EMPLOYMENT AGREEMENT

     This Employment  Agreement (the "Agreement") is made and entered into as of
the 1st day of January,  2000 (the  "Effective  Date"),  by and  between  Magnum
Hunter  Resources,   Inc.,  a  Nevada  corporation  ("Magnum  Hunter")  and  its
affiliates,   Gruy  Petroleum   Management  Co.,  a  Texas   Corporation  and  a
wholly-owned  subsidiary of Magnum Hunter,  (collectively,  the  "Employer") and
Richard R. Frazier ("Employee").

     WHEREAS,  the Board of Directors of the Employer (the  "Board")  recognizes
that it is  important to attract,  hire and retain key  officers and  management
personnel;

     WHEREAS,  the  Board  also  recognizes  that,  in the  event of a Change in
Control (as hereinafter defined), significant distractions of its key management
and  operations  personnel can result because of the  uncertainties  inherent in
such a situation;

     WHEREAS,  the Board has  determined  that it is  essential  and in the best
interest  of the  Employer  and its  stockholders  to  retain  officers  and key
employees  in the event of a threat or  occurrence  of Change in Control  and to
ensure  their  continued  dedication  and  efforts in such event  without  undue
concern for their personal, financial and employment security; and

     WHEREAS, in order to induce qualified  candidates to accept employment with
the  Employer  and to remain in the  employ  of the  Employer  in the event of a
threat or the occurrence of a Change in Control,  the Employer  desires to enter
into this Agreement with the Employee.

     NOW  THEREFORE,  for  and in  consideration  of the  mutual  covenants  and
agreements contained herein and for other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

     1. Employment. Employer hereby employs Employee and Employee hereby accepts
employment with Employer upon the terms and conditions hereinafter set forth.

     2. Duties.  Employee shall serve the Employer as President of Magnum Hunter
Production, Inc. and Gruy Petroleum Management Co. with such responsibilities as
shall be  determined  from time to time by the President of the Employer and the
Board;  provided,  however, that all duties assigned to Employee hereunder shall
be  commensurate  with the skill and experience of Employee.  Employee agrees to
devote  all of his  professional  time,  attention,  skills,  benefits  and best
efforts to the  performance of his duties  hereunder and to the promotion of the
business and interests of Employer.

     3. Term. This Agreement  shall become  effective on the Effective Date, and
shall continue,  unless earlier  terminated in accordance with the terms of this
Agreement, for a period of five (5) years commencing on the Effective Date. This
Agreement  shall  thereafter  be  automatically  renewed for a period of one (1)
year,  unless earlier  terminated as provided  herein,  and unless one party has
given written notice to the other party of its

<PAGE>

     or his  intention  not to renew this  Agreement  at least  thirty (30) days
prior to the expiration of its then current term (the "Term").

     4.  Compensation.  As  compensation  for his services  rendered  under this
Agreement, Employee shall be entitled to receive the following:

     (a) Base  Salary.  During the Term,  Employee  shall  initially  be paid an
annual salary of One Hundred  Twenty-Five  Thousand  Dollars  ($125,000.00)  per
annum (the "Base Salary") payable in equal payments twice a month for a total of
twenty-four  (24)  payments  per  year.  The Base  Salary  may be  increased  or
decreased as the Board may determine from time to time;

     (b) Expenses.  Employer  shall  reimburse  Employee for all  reasonable and
necessary  out-of-pocket  travel and other  expenses  incurred  by  Employee  in
rendering  services  required under the terms of this Agreement,  promptly after
submission,  on a monthly  basis,  of a detailed  statement of such expenses and
reasonable documentation.

     (c) Bonus. Expressly conditioned on the Employee being employed on the last
day of the fiscal year of the  Employer,  the Employee may receive a bonus in an
amount determined solely by the unanimous approval of the compensation committee
of the Employer and the Board, in their sole discretion.

     (d) Benefits.  During the Term,  Employee shall be entitled to receive such
group  benefits as Employer  may provide to its other  employees  at  comparable
salaries and responsibilities to those of Employee.

     (e) Automobile.  During the Term, Employee may be entitled to an automobile
allowance to be determined by the Chief  Executive  Officer of Employer,  in his
sole discretion.

