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                            INDEMNIFICATION AGREEMENT

         This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into as of the ____ day of July, 2001, by and between Matador Petroleum
Corporation, a Texas corporation (the "Company"), and ______________
("Indemnitee").

                                    RECITALS:

         A.   Competent and experienced persons are reluctant to serve or to
continue to serve corporations as directors, officers, or in other capacities
unless they are provided with adequate protection through insurance or
indemnification (or both) against claims and actions against them arising out of
their service to and activities on behalf of those corporations.

         B.   The current uncertainties relating to the availability of adequate
insurance for directors and officers have increased the difficulty for
corporations to attract and retain competent and experienced persons.

         C.   The Board of Directors of the Company has determined that the
continuation of present trends in litigation will make it more difficult to
attract and retain competent and experienced persons, that this situation is
detrimental to the best interests of the Company's stockholders, and that the
Company should act to assure its directors and officers that there will be
increased certainty of adequate protection in the future.

         D.   It is reasonable, prudent, and necessary for the Company to
obligate itself contractually to indemnify its directors and officers to the
fullest extent permitted by applicable law in order to induce them to serve
or continue to serve the Company.

         E.   Indemnitee is willing to serve and continue to serve the Company
on the condition that he be indemnified to the fullest extent permitted by law.

         F.   Concurrently with the execution of this Agreement, Indemnitee is
agreeing to serve or to continue to serve as a director or officer of the
Company.


                                   AGREEMENTS:

         NOW, THEREFORE, in consideration of the foregoing premises,
Indemnitee's agreement to serve or continue to serve as a director or officer of
the Company, and the covenants contained in this Agreement, the Company and
Indemnitee hereby covenant and agree as follows:

         1.   CERTAIN DEFINITIONS:

              For purposes of this Agreement:

              (a)   "Acquiring Person" shall mean any Person other than (i)
the Company, (ii) any of the Company's Subsidiaries, (iii) any employee benefit
plan of the Company or of a


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Subsidiary of the Company or of a corporation owned directly or indirectly by
the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company, or (iv) any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
of a Subsidiary of the Company or of a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

              (b)   "Change in Control" shall be deemed to have occurred if:

                    (i)    any Acquiring Person is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934
(the "Exchange Act")), directly or indirectly, of securities of the Company
representing fifty percent or more of the combined voting power of the then
outstanding Voting Securities of the Company; or

                    (ii)   members of the Incumbent Board cease for any
reason to constitute at least a majority of the Board of Directors of the
Company; or

                    (iii)  the Company merges or consolidates with any
other corporation or entity, or the Company or the stockholders of the Company
and holders of voting securities in such other corporation or entity participate
in a securities exchange, other than a merger, consolidation or securities
exchange that would result in the Voting Securities of the Company outstanding
immediately before the completion thereof continuing to represent a majority of
the combined voting power of the Voting Securities of the surviving entity (or
its parent) outstanding immediately after that merger, consolidation or
securities exchange; or

                    (iv)   the Company liquidates, sells or disposes of all
or substantially all the Company's assets in one transaction or series of
transactions, other than a liquidation, sale or disposition of all or
substantially all the Company's assets in one transaction or a series of related
transactions to an entity owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of stock of
the Company.

              (c)   "Claim" shall mean any threatened, pending or completed
action, suit or proceeding (including, without limitation, securities laws
actions, suits and proceedings and also any crossclaim or counterclaim in any
action, suit or proceeding), whether civil, criminal, arbitral, administrative
or investigative in nature, or any inquiry or investigation (including
discovery), whether conducted by the Company or any other Person, that
Indemnitee in good faith believes might lead to the institution of any action,
suit or proceeding.

              (d)   "Expenses" shall mean all costs, expenses (including
attorneys' and expert witnesses' fees), and obligations paid or incurred in
connection with investigating, defending (including affirmative defenses and
counterclaims), being a witness in, or participating in (including on appeal),
or preparing to defend, be a witness in, or participate in, any Claim relating
to any Indemnifiable Event.

              (e)   "Incumbent Board" shall mean individuals who, as of
July ___, 2001, constitute the Board of Directors of the Company and any
other individual who becomes a director of the Company after that date and
whose election or appointment by the Board of

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Directors or nomination for election by the Company's stockholders was
approved by a vote of at least a majority of the directors then comprising
the Incumbent Board.

