<PAGE>

                                 EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT is entered into this 28th day of January, 
1999, between BASIN EXPLORATION, INC., a Delaware corporation (the 
"Corporation"), and PATRICK A. JACKSON (the "Officer").

                                       RECITAL

     The Officer has accepted the Corporation's appointment as the 
Corporation's Vice President of Onshore Exploration, and the Corporation and 
the Officer desire to set forth herein the terms and conditions of his 
employment.

                                      AGREEMENT

     The parties hereto agree as follows:

     1.  AGREEMENT TO SERVE.

          1.1 TITLE.  The Corporation shall employ the Officer and the 
Officer shall serve in the employ of the Corporation as its Vice President of 
Onshore Exploration to establish, implement and direct an exploration and 
development program in the onshore areas of the United States and such other 
areas as may from time to time be directed or requested by the Corporation 
acting through its President.

          1.2 DUTIES.  The Officer shall assume and discharge the 
responsibilities of Vice President (as set forth in the Bylaws of the 
Corporation), as well as such other responsibilities as may be assigned to 
him by the Board of Directors (the "Board") of the Corporation and as are 
appropriate to the offices he holds. Such responsibilities shall include, 
without limitation, those activities allocated to the position in an Onshore 
Business Plan to be developed by the Officer in conjunction with other 
executives of the Corporation (the "Plan") including the hiring and direction 
of geoscientists and support personnel consistent with the Plan.  The Officer 
shall perform his responsibilities to the best of his abilities and shall 
devote his entire business time and attention to the good faith performance 
of his responsibilities.  The Officer shall report to the Corporation's Chief 
Executive Officer.  The Officer shall maintain his offices at both the 
Corporation's offices in Houston, Texas and in Denver, Colorado until the 
first to occur of (i) the Officer determines to relocate to Denver full time 
or (ii) the Corporation determines, no sooner than September 2000, to assign 
a primary location to the Officer in either Houston or Denver. This decision 
will integrate such factors as relative activity levels between the Houston 
and Denver offices and continuity of senior management decision-making and 
communication.  Attached as Exhibit A are the terms and conditions governing 
the Officer's commuting and relocation.

<PAGE>

          1.3 TERMINATION OF PRESENT EMPLOYMENT.  No later than January 31, 
1999, the Officer will give notice of termination of his Employment Agreement 
with Amoco Production Company ("Amoco").  The Officer represents to the 
Corporation that he is under no contractual or other restriction with Amoco 
that would prevent him from terminating his employment with that company or 
from accepting employment with the Corporation or that would subject the 
Corporation to liability for negotiating and executing this Agreement with 
the Officer.  

     2.  TERMS OF EMPLOYMENT.

          2.1 BASIC TERM.  The term of the Officer's employment under this 
Agreement (the "Term") shall commence on February 1, 1999, and end three 
years from the commencement date.  After the Term, if the Officer continues 
as the Vice President of Onshore Exploration of the Corporation, the 
Corporation will enter into a separate agreement to provide protection 
against Termination Upon a Change of Control, with compensation no less 
favorable to the Officer than the compensation provided for in Sections 2.7, 
4.1(a), 4.1(c), 4.1(d) and 4.1(e) of this Agreement or the compensation 
provided for in the change of control agreements accorded other vice 
presidents of the Corporation.  The Officer has the right to elect which 
arrangement shall apply.

          2.2 TERMINATION FOR CAUSE.  The Corporation shall have the right to 
terminate the Officer for cause and said termination shall be effected by 
written notification to Officer.  Grounds for termination for cause shall 
include only, (i) the Officer's material breach of any terms of this 
Agreement,  if such material breach has not been substantially cured within 
thirty (30) days following written notice to the Officer from the Corporation 
of such breach setting forth with specificity the nature of the breach or, if 
cure cannot reasonably be effected within such 30-day period, if the Officer 
does not commence such cure within such 30-day period and thereafter pursue 
such cure continuously and with due diligence until cure has been effected; 
(ii) willful and continual failure or refusal to (a) follow written policies 
or directives established by the Board of Directors of the Corporation or (b) 
perform Officer's duties set forth in Section 1.2 of this Agreement (other 
than failure resulting from the Officer's incapacity due to physical or 
mental illness); (iii) the Officer's willful dishonesty towards, fraud upon, 
felony crime against, deliberate material injury or material bad faith action 
with respect to, or deliberate or attempted injury to the Corporation; or 
(iv) the Officer's conviction for any felony crime (whether in connection 
with the Corporation's affairs or otherwise).  Upon the date of termination 
of his employment, the Corporation shall immediately pay all Accrued 
Compensation to the date of termination, but no other compensation or 
reimbursement of any kind, including, without limitation, the compensation 
contemplated by Article 4, and all of the Officer's stock options and other 
incentive compensation shall be void to the extent not previously exercised 
or vested.

