or amended. The term
"preliminary prospectus" as used in this Agreement shall mean each preliminary
prospectus, including the documents incorporated by reference therein and any
supplement or amendment to such preliminary prospectus used in connection with
the offer of Shares prior to the date hereof. All references in this Agreement
to the Registration Statement, a preliminary prospectus, the Prospectus or any
amendments or supplements to any of the foregoing, shall include any copy
thereof filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").

          The Company and the Selling Stockholders hereby confirm their
respective agreements with the Underwriters as follows:

     SECTION 1.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING
STOCKHOLDERS.

     (a)    Representations and Warranties of the Company and the Principal
Selling Stockholder. The Company and the Principal Selling Stockholder hereby
represent, warrant and covenant to each Underwriter as follows:

     (i)    Compliance with Registration Requirements.  The Registration
Statement has been declared effective by the Commission under the Securities
Act, and no post-effective amendment to the Registration Statement has been
filed as of the date of this Agreement. The Company has complied to the
Commission's satisfaction with all requests of the Commission for additional or
supplemental information. No stop order suspending the effectiveness of the
Registration Statement is in effect and no proceedings for such purpose have
been instituted or are pending or, to the best knowledge of the Company, are
contemplated or threatened by the Commission.

            Each preliminary prospectus and the Prospectus when filed complied
in all material respects with the Securities Act and, if filed by electronic
transmission pursuant to EDGAR (except as may be permitted by Regulation S-T
under the Securities Act), was identical to the copy thereof delivered to the
Underwriters for use in connection with the offer and sale of the Shares. Each
of the Registration Statement and any post-effective amendment thereto, at the
time it became effective and at all subsequent times, complied and will comply
in all material respects with the Securities Act and did not 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. Each preliminary prospectus, as of its date, and the Prospectus, as
amended or supplemented, as of its date and at all subsequent times through the
30th day after the date hereof, did not and will not contain any untrue
statement of a material fact or omit 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 representations and warranties set forth in
the two immediately preceding sentences do not apply to statements in or
omissions from the Registration Statement, or any post-effective amendment
thereto, or from the Prospectus, or any amendments or supplements thereto, made
in reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by the Representatives expressly for use
therein. There are no contracts or other documents required to be described in
the Prospectus or to be filed as exhibits to the Registration Statement which
have not been described or filed as required.

     (ii)   Exchange Act Compliance. The documents incorporated or deemed to be
incorporated by reference in the Prospectus, at the time they were or hereafter
are filed with the Commission, complied and will comply in all material respects
with the requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder (collectively, the "Exchange
Act") and,

                                       2


when read together with the other information in the Prospectus, at the time the
Registration Statement and any amendments thereto become effective and at the
First Closing Date and the Second Closing Date, as the case may be, will not
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 fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

     (iii)  Exchange Act Reports Filed.  The Company has filed all reports
required to be filed pursuant to the Securities Act and the Exchange Act.

     (iv)   Conditions for Use of Form S-3.  The Company has satisfied the
conditions for the use of Form S-3, as set forth in the general instructions
thereto, with respect to the Registration Statement.

     (v)    Offering Materials Furnished to Underwriters.  The Company has
delivered to the Representatives one complete conformed copy of the Registration
Statement and of each consent and certificate of experts filed as a part
thereof, and conformed copies of the Registration Statement (without exhibits)
and preliminary prospectuses and the Prospectus, as amended or supplemented, in
such quantities and at such places as the Representatives have reasonably
requested for each of the Underwriters.

     (vi)   Distribution of Offering Material By the Company.  The Company has
not distributed and will not distribute, prior to the later of the Second
Closing Date (as defined below) and the completion of the Underwriters'
distribution of the Shares, any offering material in connection with the
offering and sale of the Shares other than a preliminary prospectus, the
Prospectus or the Registration Statement.

     (vii)  The Underwriting Agreement.  This Agreement has been duly
authorized, executed and delivered by, and is a valid and binding agreement of,
the Company, enforceable in accordance with its terms, except as rights to
indemnification hereunder may be limited by applicable law and except as the
enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.

     (viii) Authorization of the Shares.  The Shares to be purchased by the
Underwriters from the Company have been duly authorized for issuance and sale
pursuant to this Agreement and, when issued and delivered by the Company
pursuant to this Agreement, will be validly issued, fully paid and
nonassessable.

     (ix)   Authorization of the Shares to be Sold by the Selling Stockholders.
The Common Shares to be purchased by the Underwriters from the Selling
Stockholders, when issued, were validly issued, fully paid and nonassessable.

     (x)   No Applicable Registration or Other Similar Rights.  There are no
persons with registration or other similar rights to have any equity or debt
securities registered for sale under the Registration Statement or included in
the offering contemplated by this Agreement, except for such rights as have been
duly waived.

     (xi)   No Material Adverse Change.  Subsequent to the respective dates as
of which information is given in the Prospectus: (i) there has been no material
adverse change, or any development that could reasonably be expected to result
in a material adverse change, in the condition, financial or otherwise, or in
the earnings, business, operations or prospects, whether or not arising from
transactions in the ordinary course of business, of the Company and its
subsidiaries, considered as one entity (any such change or effect, where the
context so requires, is called a "Material Adverse Change" or a "Material

                                       3


Adverse Effect"); (ii) the Company and its subsidiaries, considered as one
entity, have not incurred any material liability or obligation, indirect, direct
or contingent, not in the ordinary course of business nor entered into any
material transaction or agreement not in the ordinary course of business; and
(iii) except for quarterly dividend payments on the Company's annual dividend
described in the Prospectus, there has been no dividend or distribution of any
kind declared, paid or made by the Company or, except for dividends paid to the
Company or other subsidiaries, any of its subsidiaries on any class of capital
stock or repurchase or redemption by the Company or any of its subsidiaries of
any class of capital stock.

     (xii)  Independent Accountants.  Arthur Andersen LLP, who have expressed
their opinion with respect to the financial statements (which term as used in
this Agreement includes the related notes thereto) and supporting schedules
filed with the Commission as a part of the Registration Statement and included
in the Prospectus, have informed you that they are independent public or
certified public accountants as required by the Securities Act and the Exchange
Act.

     (xiii) Preparation of the Financial Statements.  The financial statements
filed with the Commission as a part of the Registration Statement and included
in the Prospectus present fairly the consolidated financial position of the
Company and its subsidiaries as of and at the dates indicated and the results of
their operations and cash flows for the periods specified. The supporting
schedules included in the Registration Statement present fairly the information
required to be stated therein. Such financial statements have been prepared in
conformity with generally accepted accounting principles as applied in the
United States on a consistent basis throughout the periods involved, except as
may be expressly stated in the related notes thereto. No other financial
statements or supporting schedules are required to be included in the
Registration Statement. The financial data set forth in the Prospectus under the
captions "Summary Consolidated Financial Data", "Selected Consolidated Financial
Data" and "Capitalization" fairly present the information set forth therein on a
basis consistent with that of the audited financial statements contained in the
Registration Statement.

     (xiv)  Company's Accounting System.  The Company and each of its
subsidiaries maintain a system of accounting controls sufficient to provide
reasonable assurances that (i) transactions are executed in accordance with
management's general or specific authorization; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

     (xv)   Subsidiaries of the Company.  The Company does not own or control,
directly or indirectly, any corporation, association or other entity other than
the subsidiaries listed in Exhibit 21 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001.

     (xvi)  Incorporation and Good Standing of the Company and its Subsidiaries.
Each of the Company and its subsidiaries has been duly organized and is validly
existing as a corporation or limited liability company, as the case may be, in
good standing under the laws of the jurisdiction in which it is organized with
full corporate power and authority to own its properties and conduct its
business as described in the prospectus, and is duly qualified to do business as
a foreign corporation and is in good standing under the laws of each
jurisdiction which requires such qualification, except where the failure to be
so qualified would not, singly or in the aggregate, result in a Material Adverse
Effect.

     (xvii) Capitalization of the Subsidiaries.  All the outstanding shares of
capital stock of each subsidiary have been duly and validly authorized and
issued and are fully paid and nonassessable, and, except for certain
restrictions set forth in the Company's credit facility with Bank of America,
N.A.

                                       4


described in the Prospectus, except as otherwise set forth in the Prospectus and
except where the existence of a security interest, claim, lien or encumbrance
would not, singly or in the aggregate, have a Material Adverse Effect, all
outstanding shares of capital stock of the Company's subsidiaries are owned by
the Company either directly or through wholly owned subsidiaries free and clear
of any security interests, claims, liens or encumbrances.

     (xviii)  No Prohibition on Subsidiaries from Paying Dividends or Making
Other Distributions. 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, except as described in or contemplated by the
Prospectus; provided, however, that the Company's subsidiaries are party to
pledge agreements entered into in connection with the Company's credit facility
with Bank of America, N.A. described in the Prospectus, which agreements may
limit their ability to make distributions.

     (xix)    Capitalization and Other Capital Stock Matters.  The authorized,
issued and outstanding capital stock of the Company is as set forth in the
Prospectus under the caption "Capitalization" (other than for subsequent
issuances, if any, pursuant to employee benefit plans described in the
Prospectus or upon exercise of outstanding options described in the Prospectus).
The Common Shares (including the Shares) conform in all material respects to the
description thereof contained in the Prospectus. All of the issued and
outstanding Common Shares have been duly authorized and validly issued, are
fully paid and nonassessable and have been issued in compliance with federal and
state securities laws. None of the outstanding Common Shares were issued in
violation of any preemptive rights, rights of first refusal or other similar
rights to subscribe for or purchase securities of the Company. There are no
authorized or outstanding options, warrants, preemptive rights, rights of first
refusal or other rights to purchase, or equity or debt securities convertible
into or exchangeable or exercisable for, any capital stock of the Company or any
of its subsidiaries other than those accurately described in the Prospectus. The
description of the Company's stock option, stock bonus and other stock plans or
arrangements, and the options or other rights granted thereunder, set forth in
the Prospectus accurately and fairly presents the information required to be
shown with respect to such plans, arrangements, options and rights.

     (xx)     Stock Exchange Listing.  The Common Shares are registered
pursuant to Section 12(b) of the Exchange Act and are listed on the New York
Stock Exchange, and the Company has taken no action designed to, or likely to
have the effect of, terminating the registration of the Common Shares under the
Exchange Act or delisting the Common Shares from the New York Stock Exchange,
nor has the Company received any notification that the Commission or the New
York Stock Exchange is contemplating terminating such registration or listing.
The Shares, upon issuance, will be approved for listing on the New York Stock
Exchange.

     (xxi)    No Consents, Approvals or Authorizations Required.  No consent,
approval, authorization, filing with or order of any court or governmental
agency or regulatory body is required in connection with the transactions
contemplated herein, except such as have been obtained or made under the
Securities Act and such as may be required (i) under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the Shares by
the Underwriters in the manner contemplated here and in the Prospectus and (ii)
by the National Association of Securities Dealers, LLC.