     Except as provided in Section 7, the compensation set forth in this Section
4  will  be  the  sole  compensation  payable  to  Employee  and  no  additional
compensation  or fee will be payable by  Employer  to  Employee by reason of any
benefit gained by the Employer directly or indirectly through Employee's efforts
on Employer's behalf, nor shall Employer be liable in any way for any additional
compensation  or fee unless  Employer  shall have  expressly  agreed  thereto in
writing.

     5. Confidentiality; Covenants Not-To-Compete.

     (a)  Acknowledgment  of Proprietary  Interest.  Employee  acknowledges  and
agrees that he has had access to proprietary information and also recognizes the
sole  proprietary  interest  of Employer  in any Trade  Secrets (as  hereinafter
defined)

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<PAGE>

     of  Employer.  Employee  further  acknowledges  and agrees that any and all
Trade  Secrets  of  Employer,  learned  by  Employee  during  the  course of his
employment by Employer or otherwise,  whether  developed by Employee alone or in
conjunction with others or otherwise,  is and shall be the property of Employer.
Employee  further  acknowledges and understands that his disclosure of any Trade
Secrets of Employer will result in irreparable injury and damage to Employer. As
used herein,  "Trade Secrets" means all non-public  confidential and proprietary
information of Employer whether  embodied in writing,  a computer disk, video or
magnetic tape, CD-Rom or in other form, relating to the business,  operations or
affairs of Employer and, any other  confidential  information  that Employee may
then possess or have under Employee's  control,  including,  without limitation,
information derived from reports, investigations, experiments, research, work in
progress,  drawings,  designs,  plans,  proposals,  codes,  marketing  and sales
programs,  client lists, mailing lists, financial  projections,  any information
regarding Employer's oil and gas properties,  maps, plats, surveys,  geophysical
and geological data, cost summaries,  pricing formula,  reports,  studies,  well
logs,  production data, land and title records,  leases and all other materials,
or information prepared, compiled,  evaluated,  interpreted or performed, for or
by Employer.  "Trade Secrets" also includes confidential  information related to
the  business,  products or sales of Employer or  Employer's  customers or other
business relationships.

     (b) Covenants  Not-To-Divulge  Trade  Secrets.  Employee  acknowledges  and
agrees that  Employer is entitled to prevent the  disclosure of Trade Secrets of
Employer.  As a portion of the  consideration for the employment of Employee and
for the compensation being paid to Employee by Employer,  Employee agrees at all
times during the term of this  Agreement  and for three (3) years  thereafter to
hold in strictest confidence and not to disclose or allow to be disclosed to any
person,  firm,  or  corporation,  other than to persons  engaged by  Employer to
further the business of Employer,  Trade Secrets of Employer,  without the prior
written  consent of Employer,  including  Trade  Secrets  developed by Employee.
Notwithstanding  the  foregoing,  Employee shall not be obligated to keep secret
and not to disclose or allow to be disclosed  knowledge or information (a) which
has become  generally  known to the public  through no wrongful act of Employee;
(b) which has been  rightfully  received by Employee from a third party which to
Employee's  knowledge was received without  restriction on disclosure and not in
violation of any  confidentiality  obligation of said third party; (c) which has
been approved for release without restriction as to use or disclosure by written
authorization  of  Employer;  or (d)  which  has been  disclosed  pursuant  to a
requirement of a governmental  agency or of law without similar  restrictions or
other protections against public disclosure,  or which disclosure is required by
operation of law.  Without  limiting the generality of the  foregoing,  Employee
agrees to affirmatively take such precautions as Employer may reasonably request

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<PAGE>

     or Employee  reasonably believes are appropriate to prevent the disclosure,
copying or use of any of the  computer  software  programs,  data bases or other
such  information  now existing or hereafter  developed to any person or for any
purpose not specifically authorized by Employer.

     (c) Abide by Third Party Confidentiality Agreements.  Employee acknowledges
that Employer enters into confidentiality agreements with third parties. Without
limiting the generality of the foregoing,  Employee agrees to abide by the terms
and  conditions  of such  confidentiality  agreements  during  the  term of this
Agreement  for a period  beginning  on the  Effective  Date and ending three (3)
years  following the Employee's  termination of employment with the Employer for
any reason.

