Southwest Oil & Gas Income Fund X-B 10-Q 2008 Q1 Quarterly report

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

(Mark One)

x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

OR

¨           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number 0-19585

Southwest Oil & Gas Income Fund X-B, L.P.

(Exact name of registrant as specified in

its limited partnership agreement)

Delaware	75-2332176
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
6 Desta Drive, Suite 6500, Midland, Texas	79705
(Address of principal executive office)	(Zip Code)

(432) 682-6324

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:YesxNo¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes	x No

The registrant's outstanding securities consist of Units of limited partnership interests for which there exists no established public market from which to base a calculation of aggregate market value.

	Table of Contents
		Page
	Glossary	3
	Part I - FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Balance Sheets as of March 31, 2008 and December 31, 2007	6
	Statements of Operations for the three months ended March 31, 2008 and 2007	7
	Statements of Cash flows for the three months ended March 31, 2008 and 2007	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14
	Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Submission of Matter to a Vote of Security Holders	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
	Signatures	17

2

Glossary of Oil and Gas Terms

The following are abbreviations and definitions of terms commonly used in the oil and gas industry that are used in this filing.  All volumes of natural gas referred to herein are stated at the legal pressure base to the state or area where the reserves exit and at 60 degrees Fahrenheit and in most instances are rounded to the nearest major multiple.

Bbl. One stock tank barrel, or 42 United States gallons liquid volume.

BOE.  Equivalent barrels of oil, with natural gas converted to oil equivalents based on a ratio of six Mcf of natural gas to one Bbl of oil.

Developmental well. A well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

Exploratory well. A well drilled to find and produce oil or gas in an unproved area to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir or to extend a known reservoir.

Farm-out arrangement. An agreement whereby the owner of a leasehold or working interest agrees to assign his interest in certain specific acreage to an assignee, retaining some interest, such as an overriding royalty interest, subject to the drilling of one or more wells or other specified performance by the assignee.

Field. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.

Mcf. One thousand cubic feet.

Net Profits Interest.  An agreement whereby the owner receives a specified percentage of the defined net profits from a producing property in exchange for consideration paid.  The net profits interest owner will not otherwise participate in additional costs and expenses of the property.

Oil. Crude oil, condensate and natural gas liquids.

Overriding royalty interest. Interests that are carved out of a working interest, and their duration is limited by the term of the lease under which they are created.

3

Production costs. Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities.

Proved Area. The part of a property to which proved reserves have been specifically attributed.

Proved developed oil and gas reserves. Proved oil and gas reserves that can be expected to be recovered from existing wells with existing equipment and operating methods.

Proved properties. Properties with proved reserves.

Proved oil and gas reserves. The estimated quantities of crude oil, natural gas, and natural gas liquids with geological and engineering data that demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made.

Proved undeveloped reserves. Proved oil and gas reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

Royalty interest. An interest in an oil and natural gas property entitling the owner to a share of oil or natural gas production free of costs of production.

Standardized measure of discounted future net cash flows. Present valueof proved reserves, as adjusted to give effect to estimated future abandonment costs, net of the estimated salvage value of related equipment.

Working interest. The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and a share of production.

Workover. Operations on a producing well to restore or increase production.

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PART I. - FINANCIAL INFORMATION

Item 1.                      Financial Statements

The unaudited condensed financial statements included herein have been prepared by the Registrant (herein also referred to as the "Partnership") in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature.  The financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2007, which are found in the Registrant's Form 10-K Report for 2007 filed with the Securities and Exchange Commission.  The December 31, 2007 balance sheet included herein has been taken from the Registrant's 2007 Form 10-K Report.  Operating results for the three month period ended March 31, 2008 are not necessarily indicative of the results that may be expected for the full year.

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Southwest Oil & Gas Income Fund X-B, L.P.

