<PAGE>

                                 EMPLOYMENT AGREEMENT


This Agreement is made as of February 1, 1999 (the "Effective Date"), between 
BASIN EXPLORATION, INC., a Delaware corporation (the "Company"), whose 
mailing address is 370 17th Street, Suite 3400, Denver, Colorado 80202, and 
DAVID A. PUSTKA, a resident of Houston, Texas (the "Officer"), whose mailing 
address is 2504 Brentwood Drive, Houston, Texas 77019.

                                       RECITALS

A.   The Officer and the Company are parties to an Employment Agreement dated 
as of November 10, 1995 (the "Original Agreement"), whereby the Officer 
agreed to serve as the Company's Vice President of Gulf Coast Exploration and 
Division General Manager.

B.   The Officer and the Company desire to renew, extend and modify the 
Original Agreement on the terms set forth herein.

                                      AGREEMENT
     
NOW, THEREFORE, in consideration of the premises and the mutual covenants 
contained herein, the Company and the Officer agree as follows:

1.   EMPLOYMENT: The Company hereby employs the Officer to direct an 
exploration and development program in the offshore areas of the Gulf Coast 
region of the continental United States, and to perform such other duties for 
the benefit of the Company as may from time to time be directed or requested 
by the Company acting through the Company's Chief Executive Officer. 
Officer's primary responsibility will be to continue to head the Gulf Coast 
Division of the Company in its Houston, Texas office and to continue to 
implement the Business Plan executed by the Officer and the Company as of 
November 10, 1995 (the "Business Plan"), with such modifications as the 
Officer and the Company through its Chief Executive Officer have agreed to or 
will in the future agree to in order to reflect the results and evolution of 
the Company's offshore program. The Officer's title will remain Vice 
President of Gulf Coast Exploration and Division General Manager and Officer 
will continue to report directly to the Company's Chief Executive Officer.  
The Officer will not have responsibility for overseeing the Company's onshore 
Gulf of Mexico activities but will coordinate the administrative integration 
(e.g., office and sytems utilization) of the Gulf Coast Division with any 
onshore division that may be established by the Company in Houston.

2.   TERM.  The employment provided for herein shall commence on the 
Effective Date and end on February 1, 2002 (the "Term"), provided that the 
Term will be automatically extended for one year on each anniversary of the 
Effective Date beginning on February 1, 2002 unless either party gives 
written notice to the other no later than 60 days prior to the end of the 
Term (as extended) that the notifying party does not elect to extend the 
Term. Upon expiration of the Term, the Officer's employment with the Company 
will terminate unless the parties agree for the 

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Officer to remain employed as an employee at will of the Company or unless 
the parties enter into an additional written agreement governing their 
relationship.

3.   EXTENT OF SERVICES.  The Officer shall devote his best efforts and full 
business time and attention to furthering the business of the Company and 
shall not during the Term hereof be engaged in other activities either 
directly or indirectly that require similar services or that require such 
substantial services on the part of the Officer that the Officer is unable to 
perform the duties assigned to him by the Company.  The foregoing shall not 
be construed as preventing the Officer from maintaining or making investments 
in any class of securities of a company or from holding working interests, 
overriding royalty interests or royalty interests in any oil and gas 
property, or from owning interests in partnerships engaged in the oil and gas 
business, provided that such investments do not require services on the part 
of the Officer that would impair the performance of his duties under this 
Agreement or would create a conflict of interest for the Officer with the 
Company.

4.   COMPENSATION.  

(a)  SALARY.  Officer shall be compensated by a salary in the amount of 
$170,000 per annum payable in substantially equal monthly installments during 
the term hereof.  The Officer's salary shall be subject to review annually 
and any variation resulting from such review shall take effect thereafter as 
if such salary amount was specifically provided for herein; provided, 
however, that the Officer's salary during the Term shall never be reduced and 
shall be raised annually beginning in 2000 no less than the percentage equal 
to the annual rate of inflation for the prior full calendar  year as measured 
by the U.S. Consumer Price Index or an alternative comparable national index 
if that index is not published..   