     (d) Return of Materials at Termination.  In the event of any termination of
this  Agreement for any reason  whatsoever,  Employee  will promptly  deliver to
Employer all documents,  data and other information pertaining to Trade Secrets.
Employee shall not take any documents or other information,  or any reproduction
or excerpt thereof, containing or pertaining to any Trade Secrets.

     (e)  Competition  During  the  Term  of this  Agreement.  From  the  period
beginning  on the  Effective  Date  and  ending  two  (2)  years  following  the
Employee's voluntary termination of employment with the Employer:

     (i) Employee shall not,  directly or indirectly,  either for himself or any
other person,  engage or invest in, own, manage,  operate,  finance,  control or
participate in the ownership, management, operation, financing or control of, or
be  employed  by,  associated  with,  or in  any  manner  connected  with,  lend
Employee's  credit  to, or render  services  or advice to,  any  business  whose
products  or  activities  compete  in  whole  or in  part  with  the oil and gas
exploration and production  activities or the Employer in the  southwestern  and
southeastern portions of the United States and the Gulf of Mexico (including any
offshore  activities)  and any other  business  which Employer is involved in or
pursuing in the regions in which Employer is conducting  such  activities at the
time of Employee's termination;  provided,  however, that (aa) this Section 5(e)
shall not prohibit Employee from purchasing or holding an equity interest of any
class of securities of any enterprise (but without  otherwise  participating  in
the activities of such enterprise)  whether or not such securities are listed on
any  national or regional  securities  exchanges or have been  registered  under
Section 12(g) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  and (bb) this Section 5(e) shall not prohibit  Employee from engaging in
any such activities  unless such Employee is using  Employer's  Trade Secrets in
connection therewith.

     (ii) Employee shall not, directly or indirectly,  either for himself or any
other  person (A) solicit,  induce,  recruit,  or attempt to solicit,  induce or
recruit any

                                        4

<PAGE>

     employee of the Employer or to leave the employ of the Employer, (B) in any
way  interfere  with the  relationship  between the  Employer  and any  employee
thereof, (C) employ, or otherwise engage as an employee,  independent contractor
or  otherwise,  any  employee of the Employer or (D) induce or attempt to induce
any customer,  representative,  supplier,  licensee or business  relation of the
Employer to cease doing business with the Employer, or in any way interfere with
the relationship  between any customer,  representative,  supplier,  licensee or
business relation of the Employer.

     (iii) Employee shall not, directly or indirectly, either for himself or any
other  person,  do business  with or solicit the business of any person known to
Employee to be a customer of, or potential customer of, the Employer, whether or
not the  Employee  had  personal  contact  with such  person,  with  respect  to
products,  services or other  business  activities  which compete in whole or in
part with the products, services or other business activities of the Employer.

     (f) Tolling of Statute of Limitations. In the event of a breach by Employee
of any covenant set forth in Section 5 above,  the term of such covenants  shall
be extended by the period of the duration of such breach.

     (g)  Reasonableness  of Terms. The time,  scope,  geographic area and other
provisions  hereof are reasonable and are necessary under the  circumstances  to
protect the  Employer  and to enable the Employer to receive the benefit of this
bargain under this Agreement.

     (h) Reformation.  If a court of competent jurisdiction  determines that the
limitations as to time,  geographical area or scope of activity to be restrained
contained  herein  are not  reasonable  and impose a greater  restraint  than is
necessary to protect the goodwill or other  business  interest of the  Employer,
then the parties  agree that such court should (and  Employee  will request such
court to) reform this Agreement to the extent necessary to cause the limitations
contained  herein  as to time,  geographical  area and scope of  activity  to be
restrained to be reasonable  and to impose a restraint  that is not greater than
necessary  to protect the goodwill or other  business  interests of the Employer
and such court then shall enforce this Agreement as reformed.

