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                                                                    EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is made and entered into as
of the 1st day of January, 2003 (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 R.
Douglas Cronk ("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 Senior Vice
         President of Operations of the Employer with such responsibilities as
         shall be determined from time to time by the President 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 three (3) years commencing
         on the Effective Date. This Agreement shall thereafter be automatically
         renewed for a period of six (6) months, unless earlier terminated as
         provided herein, and unless one party has given written notice to the
         other party of its or his intention not to renew this Agreement at
         least thirty (30) days prior to the expiration of its then current term
         (the "Term").

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         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 Sixty Seven Thousand Five
               Hundred and No/100 Dollars ($167,500.00) 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. The Base Salary may be increased or decreased as the Board
               may determine from time to time. The Base Salary may be increased
               or decreased as the Board may determine from time to time,
               however in no event will the Base Salary be less than One Hundred
               Sixty Seven Thousand Five Hundred and No/100 Dollars
               ($167,500.00);

               (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) 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

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               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 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

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               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 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

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               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
         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)

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                           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 two (2) years 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:

                           (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;

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               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 two
               (2) years 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;

                           (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:

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

                                (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, 2003,
                                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.

         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, two (2) times
               the sum of the following: (i) the current Base Salary, plus (ii)
               annualized bonus from the previous year, plus (iii) 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.

               (e) If the Employee pays or becomes obligated to pay any excise
               tax under Section 4999 of the Internal Revenue Code of 1986, as
               amended (the "Code") on any payment or benefit he receives
               (whether pursuant to this Agreement or otherwise) in connection
               with the event giving rise to his right to receive payments and
               benefits under Section 8(c) of this Agreement, the Employer shall
               pay to the Employee an amount equal to the total excise tax paid
               or payable.

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         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 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:           P.O. Box 143006
                                   Irving, Texas 75014-3006

         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

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         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.

         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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         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.

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

EMPLOYER'S PARENT COMPANY:

MAGNUM HUNTER RESOURCES, INC.

By: /s/ Gary C. Evans
    -------------------------------
    Gary C. Evans, Chairman
    President and CEO

EMPLOYEE:

/s/ R. Douglas Cronk
-----------------------------------
R. Douglas Cronk

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