(b)  BENEFITS.  Officer shall be entitled to participate in any of the 
Company's benefit and deferred compensation plans as are from time to time 
generally available to the officers of the Company, including the Company's 
401(k) plan, medical and dental plans, and life and disability insurance 
plans (provided, however, that the Officer's benefits may be modified or the 
Officer may be denied participation in any such plan because of a condition 
or restriction imposed by the plan, applicable law or regulation of a 
third-party insurer or other provider in relation to participation of 
officers; and provided further that the Officer's benefits may be modified as 
reasonably necessary in order to account for differences in plans available 
in Houston).  The current employee benefit plans of the Company are described 
in Exhibit A attached hereto.

(c)  BONUS.  Officer shall be entitled to participate in the Company's bonus 
program applicable to other officers of the Company.  The parties intend and 
anticipate that the Company will have a bonus program based on the success of 
the Company in meeting its goals for each year and on the success of 
individual officers in meeting their individual goals; however, nothing in 
this paragraph shall be construed as obligating the Company to award bonuses 
in any given year to Company officers in general or to Officer provided that 
the Company does not discriminate against Officer in failing to award a bonus 
to him under circumstances in which it is awarding bonuses to other officers. 

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(d)  STOCK OPTIONS.  Officer shall be granted an option under the Company's 
Equity Incentive Plan to purchase 75,000 shares of the Company's common 
stock, at a purchase price equal to the fair market value of the common stock 
on the Effective  Date, such options to be incentive stock options to the 
extent permissible under Section 422 of the Internal Revenue Code of 1986, to 
vest in three equal installments over the three year-period commencing on the 
Effective Date, to be exercisable during Officer's employment with the 
Company to a maximum term of 10 years, and to be subject to such other terms 
as are contained in the Company's standard stock option agreement, a copy of 
which has previously been executed by the Officer.  During the first three 
years of the Term, the Officer shall not be eligible to receive additional 
grants of options to purchase common stock under the Equity Incentive Plan 
but shall continue to be eligible to receive performance shares, restricted 
stock and other incentive compensation at the discretion of the Compensation 
and Incentive Committee of the Board of Directors (the "Committee"), and 
during any subsequent one-year extensions of the Term the Officer shall be 
eligible to receive additional stock option grants at the discretion of the 
Committee.  

(e)  OTHER PERQUISITES.  Officer shall be entitled to expense reimbursements, 
vacation (including no less than four weeks per year), athletic club 
membership and other benefits in accordance with the practices of the Company 
but in no event less than available to other officers of the Company..  

5.   OVERRIDING ROYALTY PLAN.  The Company has established effective November 
30, 1995 and will continue to maintain during the Term hereof a Gulf Coast 
Geoscientist Overriding Royalty Interest Plan for the benefit of the gulf 
coast exploration team (the "Override Plan").  The Override Plan will 
continue to provide, among other terms, for an award to the participants, 
including the Officer, of an overriding royalty interest on properties 
acquired by the Company for exploration as a result of the efforts of the 
Officer's Gulf Coast team.  A copy of the Override Plan is attached hereto as 
Exhibit B.

6.   PROTECTION OF COMPANY INTERESTS.

(a)  The Officer acknowledges that in the course of his employment by the 
Company he will receive, obtain or develop certain trade secrets, programs, 
geologic, geophysical, engineering and exploration data, lists of investors, 
customers and business contacts and other confidential information relating 
to the Company's business.  The Officer understands that such information is 
confidential and agrees not to reveal such information and knowledge to 
anyone outside the Company or use the information in competing with the 
Company for his own benefit for the term of such employment.  Upon 
termination of employment, the Officer shall surrender to the Company all 
papers, documents, writings, work product and other property produced by him 
or coming into his possession during the Term of such employment.  The 
Officer agrees that all such material will at all times remain the property 
of the Company.  

