EXHIBIT 1

   1




                                    EXHIBIT 1



                                    Agreement



         In accordance with 17 C.F.R. Section 240.13d-1(f)(1)(iii), the
undersigned hereby agrees and consents to the filing of the Schedule 13G by
First United Bancshares, Inc. on our behalf regarding the beneficial ownership
of the common stock of Xxxxxx Oil Corporation, said stock held in trust pursuant
to granted trust authority.


                                    FIRST UNITED TRUST COMPANY, N.A.


                                    By:    /s/ Xxxxxxx X. Xxxxx, XX
                                           ------------------------------------
                                    Title: President & Chief Executive Officer