              (f)   "Indemnifiable Event" shall mean any actual or alleged
act, omission, statement, misstatement, event or occurrence related to the fact
that Indemnitee is or was a director, officer, agent or fiduciary of the
Company, or is or was serving at the request of the Company as a director,
officer, trustee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, or by reason of any
actual or alleged thing done or not done by Indemnitee in any such capacity. For
purposes of this Agreement, the Company agrees that Indemnitee's service on
behalf of or with respect to any Subsidiary or employee benefits plan of the
Company or any Subsidiary of the Company shall be deemed to be at the request of
the Company.

              (g)   "Indemnifiable Liabilities" shall mean all Expenses and
all other liabilities, damages (including, without limitation, punitive,
exemplary, and the multiplied portion of any damages), judgments, payments,
fines, penalties, amounts paid in settlement and awards paid or incurred that
arise out of, or in any way relate to, any Indemnifiable Event.

              (h)   "Person" shall mean any person or entity of any nature
whatsoever, specifically including an individual, a firm, a company, a
corporation, a partnership, a limited liability company, a trust or any other
entity. A Person, together with that Person's Affiliates and Associates (as
those terms are defined in Rule 12b-2 under the Exchange Act), and any Persons
acting as a partnership, limited partnership, joint venture, association,
syndicate or other group (whether or not formally organized), or otherwise
acting jointly or in concert or in a coordinated or consciously parallel manner
(whether or not pursuant to any express agreement), for the purpose of
acquiring, holding, voting or disposing of securities of the Company with such
Person, shall be deemed a single "Person."

              (i)   "Potential Change in Control" shall be deemed to have
occurred if (i) the Company enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control; (ii) any Person
(including the Company) publicly announces an intention to take or to consider
taking actions that, if consummated, would constitute a Change in Control; or
(iii) the Board of Directors of the Company adopts a resolution to the effect
that, for purposes of this Agreement, a Potential Change in Control has
occurred.

              (j)   "Reviewing Party" shall mean any appropriate person or
body consisting of a member or members of the Company's Board of Directors or
any other person or body appointed by the Board (including Special Counsel
referred to in Section 4) who is not a party to the particular Claim for which
Indemnitee is seeking indemnification.

              (k)   "Special Counsel" shall mean special, independent counsel
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld), and who has not otherwise performed services for the
Company or for Indemnitee within the last three years (other than as Special
Counsel under this Agreement or similar agreements).


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              (l)   "Subsidiary" shall mean, with respect to any Person, any
corporation or other entity of which a majority of the voting power of the
voting equity securities or a majority of the equity interest is owned, directly
or indirectly, by that Person.

              (m)   "Voting Securities" shall mean any securities that vote
generally in the election of directors, in the admission of general partners, or
in the selection of any other similar governing body.

         2.   INDEMNIFICATION AND EXPENSE ADVANCEMENT.

              (a)   The Company shall indemnify Indemnitee and hold Indemnitee
harmless to the fullest extent permitted by law, as soon as practicable but in
any event no later than 30 days after written demand is presented to the
Company, from and against any and all Indemnifiable Liabilities. Notwithstanding
the foregoing, the obligations of the Company under this Section 2(a) shall be
subject to the condition that the Reviewing Party shall not have determined (in
a written opinion, in any case in which Special Counsel is involved) that
Indemnitee is not permitted to be indemnified under applicable law. Nothing
contained in this Agreement shall require any determination under the preceding
sentence of this Section 2(a) to be made by the Reviewing Party prior to the
disposition or conclusion of the Claim against the Indemnitee.

              (b)   If so requested in writing by Indemnitee, the Company
shall advance to Indemnitee all Expenses incurred by Indemnitee (or, if
applicable, reimburse Indemnitee for any and all Expenses incurred by Indemnitee
and previously paid by Indemnitee) (an "Expense Advance") within ten business
days after such request and delivery by Indemnitee of an undertaking to repay
Expense Advances if and to the extent such undertaking is required by applicable
law prior to the Company's payment of Expense Advances. The Company shall be
obligated from time to time at the request of Indemnitee to make or pay an
Expense Advance in advance of the final disposition or conclusion of any Claim.
In connection with any request for an Expense Advance, if requested by the
Company, Indemnitee or Indemnitee's counsel shall submit an affidavit stating
that the Expenses to which the Expense Advances relate are reasonable. Any
dispute as to the reasonableness of any Expense shall not delay an Expense
Advance by the Company. If, when, and to the extent that the Reviewing Party
determines that Indemnitee would not be permitted to be indemnified with respect
to a Claim under applicable law, the Company shall be entitled to be reimbursed
by Indemnitee and Indemnitee hereby agrees to reimburse the Company without
interest (which agreement shall be an unsecured obligation of Indemnitee) for
all related Expense Advances theretofore made or paid by the Company; provided,
however, that if Indemnitee has commenced legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee could be
indemnified under applicable law, any determination made by the Reviewing Party
that Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding, and Indemnitee shall not be required to reimburse the
Company for any Expense Advance, and the Company shall be obligated to continue
to make Expense Advances, until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted
or lapsed). If there has not been a Potential Change in Control or a Change in
Control, the Reviewing Party shall be selected by the Board of Directors of the
Company. If there has been a Potential Change in Control or a Change in Control,
the Reviewing Party shall be advised by or shall be Special