(b)  The Officer further understands and agrees that:

     (i)  Prior to the  Date of Termination, except in the performance of his
     duties for the Company, the Officer will not directly or indirectly,
     individually or as an agent, officer or 

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     employee of another, participate in or otherwise be involved in (aa) the
     review, interpretation or evaluation of geological or geophysical data 
     pertaining to, (bb) the negotiation, acquisition, or disposition of, or 
     (cc) the supervision of the development of, in each case, Prospects 
     identified or generated by the Company's Gulf Coast exploration team 
     during the Term of this Agreement; and

     (ii) After the Date of Termination, the Officer shall be released of the
     foregoing covenant as to all areas, including but not limited to the Gulf 
     region, of the continental United States which are not designated by the
     parties as "Reserved Prospects" in the following manner.  The Officer shall
     submit to the Company a list of all Prospects identified or generated by
     the Company's Gulf Coast team during the Term of this Agreement which have
     not been either acquired or rejected for acquisition by the Company, and
     the Company will either approve such list within 30 days of submittal or 30
     days after the Date of Termination, whichever last occurs, or within such
     period notify the Officer of any additions to, subtractions from, or other
     proposed changes to such list.  As to those Reserved Prospects to which the
     parties agree, the Officer will not directly or indirectly, individually or
     as an agent, officer or employee of or advisor to another undertake any
     action for a period of one year from the Date of Termination, and the
     Officer will continue to be entitled to his share (determined as of the
     date on which notice of termination is delivered to or by the Company) of
     any overriding royalty burdening interests in such Reserved Prospects that
     become vested in the Company's Gulf Coast exploration team within one year
     from the Date of Termination.  As to those Prospects over which the parties
     disagree regarding their designation as Reserved Prospects, the parties
     shall resolve such dispute pursuant to binding arbitration under the Rules
     of the American Arbitration Association ("AAA") in effect on the date of
     the demand for arbitration, and until such resolution the covenant
     contained in subparagraph (i) above shall continue to apply to all
     potentially affected Reserved Prospects designated by either party.  Any
     party desiring arbitration shall give written notice to the other party
     setting forth those disputed Reserved Prospects to be subject to
     arbitration.  The party receiving the demand shall have ten days to either
     (i) resolve the dispute as to the disputed Reserved Prospects or (ii)
     provide written notice of acceptance of arbitration as to those disputed
     Reserved Prospects which remain unresolved; failure to respond shall be
     deemed an election to arbitrate all matters specified in the notice. 
     Following acceptance of arbitration, each party shall have thirty days to
     select an arbitrator.  Those arbitrators will then, in turn, have 14 days
     to select a third arbitrator.  Notwithstanding any rule of the AAA to the
     contrary, any disinterested adult can serve as an arbitrator and need not
     be listed or provided by the AAA.  Once selected, the arbitrators will
     schedule and conduct arbitration as soon as practicable.  The costs of
     arbitration shall be allocated to the parties as determined by the
     arbitrators.

     (iii) The Officer shall (aa) review the written policies of the Company
     regarding the dealing in securities of the Company and (bb) comply where
     relevant with every rule of law or regulation of the Nasdaq Stock Market or
     other stock exchange on which the Company's securities are or may be
     traded, all applicable regulatory authority and every rule or code of
     conduct of the Company in relation to dealings in securities of the 

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     Company or any associated company.

