UNDERWRITING AGREEMENT

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                                                                     Exhibit 1.1

                       CENTERPOINT ENERGY RESOURCES CORP.
                                  $150,000,000
                           6.25% Senior Notes due 2037
                              Underwriting Agreement

                                       February 1, 2007

Banc of America Securities LLC
9 West 57th Street
New York, New York 10019

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

c/o Banc of America Securities LLC

as the Representatives of the several Underwriters

Ladies and Gentlemen:

          CenterPoint Energy Resources Corp., a Delaware corporation (the
"COMPANY"), confirms, subject to the terms and conditions stated herein, its
agreement to issue and sell to the Underwriters named in Schedule I hereto (the
"UNDERWRITERS") $150,000,000 aggregate principal amount of its 6.25% Senior
Notes due 2037 (the "NOTES") to be issued pursuant to an Indenture dated as of
February 1, 1998 (the "BASE INDENTURE") between the Company and The Bank of New
York Trust Company, National Association (successor to JPMorgan Chase Bank,
National Association), as trustee (the "TRUSTEE") and a Supplemental Indenture
No. 10 to the Base Indenture dated as of February 6, 2007 (the "SUPPLEMENTAL
INDENTURE," and together with the Base Indenture and any amendments or
supplements thereto, the "INDENTURE"), between the Company and the Trustee. The
Company understands that the several Underwriters propose to offer the Notes for
sale upon the terms and conditions contemplated by this Agreement and by the
documents listed in Schedule III (such documents herein called the "PRICING
DISCLOSURE PACKAGE").

     1.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          (a) The Company represents and warrants to, and agrees with, each of
the Underwriters, on and as of the date hereof and the Closing Date (as defined
in Section 2) that:

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                (i) A registration statement on Form S-3 with respect to the
Notes and other securities with an aggregate maximum initial public offering
price of $500,000,000 (File No. 333-136965), copies of which have been delivered
to the Underwriters, has been prepared and filed by the Company with the
Securities and Exchange Commission (the "COMMISSION"). Such registration
statement, including a prospectus, has been declared effective under the
Securities Act of 1933, as amended (the "1933 ACT"), and no stop order
suspending its effectiveness has been issued and no proceeding for that purpose
or pursuant to Section 8A of the 1933 Act against the Company or related to the
offering has been initiated or, to the best knowledge of the Company, threatened
by the Commission. The term "REGISTRATION STATEMENT" means such registration
statement, as deemed revised pursuant to Rule 430B(f)(1) under the 1933 Act on
the date of such registration statement's effectiveness for purposes of Section
11 of the 1933 Act, as such section applies to the Company and the Underwriters
for the Notes pursuant to Rule 430B(f)(2) under the 1933 Act (the "EFFECTIVE
DATE"). The base prospectus included in the Registration Statement relating to
the Notes and certain other issues of debt securities (exclusive of any
supplement filed pursuant to Rule 424) is herein called the "BASIC PROSPECTUS".
The Basic Prospectus as amended and supplemented by a preliminary prospectus
supplement dated February 1, 2007 relating to the Notes immediately prior to the
Applicable Time (as defined below) is hereinafter called the "PRELIMINARY
PROSPECTUS". The Company proposes to file together with the Basic Prospectus and
pursuant to Rule 424 under the 1933 Act a prospectus supplement specifically
relating to the Notes and reflecting the terms of the Notes and plan of
distribution arising from this Agreement (herein called the "PRICING
SUPPLEMENT") and has previously advised the Underwriters of all the information
to be set forth therein. The term "PROSPECTUS" means the Basic Prospectus
together with the Pricing Supplement, as first filed with the Commission
pursuant to Rule 424.

          Any reference herein to the Basic Prospectus, the Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein, or deemed to be incorporated by
reference therein, and filed under the Securities Exchange Act of 1934, as
amended (the "1934 ACT"), on or before the date of such Basic Prospectus,
Preliminary Prospectus or Prospectus, as applicable; any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the Basic Prospectus,
the Preliminary Prospectus or Prospectus shall be deemed to refer to and
include, without limitation, the filing of any document under the 1934 Act
deemed to be incorporated therein by reference after the date of such Basic
Prospectus, Preliminary Prospectus or Prospectus.

          For purposes of this Agreement, the "APPLICABLE TIME" is 3:00 p.m.
(New York Time) on the date of this Agreement.