          2.3 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.  The Corporation 
shall have the right, upon 30 days written notification to the Officer, to 
terminate the Officer's employment without cause.  The Officer shall have the 
right, upon 30 days written notification to the Corporation, to terminate the 
Officer's employment for Good Reason (as defined in Section 2.7(a)).  Upon 
any termination by the Corporation without cause or termination by the 
Officer for Good Reason in the absence of a Change in Control, (i) the 
Officer shall be paid all accrued salary, vested deferred 

                                       2
<PAGE>

compensation (other than pension plan or profit-sharing plan benefits, which 
will be paid in accordance with the applicable plan), any benefits then due 
under any plans of the Corporation in which the Officer is a participant,  
and any appropriate business expenses incurred by the Officer in connection 
with his duties hereunder, all to the effective date of termination ("Accrued 
Compensation"), and all compensation provided for in Section 4.1(b) and (ii) 
and all of the Officer's options shall be deemed fully vested and exercisable.

          2.4 DISABILITY.  If, during the Term of this Agreement, the 
Officer, in the reasonable judgment of the Chief Executive Officer of the 
Corporation, has failed to perform his duties under this Agreement on account 
of illness or physical or mental disability, which condition renders the 
Officer incapable of performing the duties of his office, and such condition 
continues for a period of more than six (6) consecutive months or for a total 
of six months during any 12-month period, the Corporation shall have the 
right to terminate the Officer's employment hereunder by written notification 
to the Officer and payment to the Officer of all Accrued Compensation to the 
date of termination, but no other compensation or reimbursement of any kind, 
without prejudice to his claims for payments from any benefit plans.

          2.5 DEATH.  In the event of the Officer's death during the Term of 
this Agreement, the Officer's employment shall be deemed to have terminated 
as of the last day of the month during which his death occurs, and the 
Corporation shall pay to his estate all Accrued Compensation to the date of 
termination, but no other compensation or reimbursement of any kind, unless 
provided by a welfare benefit plan for which the Officer is eligible as an 
employee of the Corporation or as otherwise provided by law (i.e. workers 
compensation law).

          2.6 VOLUNTARY TERMINATION.  In the event Sections 2.2, 2.3, and 2.7 
are not applicable, the Officer may, upon 30 days written notification to 
the Corporation, voluntarily terminate his employment hereunder.  Upon the 
date of termination of his employment, the Corporation shall immediately pay 
all Accrued Compensation to the date of termination, but no other 
compensation or reimbursement of any kind, including, without limitation, the 
compensation contemplated by Article 4.

          2.7 TERMINATION UPON A CHANGE IN CONTROL.  In the event of a 
Termination Upon a Change in Control, the Officer shall immediately be paid 
all Accrued Compensation and the severance compensation provided for in 
Section 4.1(c). "Termination Upon a Change in Control" shall mean a 
termination by the Corporation without Cause or a termination by the Officer 
for Good Reason (as defined below) of the Officer's employment with the 
Corporation, in each case following a "Change in Control" (as defined below).