     6. Prohibition of Disparaging  Remarks.  Employee shall, during the term of
this  Agreement,  refrain  from making  disparaging,  negative or other  similar
remarks  concerning  Employer,  any  of its  subsidiaries  or  other  affiliated
companies,  to any third party that causes substantial harm to Employer,  except
to the extent that  Employee is required to make such remarks (a) by  applicable
law or regulation  or judicial or regulatory  process or (b) in or in connection
with any pending or  threatened  litigation  relating to this  Agreement  or any
transaction  contemplated hereby or thereby.  Similarly,  Employer shall, during
the

                                        5

<PAGE>

     term of this Agreement, refrain from making disparaging,  negative or other
similar remarks concerning Employee to any third party except to the extent that
Employer is required to make such remarks (a) by applicable law or regulation or
judicial or regulatory  process or (b) in or in  connection  with any pending or
threatened litigation relating to this Agreement or any transaction contemplated
hereby or  thereby.  In view of the  difficulty  of  determining  the  amount of
damages that may result to the parties  hereto from the breach of the  provision
of this Section 6, it is the intent of the parties  hereto that,  in addition to
monetary damages,  any  non-breaching  party shall have the right to prevent any
such breach in equity or otherwise,  including without limitation  prevention by
means of injunctive relief.

     7. Termination Events.

     (a) This  Agreement and the  employment  relationship  created hereby shall
terminate upon the occurrence of any of the following events:

     (i) The  expiration  of the  Term or any  renewal  period  as set  forth in
Section 3 above,  provided  that either  Employee or Employer has given at least
thirty  (30)  days  prior  written  notice to the  other  party of such  party's
intention not to renew;

     (ii) The death of Employee;

     (iii) The "Disability" (as hereinafter defined) of Employee;

     (iv)  Written  notice from  Employer to Employee of  termination  for "Just
Cause" (as hereinafter defined); or

     (v) Thirty (30) days  written  notice by  Employee  to  Employer  for "Good
Reason" (as  hereinafter  defined)  provided  that the event  constituting  Good
Reason  occurs  within one (1) year of a "Change  in  Control"  (as  hereinafter
defined).

     (b) Definitions.

     (i) For purposes of Section  7(a)(iii)  above, the "Disability" of Employee
shall mean a physical or mental  infirmity which impairs the Employee's  ability
to  substantially  perform his duties under this  Agreement  for a period of 120
consecutive days or for 120 days out of any 150 consecutive day period.

     (ii) For purposes of Section 7(a)(iv) above, "Just Cause" shall mean:


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<PAGE>

     (1) the failure of Employee to diligently or effectively perform his duties
under this Agreement;

     (2) If Employee has been accused of  sexually-harassing  another individual
and such accusation is either  confirmed by Employer upon its own  investigation
or confirmed by a finding of a court of competent jurisdiction or the EEOC;

     (3) the commission by Employee of any act involving  moral turpitude or the
commission by Employee of any act or the suffering by Employee of any occurrence
or state of facts which  renders  Employee  incapable of  performing  his duties
under this Agreement,  or adversely  affects or could  reasonably be expected to
adversely affect Employer's business reputation;

     (4) any breach by Employee of any of the material  terms of, or the failure
to perform any material covenant contained in, this Agreement; or

     (5) the violation by Employee of material instructions or material policies
established  by Employer  with  respect to the  operation  of its  business  and
affairs  or  Employee's  failure,  in a  material  respect,  to  carry  out  the
reasonable instructions of the President or the Board of Employer;

     provided,  however,  that no termination of Employee's  employment shall be
for Just Cause under Section  7(a)(iv)  until there shall have been delivered to
the  Employee a copy of a written  notice  setting  forth that the  Employee was
guilty of the  particular  conduct and  specifying  the  particulars  thereof in
detail,  and the Employee shall have been provided an opportunity to be heard by
the entire Board.

     (iii) For purposes of Section  7(a)(v) above,  the term "Good Reason" shall
mean the  occurrence of any of the events or  conditions  described in items (1)
through (7) below within one (1) year after a Change in Control has occurred:

     (1) A substantial  adverse  change in the  Employee's  status,  position or
responsibilities  (including  reporting  responsibilities)  which  represents an
adverse  change  from his  status,  position  or  responsibilities  as in effect
immediately prior thereto;

     (2) Any reduction in the Employee's Base Salary;

     (3) The Employer's  requiring the Employee to be based at any place outside
fifty (50) miles from Irving,  Texas,  except for reasonably  required travel in
connection  with the  Employer's  business which is not greater than such travel
requirements prior to the Change in Control;

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<PAGE>

     (4) The  insolvency of Employer or the filing (by any party,  including the
Employer) of a petition for the bankruptcy of the Employer;

     (5) Any material breach by the Employer of any provision of this Agreement;

     (6) Any purported  termination of the Employee's  employment for Just Cause
by the  Employer  which does not comply  with the terms of Section  7(a)(iv)  or
Section 7(b)(ii); or

     (7) The failure of the Employer to obtain an agreement, satisfactory to the
Employee,  from any successor or assignee of the Employer to assume and agree to
perform this Agreement, as contemplated in Sections 2, 3, 7 and 8 hereof.