               (ii) The Registration Statement, the Permitted Free Writing
Prospectus (as defined in Section 3(a)), the Preliminary Prospectus and the
Prospectus conform, and any amendments or supplements thereto will conform, in
all material respects to the requirements of the 1933 Act and the Trust
Indenture Act of 1939, as amended (the "TIA"), and the rules and regulations of
the Commission under the 1933 Act and the TIA; and (A) the Registration
Statement will not, as of the Effective Date,


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contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (B) (i) the Pricing Disclosure Package does not as of the
Applicable Time, (ii) the Prospectus and any amendment or supplement thereto
will not, as of their dates, and (iii) the Prospectus, as it may be amended or
supplemented pursuant to Section 4 hereof, as of the Closing Date will not,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to: (A)
any statements or omissions made in reliance upon and in conformity with any
information furnished in writing by the Representatives on behalf of the
Underwriters for use therein, and (B) any Form T-1 Statement of Eligibility and
Qualification included as an exhibit to the Registration Statement;

               (iii) Each document filed or to be filed pursuant to the 1934 Act
and incorporated by reference, or deemed to be incorporated by reference in the
Preliminary Prospectus or the Prospectus (including, without limitation, any
document to be filed pursuant to the 1934 Act which will be incorporated by
reference in the Prospectus) conformed or, when so filed, will conform in all
material respects to the requirements of the 1934 Act and the applicable rules
and regulations of the Commission thereunder, and none of such documents
included or, when so filed, will include any untrue statement of a material fact
or omitted or, when so filed, will omit to state any material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;

               (iv) Any Permitted Free Writing Prospectus listed on Schedule III
hereto does not include anything that conflicts with the information contained
or incorporated by reference in the Registration Statement, the Preliminary
Prospectus or the Prospectus;

               (v) At the determination date for purposes of the Notes within
the meaning of Rule 164(h) under the 1933 Act, the Company was not an
"ineligible issuer" as defined in Rule 405 under the 1933 Act. The Company has
been since the time of the initial filing of the Registration Statement and
continues to be eligible to use Form S-3 under the 1933 Act;

               (vi) The Company has been duly incorporated and is validly
existing in good standing under the laws of the State of Delaware, with
corporate power and authority to own its properties and conduct its business as
described in the Pricing Disclosure Package and the Prospectus;

               (vii) Each Significant Subsidiary (as defined in Regulation S-X
under the 1933 Act) of the Company has been duly formed and is validly existing
in good standing under the laws of the jurisdiction of its formation, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Pricing Disclosure Package and the Prospectus; and
each Significant Subsidiary of the Company is duly qualified to do business as a
foreign corporation, limited partnership or


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limited liability company in good standing in all other jurisdictions in which
its ownership or lease of property or the conduct of its business requires such
qualification; all of the issued and outstanding ownership interests of each
Significant Subsidiary of the Company have been duly authorized and validly
issued in accordance with the organizational documents of such Significant
Subsidiary; and the ownership interests of each Significant Subsidiary owned by
the Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects;

               (viii) This Agreement has been duly authorized, executed and
delivered by the Company;

               (ix) The Notes and the Indenture have been duly authorized by the
Company and, when the Supplemental Indenture has been duly executed and
delivered by the Company in accordance with its terms, and assuming the valid
execution and delivery thereof by the Trustee, the Indenture will constitute,
and, in the case of the Notes, when they are delivered by the Company, paid for
pursuant to this Agreement and the Indenture and duly authenticated and
delivered by the Trustee, the Notes will, on the Closing Date, constitute, valid
and legally binding obligations of the Company, enforceable in accordance with
their respective terms, subject, as to enforcement, to bankruptcy, insolvency,
fraudulent transfer, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); the Notes when delivered by the Company, paid for pursuant to
this Agreement and the Indenture and duly authenticated and delivered by the
Trustee, will be entitled to the benefits of the Indenture; and the Notes
conform to the descriptions thereof in the Pricing Disclosure Package and the
Prospectus;

               (x) The issuance by the Company of the Notes, the compliance by
the Company with all of the provisions of this Agreement, the Notes and the
Indenture, and the consummation of the transactions contemplated herein and
therein (a) will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any subsidiary is a party or by which the Company or any
subsidiary is bound or to which any of the property or assets of the Company or
any subsidiary is subject, which conflict, breach, violation, or default would
individually, or in the aggregate, have a material adverse effect on the
financial condition, business or results of operations of the Company and its
subsidiaries, taken as a whole ("MATERIAL ADVERSE EFFECT"); and (b) will not
result in any violation of the provisions of the Certificate of Incorporation or
By-laws or other organizational documents of the Company, the charter, by-laws
or other organizational documents of any subsidiary of the Company or any
existing statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company's or any of its or its
subsidiaries' properties;