               (a)  For purposes of this Agreement "Good Reason" shall 
include any of the following (without the Officer's express written consent):

                         (i)  the assignment to the Officer by the 
     Corporation of any duties materially inconsistent with, or a substantial 
     alteration in the nature or status of, the Officer's responsibilities as 
     contemplated by this Agreement;

                                       3
<PAGE>

                         (ii)  a reduction by the Corporation in the 
     Officer's compensation, benefits or perquisites as in effect during the 
     Term of this Agreement;

                         (iii)  a relocation of the Corporation's principal 
     offices to a location outside Denver, Colorado, or Houston, Texas, or 
     the Corporation's relocation of the Officer to any place other than the 
     offices of the Corporation located in Houston, Texas, or Denver, 
     Colorado, 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 Corporation's business to an extent substantially 
     consistent with the Plan;

                         (iv)  any material breach by the Corporation of any 
     provision of this Agreement, if such material breach has not been cured 
     within thirty (30) days following written notice by the Officer to the 
     Corporation of such breach setting forth with specificity the nature of 
     the breach; or

                         (v)  any failure by the Corporation to obtain the 
     assumption and performance of this Agreement by any successor (by 
     merger, consolidation or otherwise) or assign of the Corporation.

               (b)  For purposes of this Agreement, "Change in Control" shall
mean the following: 

                         (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 Corporation
     or Mr. Michael Smith (or his affiliates or associates) 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
     Corporation; or

                         (ii)  Individuals who, as of the date hereof,
     constitute the Board (and any new director whose election by the Board
     or whose nomination for election by the Corporation'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

                                       4
<PAGE>

                         (iii)  The stockholders of the Corporation
     approve a merger or consolidation of the Corporation with any other
     corporation, other than a merger or consolidation which would result
     in the voting securities of the Corporation 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 Corporation or such surviving entity outstanding immediately after
     such merger or consolidation, or the stockholders approve a plan of
     complete liquidation of the Corporation or an agreement for the sale
     or disposition by the Corporation of all or substantially all of the
     Corporation's assets; provided, however, that if the merger, plan of
     liquidation or sale of 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
     Corporation no later than 120 days from the date of termination of Mr.
     Smith's employment as Chief Executive Officer.    

               (c)  Notwithstanding anything else in this Agreement, solely 
in the event of a Termination Upon a Change in Control pursuant to Section 
2.7, the aggregate of the amount of severance compensation paid to the 
Officer under this Agreement or otherwise shall not include any amount that 
the Corporation is prohibited from deducting for federal income tax purposes 
by virtue of Section 280G of the Internal Revenue Code or any successor 
provision.

     3.  COMPENSATION.

          3.1 BASE SALARY.  The Corporation agrees to pay the Officer for his 
services hereunder a salary at the rate of $14,166.67 per month ("Base 
Salary") payable in equal semimonthly installments in arrears during the term 
of this Agreement. Such amount may be increased, but not decreased below the 
amount stated in this section 3.1, during the term of this Agreement.

          3.2 BENEFITS.  The Officer shall be entitled to participate in any 
of the Corporation's benefit and deferred compensation plans as are from time 
to time available to the officers of the Corporation, including the 
Corporation'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 law or regulation or third-party 
insurer or other provider relating to participation of officers).  

                                       5
<PAGE>

          3.3 BONUS.  The Officer shall be entitled to participate in the 
Corporation's bonus program applicable to other officers and employees of the 
Corporation, provided, however, that in determining the appropriate amount of 
the Officer's bonus for any period, the Board of Directors will take into 
account the amount, if any, of proceeds received by the Officer from the 
onshore overriding royalty plan described in Section 3.6. In addition, on 
February 15, 1999 the Corporation will pay to the Officer a bonus of $65,000 
(subject to required withholding taxes and other deductions required by law), 
subject to reduction or refund by the Officer to the Corporation when and to 
the extent, if any, (i) the Officer voluntarily terminates his employment 
with the Corporation pursuant to Section 2.6 within two years from the 
commencement of his employment hereunder, (ii) is terminated for cause as 
provided in Section 2.2, or (iii) receives prior to or during the term of 
this Agreement a severance payment from Amoco in connection with termination 
of his employment with Amoco.  The Officer agrees to attempt to use 
reasonable diligence to attempt to collect such severance payment from Amoco 
but shall not be obligated to pursue legal action.