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Counsel referred to in Section 4 hereof, if and as Indemnitee so requests. If
there has been no determination by the Reviewing Party or if the Reviewing
Party determines that Indemnitee substantively would not be permitted to be
indemnified in whole or part under applicable law, Indemnitee shall have the
right to commence litigation in any court in the state of Texas having
subject matter jurisdiction thereof and in which venue is proper seeking an
initial determination by the court or challenging any such determination by
the Reviewing Party or any aspect thereof, and the Company hereby consents to
service of process and to appear in any such proceeding. Any determination by
the Reviewing Party otherwise shall be conclusive and binding on the Company
and Indemnitee.

         3.   Notification and Defense of Claim. Promptly after receipt by
Indemnitee of notice of any Claim, Indemnitee will, if a claim in respect
thereof is to be made against the Company under this Agreement, give
reasonable notice to the Company of the commencement thereof; but the
omission so to notify the Company will not relieve the Company from any
liability which it may have to Indemnitee unless the Company can demonstrate
by clear and convincing evidence that it was materially prejudiced by the
failure to receive such notice. With respect to any such Claim as to which
Indemnitee becomes involved:

              (a)   The Company will be entitled to participate therein at its
own expense; and

              (b)   Except as otherwise provided below, to the extent that it
may wish, the Company may, jointly with any other indemnifying party, assume the
defense thereof, with outside counsel which must be reasonably satisfactory to
Indemnitee. After notice from the Company to Indemnitee of its election so to
assume the defense thereof (and consent of Indemnitee as to the Company's choice
of outside counsel, which consent will not be unreasonably withheld), the
Company will be liable to Indemnitee under this Agreement for all Expenses
(subject to Section 12 below and other than as provided below with respect to
attorneys' fees) incurred in connection therewith. Indemnitee shall have the
right to employ personal counsel in proceedings related to such Claim, but the
fees and expenses of such counsel incurred after notice from the Company of its
assumption of the defense thereof (and consent of Indemnitee as to the Company's
choice of outside counsel) shall be at the expense of Indemnitee, unless (i) the
employment of counsel for Indemnitee has been authorized by the Company, (ii)
Indemnitee shall have concluded in good faith that there may be a conflict of
interest between the Company and Indemnitee in the conduct of the defense (or
part of the defense) of such action, or (iii) the Company shall not in fact have
employed counsel to assume the defense of such action, in each of which cases
the fees and expenses of counsel shall be at the expense of the Company. The
Company shall not be entitled to assume the defense of any Claim brought by or
on behalf of the Company or as to which Indemnitee shall have made the
conclusion provided for in (ii) above; and

              (c)   The Company shall not be liable to indemnify Indemnitee
under this Agreement for any Indemnifiable Liabilities paid in settlement of any
Claim effected without its written consent. The Company shall not settle any
Claim in any manner which would impose any penalty, sanction or limitation on
Indemnitee, or otherwise indicate the existence of any wrongful act by
Indemnitee, without Indemnitee's written consent. Neither the Company nor
Indemnitee will unreasonably withhold its consent to any proposed settlement.
Without intending


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to limit the circumstances in which it would be unreasonable for the Company
to withhold its consent to a settlement, the parties hereto agree it would be
unreasonable for the Company to withhold its consent to a settlement in an
amount that did not exceed, in the business judgment of the Board of
Directors of the Company, the estimated amount of Expenses of Indemnitee to
litigate the Claim to conclusion, provided that there is no other materially
adverse consequence to the Company from such settlement.