     (xxii)   Non-Contravention of Existing Instruments Agreements.  Neither the
issue and sale of the Shares nor the consummation of any other of the
transactions herein contemplated nor the fulfillment of the terms hereof will
conflict with, result in a breach or violation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, (i) the

                                       5


charter or by-laws of the Company or any of its subsidiaries, (ii) the terms of
any indenture, contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or instrument to
which the Company or any of its subsidiaries is a party or bound or to which its
or their property is subject or (iii) any statute, law, rule, regulation,
judgment, order or decree applicable to the Company or any of its subsidiaries
of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company or any of its
subsidiaries or any of its or their properties, except for such conflicts,
breaches, violations or impositions that would not, singly or in the aggregate,
have a Material Adverse Effect on the Company and except as otherwise set forth
in the Prospectus.

     (xxiii)  No Defaults or Violations.  Neither the Company nor any subsidiary
is in violation or default of (i) any provision of its charter or by-laws, (ii)
the terms of any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation, condition, covenant or
instrument to which it is a party or bound or to which its property is subject
or (iii) any statute, law, rule, regulation, judgment, order or decree of any
court, regulatory body, administrative agency, governmental body, arbitrator or
other authority having jurisdiction over the Company or such subsidiary or any
of its properties, as applicable, except any such violation or default which
would not, singly or in the aggregate, have a Material Adverse Effect on the
Company and except as otherwise disclosed in the Prospectus.

     (xxiv)   No Actions, Suits or Proceedings.  Except as otherwise disclosed
in the Prospectus, no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries or its or their property is pending or, to the best
knowledge of the Company, threatened that (i) could reasonably be expected to
have a Material Adverse Effect on the performance of this Agreement or the
consummation of any of the transactions contemplated hereby or (ii) could
reasonably be expected to result in a Material Adverse Effect.

     (xxv)    All Necessary Permits, Etc.  The Company and each subsidiary
possess such valid and current certificates, authorizations or permits issued by
the appropriate state, federal or foreign regulatory agencies or bodies
necessary to conduct their respective businesses, and neither the Company nor
any subsidiary has received any notice of proceedings relating to the revocation
or modification of, or non-compliance with, any such certificate, authorization
or permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, could result in a Material Adverse Change.

     (xxvi)   Title to Properties.  The Company and each of its subsidiaries has
good and indefeasible title to all the properties and assets reflected as owned
in the financial statements referred to in Section 1(a)(xiii) above (or
elsewhere in the Prospectus), in each case free and clear of any security
interests, mortgages, liens, encumbrances, equities, claims and other defects,
except such as do not materially and adversely affect the value of such property
and do not materially interfere with the use made or proposed to be made of such
property by the Company or such subsidiary. The real property, improvements,
equipment and personal property held under lease by the Company or any
subsidiary are held under valid and enforceable leases, with such exceptions as
are not material and do not materially interfere with the use made or proposed
to be made of such real property, improvements, equipment or personal property
by the Company or such subsidiary.

     (xxvii)  Tax Law Compliance.  The Company and its consolidated subsidiaries
have filed all necessary federal, state and foreign income and franchise tax
returns and have paid all taxes required to be paid by any of them and, if due
and payable, any related or similar assessment, fine or penalty levied against
any of them. The Company has made adequate charges, accruals and reserves in the
applicable financial statements referred to in Section 1(a)(xiii) above in
respect of all federal, state and foreign income and franchise taxes for all
periods as to which the tax liability of the Company or any of its

                                       6


consolidated subsidiaries has not been finally determined. The Company is not
aware of any tax deficiency that has been or might be asserted or threatened
against the Company that could result in a Material Adverse Change.

     (xxviii) Intellectual Property Rights.  Each of the Company and its
subsidiaries owns or possesses adequate rights to use all patents, patent rights
or licenses, inventions, collaborative research agreements, trade secrets, know-
how, trademarks, service marks, trade names and copyrights which are necessary
to conduct its businesses as described in the Registration Statement and
Prospectus and any incorporated document; the expiration of any patents, patent
rights, trade secrets, trademarks, service marks, trade names or copyrights
would not result in a Material Adverse Change that is not otherwise disclosed in
the Prospectus; the Company has not received any notice of, and has no knowledge
of, any infringement of or conflict with asserted rights of the Company by
others with respect to any patent, patent rights, inventions, trade secrets,
know-how, trademarks, service marks, trade names or copyrights; and the Company
has not received any notice of, and has no knowledge of, any infringement of or
conflict with asserted rights of others with respect to any patent, patent
rights, inventions, trade secrets, know-how, trademarks, service marks, trade
names or copyrights which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, might have a Material Adverse Change.
There is no claim being made against the Company regarding patents, patent
rights or licenses, inventions, collaborative research, trade secrets, know-how,
trademarks, service marks, trade names or copyrights. The Company and its
subsidiaries do not in the conduct of their business as now or proposed to be
conducted as described in the Prospectus infringe or conflict with any right or
patent of any third party, or any discovery, invention, product or process which
is the subject of a patent application filed by any third party, known to the
Company or any of its subsidiaries, which such infringement or conflict is
reasonably likely to result in a Material Adverse Change.

     (xxix)   No Transfer Taxes or Other Fees.  There are no transfer taxes or
other similar fees or charges under Federal law or the laws of any state, or any
political subdivision thereof, required to be paid in connection with the
execution and delivery of this Agreement or the issuance and sale by the Company
of the shares.

     (xxx)    Company Not an "Investment Company".  The Company has been advised
of the rules and requirements under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Company is not, and after receipt of
payment for the Shares will not be, an "investment company" or an entity
"controlled" by an "investment company" within the meaning of the Investment
Company Act and will conduct its business in a manner so that it will not become
subject to the Investment Company Act.

     (xxxi)   Insurance.  Each of the Company and its subsidiaries is insured by
recognized, financially sound and reputable institutions with policies in such
amounts and with such deductibles and covering such risks as are generally
deemed adequate and customary for their businesses including, but not limited
to, policies covering real and personal property owned or leased by the Company
and its subsidiaries against theft, damage, destruction, acts of vandalism and
earthquakes, general liability and Directors and Officers liability. The Company
has no reason to believe that it or any subsidiary will not be able (i) to renew
its existing insurance coverage as and when such policies expire or (ii) to
obtain comparable coverage from similar institutions as may be necessary or
appropriate to conduct its business as now conducted and at a cost that would
not result in a Material Adverse Change. Neither of the Company nor any
subsidiary has been denied any insurance coverage which it has sought or for
which it has applied.

     (xxxii)  Labor Matters.  To the best of Company's knowledge, no labor
disturbance by the employees of the Company or any of its subsidiaries exists or
is imminent; and the Company is not aware

                                       7


of any existing or imminent labor disturbance by the employees of any of its
principal suppliers, that might be expected to result in a Material Adverse
Change.

     (xxxiii)  No Price Stabilization or Manipulation.  The Company has not
taken and will not take, directly or indirectly, any action designed to or that
might be reasonably expected to cause or result in stabilization or manipulation
of the price of the Common Stock to facilitate the sale or resale of the Shares.

     (xxxiv)   Lock-up Agreements.  Each of the executive officers and directors
of the Company listed on Schedule B attached hereto has agreed to sign an
agreement substantially in the form attached hereto as Exhibit A (the "Lock-up
Agreements"). The Company has provided to counsel for the Underwriters true,
accurate and complete copies of all of the Lock-up Agreements presently in
effect or effected hereby. The Company hereby represents and warrants that it
will not release any of its officers, directors or other stockholders from any
Lock-up Agreements currently existing or hereafter effected without the prior
written consent of Robertson Stephens, Inc.

     (xxxv)    Related Party Transactions.  There are no business relationships
or related-party transactions involving the Company or any subsidiary or any
other person required to be described in the Prospectus which have not been
described as required.

     (xxxvi)   No Unlawful Contributions or Other Payments.  Neither the Company
nor any of its subsidiaries nor, to the best of the Company's knowledge, any
employee or agent of the Company or any subsidiary, has made any contribution or
other payment to any official of, or candidate for, any federal, state or
foreign office in violation of any law or of the character required to be
disclosed in the Prospectus.

     (xxxvii)  Environmental Laws.  To the best of the Company's knowledge, (i)
the Company is in compliance with all rules, laws and regulations relating to
the use, treatment, storage and disposal of toxic substances and protection of
health or the environment ("Environmental Laws") which are applicable to its
business, except where the failure to comply would not have a Material Adverse
Effect, (ii) the Company has received no notice from any governmental authority
or third party of an asserted claim under Environmental Laws, which claim is
required to be disclosed in the Registration Statement and the Prospectus and
any Incorporated Document, (iii) the Company is not currently aware that it will
be required to make future material capital expenditures to comply with
Environmental Laws and (iv) no property which is owned, leased or occupied by
the Company has been designated as a Superfund site pursuant to the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C. (S) 9601, et seq.), or otherwise designated as a
contaminated site under applicable state or local law.

     (xxxviii)  ERISA Compliance.  The Company and its subsidiaries and any
"employee benefit plan" (as defined under the Employee Retirement Income
Security Act of 1974, as amended, and the regulations and published
interpretations thereunder (collectively, "ERISA")) established or maintained by
the Company, its subsidiaries or their "ERISA Affiliates" (as defined below) are
in compliance in all material respects with ERISA. "ERISA Affiliate" means, with
respect to the Company or a subsidiary, any member of any group of organizations
described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of
1986, as amended, and the regulations and published interpretations thereunder
(the "Code") of which the Company or such subsidiary is a member. No "reportable
event" (as defined under ERISA) has occurred or is reasonably expected to occur
with respect to any "employee benefit plan" established or maintained by the
Company, its subsidiaries or any of their ERISA Affiliates. No "employee benefit
plan" established or maintained by the Company, its subsidiaries or any of their
ERISA Affiliates, if such "employee benefit plan" were terminated, would have
any "amount of

                                       8


unfounded benefit liabilities" (as defined under ERISA). Neither the Company,
its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably
expects to incur any liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from, any "employee benefit plan" or (ii) Sections
412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan" established
or maintained by the Company, its subsidiaries or any of their ERISA Affiliates
that is intended to be qualified under Section 401(a) of the Code is so
qualified and nothing has occurred, whether by action or failure to act, which
would cause the loss of such qualification.

     Any certificate signed by an officer of the Company and delivered to the
Representatives or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to each Underwriter as to the matters
set forth therein.

     (b)    Representations and Warranties of the Selling Stockholders. Each of
the Selling Stockholders (each with respect to himself only and not with respect
to the other) represents, warrants and covenants to each Underwriter as follows:

     (i)    The Underwriting Agreement.  This Agreement has been duly
authorized, executed and delivered by or on behalf of such Selling Stockholder
and is a valid and binding agreement of such Selling Stockholder, enforceable in
accordance with its terms, except as rights to indemnification hereunder may be
limited by applicable law and except as the enforcement hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights and remedies of creditors or by general
equitable principles.

     (ii)   Title to Shares to be Sold.  Such Selling Stockholder is the lawful
owner of the Shares to be sold by such Selling Stockholder hereunder and upon
sale and delivery of, and payment for, such Shares, as provided herein, such
Selling Stockholder will convey good and marketable title to such Shares, free
and clear of all liens, encumbrances, equities and claims whatsoever.

     (iii)  All Authorizations Obtained.  Such Selling Stockholder has, and on
the First Closing Date and the Second Closing Date (as defined below) will have,
good and valid title to all of the Shares that may be sold by such Selling
Stockholder pursuant to this Agreement on such date and has the legal right and
power, and all authorizations and approvals required by law to enter into this
Agreement, to sell, transfer and deliver all of the Shares that may be sold by
such Selling Stockholder pursuant to this Agreement and to comply with his other
obligations hereunder.