Balance Sheets

	March 31,		December 31,
	2008		2007
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	46,298	$	47,416
Receivable from Managing General Partner		143,886		121,014
New Mexico income tax deposit		52,908		66,171
Total current assets		243,092		234,601
Oil and gas properties - using the full-
cost method of accounting		4,307,812		4,308,138
Less accumulated depreciation,
depletion and amortization		3,872,331		3,864,366
Net oil and gas properties		435,481		443,772
	$	678,573	$	678,373
Liabilities and Partners' Equity
Asset retirement obligation	$	326,965	$	322,601
Partners' equity:
General partners		28,636		28,256
Limited partners		322,972		327,516
Total partners' equity		351,608		355,772
	$	678,573	$	678,373

The accompanying notes are an integral

part of these financial statements.

6

Southwest Oil & Gas Income Fund X-B, L.P.

Statements of Operations

(unaudited)

	Three Months Ended
	March 31,
	2008		2007
Revenues
Oil and gas	$	358,491	$	225,709
Interest		917		298
Miscellaneous income		14		-
		359,422		226,007
Expenses
Production		101,940		92,675
Depreciation, depletion and amortization		7,965		7,604
Accretion of asset retirement obligations		4,364		6,704
General and administrative		24,317		16,855
		138,586		123,838
Net income	$	220,836	$	102,169
Net income allocated to:
Managing General Partner	$	20,592	$	9,879
General partner	$	2,288	$	1,098
Limited partners	$	197,956	$	91,192
Per limited partner unit	$	18.18	$	8.37

The accompanying notes are an integral

part of these financial statements.

7

Southwest Oil & Gas Income Fund X-B, L.P.

Statements of Cash Flows

(unaudited)

	Three Months Ended
	March 31,
	2008			2007
Cash flows from operating activities:
Cash from oil and gas sales	$	348,882		$	228,216
Cash paid to suppliers		(126,257	)		(109,530	)
Interest received		917			298
Miscellaneous		14			3,456
Net cash provided by operating activities		223,556			122,440
Cash flows from investing activities:
Additions to oil and gas properties		-			(513	)
Sale of oil and gas equipment		326			-
Net cash provided by (used in) investing activities		326			(513	)
Cash flows used in financing activities:
Distributions to partners		(225,000	)		(125,000	)
Net decrease in cash and cash equivalents		(1,118	)		(3,073	)
Beginning of period		47,416			8,465
End of period	$	46,298		$	5,392
Reconciliation of net income to net cash
provided by operating activities:
Net income	$	220,836		$	102,169
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization		7,965			7,604
Accretion of asset retirement obligations		4,364			6,704
(Increase) decrease in receivables and deposits		(9,609	)		5,963
Net cash provided by operating activities	$	223,556		$	122,440
Noncash investing and financing activities:
Increase in oil and gas properties –
SFAS No. 143	$	-		$	495

The accompanying notes are an integral

part of these financial statements.

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Southwest Oil & Gas Income Fund X-B, L.P.

Notes to Financial Statements

1.             Organization

Southwest Oil & Gas Income Fund X-B, L.P. was organized under the laws of the state of Delaware on November 27, 1990 for the purpose of acquiring producing oil and gas properties and to produce and market crude oil and natural gas produced from such properties for a term of 50 years, unless terminated at an earlier date as provided for in the Partnership Agreement.  The Partnership sells its oil and gas production to a variety of purchasers with the prices it receives being dependent upon the oil and gas economy.  Southwest Royalties, Inc., a wholly owned subsidiary of Clayton Williams Energy, Inc., serves as the Managing General Partner.  Revenues, costs and expenses are allocated as follows:

	Limited			General
	Partners			Partners
Interest income on capital contributions		100	%		-
Oil and gas sales		90	%		10	%
All other revenues		90	%		10	%
Organization and offering costs (1)		100	%		-
Amortization or organization costs		100	%		-
Property acquisition costs		100	%		-
Gain/loss on property disposition		90	%		10	%
Operating and administrative costs (2)		90	%		10	%
Depreciation, depletion, and amortization
of oil and gas properties		100	%		-
All other costs		90	%		10	%

(1) All organization costs in excess of 3% of initial capital contributions will be paid by the Managing General Partner and will be treated as a capital contribution.  The Partnership paid the Managing General Partner an amount equal to 3% of initial capital contributions for such organization costs.