7.   TERMINATION OF EMPLOYMENT.  

(a)  The employment provided for herein will terminate as provided in 
paragraph 2 hereof unless earlier terminated by any of the following:

     (i)  Upon the death of the Officer; or

     (ii)  Upon the disability of the Officer, which for purposes of this
     Agreement shall be the physical or mental inability of the Officer to carry
     out the normal and usual duties of his employment on a full time basis for
     the entire period of ninety (90) continuous days with the reasonable
     likelihood as determined by the Company, upon the advice of a qualified
     physician, that the Officer will be unable to carry out the normal and
     usual duties of his employment on a full time basis for the following
     continuous period of ninety (90) days, and within thirty (30) days after
     notice of termination is given by the Company to the Officer, the Officer
     shall not have returned to the performance of his duties on a full time
     basis; or 

     (iii) "For cause" (as defined in clause (b) of this Paragraph 7) upon
     written notice of such termination given by the Company to the Officer or
     by the Officer to the Company, as applicable.

(b)  As used herein, "for cause" with respect to the Officer shall mean:

     (i)  The commission of acts amounting to willful misconduct, gross
     negligence, or intentional and continual neglect of duties to the detriment
     of the Company which in the business judgment of the Board of Directors of
     the Company has adversely affected the Company; or

     (ii)  Theft or conviction of a felony or any other crime involving
     dishonesty or moral turpitude; or

     (iii)  Willful and continual failure or refusal to follow written policies
     or directives established by the Board of Directors of the Company or
     substantially perform duties in accordance with this Agreement (other than
     failure resulting from the Officer's incapacity due to physical or mental
     illness); or

     (iv)  A material breach by the Officer of this Agreement including a
     material failure to achieve the standards, objectives or performance
     required or contemplated to be achieved by the Officer in the Business Plan
     approved by the parties.

     As used herein "for cause" with respect to the Company shall mean:

     (v)  A material breach by the Company of the Override Plan, or a material
     alteration or 

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     termination of the Override Plan by the Company; or

     (vi)  The Company should permit the termination of the Insurance (as
     defined in Paragraph 9 hereof), or the material modification of the
     indemnity established in Article VI, Section 1 of the Company's bylaws or
     of the Insurance which results in the reduction or restriction as to
     amounts or coverages provided for Officer's benefit by the Company; or

     (vii)  A material breach by the Company of this Agreement including a
     material failure to achieve the standards, objectives or performance
     required or contemplated to be achieved by the Company in the Business Plan
     approved by the parties; or

     (viii) The assignment to the Officer by the Company of any duties
     materially inconsistent with, or a substantial alteration in the nature or
     status of, the Officer's responsibilities or title from those described in
     this Agreement; or the reduction of the Officer's compensation, benefits or
     perquisites as in effect during the Term of this Agreement; or the
     relocation of the Company's Gulf Coast Division office away from downtown
     Houston, Texas; or the Company's relocation of the Officer to any place
     other than the offices of the Company located in Houston, Texas, it being
     understood that such relocation shall not be deemed to have occurred on the
     basis of reasonably required travel by the Officer on the Company's
     business to an extent substantially consistent with the Business Plan; or

     (ix) The occurrence of a Change of Control of the Company.  For purposes of
     this Agreement, "Change of Control" is defined as follows:

          (i)  Any "person" or "group" (within the meaning of Sections
          13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
          amended (the "1934 Act")), other than a trustee or other
          fiduciary holding securities under an employee benefit plan of
          the Company or Mr. Michael Smith is or becomes the "beneficial
          owner" (as defined in Rule 13d-3 under the 1934 Act), directly or
          indirectly, of more than thirty-three and one-third percent
          (33-1/3%) of the then outstanding voting stock of the Company; or

          (ii) Individuals who, as of the date hereof, constitute the Board
          of Directors of the Company (and any new director whose election
          by the Board or whose nomination for election by the Company's
          stockholders is approved by a vote of at least two-thirds of the
          directors then still in office who either were directors as of
          the date hereof or whose election or nomination for election is
          subsequently so approved) cease for any reason to constitute a
          majority thereof; or

          (iii) The stockholders of the Company approve a merger or
          consolidation of the Company with any other corporation, other
          than a 