     (iv) For purposes of Section 7(a)(v) above, the term "Change in Control" of
the Employer shall mean if any of the following events have occurred:

     (1) An  acquisition  of any voting  securities of the Employer (the "Voting
Securities")  by a "Person"  (as that term is used for the  purposes  of Section
13(d) of the Exchange Act)  immediately  after which such person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of one  hundred  percent  (100%)  or more of the  combined  voting  power of the
Employer's then outstanding Voting Securities; or

     (2) The following events have occurred during a one (1) year period:

     (a) The Chief Executive Officer changes for any reason;

     (b) An  acquisition  of any voting  securities of the Employer (the "Voting
Securities")  by a "Person"  (as that term is used for the  purposes  of Section
13(d) of the Exchange Act)  immediately  after which such person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of forty  percent (40%) or more of the combined  voting power of the  Employer's
then outstanding Voting Securities; and

     (c) The  individuals  who,  as of  January  1,  2000,  and each  January  1
thereafter are members of the Board (the "Incumbent  Board") cease to constitute
at least fifty-one percent (51%) of the members of the Board.

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<PAGE>

     8. Termination Payments.

     (a) In the event of the termination of Employee's employment for any reason
specified  in Section 7 (other than the reasons set forth in Sections  7(a)(iii)
or Section (a)(v)),  Employee shall be entitled only to the compensation  earned
by him as of the  effective  date of  termination,  including  any  declared but
unpaid, bonus or pro-rata portion thereof.

     (b) In the event of the termination of Employee's  employment as the result
of  Section  7(a)(iii),  Employee  shall be  entitled  to  compensation  for the
remaining term of the Agreement  until the disability  insurance  company begins
making payments to the Employee.

     (c) In the event of the  termination of the  Employee's  employment for the
reason  specified  in Section  7(a)(v),  Employee  shall be entitled to receive,
immediately  in one lump sum,  three (3) times the  current  Base  Salary,  plus
annualized bonus from the previous year, plus the value of the car allowance for
the current year.

     (d) In addition, any medical,  dental and group life insurance covering the
Employee and his dependents  shall continue until the earlier of (i) twelve (12)
months  after the  Change in  Control  or (ii) the date the  Employee  becomes a
participant in the group insurance  benefit program of a new employer,  with the
understanding  that the Employer  shall pay for such  benefits for the Employee,
and the  Employee  shall pay for that  portion  of the  premiums  related to the
coverage for Employee's dependents.

     9. Remedies.  Each party recognizes and  acknowledges  that in the event of
any default in, or breach of any of, the terms,  conditions  and  provisions  of
this  Agreement  (either  actual or  threatened)  by the other  party,  then the
non-defaulting  party's remedies at law shall be inadequate.  Accordingly,  each
party agrees that in such event, the  non-defaulting  party shall have the right
of  specific  performance  and/or  injunctive  relief in addition to any and all
other  remedies  and rights at law or in equity,  and such  rights and  remedies
shall be cumulative.

     10.   Acknowledgments.   Employee  acknowledges  and  recognizes  that  the
enforcement  of any of the  non-competition  provisions  set forth in  Section 5
above by Employer will not interfere with Employee's  ability to pursue a proper
livelihood.  Employee further represents that he is capable of pursuing a career
in other industries to earn a proper livelihood.  Employee recognizes and agrees
that the  enforcement of this Agreement is necessary to ensure the  preservation
and continuity of the business and good will of Employer.  Employee  agrees that
due to the nature of Employer's business,  the non-competition  restrictions set
forth in this Agreement are reasonable as to time and

                                        9

<PAGE>

     geographic  area.  Employer and Employee hereby agree that  notwithstanding
any  other  provision  of this  Agreement,  Employee  shall  have all  rights to
products or  information,  or  applications  of such  information,  which do not
relate to Employer's business and were developed during the non-employment hours
and without utilizing any resources of Employer.