     (iv)   No Further Consents, Authorization or Approvals.  No consent,
approval, authorization or order of any court or governmental agency or body is
required for the consummation by such Selling Stockholder of the transactions
contemplated herein, except such as may have been obtained under the Securities
Act or the blue sky laws or any jurisdiction in connection with the purchase and
distribution of the Shares by the Underwriters and such other approvals as have
been obtained.

     (v)    Non-Contravention.  Neither the sale of the securities being sold by
such Selling Stockholder nor the consummation of any other of the transactions
herein contemplated by such Selling Stockholder nor the fulfillment of the terms
hereof by such Selling Stockholder will conflict with, result in a breach or
violation of, or constitute a default under any law or the terms of any
indenture or other agreement or instrument to which such Selling Stockholder is
party or bound, any judgment, order or decree applicable to such Selling
Stockholder or any court or regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over such Selling Stockholder.

     (vi)   No Preemptive, Co-sale or other Rights.  Such Selling Stockholder
does not have, or has waived prior to the date hereof, any preemptive right, co-
sale right or right of first refusal or other similar

                                       9


right to purchase any of the Shares that are to be sold by the Company to the
Underwriters pursuant to this Agreement; and such Selling Stockholder does not
own any warrants, options or similar rights to acquire, and does not have any
right or arrangement to acquire, any capital stock, right, warrants, options or
other securities from the Company, other than those described in the
Registration Statement and the Prospectus.

     (vii)  Disclosure Made by the Selling Stockholders in the Prospectus.  All
information furnished by or on behalf of such Selling Stockholder in writing
expressly for use in the Registration Statement and Prospectus is, and on the
First Closing Date and the Second Closing Date (as defined below) will be, true,
correct, and complete in all material respects, and does not, and on the First
Closing Date and the Second Closing Date will not, contain any untrue statement
of a material fact or omit to state any material fact necessary to make such
information not misleading. Such Selling Stockholder confirms as accurate the
number of Common Shares set forth opposite such Selling Stockholder's name in
the Prospectus under the caption "Selling Stockholder" (both prior to and after
giving effect to the sale of the Shares).

     (viii) No Price Stabilization or Manipulation.  Such Selling Stockholder
has not taken and will not take, directly or indirectly, any action designed to
or that might be reasonably expected to cause or result in stabilization or
manipulation of the price of the Common Stock to facilitate the sale or resale
of the Shares.

     (ix)   No Transfer Taxes or Other Fees.  There are no transfer taxes or
other similar fees or charges under Federal law or the laws of any state, or any
political subdivision thereof, required to be paid in connection with the
execution and delivery of this Agreement or the sale by such Selling Stockholder
of the Shares.

     (x)    Distribution of Offering Materials by the Selling Stockholders.
Such Selling Stockholder has not distributed and will not distribute, prior to
the later of the Second Closing Date (as defined below) and the completion of
the Underwriters' distribution of the Shares, any offering material in
connection with the offering and sale of the Shares by such Selling Stockholder
other than a preliminary prospectus, the Prospectus or the Registration
Statement.

            Any certificate signed by or on behalf of such Selling Stockholder
and delivered to the Representatives or to counsel for the Underwriters shall be
deemed to be a representation and warranty by such Selling Stockholder to each
Underwriter as to the matters covered thereby.

     SECTION 2.  PURCHASE, SALE AND DELIVERY OF THE SHARES.

     (a)    The Firm Shares.  Upon the terms herein set forth, (i) the Company
agrees to issue and sell to the several Underwriters an aggregate of 4,750,000
Firm Shares and (ii) the Principal Selling Stockholder agrees to sell to the
several Underwriters an aggregate of 500,000 Firm Shares. On the basis of the
representations, warranties and agreements herein contained, and upon the terms
but subject to the conditions herein set forth, the Underwriters agree,
severally and not jointly, to purchase from the Company and the Principal
Selling Stockholder the number of Firm Shares set forth opposite their names on
Schedule A. The purchase price per Firm Share to be paid by the several
Underwriters to the Company and the Principal Selling Stockholder shall be
$25.175 per share.

     (b)    The First Closing Date.  Delivery of the Firm Shares to be
purchased by the Underwriters and payment therefor shall be made by the Company
and the Representatives at 6:00 a.m. San Francisco time, at the offices of
Haynes and Boone, L.L.P., Houston, Texas (or such other place and time as may be
agreed upon among the Representatives and the Company), (i) on the third (3rd)
full business day

                                       10


following the first day that Shares are traded, (ii) if this Agreement is
executed and delivered after 1:30 p.m. San Francisco time, the fourth (4th) full
business day following the day that this Agreement is executed and delivered or
(iii) at such other time and date not later that seven (7) full business days
following the first day that Shares are traded as the Representatives and the
Company may determine (or at such time and date to which payment and delivery
shall have been postponed pursuant to Section 8 hereof), such time and date of
payment and delivery being herein called the "First Closing Date;" provided,
however, that if the Company has not made available to the Representatives
copies of the Prospectus within the time provided in Section 2(g) and 3(e)
hereof, the Representatives may, in their sole discretion, postpone the Closing
Date until no later that two (2) full business days following delivery of copies
of the Prospectus to the Representatives.

     (c) The Option Shares; the Second Closing Date. In addition, on the basis
of the representations, warranties and agreements herein contained, and upon the
terms but subject to the conditions herein set forth, the Company and the
Selling Stockholders hereby grant an option to the several Underwriters to
purchase, severally and not jointly, up to an aggregate of 787,500 Option Shares
from the Company and the Selling Stockholders at the purchase price per share to
be paid by the Underwriters for the Firm Shares. In the event that such option
is exercised in full, (i) the Company shall sell an aggregate of 647,500 Option
Shares, (ii) the Principal Selling Stockholder shall sell an aggregate of
100,000 Option Shares and (iii) the Option Selling Stockholder shall sell an
aggregate of 40,000 Option Shares, unless the Principal Selling Stockholder
gives notice to you and the Company, within one (1) day from the receipt of
notice by the Company and the Selling Stockholders of the exercise of such
option, that the Principal Selling Stockholder elects to sell in the aggregate
either more or less than the 100,000 Option Shares and/or the Principal Selling
Stockholder elects to reduce the number of Option Shares that may be sold by the
Option Selling Stockholder specifying such greater or lesser number of Option
Shares elected to be sold by the Principal Selling Stockholder and, if
applicable, specifying such lesser number of Option Shares that may be sold by
the Option Selling Stockholder, in which case (x) the Principal Selling
Stockholder shall sell such greater or lesser number of Option Shares specified
in such notice (but not to exceed, when aggregated with the number of shares to
be sold by the Option Selling Stockholder, forty-nine percent (49%) of the
Option Shares for which such option is exercised) and, if such notice shall
provide, the Option Selling Stockholder shall sell such lesser number of Option
Shares specified in such notice and (y) the Company shall sell a number of
Option Shares equal to 787,500 minus the number of Option Shares in the
aggregate to be sold by the Option Selling Stockholder and the Principal Selling
Stockholder, as specified in the immediately preceding clause (x). In the event
that such option is exercised for less than 787,500 shares, the number of Option
Shares to be sold by the Company, the Principal Selling Stockholder and the
Option Principal Selling Stockholder, will be proportionately reduced unless the
Principal Selling Stockholder gives notice to you and the Company, within one
(1) day from the receipt of notice by the Company and the Selling Stockholders
of the exercise of such option, that the Principal Selling Stockholder elects to
sell a number of Option Shares specified in such notice not to exceed the number
of Option Shares for which such option is exercised (less the number of Option
Shares to be sold by the Option Selling Stockholder, which by such notice, the
Principal Selling Stockholder may reduce), in which case the Principal Selling
Stockholder shall sell the number of Option Shares specified in the Principal
Selling Stockholder's notice, the Option Selling Stockholder shall sell his
proportionate share of Option Shares or, if applicable, the reduced number of
Option Shares specified in the Principal Stockholder's notice, and the Company
shall sell a number of Option Shares equal to the difference, if any, between
the number of Option Shares for which such option is exercised and the sum of
the number of Option Shares to be sold by the Option Selling Stockholder and the
number of Option Shares to be sold by the Principal Stockholder specified in the
Principal Selling Stockholder's notice. The option granted hereunder is for use
by the Underwriters solely in covering any over-allotments in connection with
the sale and distribution of the Firm Shares. The option granted hereunder may
be exercised at any time upon notice by the Representatives to the Company,
which notice may be given at any time within 30 days from the date of this
Agreement. The time and date of delivery of the Option Shares, if subsequent to
the First Closing Date, is called the "Second Closing Date" and shall be
determined by the Representatives and shall not be earlier than three nor later
than five full business days after delivery of such notice of exercise. If any
Option Shares are to be purchased, (i) each Underwriter agrees, severally and
not jointly, to purchase the number of Option Shares (subject to such
adjustments to eliminate fractional shares as the Representatives may determine)
that bears the same proportion to the total number of Option Shares to be
purchased as the number of Firm Shares set forth on Schedule A opposite the name
of such Underwriter bears to the total number of Firm Shares. The
Representatives

                                       11


may cancel the option at any time prior to its expiration by giving written
notice of such cancellation to the Company and the Selling Stockholders.
Notwithstanding anything to the contrary herein, the Company shall in no event
sell less than a majority of the Option Shares for which such option is
exercised.

     (d)    Public Offering of the Shares.  The Representatives hereby advise
the Company and the Selling Stockholders that the Underwriters intend to offer
for sale to the public, as described in the Prospectus, their respective
portions of the Shares as soon after this Agreement has been executed and the
Registration Statement has been declared effective as the Representatives, in
their sole judgment, have determined is advisable and practicable.

     (e)    Payment for the Shares.  Payment for the Shares to be sold by the
Company shall be made at the First Closing Date (and, if applicable, at the
Second Closing Date) by wire transfer of immediately available funds to the
order of the Company.  Payment for the Shares to be sold by the Principal
Selling Stockholder shall be made at the First Closing Date (and, if applicable,
at the Second Closing Date) by wire transfer of immediately available funds to
the order of the Principal Selling Stockholder.  Payment for the Option Shares
to be sold by the Option Selling Stockholder, if applicable, shall be made at
the First Closing Date (and, if applicable, at the Second Closing Date) by wire
transfer of immediately available funds to the order of the Option Selling
Stockholder.

            It is understood that the Representatives have been authorized, for
their own account and the accounts of the several Underwriters, to accept
delivery of and receipt for, and make payment of the purchase price for, the
Firm Shares and any Option Shares the Underwriters have agreed to purchase.
Robertson Stephens, Inc., individually and not as the Representative of the
Underwriters, may (but shall not be obligated to) make payment for any Shares to
be purchased by any Underwriter whose funds shall not have been received by the
Representatives by the First Closing Date or the Second Closing Date, as the
case may be, for the account of such Underwriter, but any such payment shall not
relieve such Underwriter from any of its obligations under this Agreement.

            The Principal Selling Stockholder and the Option Principal Selling
Stockholder each hereby agrees that he will pay all stock transfer taxes, stamp
duties and other similar taxes, if any, payable upon the sale or delivery of the
Shares to be sold by such Selling Stockholder to the several Underwriters, or
otherwise in connection with the performance of such Selling Stockholder's
obligations hereunder.

