On December 15, 2008, the Corporate Governance Committee of the Board of Directors of GAINSCO, INC. ("the "Company") authorized the Company to enter into a Sponsorship Agreement with Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing ("Stallings Racing"), to continue the Company's role as the primary sponsor of a Daytona Prototype Series racing team through December 31, 2009. The Sponsorship Agreement provides that, in consideration of the payment by the Company of a sponsorship fee of $1.75 million, the Company will receive various benefits customary for sponsors of Daytona Prototype Series racing teams, including rights relating to signage on team equipment and access for customers and agents to certain race facilities. The fee is payable in twelve substantially equal monthly installments beginning January 1, 2009.

The Company uses this sponsorship to build brand awareness and advance the Company's distribution strategies. The new Sponsorship Agreement was executed on December 17, 2008, is effective January 1, 2009 and will replace a similar agreement that is effective through December 31, 2008.

Stallings Racing is owned and controlled by Robert W. Stallings, the Executive Chairman of the Company. The Corporate Governance Committee is composed of three independent directors of the Company and is empowered to review and approve or disapprove, or impose conditions on, any transaction or series of transactions involving the Company and any related party. Mr. Stallings did not participate in the deliberations regarding the Sponsorship Agreement.

In authorizing the agreement, the Corporate Governance Committee considered Mr. Stallings' role and concluded that, under the circumstances, the Sponsorship Agreement is fair to, and in the best interests of, the Company. The Sponsorship Agreement contains provisions protecting the Company's interests, including a termination provision that permits the Company unilaterally to terminate the agreement at any time and thereby cease making installment payments of the sponsorship fee.

A copy of the Sponsorship Agreement is attached hereto as Exhibit 10.36. The foregoing description of such document is only a summary and is qualified in the entirety by the full text of the agreement, which is incorporated by reference herein.

Exhibit
Number    Description of Exhibit
10.36     Sponsorship Agreement effective January 1, 2009, by and between Stallings
          Capital Group Consultants, Ltd. and GAINSCO, INC. (1)

(1) Filed herewith