0000912057-02-039626 Sample Contracts

AGREEMENT
Acquisition Agreement • October 24th, 2002 • Miller Douglas H • Crude petroleum & natural gas • Texas

This Agreement dated as of October 14, 2002, is by and between EXCO Resources, Inc., a Texas corporation (the "Company") and Douglas H. Miller ("Mr. Miller"), along with any person or entity who executes a joinder agreement as provided below (each, a "Joinder Party").

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EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • October 24th, 2002 • Miller Douglas H • Crude petroleum & natural gas

The undersigned persons acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned persons and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned persons without the necessity of filing additional joint filing agreements. The undersigned persons acknowledge that each of them shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning such undersigned person contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others undersigned persons, except to the extent that such undersigned person knows or has reason to believe that such information is inaccurate.

Joinder Agreement
Joinder Agreement • October 24th, 2002 • Miller Douglas H • Crude petroleum & natural gas

The undersigned is executing and delivering this Joinder Agreement pursuant to Section 3(c) of the Agreement dated as of October 14, 2002 (the "Agreement"), between Douglas H. Miller and EXCO Resources, Inc., a Texas corporation (the "Company"), and agrees to be bound by the covenants and obligations of a Joinder Party, as defined in the Agreement.

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