     (f)    Delivery of the Shares.  The Company and the Principal Selling
Stockholder shall deliver, or cause to be delivered the Firm Shares to an
account or accounts at The Depository Trust Company as designated by the
Representatives for the accounts of the Representatives and the several
Underwriters at the First Closing Date, against the irrevocable release of a
wire transfer of immediately available funds for the amount of the purchase
price therefor. The Company and the Selling Stockholders shall also deliver, or
cause to be delivered the Option Shares to an account or accounts at The
Depository Trust Company as designated by the Representatives for the accounts
of the Representatives and the several Underwriters, at the First Closing Date
or the Second Closing Date, as the case may be, against the irrevocable release
of a wire transfer of immediately available funds for the amount of the purchase
price therefor. Time shall be of the essence, and delivery at the time and place
specified in this Agreement is a further condition to the obligations of the
Underwriters.

     (g)    Delivery of Prospectus to the Underwriters.  Not later than 12:00
noon on the second business day following the date the Shares are released by
the Underwriters for sale to the public, the Company shall deliver or cause to
be delivered copies of the Prospectus in such quantities and at such places as
the Representatives shall request.

     SECTION 3.  COVENANTS OF THE COMPANY AND THE SELLING STOCKHOLDERS.

                                       12


     (a)    Covenants of the Company.  The Company further covenants and agrees
with each Underwriter as follows:

     (i)   Registration Statement Matters.  The Company will (i) prepare and
timely file with the Commission under Rule 424(b) under the Securities Act a
Prospectus in a form approved by the Representatives containing information
previously omitted at the time of effectiveness of the Registration Statement in
reliance on Rule 430A of the Securities Act and (ii) not file any amendment to
the Registration Statement or supplement to the Prospectus of which the
Representatives shall not previously have been advised and furnished with a copy
or to which the Representatives shall have reasonably objected in writing or
which is not in compliance with the Securities Act. If the Company elects to
rely on Rule 462(b) under the Securities Act, the Company shall file a Rule
462(b) Registration Statement with the Commission in compliance with Rule 462(b)
under the Securities Act prior to the time confirmations are sent or given, as
specified by Rule 462(b)(2) under the Securities Act, and shall pay the
applicable fees in accordance with Rule 111 under the Securities Act.

     (ii)   Securities Act Compliance.  The Company will advise the
Representatives promptly (i) when the Registration Statement or any post-
effective amendment thereto shall have become effective, (ii) of receipt of any
comments from the Commission, (iii) of any request of the Commission for
amendment of the Registration Statement or for supplement to the Prospectus or
for any additional information and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the use
of the Prospectus or of the institution of any proceedings for that purpose. The
Company will use its best efforts to prevent the issuance of any such stop order
preventing or suspending the use of the Prospectus and to obtain as soon as
possible the lifting thereof, if issued.

     (iii)  Blue Sky Compliance.  The Company will cooperate with the
Representatives and counsel for the Underwriters in endeavoring to qualify the
Shares for sale under the securities laws of such jurisdictions (both national
and foreign) as the Representatives may reasonably have designated in writing
and will make such applications, file such documents, and furnish such
information as may be reasonably required for that purpose, provided 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 where it is not now so
qualified or required to file such a consent.  The Company will, from time to
time, prepare and file such statements, reports and other documents, as are or
may be required to continue such qualifications in effect for so long a period
as the Representatives may reasonably request for distribution of the Shares.

     (iv)   Amendments and Supplements to the Prospectus and Other Securities
Act Matters. The Company will comply with the Securities Act and the Exchange
Act, and the rules and regulations of the Commission thereunder, so as to permit
the completion of the distribution of the Shares as contemplated in this
Agreement and the Prospectus. If during the period in which a prospectus is
required by law to be delivered by an Underwriter or dealer, any event shall
occur as a result of which, in the judgment of the Company or in the reasonable
opinion of the Representatives or counsel for the Underwriters, it becomes
necessary to amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances existing at the time the Prospectus
is delivered to a purchaser, not misleading, or, if it is necessary at any time
to amend or supplement the Prospectus to comply with any law, the Company
promptly will prepare and file with the Commission, and furnish at its own
expense to the Underwriters and to dealers, an appropriate amendment to the
Registration Statement or supplement to the Prospectus so that the Prospectus as
so amended or supplemented will not, in the light of the circumstances when it
is so delivered, be misleading, or so that the Prospectus will comply with the
law.

     (v) Copies of any Amendments and Supplements to the Prospectus.  The
Company agrees to furnish the Representatives, without charge, during the period
beginning on the date hereof and ending on the later of the First Closing Date
or such date, as in the opinion of counsel for the Underwriters, the

                                       13


Prospectus is no longer required by law to be delivered in connection with sales
by an Underwriter or dealer (the "Prospectus Delivery Period"), as many copies
of the Prospectus and any amendments and supplements thereto (including any
documents incorporated or deemed incorporated by reference therein) as the
Representatives may request.

     (vi)   Notice of Subsequent Events.  If at any time during the ninety (90)
day period after the Registration Statement becomes effective, any rumor,
publication or event relating to or affecting the Company shall occur as a
result of which, in your opinion, the market price of the Common Shares has been
or is likely to be materially affected (regardless of whether such rumor,
publication or event necessitates a supplement to or amendment of the
Prospectus), the Company will, after written notice from you advising the
Company to the effect set forth above, forthwith prepare, consult with you
concerning the substance of and disseminate a press release or other public
statement, reasonably satisfactory to you, responding to or commenting on such
rumor, publication or event.

     (vii)  Insurance.  The Company shall maintain in full force and effect a
Directors and Officers liability insurance policy in the minimum amount of $10
million which shall apply to the offering contemplated hereby.

     (viii) Use of Proceeds.  The Company shall apply the net proceeds from the
sale of the Shares sold by it in the manner described under the caption "Use of
Proceeds" in the Prospectus.

     (ix)   Earnings Statement.  As soon as practicable, the Company will make
generally available to its security holders and to the Representatives an
earnings statement (which need not be audited) covering a period of 12
consecutive months beginning after the effective date of the Registration
Statement that satisfies the provisions of Section 11(a) of the Securities Act.

     (x)    Periodic Reporting Obligations.  During the Prospectus Delivery
Period the Company shall file, on a timely basis, with the Commission and the
New York Stock Exchange all reports and documents required to be filed under the
Exchange Act.

     (xi)   Agreement Not to Offer or Sell Additional Securities. The Company
will not offer, sell or contract to sell, or otherwise dispose of or enter into
any transaction which is designed to, or could be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due
to cash settlement or otherwise by the Company or any affiliate of the Company
or any person in privity with the Company or any affiliate of the Company)
directly or indirectly, or announce the offering of, any other Common Shares or
any securities convertible into, or exchangeable for, Common Shares; provided,
however, that the Company may (i) issue and sell Common Shares pursuant to any
director or employee stock option plan, stock ownership plan or dividend
reinvestment plan of the Company in effect at the date of the Prospectus and
described in the Prospectus so long as none of those shares may be transferred
and the Company shall enter stop transfer instructions with its transfer agent
and registrar against the transfer of any such Common Shares and (ii) the
Company may issue Common Shares issuable upon the conversion of securities or
the exercise of warrants outstanding at the date of the Prospectus and described
in the Prospectus. These restrictions terminate after the close of trading of
the Shares on the 90th day of (and including) the day the Shares commenced
trading on New York Stock Exchange (the "Lock-up Period").

     (xii)  Future Reports to the Representatives.  During the period of five
years hereafter the Company will furnish to the Representatives (i) as soon as
practicable after the end of each fiscal year, copies of the Annual Report of
the Company containing the balance sheet of the Company as of the close of such
fiscal year and statements of income, stockholders' equity and cash flows for
the year then ended and the opinion thereon of the Company's independent public
or certified public accountants; (ii) as soon

                                       14


as practicable after the filing thereof, copies of each proxy statement, Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K
or other report filed by the Company with the Commission, the National
Association of Securities Dealers, LLC or any securities exchange; and (iii) as
soon as available, copies of any report or communication of the Company mailed
generally to holders of its capital stock.

     (xiii) Exchange Act Compliance. During the Prospectus Delivery Period, the
Company will file all documents required to be filed with the Commission
pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within
the time periods required by the Exchange Act.

     (b)    Covenants of the Selling Stockholders.  Each of the Selling
Stockholders (each with respect to himself and not with respect to the other)
further covenants and agrees with each Underwriter:

     (i)    Agreement Not to Offer or Sell Additional Securities.  Such Selling
Stockholder will execute and comply with the terms of the Lock-up Agreement. The
terms of the Lock-up Agreement to be executed by the Principal Selling
Stockholder shall apply to the Common Shares held by Hospitality Entertainment,
L.L.C.

     (ii)   Delivery of Form W-9.  To deliver to the Representatives prior to
the First Closing Date a properly completed and executed United States Treasury
Department Form W-9.

     (iii)  Notification of Untrue Statements, etc.  If, at any time prior to
the date on which the distribution of the Common Shares as contemplated herein
and in the Prospectus has been completed, as determined by the Representatives,
such Selling Stockholder has knowledge of the occurrence of any event as a
result of which the Prospectus or the Registration Statement, in each case as
then amended or supplemented, would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, such Selling Stockholder will promptly notify the Company and the
Representatives.

     SECTION 4.  CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS.  The
obligations of the several Underwriters to purchase and pay for the Shares as
provided herein on the First Closing Date and, with respect to the Option
Shares, the Second Closing Date, shall be subject to the accuracy of the
representations and warranties on the part of the Company and the Selling
Stockholders set forth in Sections 1(a) and 1(b) hereof as of the date hereof
and as of the First Closing Date as though then made and, with respect to the
Option Shares, as of the Second Closing Date as though then made, to the timely
performance by the Company and the Selling Stockholders of their respective
covenants and other obligations hereunder, and to each of the following
additional conditions:

     (a)    Compliance with Registration Requirements; No Stop Order; No
Objection from the National Association of Securities Dealers, LLC. The
Registration Statement shall have become effective prior to the execution of
this Agreement, or at such later date as shall be consented to in writing by
you; and no stop order suspending the effectiveness thereof shall have been
issued and no proceedings for that purpose shall have been initiated or, to the
knowledge of the Company, the Selling Stockholders or any Underwriter,
threatened by the Commission, and any request of the Commission for additional
information (to be included in the Registration Statement or the Prospectus or
any incorporated document or otherwise) shall have been complied with to the
satisfaction of Underwriters' Counsel; and the National Association of
Securities Dealers, LLC shall have raised no objection to the fairness and
reasonableness of the underwriting terms and arrangements.

     (b)    Corporate Proceedings.  All corporate proceedings and other legal
matters in connection with this Agreement, the form of Registration Statement
and the Prospectus, and the registration,

                                       15


authorization, issue, sale and delivery of the Shares, shall have been
reasonably satisfactory to Underwriters' Counsel, and such counsel shall have
been furnished with such papers and information as they may reasonably have
requested to enable them to pass upon the matters referred to in this Section.