          3.4 STOCK OPTIONS.  The Officer shall be granted an option under 
the Corporation's Equity Incentive Plan to purchase 60,000 shares of the 
Corporation's common stock, at a purchase price equal to the fair market 
value of the common stock at the close of business on November 30, 1998, such 
options to be incentive stock options to the extent permissible under Section 
422 of the Internal Revenue Code of 1986 or, at the Officer's election, 
non-qualified stock options if the Officer does not elect to meet the tests 
required under Section 422.  The options will vest in three equal 
installments over the three-year period commencing February 1, 1999, will be 
exercisable for the Term of this Agreement and for any additional period 
during the Officer is employed by the Corporation (to the extent vested at 
termination) and will have a term of ten years.  The exercise price may be 
paid by delivery to the Corporation of a properly executed notice of exercise 
together with irrevocable instructions to a broker to deliver to the 
Corporation the amount of the proceeds of the sale of all or a portion of the 
shares of stock or of a loan from the broker to the Officer necessary to pay 
the exercise price. The grant of stock options hereunder shall be 
memorialized by a written Stock Option Agreement on the Corporation's 
standard form, a copy of which is attached hereto as Exhibit B. The Officer 
shall be eligible to receive additional grants of incentive compensation 
under the Equity Incentive Plan at the discretion of the Compensation and 
Incentive Committee of the Board of Directors; provided, however, that the 
Officer shall  receive a guaranteed minimum grant of 5,000 performance shares 
during the Performance Cycle beginning in 1999 under the Corporation's 
Performance Shares Plan. 

          3.5 OTHER PERQUISITES.  The Officer shall be entitled to expense 
reimbursements, vacation and other benefits in accordance with the practices 
of the Corporation.

          3.6  OVERRIDING ROYALTY. The Officer shall be entitled to 
participate in an onshore overriding royalty plan to be established by the 
Corporation for the Officer, geoscientists hired by the Officer and other 
personnel on terms to be approved by the Compensation and Incentive Committee 
of the Board of Directors but providing for a total amount of available 
overriding royalty in the amount of 2.5% of the working interest acquired by 
the Corporation and its investors and program participants, an allocation to 
individual participants of no greater than .625%, and other 

                                       6
<PAGE>

terms and conditions comparable to the Gulf Coast Geoscientists Overriding 
Royalty Plan currently in effect for the Corporation's offshore activities. 

     4.  COMPENSATION UPON TERMINATION.

          4.1 CALCULATION AND PAYMENT OF COMPENSATION.

               (a) In the event the Officer's employment is terminated under 
Sections 2.3 or 2.7, the parties acknowledge that the Officer will sustain 
actual damages, the amount of which is indefinite, uncertain and difficult of 
exact ascertainment because of the uncertainties of successfully relocating 
and seeking a comparable position.  In order to avoid dispute as to the 
amount of such damages and the mutual expense and inconvenience such dispute 
would entail, the Corporation and the Officer have agreed hereby that the 
Corporation shall pay to the Officer compensation as provided in Sections 
4.1(b) or 4.1(c), as applicable.  It is hereby agreed that in the event of 
any such termination, the Officer shall receive such amounts as herein 
provided, not as a penalty, but as the Officer's agreed compensation and sole 
damages for the termination of this Agreement, in lieu of the Officer's proof 
of his actual damages on that account.  All such compensation shall be 
without prejudice to the Officer's right to receive all Accrued Compensation 
(as defined in Section 2.3) earned and unpaid up to the time of termination.

               (b) In the event the Corporation or the Officer terminates the 
Officer's employment at any time prior to the end of the Term pursuant to 
Section 2.3, then the Corporation shall pay compensation in an amount equal 
to the Officer's Base Salary (at the rate payable at the time of such 
termination) for the balance of the Term on the dates specified in Section 
3.1, plus a bonus for each year (or pro rata part thereof) remaining in the 
Term equal to the  average annualized bonus received by the Officer prior to 
termination. 

               (c) In the event the Officer's employment is terminated at any 
time prior to the end of the Term pursuant to Section 2.7, then the 
Corporation (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 Base Salary (calculated at the rate of his Base 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 termination, 
and (ii) shall make all of the Officer's options fully vested and 
exercisable.  

               (d) Following a termination under Section 2.3, the Officer may 
in the Officer's sole discretion, by delivery of a notice to the Corporation 
within thirty (30) days following such termination, elect to receive from the 
Corporation 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 Section 4.1.  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 Section 4.1(d), the Corporation shall make 
such payment to the Officer 

                                       7
<PAGE>

within sixty (60) days following the date on which the Officer notifies the 
Corporation of the Officer's election.  