               (xi) The Commission has issued an order under the 1933 Act
declaring the Registration Statement effective and qualifying the Indenture
under the TIA and no other consent, approval, authorization, order, registration
or qualification of or


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with any such court or governmental agency or body is required for the issue of
the Notes or the consummation by the Company of the other transactions
contemplated by this Agreement and the Indenture, except such consents,
approvals, authorizations, registrations or qualifications as may be required
under state securities or blue sky laws in connection with the issuance by the
Company of the Notes and the purchase and distribution of the Notes by the
Underwriters;

               (xii) The Company and its subsidiaries possess certificates,
authorities or permits issued by appropriate governmental agencies or bodies
necessary to conduct the business now operated by them and have not received any
notice of proceedings relating to the revocation or modification of any such
certificate, authority or permit that, if determined adversely to the Company or
any of its subsidiaries, would individually or in the aggregate have a Material
Adverse Effect;

               (xiii) Except as disclosed in the Pricing Disclosure Package and
the Prospectus, neither the Company nor any of its subsidiaries is in violation
of any statute, any rule, regulation, decision or order of any governmental
agency or body or any court, domestic or foreign, relating to the use, disposal
or release of hazardous or toxic substances or relating to the protection or
restoration of the environment or human exposure to hazardous or toxic
substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real
property contaminated with any substance that is subject to any Environmental
Laws, is liable for any off-site disposal or contamination pursuant to any
Environmental Laws, or is subject to any claim relating to any Environmental
Laws, which violation, contamination, liability or claim would individually or
in the aggregate have a Material Adverse Effect; and the Company is not aware of
any pending investigation which has a reasonable possibility of leading to such
a claim;

               (xiv) Except as disclosed in the Pricing Disclosure Package and
the Prospectus, there are no pending actions, suits or proceedings against or
affecting the Company, any of its subsidiaries or any of their respective
properties that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a Material Adverse
Effect, or would materially and adversely affect the ability of the Company to
perform its obligations under the Indenture or this Agreement, or which are
otherwise material in the context of the sale of the Notes; and no such actions,
suits or proceedings are threatened or, to the Company's knowledge,
contemplated;

                (xv) The financial statements included or incorporated by
reference in the Registration Statement, the Pricing Disclosure Package and the
Prospectus present fairly the financial position of the Company and its
consolidated subsidiaries as of the dates shown and their results of operations
and cash flows for the periods shown, and, except as otherwise disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, such
financial statements have been prepared in conformity with the generally
accepted accounting principles in the United States applied on a consistent
basis; and


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               (xvi) Since the date of the latest audited financial statements
incorporated by reference in the Registration Statement, the Pricing Disclosure
Package and the Prospectus and except as disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus there has been no
material adverse change in the business, financial condition, prospects or
results of operations of the Company and its subsidiaries taken as a whole, and
there has been no dividend or distribution of any kind declared, paid or made by
the Company on any class of its equity interests (other than a dividend on the
common stock of the Company in the amount of $100,000,000 paid to Utility
Holding, LLC in December 2006).

               (xvii) The Company maintains a system of internal accounting
controls and maintains disclosure controls and procedures in conformity with the
requirements of the 1934 Act and is otherwise in compliance in all material
respects with the requirements of the Sarbanes-Oxley Act of 2002 and the rules
and regulations promulgated in connection therewith.

               (xviii) Deloitte & Touche LLP, who have certified certain
financial statements of the Company and its subsidiaries are an independent
registered public accounting firm with respect to the Company and its
subsidiaries within the applicable rules and regulations adopted by the
Commission and the Public Accounting Oversight Board (United States) and as
required by the 1933 Act.

               (xix) The Company is not, and after giving effect to the offering
and sale of the Notes and the application of the proceeds thereof as described
in the Prospectus under the caption "Use of Proceeds," will not be an
"investment company" as such term is defined in the Investment Company Act of
1940, as amended (the "Investment Company Act").

     2.    SALE AND DELIVERY.

           (a) Subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company,
the principal amount of the Notes set forth in Schedule I opposite the name of
such Underwriter (plus an additional amount of Notes that such Underwriter may
become obligated to purchase pursuant to the provisions of Section 8 hereof) at
a price equal to 98.656% of the principal amount thereof, plus accrued interest,
if any, from February 6, 2007 to the Closing Date.