     (c)    No Material Adverse Change. Subsequent to the execution and delivery
of this Agreement and prior to the First Closing Date, or the Second Closing
Date, as the case may be, there shall not have been any Material Adverse Change
in the condition (financial or otherwise), earnings, operations, business or
business prospects of the Company and its subsidiaries considered as one
enterprise from that set forth in the Registration Statement or Prospectus,
which, in your sole judgment, is material and adverse and that makes it, in your
sole judgment, impracticable or inadvisable to proceed with the public offering
of the Shares as contemplated by the Prospectus.

     (d)    Opinion of Counsel for the Company.  You shall have received on the
First Closing Date, or the Second Closing Date, as the case may be, an opinion
of Haynes and Boone, L.L.P., counsel for the Company, substantially in the form
of Exhibit B attached hereto, dated the First Closing Date, or the Second
Closing Date, addressed to the Underwriters and with reproduced copies or signed
counterparts thereof for each of the Underwriters.

            Counsel rendering the opinion contained in Exhibit B may rely as to
questions of law not involving the laws of the United States or the State of
Texas or Delaware corporate law upon opinions of local counsel, and as to
questions of fact upon representations or certificates of officers of the
Company, the Selling Stockholders and of government officials, in which case
their opinion is to state that they are so relying and that they have no
knowledge of any material misstatement or inaccuracy in any such opinion,
representation or certificate. Copies of any opinion, representation or
certificate so relied upon shall be delivered to you, as Representatives of the
Underwriters, and to Underwriters' Counsel.

     (e)    Opinion of Counsel for the Underwriters.  You shall have received on
the First Closing Date or the Second Closing Date, as the case may be, an
opinion of Latham & Watkins, counsel for the Underwriters, in form and substance
reasonably satisfactory to the Representatives, with respect to the sufficiency
of all corporate proceedings and other legal matters relating to this Agreement
and the transactions contemplated hereby as the Representatives may reasonably
require. The Company shall have furnished such counsel such documents as they
may have requested for the purpose of enabling them to pass upon such matters.

     (f)    Accountants' Comfort Letter.  You shall have received on the First
Closing Date and on the Second Closing Date, as the case may be, a letter from
Arthur Andersen LLP addressed to the Underwriters, dated the First Closing Date
or the Second Closing Date, as the case may be, confirming that they are
independent certified public accountants with respect to the Company within the
meaning of the Securities Act and the applicable published Rules and Regulations
and based upon the procedures described in such letter delivered to you
concurrently with the execution of this Agreement (herein called the "Original
Letter"), but carried out to a date not more than four (4) business days prior
to the First Closing Date or the Second Closing Date, as the case may be, (i)
confirming, to the extent true, that the statements and conclusions set forth in
the Original Letter are accurate as of the First Closing Date or the Second
Closing Date, as the case may be, and (ii) setting forth any revisions and
additions to the statements and conclusions set forth in the Original Letter
which are necessary to reflect any changes in the facts described in the
Original Letter since the date of such letter, or to reflect the availability of
more recent financial statements, data or information. The letter shall not
disclose any change in the condition (financial or otherwise), earnings,
operations, business or business prospects of the Company and its subsidiaries
considered as one enterprise from that set forth in the Registration Statement
or Prospectus, which, in your sole judgment, is material and adverse and that
makes it, in your sole judgment, impracticable or inadvisable to proceed with
the public offering of the Shares as contemplated by the

                                       16


Prospectus. The Original Letter from Arthur Andersen LLP shall be addressed to
or for the use of the Underwriters in form and substance satisfactory to the
Underwriters. In addition, you shall have received from Arthur Andersen LLP a
letter addressed to the Company and made available to you for the use of the
Underwriters stating that their review of the Company's system of internal
accounting controls, to the extent they deemed necessary in establishing the
scope of their examination of the Company's consolidated financial statements as
of December 31, 2001, did not disclose any weaknesses in internal controls that
they considered to be material weaknesses.

     (h)    Officers' Certificate.  You shall have received on the First Closing
Date and the Second Closing Date, as the case may be, a certificate of the
Company, dated the First Closing Date or the Second Closing Date, as the case
may be, signed by the Chief Executive Officer and Chief Financial Officer of the
Company, to the effect that, and you shall be satisfied that:

     (i)    The representations and warranties of the Company in this Agreement
     are true and correct, as if made on and as of the First Closing Date or the
     Second Closing Date, as the case may be, and the Company has complied with
     all the agreements and satisfied all the conditions on its part to be
     performed or satisfied at or prior to the First Closing Date or the Second
     Closing Date, as the case may be;

     (ii)   No stop order suspending the effectiveness of the Registration
     Statement has been issued and no proceedings for that purpose have been
     instituted or are pending or threatened under the Securities Act;

     (iii)  When the Registration Statement became effective and at all times
     subsequent thereto up to the delivery of such certificate, the Registration
     Statement and the Prospectus, and any amendments or supplements thereto and
     the incorporated documents, when such incorporated documents became
     effective or were filed with the Commission, contained all material
     information required to be included therein by the Securities Act or the
     Exchange Act and the applicable rules and regulations of the Commission
     thereunder, as the case may be, and in all material respects conformed to
     the requirements of the Securities Act or the Exchange Act and the
     applicable rules and regulations of the Commission thereunder, as the case
     may be, the Registration Statement and the Prospectus, and any amendments
     or supplements thereto, did not and does not include 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; and,
     since the effective date of the Registration Statement, there has occurred
     no event required to be set forth in an amended or supplemented Prospectus
     which has not been so set forth; and

     (iv)   Subsequent to the respective dates as of which information is given
     in the Registration Statement and Prospectus, there has not been (a) any
     material adverse change in the condition (financial or otherwise),
     earnings, operations, business or business prospects of the Company and its
     subsidiaries considered as one enterprise, (b) any transaction that is
     material to the Company and its subsidiaries considered as one enterprise,
     except transactions entered into in the ordinary course of business, (c)
     any obligation, direct or contingent, that is material to the Company and
     its subsidiaries considered as one enterprise, incurred by the Company or
     its subsidiaries, except obligations incurred in the ordinary course of
     business, (d) any change in the capital stock or outstanding indebtedness
     of the Company or any of its subsidiaries that is material to the Company
     and its subsidiaries considered as one enterprise, (e) except for quarterly
     dividend payments on the Company's annual dividend described in the
     Prospectus, any dividend or distribution of any kind declared, paid or made
     on the capital stock of the Company or any of its subsidiaries, or (f) any
     loss or damage (whether or not insured) to the property of the Company or
     any of its subsidiaries which has been sustained or will have been
     sustained which has a material

                                       17


     adverse effect on the condition (financial or otherwise), earnings,
     operations, business or business prospects of the Company and its
     subsidiaries considered as one enterprise.

     (i)    Lock-up Agreement from Certain Stockholders of the Company.  The
Company shall have obtained and delivered to you an agreement substantially in
the form of Exhibit A attached hereto dated the date hereof from each executive
officer and director of the Company set forth on Schedule B attached hereto.

     (j)    Opinion of Counsel for the Selling Stockholders.  You shall have
received on the First Closing Date and the Second Closing Date, as the case may
be, an opinion of Haynes and Boone, L.L.P., counsel for each of the Selling
Stockholders, substantially in the form of Exhibit C hereto.

            In rendering such opinion, such counsel may rely as to questions of
law not involving the laws of the United States or State of Texas or Delaware
corporate law upon opinions of local counsel and as to questions of fact upon
representations or certificates of the Selling Stockholders and of governmental
officials, in which case their opinion is to state that they are so relying and
that they have no knowledge of any material misstatement or inaccuracy of any
material misstatement or inaccuracy in any such opinion, representation or
certificate so relied upon shall be delivered to you, as Representatives of the
Underwriters, and to Underwriters' Counsel.

     (k)    Selling Stockholder Certificates.  On each of the First Closing
Date and the Second Closing Date, as the case may be, the Representatives shall
have received a written certificate executed by each Selling Stockholder, dated
as of such Closing Date, to the effect that:

     (i)    the representations, warranties and covenants of such Selling
     Stockholder set forth in Section 1(b) of this Agreement are true and
     correct with the same force and effect as though expressly made by such
     Selling Stockholder on and as of such Closing Date; and

     (ii)   such Selling Stockholder has complied with all the agreements and
     satisfied all the conditions on its part to be performed or satisfied at or
     prior to such Closing Date.

     (l)    Selling Stockholder Documents.  At least three business days
prior to the date hereof, the Company and the Selling Stockholders shall have
furnished for review by the Representatives such information, certificates and
documents as the Representatives may reasonably request.

     (m)    Stock Exchange Listing.  The Shares shall have been approved for
listing on the New York Stock Exchange, subject only to official notice of
issuance.

     (n)    Compliance with Prospectus Delivery Requirements.  The Company shall
have complied with the provisions of Sections 2(g) and 3(e) hereof with respect
to the furnishing of Prospectuses.

     (o)    Additional Documents.  On or before each of the First Closing Date
and the Second Closing Date, as the case may be, the Representatives and counsel
for the Underwriters shall have received such information, documents and
opinions as they may reasonably require for the purposes of enabling them to
pass upon the issuance and sale of the Shares as contemplated herein, or in
order to evidence the accuracy of any of the representations and warranties, or
the satisfaction of any of the conditions or agreements, herein contained.

            If any condition specified in this Section 4 is not satisfied when
and as required to be satisfied, this Agreement may be terminated by the
Representatives by notice to the Company and the Selling Stockholders at any
time on or prior to the First Closing Date and, with respect to the Option

                                       18


Shares, at any time prior to the Second Closing Date, which termination shall be
without liability on the part of any party to any other party, except that
Section 5 (Payment of Expenses), Section 6 (Reimbursement of Underwriters'
Expenses), Section 7 (Indemnification and Contribution) and Section 10
(Representations and Indemnities to Survive Delivery) shall at all times be
effective and shall survive such termination.

     SECTION 5.  PAYMENT OF EXPENSES.  The Company agrees to pay all costs,
fees and expenses incurred in connection with the performance of the Company's
and the Selling Stockholders' obligations hereunder and in connection with the
transactions contemplated hereby, including without limitation (i) all expenses
incident to the issuance and delivery of the Common Shares (including all
printing and engraving costs), (ii) all fees and expenses of the registrar and
transfer agent of the Common Shares, (iii) all necessary issue, transfer and
other stamp taxes in connection with the issuance and sale of the Shares to the
Underwriters, (iv) all fees and expenses of the Company's counsel, independent
public or certified public accountants and other advisors, (v) all costs and
expenses incurred in connection with the preparation, printing, filing, shipping
and distribution of the Registration Statement (including financial statements,
exhibits, schedules, consents and certificates of experts), each preliminary
prospectus and the Prospectus, and all amendments and supplements thereto, and
this Agreement, (vi) all filing fees, attorneys' fees and expenses incurred by
the Company and all reasonable filing fees, attorneys' fees and expenses
incurred by the Underwriters in connection with qualifying or registering (or
obtaining exemptions from the qualification or registration of) all or any part
of the Shares for offer and sale under the state securities or blue sky laws or
any other country, and, if requested by the Representatives, preparing and
printing a "Blue Sky Survey", an "International Blue Sky Survey" or other
memorandum, and any supplements thereto, advising the Underwriters of such
qualifications, registrations and exemptions, (vii) the filing fees incident to,
and the reasonable fees and expenses of counsel for the Underwriters in
connection with, the National Association of Securities Dealers, LLC review and
approval of the Underwriters' participation in the offering and distribution of
the Common Shares, (viii) the fees and expenses associated with listing the
Common Shares on the New York Stock Exchange, (ix) all costs and expenses
incident to the travel and accommodation of the Company's employees on the
"roadshow", and (x) all other fees, costs and expenses referred to in Part II of
the Registration Statement. Except as provided in this Section 5, Section 6, and
Section 7 hereof, the Underwriters shall pay their own expenses, including the
fees and disbursements of their counsel. In addition, in the event the Company
and the Underwriters elect to use aircraft owned by the Company for the purpose
of travel in connection with the "roadshow," the Underwriters shall be
responsible for their portion of the reasonable expenses incurred by the Company
for the use of such aircraft and shall be invoiced for such expenses by the
Company.