(2) Administrative costs in any year, which exceed 2% of capital contributions shall be paid by the Managing General Partner and will be treated as a capital contribution.

2.             Summary of Significant Accounting Policies

The interim financial information as of March 31, 2008, and for the three months ended March 31, 2008, is unaudited.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission.  However, in the opinion of management, these interim financial statements include all the necessary adjustments to fairly present the results of the interim periods and all such adjustments are of a normal recurring nature.  The interim consolidated financial statements should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2007.

3.             Abandonment Obligations

The Partnership follows the provisions of Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations” (“SFAS 143”), as amended.  SFAS 143 requires the Partnership to recognize a liability for the present value of all legal obligations associated with the retirement of tangible, long-lived assets and capitalize an equal amount as a cost of the asset.  The cost associated with the abandonment obligations, along with any estimated salvage value, is included in the computation of depreciation, depletion and amortization.

Changes in abandonment obligations for the three months ended March 31, 2008 and 2007 are as follows:

	2008		2007
Beginning of period	$	322,601	$	296,255
Additional abandonment obligations from additional interest in wells		-		495
Accretion expense		4,364		6,704
End of period	$	326,965	$	303,454

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

General

Southwest Oil & Gas Income Fund X-B, L.P. was organized as a Delaware limited partnership on November 27, 1990. The offering of such limited partnership interests began on December 1, 1990 as part of a shelf offering registered under the name Southwest Oil & Gas 1990-91 Income Program.  Minimum capital requirements for the Partnership were met on March 1, 1991, with the offering of limited partnership interests concluding on September 30, 1991, with total limited partner contributions of $5,444,500.

The Partnership was formed to acquire interests in producing oil and gas properties, to produce and market crude oil and natural gas produced from such properties, and to distribute the net proceeds from operations to the limited and general partners.  Net revenues from producing oil and gas properties will not be reinvested in other revenue producing assets except to the extent that production facilities and wells are improved or reworked or where methods are employed to improve or enable more efficient recovery of oil and gas reserves. The economic life of the Partnership thus depends on the period over which the Partnership’s oil and gas reserves are economically recoverable.

Increases or decreases in Partnership revenues and, therefore, distributions to partners will depend primarily on changes in the prices received for production, changes in volumes of production sold, lease operating expenses, enhanced recovery projects, offset drilling activities pursuant to farm-out arrangements, sales of properties, and the depletion of wells.  Since wells deplete over time, production can generally be expected to decline from year to year.

Well operating costs and general and administrative costs usually decrease with production declines; however, these costs may not decrease proportionately.  Net income available for distribution to the partners is therefore expected to decline in later years based on these factors.

Oil and Gas Properties

Oil and gas properties are accounted for at cost under the full-cost method.  Under this method, all productive and nonproductive costs incurred in connection with the acquisition, exploration and development of oil and gas reserves are capitalized.  Gain or loss on the sale of oil and gas properties is not recognized unless significant oil and gas reserves are sold.

Should the net capitalized costs exceed the estimated present value of oil and gas reserves, discounted at 10%, such excess costs would be charged to current expense.  As of March 31, 2008, the net capitalized costs did not exceed the estimated present value of oil and gas reserves.

10

Critical Accounting Policies

The Partnership follows the full cost method of accounting for its oil and gas properties.  The full cost method subjects companies to quarterly calculations of a “ceiling”, or limitation on the amount of properties that can be capitalized on the balance sheet.  If the Partnership’s capitalized costs are in excess of the calculated ceiling, the excess must be written off as an expense.

