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                                                                    EXHIBIT 10.8














                              EMPLOYMENT AGREEMENT


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                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                                PAGE
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<S> <C>                                                                         <C>
1.  Employment Period .......................................................... 1
2.  Terms of Employment ........................................................ 1
    (a)  Position and Duties ................................................... 1
    (b)  Compensation .......................................................... 2
         (i)     Base Salary ................................................... 2
         (ii)    Annual Bonus .................................................. 2
         (iii)   Incentive, Savings and Retirement Plans ....................... 2
         (iv)    Welfare Benefit Plans ......................................... 3
         (v)     Expenses ...................................................... 3
         (vi)    Fringe Benefits and Perquisites ............................... 3
         (vii)   Office and Support Staff ...................................... 3
         (viii)  Vacation ...................................................... 3
3.  Termination of Employment .................................................. 4
    (a)  Death or Disability ................................................... 4
    (b)  Cause ................................................................. 4
    (c)  Good Reason; Window Period ............................................ 5
    (d)  Notice of Termination ................................................. 6
    (e)  Date of Termination ................................................... 6
4.  Obligations of the Company upon Termination ................................ 6
    (a)  Disability, Good Reason or During a Window Period;
         Other than for Cause .................................................. 6
    (b)  Death (except during a Window Period) ................................. 9
    (c)  Cause; Other than for Disability, Good Reason or
         During a Window Period ................................................ 9
5.  Non-exclusivity of Rights ..................................................10
6.  Full Settlement; Resolution of Disputes ....................................10
7.  Certain Additional Payments by the Company .................................11
8.  Confidential Information ...................................................13
9.  Change of Control ..........................................................14
10. Covenant Not to Compete ....................................................18
11. Successors .................................................................19
12. Miscellaneous ..............................................................20
</Table>

                                      -i-

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                              EMPLOYMENT AGREEMENT

                  This AGREEMENT (the "Agreement") by and between Carrizo Oil &
Gas, Inc., a Texas corporation (the "Company"), and JOHN FISHER (the
"Executive"), dated as of the 15th day of April 1998, and to be effective as of
the Agreement Effective Date (as defined herein).

                  In entering into this Agreement, the Board of Directors of the
Company (the "Board") desires to provide the Executive with substantial
incentives to serve the Company as one of its senior executives performing at
the highest level of leadership and stewardship, without distraction or concern
over minimum compensation, benefits or tenure, to manage the Company's future
growth and development, and maximize the returns to the Company's stockholders.

                  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

                  1. Employment Period. As of the Agreement Effective Date
(hereinafter defined), the Company hereby agrees to employ the Executive and the
Executive hereby agrees to accept employment with the Company, in accordance
with, and subject to, the terms and provisions of this Agreement, for the period
(the "Employment Period") commencing on the Agreement Effective Date and ending
on the 2nd anniversary of the Agreement Effective Date; provided, on the first
anniversary of the Agreement Effective Date and on each day thereafter, the
Employment Period shall automatically be extended for an additional one day
without any further action by either the Company or the Executive, it being the
intention of the parties that there shall be continuously a remaining term of
not less than one year's duration of the Employment Period until an event has
occurred as described in, or one of the parties shall have made an appropriate
election pursuant to, the provisions of Section 3.

                  2. Terms of Employment.

                  (a) Position and Duties. It is contemplated that initially
Executive shall be a full time employee and that upon commencement of his
entitlement to Base Salary under Section 2(b)(i)of this Agreement, the following
shall apply:

                  (i) During the Employment Period, (A) the Executive's position
         (including status, offices, titles and reporting requirements),
         authority, duties and responsibilities shall be at lease commensurate
         in all material respects with the most significant of those held,
         exercised and assigned on the Agreement Effective Date, and (B) the
         Executive's services shall be performed within the Houston, Texas
         metropolitan area.