            The Selling Stockholders further agree with each Underwriter to pay
(directly or by reimbursement) all fees and expenses incident to the performance
of their obligations under this Agreement which are not otherwise specifically
provided for herein, including but not limited to (i) fees and expenses of
counsel and other advisors for the Selling Stockholders and (ii) expenses and
taxes incident to the sale and delivery of the Common Shares to be sold by the
Selling Stockholders to the Underwriters hereunder.

            This Section 5 shall not affect or modify any separate, valid
agreement relating to the allocation of payment of expenses between the Company,
on the one hand, and the Selling Stockholders, on the other hand.

     SECTION 6.  REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If this Agreement is
terminated by the Representatives pursuant to Section 4, Section 8, Section 9 or
Section 15, or if the sale to the Underwriters of the Shares on the First
Closing Date is not consummated because of any refusal, inability or failure on
the part of the Company or the Selling Stockholders to perform any agreement
herein or to

                                       19


comply with any provision hereof, the Company agrees to reimburse the
Representatives and the other Underwriters (or such Underwriters as have
terminated this Agreement with respect to themselves), severally, upon demand
for all out-of-pocket expenses that shall have been reasonably incurred by the
Representatives and the Underwriters in connection with the proposed purchase
and the offering and sale of the Shares, including but not limited to fees and
disbursements of counsel, printing expenses, travel and accommodation expenses,
postage, facsimile and telephone charges.

     SECTION 7.  INDEMNIFICATION AND CONTRIBUTION.

     (a)    Indemnification of the Underwriters.  The Company and the Selling
Stockholders, jointly and severally, agree to indemnify and hold harmless each
Underwriter, its officers and employees, and each person, if any, who controls
any Underwriter within the meaning of the Securities Act and the Exchange Act
against any loss, claim, damage, liability or expense, as incurred, to which
such Underwriter or such controlling person may become subject, under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company, which consent shall not be unreasonably withheld), insofar as such
loss, claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based (i) upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, or any amendment thereto, including any information deemed to be a
part thereof pursuant to Rule 430A under the Securities Act, or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (ii) upon any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or (iii) in whole or
in part upon any inaccuracy in the representations and warranties of the Company
or the Selling Stockholders contained herein; or (iv) in whole or in part upon
any failure of the Company or the Selling Stockholders to perform their
respective obligations hereunder or under law; or (v) any untrue statement or
alleged untrue statement of any material fact contained in any audio or visual
materials provided by the Company or based upon written information furnished by
or on behalf of the Company including, without limitation, slides, videos, films
or tape recordings, used in connection with the marketing of the Shares or (vi)
any act or failure to act or any alleged act or failure to act by any
Underwriter in connection with, or relating in any manner to, the Shares 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 any
matter covered by clause (i), (ii), (iii), (iv) or (v) above, provided that the
Company and the Selling Stockholders shall not be liable under this clause (vi)
to the extent that a court of competent jurisdiction shall have determined by a
final judgment 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 such Underwriter through its bad faith or willful misconduct; and to
reimburse each Underwriter and each such controlling person for any and all
expenses (including the fees and disbursements of counsel chosen by Robertson
Stephens, Inc.) as such expenses are reasonably incurred by such Underwriter or
such controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the foregoing indemnity agreement shall not
apply to any loss, claim, damage, liability or expense to the extent, but only
to the extent, arising out of or based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company and the Selling
Stockholders by the Representatives expressly for use in the Registration
Statement, any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto); provided, further, however, each Selling Stockholder shall
only be liable under this Section for an amount equal to the product of the
number of Shares sold by such Selling Stockholder to the Underwriters and the
initial offering price of the Shares. The indemnity agreement set forth in this

                                       20


Section 7(a) shall be in addition to any liabilities that the Company and the
Selling Stockholders may otherwise have.

     (b)    Indemnification of the Company, its Directors, Officers and Selling
Stockholders. Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, each of its directors, each of its officers who
signed the Registration Statement , the Selling Stockholders and each person, if
any, who controls the Company within the meaning of the Securities Act or the
Exchange Act, against any loss, claim, damage, liability or expense, as
incurred, to which the Company, or any such director, officer, Selling
Stockholder or controlling person may become subject, under the Securities Act,
the Exchange Act, or other federal or state statutory law or regulation, or at
common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Underwriter), insofar as
such loss, claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or arises out of or is based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, any preliminary
prospectus, the Prospectus (or any amendment or supplement thereto), in reliance
upon and in conformity with written information furnished to the Company and the
Selling Stockholders by the Representatives expressly for use therein; and to
reimburse the Company, or any such director, officer, Selling Stockholder or
controlling person for any legal and other expense reasonably incurred by the
Company, or any such director, officer, Selling Stockholder or controlling
person in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action. The indemnity
agreement set forth in this Section 7(b) shall be in addition to any liabilities
that each Underwriter may otherwise have.

     (c)    Information Provided by the Underwriters.  Each of the Company and
the Selling Stockholders hereby acknowledges that the only information that the
Underwriters have furnished to the Company expressly for use in the Registration
Statement or the Prospectus are the statements set forth in the Prospectus under
the caption "Underwriting" as follows: (i) in the table in the first paragraph
and the second paragraph, (ii) in the subsection entitled "Syndicated Short
Sales" and (iii) in the subsection entitled "Stabilization;" and the
Underwriters confirm that such statements are correct.

     (d)    Notifications and Other Indemnification Procedures.  Promptly after
receipt by an indemnified party under this Section 7 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party for contribution or otherwise under the
indemnity agreement contained in this Section 7 or to the extent it is not
prejudiced as a proximate result of such failure.  In case any such action is
brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect,
jointly with all other indemnifying parties similarly notified, by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to

                                       21


the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of such indemnifying party's election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 7 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel (together with local
counsel), approved by the indemnifying party (Robertson Stephens, Inc. in the
case of Section 7(b) and Section 8), representing the indemnified parties who
are parties to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action, or (iii)
the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party, in each of which
cases the fees and expenses of counsel shall be at the expense of the
indemnifying party.

     (e)    Settlements.  The indemnifying party under this Section 7 shall not
be liable for any settlement of any proceeding effected without its written
consent, which consent shall not be unreasonably withheld, but if settled with
such consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party against any loss, claim, damage,
liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by Section 7(d) hereof, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 60 days
after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement, compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or
consent includes (i) an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such action, suit or
proceeding and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

     (f)    Contribution.  If the indemnification provided for in this
Section 7 is unavailable to or insufficient to hold harmless an indemnified
party under Section 7(a) or (b) above in respect of any losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) then each
indemnifying party shall contribute to the aggregate amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect the
relative benefits received by such party on the one hand and the Underwriters on
the other from the offering of the Shares. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law then
each indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such party on the one hand and
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, (or actions or
proceedings in respect thereof), as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Selling Stockholders on the

                                       22


one hand or the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

            The Company, the Selling Stockholders and Underwriters agree that it
would not be just and equitable if contributions pursuant to this Section 7(f)
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
7(f).  The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) referred to above in this Section 7(f) shall be deemed to include 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 subsection (f), (i) no Underwriter shall
be required to contribute any amount in excess of the underwriting discounts and
commissions applicable to the Shares purchased by such Underwriter and (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.  The Underwriters'
obligations in this Section 7(f) to contribute are several in proportion to
their respective underwriting obligations and not joint.

     (g)    Timing of Any Payments of Indemnification.  Any losses, claims,
damages, liabilities or expenses for which an indemnified party is entitled to
indemnification or contribution under this Section 7 shall be paid by the
indemnifying party to the indemnified party as such losses, claims, damages,
liabilities or expenses are incurred, but in all cases, no later than forty-five
(45) days of invoice to the indemnifying party.

     (h)    Survival.  The indemnity and contribution agreements contained in
this Section 7 and the representation and warranties set forth in this Agreement
shall remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, the Company, its directors or officers or any persons
controlling the Company, (ii) acceptance of any Shares and payment therefor
hereunder, and (iii) any termination of this Agreement. A successor to any
Underwriter, or to the Company, its directors or officers, the Selling
Stockholders or any person controlling the Company, shall be entitled to the
benefits of the indemnity, contribution and reimbursement agreements contained
in this Section 7.

     (i)    Acknowledgements of Parties.  The parties to this Agreement hereby
acknowledge that they are sophisticated business persons who were represented by
counsel during the negotiations regarding the provisions hereof including,
without limitation, the provisions of this Section 7, and are fully informed
regarding said provisions. They further acknowledge that the provisions of this
Section 7 fairly allocate the risks in light of the ability of the parties to
investigate the Company and its business in order to assure that adequate
disclosure is made in the Registration Statement and Prospectus as required by
the Securities Act and the Exchange Act.

     SECTION 8.  DEFAULT OF ONE OR MORE OF THE SEVERAL UNDERWRITERS.  If, on the
First Closing Date or the Second Closing Date, as the case may be, any one or
more of the several Underwriters shall fail or refuse to purchase Shares that it
or they have agreed to purchase hereunder on such date, and the aggregate number
of Common Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase does not exceed 10% of the aggregate number of the
Shares to be purchased on such date, the other Underwriters shall be obligated,
severally, in the proportions that the number of Firm Shares set forth opposite
their respective names on Schedule A bears to the aggregate number of Firm
Shares set forth opposite the names of all such non-defaulting Underwriters, or
in such other proportions as may be specified by the Representatives with the
consent of the non-defaulting Underwriters, to purchase the Shares which such
defaulting Underwriter or Underwriters agreed but failed

                                       23


or refused to purchase on such date. If, on the First Closing Date or the Second
Closing Date, as the case may be, any one or more of the Underwriters shall fail
or refuse to purchase Shares and the aggregate number of Shares with respect to
which such default occurs exceeds 10% of the aggregate number of Shares to be
purchased on such date, and arrangements satisfactory to the Representatives and
the Company for the purchase of such Shares are not made within 48 hours after
such default, this Agreement shall terminate without liability of any party to
any other party except that the provisions of Section 5, Section 6 and Section 7
shall at all times be effective and shall survive such termination. In any such
case either the Representatives or the Company shall have the right to postpone
the First Closing Date or the Second Closing Date, as the case may be, but in no
event for longer than seven days in order that the required changes, if any, to
the Registration Statement and the Prospectus or any other documents or
arrangements may be effected.