The Partnership’s discounted present value of its proved oil and natural gas reserves is a major component of the ceiling calculation, and represents the component that requires the most subjective judgments.  Estimates of reserves are forecasts based on engineering data, projected future rates of production and the timing of future expenditures.  The process of estimating oil and natural gas reserves requires substantial judgment, resulting in imprecise determinations, particularly for new discoveries.  Different reserve engineers may make different estimates of reserve quantities based on the same data.  The Partnership’s reserve estimates are prepared by outside consultants.

The passage of time provides more qualitative information regarding estimates of reserves, and revisions are made to prior estimates to reflect updated information.  However, there can be no assurance that more significant revisions will not be necessary in the future.  If future significant revisions are necessary that reduce previously estimated reserve quantities, it could result in a full cost property writedown.  In addition to the impact of these estimates of proved reserves on calculation of the ceiling, estimates of proved reserves are also a significant component of the calculation of depletion, depreciation, and amortization (“DD&A”).

While the quantities of proved reserves require substantial judgment, the associated prices of oil and natural gas reserves that are included in the discounted present value of the reserves do not require judgment.  The ceiling calculation dictates that prices and costs in effect as of the last day of the period are generally held constant indefinitely. Because the ceiling calculation dictates that prices in effect as of the last day of the applicable quarter are held constant indefinitely, the resulting value is not indicative of the true fair value of the reserves.  Oil and natural gas prices have historically been cyclical and, on any particular day at the end of a quarter, can be either substantially higher or lower than the Partnership’s long-term price forecast that is a barometer for true fair value.

11

Supplemental Information

The following unaudited information is intended to supplement the financial statements included in this Form 10-Q with data that is not readily available from those statements.

	Three Months Ended
	March 31,
	2008		2007
Oil production in barrels		2,542		2,587
Gas production in mcf		8,611		9,945
Total (BOE)		3,977		4,245
Average price per barrel of oil	$	108.18	$	63.66
Average price per mcf of gas	$	9.70	$	6.14
Partnership distributions	$	225,000	$	125,000
Limited partner distributions	$	202,500	$	112,500
Per unit distribution to limited partners	$	18.60	$	10.33
Number of limited partner units		10,889		10,889

Operating Results

The following discussion compares our results for the quarters ended March 31, 2008 and 2007.  Unless otherwise indicated, references to 2008 and 2007 within this section refer to the respective quarterly period.

Income from net profits

Comparing 2008 to 2007, oil and gas sales increased $132,782, of which price variances accounted for a $143,832 increase and production variances accounted for a $11,050 decrease.

Production in 2008 (on a BOE basis) was 6% lower than 2007.  Our oil production decreased 2% in 2008.  Our gas production decreased 13% in 2008 was due primarily to production decline in two properties.

In 2008, our realized oil price was 70% higher than 2007, and our realized gas price was 58% higher.  Historically, the markets for oil and gas have been volatile, and they are likely to continue to be volatile.  We have very little control over the prices we receive for our production at the wellhead since most of our physical marketing arrangements are market-sensitive.

Oil and gas production costs on a BOE basis increased from $21.83 per BOE in 2007 to $25.63 per BOE in 2008.  The increase in oil and gas production costs in 2008 was due primarily to higher production taxes resulting from higher commodity prices.

Expenses

Depletion on a BOE basis increased 12% in 2008.  Comparing 2008 to 2007, depletion expense increased $361, of which rate variances accounted for a $840 increase and production variances accounted for a $479 decrease.

Accretion expense decreased 35% due primarily to the extended economic life of the wells driven by the change in commodity prices.

General and administrative (“G&A”) expenses were 44% higher in 2008 due primarily to increases in audit fees and engineering services.