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          merger or consolidation which would result in the voting
          securities of the Company outstanding immediately prior thereto
          continuing to represent (either by remaining outstanding or by
          being converted into voting securities of the surviving entity)
          at least 51% of the combined voting power of the voting
          securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation; or the
          stockholders approve a plan of complete liquidation of the
          Company or an agreement for the sale or disposition by the
          Company of all or substantially all of the Company's assets;
          provided, however, that if the merger, plan of liquidation or
          sale of all or substantially all assets is not consummated
          following such stockholder approval and the transaction is
          abandoned, then the Change of Control shall be deemed not to have
          occurred; or

          (iv) Michael Smith voluntarily terminates his employment as Chief
          Executive Officer or his employment as Chief Executive Officer is
          terminated following any of the events described in subsections
          (i), (ii) or (iii) above, if the Officer elects to treat such
          occurrence as a Change of Control by written notice to the
          Company no later than 120 days from the date of termination of
          Mr. Smith's employment as Chief Executive Officer.     

(c)  Termination of employment by the Company or by the Officer (other than 
termination resulting from death) shall be communicated by written notice to 
the other party hereto.  For purposes of this Agreement, any such notice of 
termination shall indicate the specific termination provision in this 
Agreement relied upon and shall set forth in reasonable detail the facts and 
circumstances being the basis for termination.  Any such written notice shall 
be conclusively presumed to have been given if signed by the Company or the 
Officer, as applicable and deposited in the United States mail with adequate 
postage affixed, return receipt requested,  and addressed to the Officer or 
to the Company as applicable, at the respective mailing addresses shown in 
the initial recitals of this Agreement.  Actual delivery of any such written 
notice shall also constitute satisfaction of the requirement for written 
notice hereunder.

(d)  The Date of Termination shall mean (i) if the employment is terminated 
by the death of the Officer, the date of death, (ii) if the employment is 
terminated by the disability of the Officer, thirty (30) days after notice of 
termination is given, provided the Officer shall not have returned to the 
performance of his duties on a full time basis during such thirty (30) day 
period, or (iii) if the employment is terminated "for cause" pursuant to 
clause (a) (iii) or for any other reason, 30 days after the date on which the 
notice of termination is given if the basis for termination stated in the 
termination notice is not cured by the end of such 30-day period.

8.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.

(a)  During any period that the Officer fails to perform his duties hereunder 
as a result of incapacity due to physical or mental illness (a "disability"), 
the Officer shall continue to receive a

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<PAGE>

salary and other benefits in effect for such period until the Officer's 
employment is terminated as in Paragraph 7(a) (ii) hereof, provided that 
payments so made to the Officer during the disability period shall be reduced 
by the amounts, if any, paid to the Officer under any disability benefits 
plans maintained by the Company.

(b)  If the Officer's employment is terminated pursuant to Paragraph 7(a) 
(ii) hereof because of his disability, the Company shall pay to the Officer 
the Officer's salary through the end of the month during which such 
termination occurs,  and shall deliver any assignments, correction of 
assignments, or other instruments reasonable or necessary in order to provide 
the Officer with record title to the interests earned by the Officer prior to 
the date of termination pursuant to the Override Plan.  If the Officer should 
die prior to the time that he has received all payments provided for pursuant 
to this Paragraph 8(b), the balance of such payments shall be made to the 
Officer's estate.

(c)  If the Officer's employment is terminated pursuant to Paragraph 7(a) (i) 
hereof because of his death, the Company shall pay to the Officer's estate 
that portion of the Officer's salary that would have accrued through the end 
of the month during which the Officer's death occurred,  and the Company 
shall deliver or cause to deliver any assignments, correction of assignments, 
or other instruments reasonable or necessary in order to provide the 
Officer's estate with record title to the interests earned by the Officer 
prior to the date of termination pursuant to the Override Plan.

