ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST SET FORTH ABOVE:

                                                                   EXHIBIT 10.24

                                  GAINSCO, INC.
                               000 Xxxxxxxx Xxxxxx
                          Xxxx Xxxxx, Xxxxx 00000-0000

                                February 27, 2002

Xxxx Xxxxx Strategic Partners, L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx  00000

         Re:   Securities  Purchase  Agreement dated as of February 26, 2001
               between GAINSCO,  INC. ("GNA") and Xxxx Xxxxx Strategic
               Partners, L.P. ("GMSP") (as amended, the "Purchase Agreement")

Gentlemen:

         We hereby exercise our right, pursuant to Section 6.9 of the Purchase
Agreement, to require GMSP to purchase the Illiquid Investments (as defined in
the Purchase Agreement) from GNA for a purchase price equal to the sum of
$2,087,354.27 (the "Purchase Price"). We request that you agree to consummate
such purchase on February 28, 2002 and to wire the Purchase Price to GNA in
immediately available funds on or before February 28, 2002, in accordance with
the wiring instructions provided by GNA. The Purchase Price shall be allocated
among the Illiquid Investments as set forth on Exhibit "A" attached hereto. Upon
receipt of the Purchase Price, GNA shall execute and deliver to GMSP the
Assignment attached hereto as Exhibit "B" in respect of the Illiquid Investments
described therein and the remaining Illiquid Investments shall be transferred to
GMSP forthwith thereafter, free and clear of all liens and encumbrances. If you
are in agreement with the foregoing, please execute this letter in the space
provided below and return an executed counterpart to us.

                                  Sincerely,

                                  GAINSCO, INC.

                                  By: /S/ Xxxxx X. Xxxxxxxx
                                     ---------------------------------
                                          Xxxxx X. Xxxxxxxx
                                          President and Chief Executive Officer



GAINSCO, INC.
February 27, 2002
Page 2 of 3

                         ACKNOWLEDGED AND AGREED
                         AS OF THE DATE FIRST SET FORTH ABOVE:

                         XXXX XXXXX STRATEGIC PARTNERS, L.P.

                         By:  GMSP Operating Partners, L.P., its general partner
                         By:  GMSP, L.L.C., its general partner


                              By: /S/  J. Xxxxxxx Xxxxxxx
                                 --------------------------------
                                 J. Xxxxxxx Xxxxxxx, Principal



GAINSCO, INC.
February 27, 2002
Page 3 of 3

                                   EXHIBIT "A"

                          Allocation of Purchase Price

HTVN  $1,028,742

Interest in GNA Investments I LP $1,058,613