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If the faregoing terms are acceptable to you, please so indicate by retw-ning the enclosed copy <br />of this engagement letter dated and signed by an authorized officer, retaining the original for your <br />files. We look forward to working with you. <br />Respectfully yours, <br />McCall, Parkhurst & Horton L.L.P. <br />BY <br />D Cuiver <br />Accepted and Approved <br />City of Paris, Texas <br />By: <br />Mayor <br />Date: March 8, 2010 <br />Page 6 of 6 <br />nr) <br />i <br />