     11. Notices. Any notices, consents, demands, requests,  approvals and other
communications  to be given under this  Agreement  by either  party to the other
shall be deemed to have been duly  given in  writing  personally  delivered,  by
facsimile or sent by mail, registered or certified,  postage prepaid with return
receipt requested, as follows:

         If to Employer:                    600 East Las Colinas Blvd.
                                            Suite 1100
                                            Irving, Texas 75039
                                            Attention: Morgan F. Johnston
                                            Telephone: (972) 401-0752
                                            Facsimile:  (972) 401-3110

         If to Employee:                    1718 Greentree Lane
                                            Duncanville, Texas 75137
                                            Telephone: (972) 296-1966

     Notices  delivered  personally  shall be deemed  communicated  as of actual
receipt or receipt of facsimile;  mailed notices shall be deemed communicated as
of three (3) days after mailing.

     12.  Survival.  The  following  sections of this  Agreement  shall  survive
termination  of this  Agreement for any reason:  Sections 5, 6, 7, 8, 9, 11, 13,
14, 15, 16 and 17.

     13.  Arbitration.  The parties agree to binding  arbitration in any action,
proceeding or counterclaim  arising out of or relating to this  Agreement.  Such
arbitration  will be  conducted in Dallas,  Texas  through the offices of and in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association.  Judgment upon the award rendered in any arbitration may be entered
in any court of competent  jurisdiction or application may be made to such court
for a judicial  acceptance of the award and an  enforcement,  as the law of such
jurisdiction may require or allow.

     14. Entire Agreement.  This Agreement  contains the entire agreement of the
parties hereto and supersedes all prior agreements and  understandings,  oral or
written between the parties  hereto.  No modification or amendment of any of the
terms,  conditions or provisions  herein may be made  otherwise  than by written
agreement signed by the parties hereto.

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<PAGE>

     15.  GOVERNING  LAW. THIS  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED,  CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS.

     16. Parties Bound. This Agreement and the rights and obligations  hereunder
shall be binding  upon and inure to the benefit of Employer  and  Employee,  and
their  respective  heirs,  personal  representatives,  successors  and  assigns.
Employer  shall have the right to assign this  Agreement to any  affiliate or to
its  successors  or assigns  provided that such  affiliate,  successor or assign
agrees to be bound by the terms  hereof.  The terms  "successors"  and "assigns"
shall include any person, corporation, partnership or other entity that buys all
or  substantially  all of Employer's  assets or all of its stock,  or with which
Employer  merges or  consolidates.  The  rights,  duties or benefits to Employee
hereunder  are  personal to him, and no such right or benefit may be assigned by
him.

     17.  Estate.  If Employee dies prior to the payment of all sums owed, or to
be owed, to Employee pursuant to Section 4 above, then such sums, as they become
due, shall be paid to Employee's estate.

     18.  Enforceability.  If, for any reason,  any provision  contained in this
Agreement  should be held invalid in part by a court of competent  jurisdiction,
then it is the intent of each of the  parties  hereto  that the  balance of this
Agreement be enforced to the fullest extent  permitted by applicable  law. It is
the intent of each of the parties that the covenants not-to-compete contained in
Section 5 above be enforced to the fullest extent  permitted by applicable  law.
Accordingly,  should a court of competent  jurisdiction determine that the scope
of any covenant is too broad to be enforced as written, it is the intent of each
of the parties that the court should reform such covenant to such narrower scope
as it determines enforceable.

     19.  Waiver of Breach.  The  waiver by any party  hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by any party.

     20.  Captions.  The  captions  in this  Agreement  are for  convenience  of
reference  only and  shall  not limit or  otherwise  affect  any of the terms or
provisions hereof.

     21.  Costs.  If any action at law or in equity is  necessary  to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which he or it may be entitled.

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<PAGE>

     22.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original  and all of which shall
constitute one and the same instrument, but only one of which need be produced.

EMPLOYER:

GRUY PETROLEUM MANAGEMENT CO.

          /s/Gary C. Evans
By:      ________________________________________
         Gary C. Evans
         Chief Executive Officer

EMPLOYER'S PARENT COMPANY:

MAGNUM HUNTER RESOURCES, INC.

          /s/Gary C. Evans
By:      ________________________________________
         Gary C. Evans
         President and CEO


EMPLOYEE:

/s/Richard R. Frazier
----------------------------------------
Richard R. Frazier


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