         4.   CHANGE IN CONTROL. The Company agrees that, if there is a
Potential Change in Control or a Change in Control and if Indemnitee requests
in writing that Special Counsel advise the Reviewing Party or be the
Reviewing Party, then the Company shall not (i) deny any indemnification
payments (and Expense Advances shall continue to be paid by the Company
pursuant to Section 2(b)) that Indemnitee requests or demands under this
Agreement or any other agreement or law now or hereafter in effect relating
to Claims for Indemnifiable Events, or (ii) request or seek reimbursement
from Indemnitee of any indemnification payment or Expense Advances unless, in
either case, Special Counsel has rendered its written opinion to the Company
and Indemnitee that the Company was not or is not permitted under applicable
law to pay Indemnitee and to allow Indemnitee to retain such indemnification
payment or Expense Advances. However, if Indemnitee has commenced legal
proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee could be indemnified under applicable law, any determination
made by Special Counsel that Indemnitee would not be permitted to be indemnified
under applicable law shall not be binding, and Indemnitee shall not be required
to reimburse the Company for any Expense Advance, and the Company shall be
obligated to continue to make Expense Advances, until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefore have been exhausted or lapsed). The Company agrees to pay the
reasonable fees of Special Counsel and to indemnify Special Counsel against
any and all expenses (including attorneys' fees), claims, liabilities and
damages arising out of or relating to this Agreement or Special Counsel's
engagement pursuant hereto.

         5.   INDEMNIFICATION FOR ADDITIONAL EXPENSES. The Company shall
indemnify Indemnitee against any and all costs and expenses (including
attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall
(within two business days of that request) advance those costs and expenses
to Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by
formal proceedings or through demand and negotiation without formal
proceedings: (a) seeks to enforce Indemnitee's rights under this Agreement,
(b) seeks to enforce Indemnitee's rights to expense advancement or
indemnification under any other agreement or provision of the Company's
Articles of Incorporation (the "Articles of Incorporation"), or Bylaws (the
"Bylaws"), now or hereafter in effect relating to Claims for Indemnifiable
Events, or (c) seeks recovery under any directors' and officers' liability
insurance policies maintained by the Company, in each case regardless of
whether Indemnitee ultimately prevails. To the fullest extent permitted by
law, the Company waives any and all rights that it may have to recover its
costs and expenses from Indemnitee.

         6.   PARTIAL INDEMNITY. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some, but not all, of
Indemnitee's Indemnifiable Liabilities, the Company shall indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.


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         7.   CONTRIBUTION.

              (a)   CONTRIBUTION PAYMENT. To the extent the indemnification
provided for under any provision of this Agreement is determined (in the manner
herein provided) not to be permitted under applicable law, the Company, in lieu
of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to
the amount of any and all Indemnifiable Liabilities incurred or paid by
Indemnitee for which such indemnification is not permitted. The amount the
Company contributes shall be in such proportion as is appropriate to reflect the
relative fault of Indemnitee, on the one hand, and of the Company and any and
all other parties (including officers and directors of the Company other than
Indemnitee) who may be at fault (collectively, including the Company, the "Third
Parties"), on the other hand.

              (b)   RELATIVE FAULT. The relative fault of the Third Parties
and the Indemnitee shall be determined (i) by reference to the relative fault of
Indemnitee as determined by the court or other governmental agency or (ii) to
the extent such court or other governmental agency does not apportion relative
fault, by the Reviewing Party (which shall include Special Counsel) after giving
effect to, among other things, the relative intent, knowledge, access to
information and opportunity to prevent or correct the relevant events, of each
party, and other relevant equitable considerations. The Company and Indemnitee
agree that it would not be just and equitable if contribution were determined by
pro rata allocation or by any other method of allocation which does take account
of the equitable considerations referred to in this Section 7(b).

         8.   BURDEN OF PROOF. In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified under any provision of this Agreement or to receive contribution
pursuant to Section 7 of this Agreement, to the extent permitted by law the
burden of proof shall be on the Company to establish that Indemnitee is not so
entitled.

         9.   NO PRESUMPTION. For purposes of this Agreement, the termination
of any Claim by judgment, order, settlement (whether with or without court
approval), or conviction, or upon a plea of nolo contendere, or its equivalent,
or an entry of an order of probation prior to judgment shall not create a
presumption (other than any presumption arising as a matter of law that the
parties may not contractually agree to disregard) that Indemnitee did not meet
any particular standard of conduct or have any particular belief or that a court
has determined that indemnification is not permitted by applicable law.