            As used in this Agreement, the term "Underwriter" shall be deemed to
include any person substituted for a defaulting Underwriter under this
Section 8. Any action taken under this Section 8 shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

     SECTION 9.  TERMINATION OF THIS AGREEMENT.  This Agreement may be
terminated by the Representatives by notice given to the Company and the Selling
Stockholders if (a) at any time after the execution and delivery of this
Agreement and prior to the First Closing Date (i) trading or quotation in any of
the Company's securities shall have been suspended or limited by the Commission
or by the New York Stock Exchange, or trading in securities generally on the New
York Stock Exchange shall have been suspended or limited, or minimum or maximum
prices shall have been generally established on the New York Stock Exchange by
the Commission or the National Association of Securities Dealers, LLC; (ii) a
general banking moratorium shall have been declared by any of federal, New York
or Delaware authorities; (iii) there shall have occurred any outbreak or
escalation of national or international hostilities or any crisis or calamity,
or any change in the United States or international financial markets, or any
substantial change or development involving a prospective change in United
States' or international political, financial or economic conditions, as in the
judgment of the Representatives is material and adverse and makes it
impracticable or inadvisable to market the Shares in the manner and on the terms
contemplated in the Prospectus or to enforce contracts for the sale of
securities; (iv) in the reasonable judgment of the Representatives there shall
have occurred any Material Adverse Change; or (v) the Company shall have
sustained a loss by strike, fire, flood, earthquake, accident or other calamity
of such character as in the reasonable judgment of the Representatives may
interfere materially with the conduct of the business and operations of the
Company regardless of whether or not such loss shall have been insured or (b) in
the case of any of the events specified 9(a)(i)-(v), such event singly or
together with any other event, makes it, in your judgment, impracticable or
inadvisable to market the Shares in the manner and on the terms contemplated in
the Prospectus. Any termination pursuant to this Section 9 shall be without
liability on the part of (x) the Company or the Selling Stockholders to any
Underwriter, except that the Company and the Selling Stockholders shall be
obligated to reimburse the expenses of the Representatives and the Underwriters
pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any
person controlling the Company or the Selling Stockholders, or (z) of any party
hereto to any other party except that the provisions of Section 7 shall at all
times be effective and shall survive such termination.

     SECTION 10.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY.  The
respective indemnities, agreements, representations, warranties and other
statements of the Company, the Selling Stockholders and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Underwriter or the Company or any of its or their partners, officers or
directors or any controlling person, or the Selling

                                       24


Stockholders, as the case may be, and will survive delivery of and payment for
the Shares sold hereunder and any termination of this Agreement.

     SECTION 11.  NOTICES.  All communications hereunder shall be in writing
and shall be mailed, hand delivered or telecopied and confirmed to the parties
hereto as follows:

If to the Representatives:

     Robertson Stephens, Inc.
     U.S. Bancorp Piper Jaffray Inc.
     c/o Robertson Stephens, Inc.
     555 California Street
     San Francisco, California  94104
     Facsimile:  (415) 676-2675
     Attention:  General Counsel

If to the Company:

     Landry's Restaurants, Inc.
     1510 West Loop South
     Houston, Texas 77027
     Facsimile:  (713) 850-1010
     Attention:  Tilman J. Fertitta

If to the Selling Stockholders:

     c/o Landry's Restaurants, Inc.
     1510 West Loop South
     Houston, Texas 77027
     Facsimile:  (713) 850-1010
     Attention:  Tilman J. Fertitta

Any party hereto may change the address for receipt of communications by giving
written notice to the others.

     SECTION 12.  SUCCESSORS.  This Agreement will inure to the benefit of and
be binding upon the parties hereto, including any substitute Underwriters
pursuant to Section 8 hereof, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 7, and to their
respective successors, and personal representatives, and no other person will
have any right or obligation hereunder. The term "successors" shall not include
any purchaser of the Shares as such from any of the Underwriters merely by
reason of such purchase.

     SECTION 13.  PARTIAL UNENFORCEABILITY.  The invalidity or unenforceability
of any Section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other Section, paragraph or provision hereof.
If any Section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.

                                       25


     SECTION 14.  GOVERNING LAW.  This agreement shall be governed by and
construed in accordance with the internal laws of the state of New York
applicable to agreements made and to be performed in such state.

     SECTION 15.  FAILURE OF THE SELLING STOCKHOLDERS TO SELL AND DELIVER COMMON
SHARES. If the Selling Stockholders shall fail to sell and deliver to the
Underwriters the Shares to be sold and delivered by the Selling Stockholders at
the First Closing Date pursuant to this Agreement, then the Company may, in its
sole discretion, elect to deliver additional Common Shares to the Underwriters
in an amount equal to the amount that would have been delivered by the Selling
Stockholders. In the event the Company elects not to deliver such additional
Common Shares, the Underwriters may at their option, by written notice from the
Representatives to the Company and the Selling Stockholders, either (i)
terminate this Agreement without any liability on the part of any Underwriter
or, except as provided in Sections 5, 6, and 7 hereof, the Company or the
Selling Stockholders, or (ii) purchase the shares which the Company has agreed
to sell and deliver in accordance with the terms hereof. If the Selling
Stockholders shall fail to sell and deliver to the Underwriters the Shares to be
sold and delivered by the Selling Stockholders pursuant to this Agreement at the
First Closing Date or the Second Closing Date, then the Underwriters shall have
the right, by written notice from the Representatives to the Company and the
Selling Stockholders, to postpone the First Closing Date or the Second Closing
Date, as the case may be, but in no event for longer than seven days in order
that the required changes, if any, to the Registration Statement and the
Prospectus or any other documents or arrangements may be effected.

     SECTION 16.  GENERAL PROVISIONS.  This Agreement constitutes the entire
agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations
with respect to the subject matter hereof. This Agreement may be executed in two
or more counterparts, each one of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement may not be amended or modified unless in writing by all of the
parties hereto, and no condition herein (express or implied) may be waived
unless waived in writing by each party whom the condition is meant to benefit.
Section headings herein are for the convenience of the parties only and shall
not affect the construction or interpretation of this Agreement.

        [The remainder of this page has been intentionally left blank.]

                                       26


          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.


                             Very truly yours,

                                  LANDRY'S RESTAURANTS, INC.


                             By:
                                 ---------------------------------------------
                                  Tilman J. Fertitta, President
                                  and Chief Executive Officer



                                  SELLING STOCKHOLDERS


                             By:
                                 ---------------------------------------------
                                  Tilman J. Fertitta


                             By:
                                 ---------------------------------------------
                                  Paul S. West



                                 ---------------------------------------------


          The foregoing Underwriting Agreement is hereby confirmed and accepted
by the Representatives as of the date first above written.

ROBERTSON STEPHENS, INC.
U.S. BANCORP PIPER JAFFRAY INC.

On their behalf and on behalf of each of the several underwriters named in
Schedule A hereto.

BY ROBERTSON STEPHENS, INC.



By:
    -----------------------------------
     Mitch Whiteford

                                       27


                                  SCHEDULE A


                                                     NUMBER OF FIRM SHARES TO BE
                  UNDERWRITERS                                 PURCHASED
-----------------------------------------------     ----------------------------
Robertson Stephens, Inc........................................  1,732,500

U.S. Bancorp Piper Jaffray Inc.................................  1,732,500

SunTrust Capital Markets, Inc..................................    990,000

Thomas Weisel Partners LLC.....................................    247,500

BB&T Capital Markets, a division of Scott & Stringfellow.......    247,500

Fahnestock & Co. Inc...........................................    125,000

Sanders Morris Harris..........................................    125,000

Kercheville & Co., Inc.........................................     50,000

     Total.....................................................  5,250,000




                                      S-A


                                   SCHEDULE B


                         PARTIES TO LOCK-UP AGREEMENTS


1.  Tilman J. Fertitta

2.  Steven L. Scheinthal

3.  Paul S. West

4.  Richard E. Ervin

5.  Michael S. Chadwick

6.  James E. Masucci

7.  Joe Max Taylor

8.  Hospitality Entertainment, L.L.C.




                                      S-B


                                   EXHIBIT A

                               LOCK-UP AGREEMENT

Robertson Stephens, Inc.
U.S. Bancorp Piper Jaffray Inc.
As Representatives of the Several Underwriters
c/o Robertson Stephens, Inc.
555 California Street, Suite 2600
San Francisco, California 94104
RE:  Landry's Restaurants, Inc. (the "Company")

Ladies & Gentlemen:

          The undersigned is an owner of record or beneficially of certain
shares of Common Stock of the Company ("Common Stock") or securities convertible
into or exchangeable or exercisable for Common Stock.  The Company proposes to
carry out a public offering of Common Stock (the "Offering") for which you will
act as the representatives  (the "Representatives") of the underwriters.  The
undersigned recognizes that the Offering will be of benefit to the undersigned
and will benefit the Company by, among other things, raising additional capital
for its operations.  The undersigned acknowledges that you and the other
underwriters are relying on the representations and agreements of the
undersigned contained in this letter in carrying out the Offering and in
entering into underwriting arrangements with the Company with respect to the
Offering.

          In consideration of the foregoing, the undersigned hereby agrees that
the undersigned will not offer to sell, contract to sell, or otherwise sell,
dispose of, loan, pledge or grant any rights with respect to (collectively, a
"Disposition") any shares of Common Stock, any options or warrants to purchase
any shares of Common Stock or any securities convertible into or exchangeable
for shares of Common Stock (collectively, "Securities") now owned or hereafter
acquired directly by such person or with respect to which such person has or
hereafter acquires the power of disposition, otherwise than (i) as a bona fide
gift or gifts, provided the donee or donees thereof agree in writing to be bound
by this restriction, (ii) as a distribution to partners or shareholders of such
person, provided that the distributees thereof agree in writing to be bound by
the terms of this restriction, (iii) with respect to sales or purchases of
Common Stock acquired on the open market, (iv) other than the Disposition to the
Company of any shares of Common Stock used for the purpose of exercising
outstanding stock options or (v) with the prior written consent of Robertson
Stephens, Inc. The foregoing restrictions will terminate after the close of
trading of the Common Stock on the 90th day after (and including) the day the
Common Stock to be issued in the Offering commenced trading on the New York
Stock Exchange (the "Lock-up" Period). The foregoing restriction has been
expressly agreed to preclude the holder of the Securities from engaging in any
hedging or other transaction which is designed to or reasonably expected to lead
to or result in a Disposition of Securities during the Lock-up Period, even if
such Securities would be disposed of by someone other than such holder. Such
prohibited hedging or other transactions would include, without limitation, any
short sale (whether or not against the box) or any purchase, sale or grant of
any right (including, without limitation, any put or call option) with respect
to any Securities or with respect to any security (other than a broad-based
market basket or index) that included, relates to or derives any significant
part of its value from Securities. The undersigned also agrees and consents to
the entry of stop transfer instructions with the Company's transfer agent and
registrar against the transfer of shares of Common Stock or Securities held by
the undersigned except in compliance with the foregoing restrictions.



                                      A-1


          This agreement is irrevocable and will be binding on the undersigned
and the respective successors, heirs, personal representatives, and assigns of
the undersigned. In the event the Offering has not occurred on or before
_______________, 2002, this Lock-up Agreement shall be of no further force or
effect.