               (e) No deduction shall be made by the Corporation under this 
Section 4.1 for any compensation earned by the Officer from any other 
employment or for any other monies otherwise received by the Officer from any 
third parties subsequent to termination of employment hereunder.

     5. PROTECTION OF CORPORATION INTERESTS.

          5.1. CONFIDENTIALITY.  The Officer acknowledges that in the course 
of his employment by the Corporation he will receive, obtain or develop 
certain trade secrets, programs, geologic, geophysical, engineering and 
exploration data, and other confidential information relating to the 
Corporation's business. The Officer understands that such information is 
confidential and agrees not to reveal such information and knowledge to 
anyone outside the Corporation or use the information in competing with the 
Corporation for his own benefit while he is employed by the Corporation 
hereunder or for a period of three years following the termination of his 
employment with the Corporation, subject to Section 5.2(c) below with respect 
to the Officer's right to compete with the Corporation after termination of 
employment. Upon termination of employment, the Officer shall surrender to 
the Corporation all papers, documents, writings, work product and other 
property produced by him or coming into his possession during such 
employment.  The Officer agrees that all such material will at all times 
remain the property of the Corporation.  

          5.2. NONCOMPETE.  The Officer further understands and agrees that:

               (a)  During his employment hereunder the Officer shall not 
directly or indirectly, unless the Corporation gives its prior written 
consent:

                         (i)  consult with, act as agent for, or otherwise
     intentionally assist any Competitor to compete or prepare to compete
     with the Corporation in any of the Corporation's then businesses;

                         (ii)  own any interest (other than a passive 
     investment interest of not more than 5% of the voting securities) in any 
     Competitor; or

                         (iii)  take any action specifically intended to divert
     from the Corporation to any Competitor or to the Officer or any person
     directly or indirectly related thereto any opportunity which would be
     within the scope of the Corporation's existing or planned or
     contemplated business.

For purposes of this Agreement, a "Competitor" means any entity which at 
relevant times engages or is making plans to engage, in whole or in part, in 
the oil and gas exploration and production business.

                                       8
<PAGE>

               (b)  Prior to the effective date of termination of this 
Agreement, except in the performance of his duties for the Corporation, the 
Officer will not directly or indirectly, individually or as an agent, officer 
or employee of another, participate in or otherwise be involved in (i) the 
review, interpretation or evaluation of geological or geophysical data 
pertaining to, (ii) the negotiation, acquisition, or disposition of, or (iii) 
the supervision of the development of, in each case, "Prospects," which for 
purposes hereof are defined as those leads, opportunities, projects and other 
ideas identified or generated by the Corporation's employees or consultants 
or other parties during the Officer's employment under this Agreement; and

               (c)   After the effective date of termination of this 
Agreement, the Officer shall be released of the foregoing covenant in Section 
5.2(b) as to all areas of the United States or any other country not 
designated by the parties as "Reserved Prospects" in the following manner.  
The Officer shall submit to the Corporation a list of all Prospects 
identified or generated by the Corporation's employees or consultants during 
the Officer's employment under this Agreement which the Corporation intends 
to evaluate or is actively evaluating or in which the Corporation is 
conducting or planning to conduct exploration, acquisition, or development 
activities ("Reserved Prospects"). The Corporation will either approve such 
list within 30 days of submittal or 30 days after the date of termination of 
this Agreement, 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 two 
years from the effective date of termination of this Agreement.  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 (b) 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.  Section 6.4 of 
this Agreement shall apply to any arbitration hereunder to the extent not in 
conflict with the specific provisions hereof.

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

                                       9
<PAGE>

     6. MISCELLANEOUS.

          6.1  SEVERABILITY.  Should a court or other body of competent 
jurisdiction determine that any provision of this Agreement is excessive in 
scope or otherwise invalid or unenforceable, such provision shall be adjusted 
rather than voided, if possible, so that it is enforceable to the maximum 
extent possible, and all other provisions of the Agreement shall be deemed 
valid and enforceable to the extent possible.

