Exhibit 10(c)




                             CHENIERE ENERGY, INC.
                               Two Allen Center
                         1200 Smith Street, Suite 1710
                             Houston, Texas 77002



                                                                  July 2, 1996


Mr. Buddy Young
16661 Ventura Boulevard, Suite 214
Encino, California  91436

Dear Buddy:

          Reference is made to that certain Agreement and Plan of
Reorganization dated as of April 16, 1996 (the "Agreement") among Cheniere
Energy, Inc. (f/k/a BEXY Energy, Inc.) and you, and Cheniere Energy Operating
Co., Inc. ("Cheniere") and the Stockholders of Cheniere. Capitalized terms
used herein without definition shall have the same meanings as ascribed to
them in the Agreement.

          Reference is further made to Section 3.5 of the Agreement pursuant
to which you have agreed to enter into this letter agreement confirming our
understanding and agreement with respect to the sale of your shares of common
stock of Cheniere Energy, Inc. (f/k/a BEXY Communications, Inc.) (the
"Company").

          Accordingly, in consideration of the benefits accruing to you under
the Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, for a period of nine months from
the date hereof, you agree not to sell, offer to sell, grant any option for
the sale of, or otherwise dispose of, directly or indirectly, more than ten
thousand (10,000) shares of common stock of the Company, including shares of
Common Stock of the Company that may be issued upon exercise of any option to
purchase common stock beneficially owned by you, without our prior written
consent.

          In addition, by your signature below, you consent and agree that the
Company may notify the stock transfer agent and registrar of your agreement to
limit your sale of shares hereunder and request that the stock transfer agent
decline to make any transfer that would be in violation of this letter
agreement.


                              Page 18 of 21 Pages








    





          The restrictions on resale of this letter agreement shall terminate
in the event of a breach by the Company of that certain Consulting Agreement
dated July 2, 1996 between the Company and Buddy Young. The Company agrees to
promptly notify the transfer agent of any such termination. The Company
further agrees to cooperate on a timely basis to facilitate Young's sale of
shares of BEXY Stock consistent with this letter agreement nd to cause its
counsel to provide such opinions of counsel with respect to the availability
of the safe harbor exemption from registration under the Securities Act of
1933, provided by Rule 144 thereunder if provided with a reasonable basis
therefor, at no cost to Young.

          Please sign and return the enclosed copy of this letter to indicate
your acknowledgement of and consent to the foregoing. This letter may be
signed in counterparts and facsimile signatures shall be treated as originals.


                                               Very truly yours,




                                               CHENIERE ENERGY, INC.



                                               By:____________________________
                                                  William D. Forster
                                                  President


ACKNOWLEDGED AND AGREED TO
this 2nd day of July, 1996




- ------------------------------------
Buddy Young, individually



                              Page 19 of 21 Pages