(d)  If the employment is terminated pursuant to Paragraph 7 hereof and for 
any cause other than the Officer's death or disability, the Company shall pay 
or otherwise account to the Officer for all compensation and benefits 
provided for herein and in the Override Plan through the Date of Termination 
provided for in Paragraph 7 (d) hereof; provided, however, that subject to 
Paragraph 8(e), if the Company terminates the Officer's employment for any 
reason other than specifically provided in Paragraph 7(a) or if the Officer 
terminates his employment for cause as defined in Paragraph 7(b), the Company 
shall pay to the Officer the amount of salary that would otherwise have 
accrued from the Date of Termination through the balance of the Term and 
shall deliver or cause to deliver any assignments, correction of assignments 
or other instruments reasonable or necessary in order to provide the Officer 
with record title to (i) the overriding royalty interests vested in the 
Officer prior to the Date of Termination pursuant to the Override Plan and 
(ii) overriding royalty interests burdening interests acquired by the Company 
in Reserved Prospects within one year after the Date of Termination that 
would have been vested in the Officer pursuant to the Override Plan 
(determined as of the date on which notice of termination is delivered to or 
by the Company) if he had been employed with the Company at the time of such 
acquisition.

(e)  If the employment is terminated by the Officer following a Change of 
Control, then in lieu of the salary for the balance of the Term payable as 
provided in Paragraph 8(d), and subject to paragraph 8(g), then the Company 
(i) shall pay to the Officer in a lump sum in cash within five (5) days of 
the Date of Termination an amount equal to three times the sum of (x) the 
Officer's salary (calculated at the rate of his salary for the 12 months 
preceding the date of termination) plus (y) a bonus equal to the average 
annualized bonus received by the Officer prior to 

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termination, and (ii) shall make all of the Officer's options, performance 
shares, and restricted stock fully vested and exercisable.

(f)  Following a termination "for cause" under paragraph 7(b) other than in 
connection with a Change of Control, the Officer may in the Officer's sole 
discretion, by delivery of a notice to the Company within thirty (30) days 
following such termination, elect to receive from the Company a lump sum 
payment by bank cashier's check equal to the present value of the flow of 
cash payments that would otherwise be paid to the Officer pursuant to 
paragraph 8(d) (not including any payments attributable to overriding 
royalties granted under the Override Plan).  Such present value shall be 
determined as of the date of delivery of the notice of election of the 
Officer and shall be based on a discount rate equal to the interest rate on 
90-day U.S. Treasury Bills, as reported in the Wall Street Journal (or 
similar publication) on the date of delivery of the election notice.  If the 
Officer elects to receive a lump sum payment pursuant to this paragraph 8(f), 
the Company shall make such payment to the Officer within sixty (60) days 
following the date on which the Officer notifies the Company of the Officer's 
election.  

(g)  Notwithstanding any other provision of this Agreement, and except as 
provided in paragraph (i). below, the payments or benefits to which the 
Officer will be entitled under paragraph 8(e) will be reduced to the extent 
necessary so that the Officer will not be liable for the federal excise tax 
levied on certain "excess parachute payments" under section 4999 of the 
Internal Revenue Code.

          (i)   The limitation of paragraph 8(g) will not apply if the
          difference between (w) the present value of all payments to which the
          Officer is entitled under paragraph 8(e) determined without regard to
          paragraph 8(g) less (x) the present value of all federal, state and
          other income and excise taxes for which the Officer is liable as a
          result of such payments exceeds the difference between (y) the present
          value of all payments to which the Officer is entitled under paragraph
          8(e) calculated as if the limitation of paragraph 8(g) applies less
          (z) the present value of all federal, state and other income and
          excise taxes for which the Officer is liable as a result of such
          reduced payments.  Present values will be determined using the
          interest rate specified in section 280G of the Internal Revenue Code
          and will be the present values as of the date on which the Officer's
          employment terminates (unless it is necessary to use a different date
          in order to avoid adverse consequences under section 280G).