                          Dated
                                    --------------------------------------------


                          -----------------------------------------------------
                                                          Printed Name of Holder

                          By:
                                ------------------------------------------------
                                                                       Signature


                          -----------------------------------------------------
                                                  Printed Name of Person Signing
                          (and indicate capacity of person signing if signing as
                                  custodian, trustee, or on behalf of an entity)


                                      A-2


                                   EXHIBIT B

            MATTERS TO BE COVERED IN THE OPINION OF COMPANY COUNSEL

(i)         The Company and each Significant Subsidiary (as that term is
defined in Regulation S-X of the Securities Act) has been duly incorporated and
is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation;

(ii)        The Company and each Significant Subsidiary has the corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus;

(iii)       Based solely on certificates from public officials, we confirm that
the Company and the Company's subsidiaries listed on Appendix 1 attached hereto
are qualified to do business in the States set forth below the Company and each
of such subsidiaries on Appendix 1 attached hereto.

(iv)        The authorized, issued and outstanding capital stock of the Company
is as set forth in the Prospectus under the caption "Capitalization" as of the
dates stated therein, all necessary and proper corporate proceedings have been
taken in order to authorize validly such authorized Common Stock, the issued and
outstanding shares of capital stock of the Company (including the Selling
Stockholder Shares) outstanding prior to the issuance of the Shares have been
duly and validly issued and are fully paid and nonassessable, and, to such
counsel's knowledge, will not have been issued in violation of or subject to any
preemptive right arising under the certificate of incorporation or Delaware
General Corporation Law, co-sale right, right of first refusal or other similar
right, other than any registration rights described in Opinion (xx) hereof;

(v)         All issued and outstanding shares of capital stock of each
Significant Subsidiary of the Company have been duly authorized and validly
issued and are fully paid and nonassessable, and have not been issued in
violation of or subject to any preemptive right arising under the certificate of
incorporation or Delaware General Corporation Law, co-sale right, right of first
refusal or other similar right, other than any registration rights described in
Opinion (xx) hereof and are owned by the Company free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest;

(vi)        The Firm Shares or the Option Shares, as the case may be, to be
issued by the Company pursuant to the terms of this Agreement have been duly
authorized and, upon issuance and delivery against payment therefor in
accordance with the terms hereof, will be duly and validly issued and fully paid
and nonassessable, and will not have been issued in violation of or subject to
any preemptive right, co-sale right, right of first refusal or other similar
right, other than any registration rights described in Opinion (xx) hereof, and
will conform in all respects to the description thereof contained in the
Prospectus and there is no restriction upon the voting or transfer of any of the
Firm Shares pursuant to applicable law (assuming compliance with all applicable
federal and state securities laws) or the Company's certificate of incorporation
or bylaws or, to the best of such counsel's knowledge, any agreement or other
outstanding instrument;

(vii)       The Company has the corporate power and authority to enter into this
Agreement and to issue, sell and deliver to the Underwriters the Shares to be
issued and sold by it hereunder;

(viii)      Except as disclosed in or specifically contemplated by the
Prospectus, to the best of such counsel's knowledge, there are no outstanding
options, warrants or other rights calling for

                                      B-1


the issuance of, and no commitments, plans or arrangements to issue, any shares
of capital stock of the Company or any of its subsidiaries or any security
convertible into or exchangeable for capital stock of the Company or any of its
subsidiaries;

(ix)        This Agreement has been duly authorized by all necessary corporate
action on the part of the Company and has been duly executed and delivered by
the Company and, assuming due authorization, execution and delivery by you, is a
valid and binding agreement of the Company, enforceable in accordance with its
terms, except as rights to indemnification hereunder may be limited by
applicable law and except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally or by general equitable principles (whether relief
is sought in a proceeding at law or in equity;

(x)         The Registration Statement has become effective under the
Securities Act and, to such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or threatened under the
Securities Act, and any required filing of the Prospectus and any supplement
thereto pursuant to Rule 424(b) of the Rules and Regulations has been made in
the manner and within the time period required by such Rule 424(b);

(xi)        The Registration Statement and the Prospectus, and each amendment or
supplement thereto (other than the financial statements (including supporting
schedules) and financial data derived therefrom as to which such counsel need
express no opinion), as of the effective date of the Registration Statement,
complied as to form in all material respects with the requirements of the
Securities Act and the applicable Rules and Regulations; and each of the
incorporated documents (other than the financial statements (including
supporting schedules) and the financial data derived therefrom as to which such
counsel need express no opinion) complied when filed pursuant to the Exchange
Act as to form in all material respects with the requirements of the Securities
Act and the Rules and Regulations of the Exchange Act and the applicable rules
and regulations of the Commission thereunder;

(xii)       The information in the Prospectus under the caption "Description of
Capital Stock," to the extent that it constitutes matters of law or legal
conclusions, has been reviewed by such counsel and is a fair summary of such
matters and conclusions; and the forms of certificates evidencing the Common
Stock and filed as exhibits to the Registration Statement comply with Delaware
law;

(xiii)      The description in the Registration Statement and the Prospectus
of the charter and bylaws of the Company and of statutes are accurate and fairly
present the information required to be presented by the Securities Act;

(xiv)       To such counsel's knowledge, there are no agreements, contracts,
leases or documents to which the Company is a party of a character required to
be described or referred to in the Registration Statement or Prospectus or any
incorporated document or to be filed as an exhibit to the Registration Statement
or any incorporated document which are not described or referred to therein or
filed as required;

(xv)        The performance of this Agreement and the consummation of the
transactions herein contemplated (other than performance of the Company's
indemnification obligations hereunder, concerning which no opinion need be
expressed) will not (a) result in any violation of the Company's charter or
bylaws or (b) to such counsel's knowledge, result in a material breach or


                                      B-2


violation of any of the terms and provisions of, or constitute a default under,
any bond, debenture, note or other evidence of indebtedness, or any lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture or
other agreement or instrument known to such counsel to which the Company is a
party or by which its properties are bound, or any applicable statute, rule or
regulation known to such counsel or, to such counsel's knowledge, any order,
writ or decree of any court, government or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries, or over any of their
properties or operations;

(xvi)       No consent, approval, authorization or order of or qualification
with any court, government or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries, or over any of their properties or
operations is necessary in connection with the consummation by the Company of
the transactions herein contemplated, except (i) such as have been obtained
under the Securities Act, (ii) such as may be required under state or other
securities or Blue Sky laws in connection with the purchase and the distribution
of the Shares by the Underwriters and (iii) such as may be required by the
National Association of Securities Dealers, LLC;

(xvii)      To such counsel's knowledge, there are no legal or governmental
proceedings pending or threatened against the Company or any of its subsidiaries
of a character required to be disclosed in the Registration Statement or the
Prospectus or any incorporated document by the Securities Act or by the Exchange
Act or the applicable rules and regulations of the Commission thereunder, other
than those described therein;

(xviii)     To such counsel's knowledge, neither the Company nor any of its
subsidiaries is presently (a) in material violation of its respective charter or
bylaws, or (b) in material breach of any applicable statute, rule or regulation
known to such counsel or, to such counsel's knowledge, any order, writ or decree
of any court or governmental agency or body having jurisdiction over the Company
or any of its subsidiaries, or over any of their properties or operations; and

(xix)       To such counsel's knowledge, except as set forth in the Registration
Statement and Prospectus and any incorporated document, no holders of Common
Shares or other securities of the Company have registration rights with respect
to securities of the Company and, except as set forth in the Registration
Statement and Prospectus, all holders of securities of the Company having rights
known to such counsel to registration of such Common Shares or other securities,
because of the filing of the Registration Statement by the Company have, with
respect to the offering contemplated thereby, waived such rights or such rights
have expired by reason of lapse of time following notification of the Company's
intent to file the Registration Statement or have included securities in the
Registration Statement pursuant to the exercise of and in full satisfaction of
such rights.

(xx)        The Company is not and, after giving effect to the offering and
the sale of the Shares and the application of the proceeds thereof as described
in the Prospectus, will not be, an "investment company" as such term is defined
in the Investment Company Act of 1940, as amended.

(xxi)       Each document filed pursuant to the Exchange Act (other than the
financial statements and supporting schedules included therein, as to which no
opinion need be rendered) and incorporated or deemed to be incorporated by
reference in the Prospectus complied when so filed as to form in all material
respects with the Exchange Act.

                                      B-3


(xxii)      No transfer taxes are required to be paid in connection with the
sale and delivery of the Firm Shares to the Underwriters hereunder.

       In addition, such counsel shall state that such counsel has participated
in conferences with officials and other representatives of the Company, the
Representatives, Underwriters' Counsel and the independent certified public
accountants of the Company, at which such conferences the contents of the
Registration Statement and Prospectus and related matters were discussed, and
although they have not verified the accuracy or completeness of the statements
contained in the Registration Statement or the Prospectus, nothing has come to
the attention of such counsel which leads them to believe that, at the time the
Registration Statement became effective and at all times subsequent thereto up
to and on the First Closing Date or Second Closing Date, as the case may be, the
Registration Statement and any amendment or supplement thereto and any
incorporated document, when such documents became effective or were filed with
the Commission (other than the financial statements including supporting
schedules and other financial and statistical information derived therefrom, as
to which such counsel need express no comment) contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or at the
First Closing Date or the Second Closing Date, as the case may be, the
Registration Statement, the Prospectus and any amendment or supplement thereto
and any incorporated document (except as aforesaid) contained any untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. Such counsel shall also state that the conditions for
the use of Form S-3 set forth in the General Instructions thereto have been
satisfied.

                                      B-4


                                   EXHIBIT C

      MATTERS TO BE COVERED IN THE OPINION OF SELLING STOCKHOLDER COUNSEL

(i)      The Underwriting Agreement has been duly authorized, executed and
delivered by or on behalf of, and is a valid and binding agreement of, the
Selling Stockholder, enforceable in accordance with its terms, except as rights
to indemnification thereunder may be limited by applicable law and except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally or by general equitable principles.

(ii)     The execution and delivery by the Selling Stockholder of, and the
performance by the Selling Stockholder of its obligations under the Underwriting
Agreement will not contravene or conflict with, result in a breach of, or
constitute a default under, the charter or by-laws, partnership agreement, trust
agreement or other organization documents, as the case may be, of the Selling
Stockholder, or, to the best of such counsel's knowledge, violate, result in a
breach of or constitute a default under the terms of any other agreement or
instrument to which the Selling Stockholder is a party or by which it is bound,
or any judgment, order or decree applicable to the Selling Stockholder of any
court, regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Selling Stockholder.

(iii)    The Selling Stockholder has good and valid title to all of the Common
Shares which may be sold by the Selling Stockholder under the Underwriting
Agreement and has the legal right and power, and all authorization and approvals
required to enter into the Underwriting Agreement, to sell, transfer and deliver
all of the Common Shares which may be sold by the Selling Stockholder under the
Underwriting Agreement and to comply with its other obligations under the
Underwriting Agreement.

(iv)     Assuming that the Underwriters purchase the Shares which are sold by
the Selling Stockholder pursuant to the Underwriting Agreement for value, in
good faith and without notice of any adverse claims, the delivery of such Shares
pursuant to the Underwriting Agreement will pass good and valid title to such
Shares, free and clear of any security interest, mortgage, pledge, lieu
encumbrance or other claim.

(v)      To the best of such counsel's knowledge, no consent, approval,
authorization or other order of, or registration or filing with, any court or
governmental authority or agency, is required for the consummation by the
Selling Stockholder of the transactions contemplated in the Underwriting
Agreement, except as required under the Securities Act, applicable state
securities or blue sky laws, and from the National Association of Securities
Dealers, LLC.


                                      C-1