Texas Margin Taxes

In May 2006, the State of Texas adopted House Bill 3, which modified the state’s franchise tax structure, replacing the previous tax based on capital or earned surplus with a margin tax (the “Texas Margin Tax”) effective with franchise tax reports filed on or after January 1, 2008. The Texas margin Tax is computed by applying the applicable tax rate (1% for the Partnership’s business) to the profit margin, which is generally determined by total revenue less either cost of goods sold or compensation as applicable. Although House Bill 3 states that the Texas Margin Tax is not an income tax, the Partnership believes that Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” (“SFAS 109”) applies to the Texas Margin Tax. However the Partnership believes, based on its interpretation, that the Texas Margin Tax does not apply to the Partnership because it qualifies under the passive entity exclusion.

12

Liquidity and Capital Resources

Partnership distributions during the quarter ending March 31, 2008 were $225,000, of which $202,500 was distributed to the limited partners and $22,500 to the general partners.  Cumulative cash distributions of $7,761,359 have been made to the general and limited partners as of March 31, 2008.  As of March 31, 2008, $7,025,527 or $645.19 per limited partner unit has been distributed to the limited partners, representing 129% of contributed capital.

Recent Accounting Pronouncements

The Partnership adopted SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) (as amended) effective January 1, 2008.  SFAS 157 defines fair value, establishes a framework for measuring fair value, outlines a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements.  The adoption of SFAS 157 had no effect on the Partnership.  As permitted by FSP No. 157-2, the Partnership has not applied the provisions of SFAS 157 to nonfinancial assets and liabilities relating to its asset retirement obligations.

13

Item 3.                      Quantitative and Qualitative Disclosures About Market Risk

The Partnership is not a party to any derivative or embedded derivative instruments.

Item 4.                      Controls and Procedures

Disclosure Controls and Procedures

The Managing General Partner has established disclosure controls and procedures that are adequate to provide reasonable assurance that management will be able to collect, process and disclose both financial and non-financial information, on a timely basis, in the Partnership’s reports to the SEC.  Disclosure controls and procedures include all processes necessary to ensure that material information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including our chief executive and chief financial officers, to allow timely decisions regarding required disclosures.

With respect to these disclosure controls and procedures:

management has evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report;

this evaluation was conducted under the supervision and with the participation of management, including the chief executive and chief financial officers of the Managing General Partner; and

it is the conclusion of chief executive and chief financial officers of the Managing General Partner that these disclosure controls and procedures are effective in ensuring that information that is required to be disclosed by the Partnership in reports filed or submitted with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms established by the SEC.

Internal Control Over Financial Reporting

Management designed our internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.  Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our Board of Directors; and

provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

14

Internal Control Over Financial Reporting

There has not been any change in the Partnership’s internal control over financial reporting that occurred during the quarter ended March 31, 2008 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.  Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2008.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on this assessment, management has concluded that, as of March 31, 2008, our internal control over financial reporting is effective based on those criteria.

15

PART II. - OTHER INFORMATION

Item 1.                    Legal Proceedings

None

Item 1A.                 Risk Factors

In evaluating all forward-looking statements, you should specifically consider various factors that may cause actual results to vary from those contained in the forward-looking statements.  Our risk factors are included in our Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission on March 28, 2008 and available at www.sec.gov.  There have been no material changes to these risk factors since the filing of our Form 10-K.

Item 2.                    Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.                    Defaults Upon Senior Securities

None

Item 4.                    Submission of Matter to a Vote of Security Holders

None

Item 5.                    Other Information

None

Item 6.                    Exhibits

(a) Exhibits:

31.1	Rule 13a-14(a)/15d-14(a) Certification
31.2	Rule 13a-14(a)/15d-14(a) Certification
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

16

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Southwest Oil & Gas Income Fund X-B, L.P.,
	a Delaware limited partnership
By:	Southwest Royalties, Inc., Managing
	General Partner
By:	/s/ L. Paul Latham
	L. Paul Latham
	President and Chief Executive Officer
Date:	May 14, 2008

17