          (ii)   Whether payments to the Officer are to be reduced pursuant to
          paragraph 8(g), and the extent to which they are to be so reduced,
          will be determined by the Officer.  The Officer may, at the expense of
          the Company, hire an accounting firm, law firm or employment
          consulting firm selected by the Officer to assist him in such
          determination.  If a reduction is made pursuant to paragraph 8(g), the
          Officer will have the right to determine which payments and benefits
          will be reduced.

          (iii)   The Officer shall receive the benefit of any change made by
          the Company in 

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<PAGE>

          the calculation or entitlement of severance compensation following a 
          Change of Control for any other officer of the Company, such as an 
          agreement by the Company to "gross up" the compensation paid to an 
          officer by paying the excise tax imposed by Section 280G of the 
          Internal Revenue Code .

9.   INDEMNIFICATION AND RELATED INSURANCE.  As an inducement to Officer's 
acceptance of this Agreement, the Company hereby represents, warrants and 
covenants as follows:

(a)  Article VI, Section 1 of the Company's bylaws (i) establishes an 
indemnity in favor of the Company's officers for acts undertaken in 
connection with performance of the business of the Company, (ii) has not 
previously been amended, modified, rescinded or revoked, in whole or in part 
and (iii) is applicable to the Officer, in accordance with its terms;

(b)  The Company maintains directors and officers insurance summarized in 
Exhibit  attached hereto that is applicable to Officer and will acquire and 
maintain during the Term of this Agreement general liability, employers' 
liability and other insurance required by law or otherwise customary in 
connection with the operations to be undertaken by the Company in 
implementation of the Business Plan ("Insurance").

(c)  The Company will maintain a true and correct copy of  its bylaws and 
copies of the policies or cover notes evidencing the Insurance as are in 
effect, from time to time, during the term of this Agreement at the Company's 
principal place of business.  The Officer may inspect and copy any of these 
materials during the Company's normal business hours at the Company's 
principal place of business, or otherwise as the Company and the Officer may 
reasonably agree.

(d)  During the term of this Agreement, the Company will use reasonable 
efforts to maintain the bylaws and the Insurance to provide substantially the 
same indemnity and substantially the same or greater insurance coverages and 
policy amounts as result from the bylaws as they currently exist and the 
Insurance as currently existing or obtained by the Company following the date 
hereof. Nevertheless, in the event the Company decides to alter the bylaws or 
the Insurance, or the Company is no longer able to obtain the Insurance 
coverage and policy amounts presently in effect, the Company shall provide 
written notice, as soon as reasonably practicable (and advance notice if 
possible) if the terms of the indemnity or if the insurance coverages are (i) 
reduced or restricted as to the policy amount or coverage of risks or (ii) 
otherwise modified in any material respect.

10.  GOVERNING LAW.  This agreement shall be governed, construed and enforced 
in accordance with the laws of the State of Colorado.

11.  WAIVER.  Waiver by either party of a breach of any provision of this 
Agreement shall not operate or be construed as a waiver of any subsequent 
breach thereof or of any other provision.

12.  ENTIRE AGREEMENT.  This Agreement (and the Exhibits attached hereto) 
constitute 

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<PAGE>

the entire agreement between the parties hereto with respect to the subject 
matter hereof and the same supersedes any and all prior or contemporaneous 
promises or agreements and representations not set forth herein. This 
Agreement may not be amended except by written agreement executed by both the 
Company and the Officer.

13.  SEVERABILITY.  Should any one or more provision hereof be determined to 
be illegal or unenforceable, all other provisions hereof shall be given 
effect separately therefrom and should not be affected thereby.

IN WITNESS WHEREOF, the Company and the Officer have executed and delivered 
this Agreement as of the Effective Date.

                                          BASIN EXPLORATION, INC.

                                          ----------------------------------
                                          Title:
                                                ----------------------------



                                          ----------------------------------
                                          David A. Pustka

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