          6.2  WITHHOLDINGS.  All compensation and benefits to the 
Officer hereunder, including, without limitation, those payments contemplated 
by Article 4, shall be reduced by all federal, state, local and other 
withholdings and similar taxes and payments required by applicable law.

          6.3 INDEMNIFICATION.  Subject to the Officer's representation 
under Section 1.3, the Corporation hereby agrees to indemnify the Officer 
from and against any and all liability, loss, or expense (including 
reasonable attorneys' fees) that the Officer may suffer as a result of any 
claims, suits, actions, or proceedings arising out of any allegation that the 
Officer's duties and responsibilities hereunder conflict with the Officer's 
obligations to a former employer.

          6.4  ARBITRATION.  In addition to the matters to be resolved under 
Section 5.2, the parties hereby submit all controversies, claims and matters 
of difference in any way related to this Agreement or the performance or 
breach of the whole or any part hereof to arbitration by three arbitrators in 
Denver, Colorado, according to the rules and practices of the American 
Arbitration Association from time to time in force.  If such rules and 
practices shall conflict with the Colorado Rules of Civil Procedure or any 
other provisions of Colorado law then in force, such Colorado rules and 
provisions shall govern. Arbitration of any such controversy, claim or matter 
of difference shall be a condition precedent to any legal action thereon.  
This submission and agreement to arbitration shall be specifically 
enforceable.

     Within 30 days of the receipt by one party of a written notice to 
arbitrate delivered by the other party, each party shall select one 
arbitrator by written notice to the other party.  Within 30 days of the 
delivery of both notices, the two arbitrators will select a third arbitrator. 
 If the two cannot agree on such third arbitrator, the selection of a third 
arbitrator shall be made by the Chief Judge of the U.S. District Court for 
the District of Colorado or, if such judge refuses to act, such selection 
shall be made in accordance with the procedures of the American Arbitration 
Association.

     Awards shall be final and binding on all parties to the extent and in 
the manner provided by Colorado law.  Each award shall expressly entitle the 
prevailing party to recover such party's attorneys' fees and costs, and the 
award shall specifically allocate such fees and costs between the parties.  
All awards may be filed by any party with the Clerk of the District Court in 
the City and County of Denver, Colorado, and an appropriate judgment entered 
thereon and execution issued therefor.  At the election of any party, said 
award may also be filed, and judgment entered thereon and execution issued 
therefor, with the clerk of one or more other courts, state or federal, 
having jurisdiction over the party against whom such an award is rendered or 
its property.

                                       10
<PAGE>

          6.5  ENTIRE AGREEMENT; MODIFICATIONS.  This Agreement represents 
the entire agreement between the parties and may be amended, modified, 
superseded, or cancelled, and any of the terms hereof may be waived, only by 
a written instrument executed by each party hereto or, in the case of a 
waiver, by the party waiving compliance.  The failure of any party at any 
time or times to require performance of any provisions hereof shall not 
affect the right at a latter time to enforce the same.  No waiver by any 
party of the breach of any provision contained in this Agreement, whether by 
conduct or otherwise, in any one or more instances, shall be deemed to be or 
construed as a further or continuing waiver of any such breach or of any 
other term of this Agreement.

          6.6  APPLICABLE LAW.  This Agreement shall be construed under and 
governed by the laws of the State of Colorado.

          6.7  SURVIVAL.  Termination of this Agreement shall not terminate 
any right or obligation accrued prior to the date of termination, except as 
otherwise provided herein.  Article 5 shall survive the termination of this 
Agreement for the period of the Officer's employment with the Corporation.
 
          6.8  ASSIGNMENT.  Except in connection with a transfer of this 
Agreement to a successor of the Corporation by reason of a Change of Control, 
the Corporation shall not assign this Agreement other than to an affiliate of 
the Corporation without the consent of the Officer, which consent may be 
withheld in the Officer's sole discretion.  The Officer shall not assign his 
rights or obligations under this Agreement without the consent of the 
Corporation, which consent may be withheld in the Corporation's sole 
discretion.
 
     IN WITNESS WHEREOF, the parties have executed this Agreement on the day 
and year first above entered.

                                           BASIN EXPLORATION, INC.



                                           By   
                                             -------------------------------
                                             President




                                           ---------------------------------
                                           PATRICK A. JACKSON

                                       11