          (b) The Notes to be purchased by each Underwriter hereunder will be
represented by one or more registered global notes in book-entry form which will
be deposited by or on behalf of the Company with The Depository Trust Company
("DTC") or its designated custodian. The Company will deliver the Notes to Banc
of America Securities LLC, acting on behalf of the Underwriters for the account
of each Underwriter, against payment by or on behalf of such Underwriter of the
amount therefor, as set forth above, by wire transfer of Federal (same day)
funds to a commercial bank account located in the United States and designated
in writing at least forty-eight hours prior to the Closing Date by the Company
to Banc of America Securities LLC, by causing DTC


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to credit the Notes to the account of Banc of America Securities LLC, at DTC.
The Company will cause the global certificates representing the Notes to be made
available to Banc of America Securities LLC, Deutsche Bank Securities Inc. and
J.P. Morgan Securities Inc., as joint-book running managing underwriters
(together, the "REPRESENTATIVES"), acting on behalf of the Underwriters, for
checking at least twenty-four hours prior to the Closing Date at the office of
DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of
such delivery and payment shall be 9:30 a.m., New York City time, on February 6,
2007 or such other time and date as the Representatives and the Company may
agree upon in writing. Such time and date are herein called the "CLOSING DATE."

          (c) The documents to be delivered on the Closing Date by or on behalf
of the parties hereto pursuant to Section 6 hereof, including the cross-receipt
for the Notes and any additional certificates requested by the Underwriters
pursuant to Section 6(h) hereof, will be delivered at such time and date at the
offices of Baker Botts L.L.P., One Shell Plaza, 910 Louisiana, Houston, Texas
77002-4995 or such other location as the Representatives and the Company may
agree in writing (the "CLOSING LOCATION"), and the Notes will be delivered at
the Designated Office, all on the Closing Date. A meeting will be held at the
Closing Location at 1:00 p.m., New York City time or at such other time as the
Representatives and the Company may agree in writing, on the New York Business
Day next preceding the Closing Date, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 2, "NEW YORK
BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.

     3.    FREE WRITING PROSPECTUSES.

          (a) The Company represents and agrees that, without the prior consent
of the Representatives, it has not made and will not make any offer relating to
the Notes that would constitute a "free writing prospectus" as defined in Rule
405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each
Underwriter, severally and not jointly, represents and agrees that, without the
prior consent of the Company and the Representatives, it has not made and will
not make any offer relating to the Notes that would constitute a "free writing
prospectus" as defined in Rule 405 under the 1933 Act, other than a Permitted
Free Writing Prospectus or a free writing prospectus that is not required to be
filed by the Company pursuant to Rule 433; any such free writing prospectus
(which shall include the pricing term sheet discussed in Section 3(b) hereof),
the use of which has been consented to by the Company and the Representatives,
is listed on Schedule III and herein called a "PERMITTED FREE WRITING
PROSPECTUS."

          (b) The Company agrees to prepare a term sheet specifying the terms of
the Notes not contained in the Preliminary Prospectus, substantially in the form
of Schedule II hereto and approved by the Representatives, and to file such
pricing term sheet pursuant to Rule 433(d) under the 1933 Act within the time
period prescribed by such Rule.


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          (c) The Company and the Representatives have complied and will comply
with the requirements of Rule 433 under the 1933 Act applicable to any free
writing prospectus, including timely Commission filing where required and
legending.

          (d) The Company agrees that if at any time following issuance of a
Permitted Free Writing Prospectus any event occurred or occurs as a result of
which such Permitted Free Writing Prospectus would conflict with the information
in the Registration Statement, the Preliminary Prospectus or the Prospectus or
the Pricing Disclosure Package would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances then prevailing, not
misleading, the Company will give prompt notice thereof to the Representatives
and, if requested by the Representatives, will prepare and furnish without
charge to each Underwriter a free writing prospectus or other document, the use
of which has been consented to by the Representatives, which will correct such
conflict, statement or omission; provided, however, that this representation and
warranty shall not apply to any statements or omissions in the Pricing
Disclosure Package made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through the
Representatives, expressly for use therein.