         10.  NON-EXCLUSIVITY. The rights of Indemnitee hereunder shall be in
addition to any other rights Indemnitee may have under the Bylaws or Articles of
Incorporation or the Texas Business Corporation Act or otherwise. To the extent
that a change in the Texas Business Corporation Act (whether by statute or
judicial decision) permits greater indemnification by agreement than would be
afforded currently under the Bylaws or Articles of Incorporation and this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by that change. Indemnitee's
rights under this Agreement shall not be diminished by any amendment to the
Articles of Incorporation or Bylaws, or of any other agreement or instrument to
which Indemnitee is not a party, and shall not diminish any other rights which
Indemnitee now or in the future has against the Company.


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         11.  LIABILITY INSURANCE.

              (a)   MAINTENANCE OF D&O INSURANCE. The Company hereby covenants
and agrees that, so long as the Indemnitee shall continue to serve as an agent
of the Company and thereafter so long as the Indemnitee shall be subject to any
possible proceeding by reason of the fact that the Indemnitee was an agent of
the Company, the Company, subject to Section 11(c), shall promptly obtain and
maintain in full force and effect directors' and officers' liability insurance
("D&O Insurance") in reasonable amounts from established and reputable insurers.

              (b)   RIGHTS AND BENEFITS. In all policies of D&O Insurance, the
Indemnitee shall be named as an insured in such a manner as to provide the
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company's directors, if the Indemnitee is a director; or of the
Company's officers, if the Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, if the Indemnitee is not a director
or officer but is a key employee.

              (c)   LIMITATION ON REQUIRED MAINTENANCE OF D&O INSURANCE.
Notwithstanding the foregoing, the Company shall have no obligation to obtain or
maintain D&O Insurance if the Company determines in good faith that such
insurance is not reasonably available, the premium costs for such insurance are
disproportionate to the amount of coverage provided, the coverage provided by
such insurance is limited by exclusions so as to provide an insufficient
benefit, or the Indemnitee is covered by similar insurance maintained by a
subsidiary of the Company.

         12.   EXCEPTIONS. Notwithstanding any other provision of this
Agreement, the Company shall not be obligated pursuant to the terms of this
Agreement:

              (a)   EXCLUDED ACTION OR OMISSIONS. To indemnify Indemnitee for
Expenses resulting from acts, omissions or transactions for which Indemnitee is
prohibited from receiving indemnification under this Agreement or applicable
law, provided, however, that notwithstanding any limitation set forth in this
Section 12(a) regarding the Company's obligation to provide indemnification,
Indemnitee shall be entitled under Section 2(b) to receive Expense Advances
hereunder with respect to any such Claim unless and until a court having
jurisdiction over the Claim shall have made a final judicial determination (as
to which all rights of appeal therefrom have been exhausted or lapsed) that
Indemnitee has engaged in acts, omissions or transactions for which Indemnitee
is prohibited from receiving indemnification under this Agreement or applicable
law.

              (b)   CLAIMS INITIATED BY INDEMNITEE. To indemnify or make
Expense Advances to Indemnitee with respect to Claims initiated or brought
voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim,
except (i) with respect to actions or proceedings brought to establish or
enforce a right to indemnification under this Agreement or any other agreement
or insurance policy or under the Company's Articles of Incorporation or Bylaws
now or hereafter in effect relating to Claims for Indemnifiable Events, (ii) in
specific cases if the Board of Directors has approved the initiation or bringing
of such Claim, or (iii) as otherwise required under the Texas Business
Corporation Act, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, or insurance recovery, as the case may be.


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              (c)   LACK OF GOOD FAITH. To indemnify Indemnitee for any
Expenses incurred by the Indemnitee with respect to any action instituted (i) by
Indemnitee to enforce or interpret this Agreement, if a court having
jurisdiction over such action determines that each of the material assertions
made by the Indemnitee as a basis for such action was not made in good faith or
was frivolous, or (ii) by or in the name of the Company to enforce or interpret
this Agreement, if a court having jurisdiction over such action determines that
each of the material defenses asserted by Indemnitee in such action was made in
bad faith or was frivolous.

