Exhibit 10.49 December 13, 2001 B. M. Rankin, Jr. 300 Crescent Court, Suite 1380 Dallas, Texas 75201 Dear Mr. Rankin: The purpose of this letter is to confirm the automatic renewal of your Consulting Agreement dated January 1, 1991, as amended (the...

                                              Exhibit 10.49

December 13, 2001




X. X. Xxxxxx, Xx.
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx  00000


Dear Xx. Xxxxxx:

The purpose of this letter is to confirm the automatic
renewal of your Consulting Agreement dated January  1,
1991, as amended (the "Agreement").

Your   contract  will  automatically  renew   for   an
additional one-year period beginning January 1,  2002,
and  ending  December 31, 2002.  All other  terms  and
conditions of the Agreement shall remain the same.

Please confirm that the foregoing correctly sets forth
your  understanding with respect  to  this  matter  by
signing  both  originals of this letter and  returning
one to me.

Very truly yours,



Xxxxxxx X. Xxxxxxxx
President




AGREED TO AND ACCEPTED


BY:  /s/ X.X. Xxxxxx, Xx.        12/21/01
     --------------------        --------
     X. X. Xxxxxx, Xx.             Date