     4.    COVENANTS AND AGREEMENTS.

          The Company covenants and agrees with each of the Underwriters:

          (a) That the Company will furnish without charge to the Underwriters a
copy of the Registration Statement, including all documents incorporated by
reference therein and exhibits filed with the Registration Statement (other than
exhibits which are incorporated by reference and have previously been so
furnished), and, during the period mentioned in paragraph (c) below, as many
written and electronic copies of the Preliminary Prospectus, the Pricing
Disclosure Package and the Prospectus, any documents incorporated by reference
therein at or after the date thereof (including documents from which information
has been so incorporated) and any supplements and amendments thereto as each
Underwriter may reasonably request;

          (b) That the Company will cause the Preliminary Prospectus and the
Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) and will
promptly advise the Underwriters (i) when any amendment to the Registration
Statement shall have been filed; provided, that, with respect to documents filed
pursuant to the 1934 Act and incorporated by reference into the Registration
Statement, such notice shall only be required during such time as the
Underwriters are required in the reasonable opinion of the Representatives,
based on advice of Dewey Ballantine LLP, counsel for the Underwriters, to
deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)
under the 1933 Act), (ii) of any request by the Commission for any amendment of
the Registration Statement, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose or pursuant to
Section 8A of the 1933 Act against the Company or related to the offering, and
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Notes for sale in


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any jurisdiction or the initiation or threatening of any proceeding for such
purpose. So long as any Underwriter is required in the reasonable opinion of the
Representatives, based on advice of Dewey Ballantine LLP, to deliver a
prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
1933 Act), the Company will not file any amendment to the Registration Statement
or supplement to the Preliminary Prospectus or the Prospectus to which the
Representatives or Dewey Ballantine LLP shall have reasonably objected in
writing and the Company shall furnish one copy of every such amendment or
supplement to each of the Representatives and to Dewey Ballantine LLP. If the
Commission shall issue a stop order suspending the effectiveness of the
Registration Statement, the Company will take such steps to obtain the lifting
of that order as promptly as practical;

          (c) That if, at any time when in the reasonable opinion of the
Representatives, based on advice of Dewey Ballantine LLP, the information in the
Pricing Disclosure Package or the Prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the 1933 Act) is required by law to be
delivered by an Underwriter or a dealer, any event shall occur as a result of
which it is necessary, in the reasonable opinion of the Representatives, based
on advice of Dewey Ballantine LLP, or counsel for the Company, to amend or
supplement the Pricing Disclosure Package or the Prospectus or modify the
information incorporated by reference therein in order to make the statements
therein, in light of the circumstances existing when the information in the
Pricing Disclosure Package or the Prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, not
misleading, or if it shall be necessary in the reasonable opinion of any such
counsel, to amend or supplement the Pricing Disclosure Package or the Prospectus
or modify such information to comply with law, the Company will forthwith (i)
prepare and furnish, at its own expense, to the Underwriters and to the dealers
(whose names and addresses the Underwriters will furnish to the Company) to whom
Notes may have been sold by the Underwriters and to any other dealers upon
reasonable request, either amendments or supplements to the Pricing Disclosure
Package or the Prospectus or (ii) file with the Commission documents
incorporated by reference in the Pricing Disclosure Package and Prospectus,
which shall be so supplied to the Underwriters and such dealers, in either case
so that the statements in the Pricing Disclosure Package or the Prospectus as so
amended, supplemented or modified will not, in light of the circumstances when
the information in the Pricing Disclosure Package or the Prospectus (or in lieu
thereof, the notice referred to in Rule 173(a) under the 1933 Act) is delivered
to a purchaser, be misleading or so that the Pricing Disclosure Package and the
Prospectus will comply with law;

          (d) That the Company will endeavor to qualify, at its expense, the
Notes for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Underwriters shall reasonably request and to pay all filing
fees, reasonable expenses and legal fees in connection therewith and in
connection with the determination of the eligibility for investment of the
Notes; provided, that the Company shall not be required to qualify as a foreign
corporation or a dealer in securities or to file any consents to service of
process under the laws of any jurisdiction;


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          (e) That the Company will make generally available to its security
holders and the holders of the Notes as soon as practicable an earnings
statement of the Company covering a twelve-month period beginning after the
Closing Date which shall satisfy the provisions of Section 11(a) of the 1933 Act
and the rules and regulations of the Commission thereunder (including Rule 158
under the 1933 Act); and

          (f) That during the period beginning on the date of this Agreement and
continuing to and including the Closing Date, the Company will not offer, sell,
contract to sell or otherwise distribute any notes, any security convertible
into or exchangeable into or exercisable for notes or any other debt securities
substantially similar to the Notes (except for the Notes issued pursuant to this
Agreement), without the prior written consent of the Underwriters.

     5.    EXPENSES.

          The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) all expenses in
connection with the preparation, printing and filing of the Registration
Statement as originally filed and of each amendment thereto; (ii) the fees,
disbursements and expenses of the Company's counsel and accountants in
co