              (d)   CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for
expenses and the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Exchange Act, or
any similar successor statute; provided, however, that notwithstanding any
limitation set forth in this Section 12(d) regarding the Company's obligation to
provide indemnification, Indemnitee shall be entitled under Section 2(b) to
receive Expense Advances hereunder with respect to any such Claim unless and
until a court having jurisdiction over the Claim shall have made a final
judicial determination (as to which all rights of appeal therefrom have been
exhausted or lapsed) that Indemnitee has violated said statute.

              (e)   DISHONESTY. To indemnify Indemnitee on account of any
Claim made against Indemnitee brought about or contributed to by the dishonesty
of Indemnitee seeking payment hereunder; however, notwithstanding the foregoing,
Indemnitee shall be protected under this Agreement as to any Claims upon which
suit may be brought against him by reason of any alleged dishonesty on his part
unless a final adjudication adverse to Indemnitee shall establish that he
committed (i) acts of active and deliberate dishonesty (ii) with actual
dishonest purpose and intent, which acts were material to the cause of action so
adjudicated. In determining whether any alleged dishonesty was active and
deliberate, there shall be taken into consideration any discussion with and
instructions from the supervisors of Indemnitee with Indemnitee regarding the
acts alleged to constitute the dishonesty.

         13.  DURATION OF AGREEMENT.

              (a)   This Agreement shall continue until and terminate upon the
later of (i) the tenth anniversary after Indemnitee has ceased to occupy any of
the positions or have any of the relationships described in Section 1(f) of this
Agreement or (ii)(A) the final termination or resolution of all Claims with
respect to Indemnitee commenced during such 10-year period and (B) either (x)
receipt by Indemnitee of the indemnification to which he is entitled hereunder
with respect thereto or (y) a final adjudication or binding arbitration that
Indemnitee is not entitled to any further indemnification with respect thereto,
as the case may be.

         14.  AMENDMENTS. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any provision of this Agreement shall be effective unless
in a writing signed by the party granting the waiver. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall that waiver
constitute a continuing waiver.


                                       9
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         15.  OTHER SOURCES. Indemnitee shall not be required to exercise any
rights that Indemnitee may have against any other Person (for example, under an
insurance policy) or before Indemnitee enforces his rights under this Agreement.
However, to the extent the Company actually indemnifies Indemnitee or advances
him Expenses, the Company shall be subrogated to the rights of Indemnitee and
shall be entitled to enforce any such rights which Indemnitee may have against
third parties. Indemnitee shall assist the Company in enforcing those rights if
the Company pays his costs and expenses of doing so. If Indemnitee is actually
indemnified or advanced Expenses by any third party, then, for so long as
Indemnitee is not required to disgorge the amounts so received, to that extent
the Company shall be relieved of its obligation to indemnify Indemnitee or
advance Indemnitee Expenses.

         16.  BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors, assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
or assets of the Company), spouses, heirs and personal and legal
representatives. This Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as an officer or director of the Company or, at
the Company's request, another enterprise, and regardless of whether the
Indemnitee left the position with the Company or such other enterprise
voluntarily or involuntarily.

         17.  SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, that provision shall be fully severable; this Agreement shall
be construed and enforced as if that illegal, invalid or unenforceable provision
had never comprised a part hereof; and the remaining provisions shall remain in
full force and effect and shall not be affected by the illegal invalid or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of that illegal, invalid or unenforceable provision, there shall be added
automatically as a part of this Agreement a provision as similar in terms to the
illegal, invalid or unenforceable provision as may be possible and be legal,
valid and enforceable.

         18.  GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas applicable to
contracts made and to be performed in that state without giving effect to the
principles of conflicts of laws.

         19.  HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         20.  NOTICES. Whenever this Agreement requires or permits notice to be
given by one party to the other, such notice must be in writing to be effective
and shall be deemed delivered and received by the party to whom it is sent upon
actual receipt (by any means) of such notice. Receipt of a notice by the
Secretary or President of the Company shall be deemed receipt of such notice by
the Company.

         21.  COMPLETE AGREEMENT. This Agreement constitutes the complete
understanding and agreement among the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings between the
parties with respect to the subject matter hereof.


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<Page>


         22.  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but in making proof
hereof it shall not be necessary to produce or account for more than one such
counterpart.

         EXECUTED as of the date first written above.

                                       MATADOR PETROLEUM CORPORATION

                                       By:
                                          ----------------------------------
                                       Name:
                                            --------------------------------
                                       Title:
                                             -------------------------------


                                       INDEMNITEE


                                           ---------------------------------
                                           [Name of Indemnitee]








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