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                  (ii) During the Employment Period, and excluding any periods
         of vacation and sick leave to which the Executive is entitled, the
         Executive agrees to devote full attention and time during normal
         business hours to the business and affairs of the Company and, to the
         extent necessary to discharge the responsibilities assigned to the
         Executive hereunder, to use the Executive's reasonable best efforts to
         perform faithfully and efficiently such responsibilities. During the
         Employment Period, it shall not be a violation of this Agreement for
         the Executive to (A) serve on corporate, civic or charitable boards or
         committees, (B) deliver lectures, fulfill speaking engagements or teach
         at educational institutions and (C) manage personal investments, so
         long as such activities do not interfere with the performance of the
         Executive's responsibilities as an employee of the Company in
         accordance with this Agreement. It is expressly understood and agreed
         that to the extent that any such activities have been conducted by the
         Executive prior to the Agreement Effective Date, the continued conduct
         of such activities (or the conduct of activities similar in nature and
         scope thereto) subsequent to the Agreement Effective Date shall not
         thereafter be deemed to interfere with the performance of the
         Executive's responsibilities to the Company.

                  (b) Compensation.

                  (i) Base Salary. Commencing on the date on which Executive
         commences full time employment with the Company and thereafter during
         his Employment Period, the Executive shall receive an annual base
         salary of $100,000 ("Annual Base Salary"), which shall be paid on a
         semimonthly basis. During the Employment Period, the Annual Base Salary
         shall be reviewed at least annually and shall be increased at any time
         and from time to time as shall be substantially consistent with
         increases in base salary generally awarded in the ordinary course of
         business to executives of the Company and its affiliated companies. Any
         increase in Annual Base Salary shall not serve to limit or reduce any
         other obligation to the Executive under this Agreement. Annual Base
         Salary shall not be reduced after any such increase and the term
         "Annual Base Salary," as utilized in this Agreement, shall refer to
         Annual Base Salary as so increased. As used in this Agreement, the term
         "affiliated companies" shall include, when used with reference to the
         Company, any company controlled by, controlling or under common control
         with the Company.

                  (ii) Annual Bonus. In addition to Annual Base Salary, the
         Executive may be awarded, for each fiscal year or portion thereof
         during the Employment Period, an Annual Bonus (the "Annual Bonus"), in
         an amount comparable to the Annual Bonus Award to other Company
         executives, taking into account Executive's position and
         responsibilities with the Company, prorated for any period consisting
         of less than 12 full months.

                  (iii) Incentive, Savings and Retirement Plans. During the
         Employment Period, the Executive shall be entitled to participate in
         all incentive, savings and retirement plans that are tax-qualified
         under Section 401(a) of the Internal Revenue Code of 1986, as amended
         ("Code"), and all plans that are supplemental to any such tax-qualified
         plans, in each case


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         to the extent that such plans are applicable generally to other
         executives of the Company and its affiliated companies, but in no event
         shall such plans provide the Executive with incentive opportunities
         (measured with respect to both regular and special incentive
         opportunities, to the extent, if any, that such distinction is
         applicable), savings opportunities and retirement benefit opportunities
         that are, in each case, less favorable to the Executive, in the
         aggregate, than the most favorable plans of the Company and its
         affiliated companies. As used in this Agreement, the term "most
         favorable" shall, when used with reference to any plans, practices,
         policies or programs of the Company and its affiliated companies, be
         deemed to refer to the plans, practices, policies or programs of the
         Company and its affiliated companies, as in effect at any time during
         the Employment Period and provided generally to other executives of the
         Company or its affiliated companies, which are most favorable to the
         Executive.

                  (iv) Welfare Benefit Plans. During the Employment Period, the
         Executive and/or the Executive's family, as the case may be, shall be
         eligible for participation in and shall receive all benefits under
         welfare benefit plans, practices, policies and programs provided by the
         Company or its affiliated companies (including, without limitation,
         medical, prescription, dental, vision, disability, salary continuance,
         group life and supplemental group life, accidental death and travel
         accident insurance plans and programs) to the extent applicable
         generally to other executives of the Company or its affiliated
         companies, but in no event shall such plans, practices, policies and
         programs provide the Executive with benefits that are less favorable,
         in the aggregate, than the most favorable such plans, practices,
         policies and programs of the Company and its affiliated companies.

                  (v) Expenses. During the Employment Period, the Executive
         shall be entitled to receive prompt reimbursement for all reasonable
         expenses incurred by the Executive in accordance with the most
         favorable policies, practices and procedures of the Company and its
         affiliated companies.

                  (vi) Fringe Benefits and Perquisites. During the Employment
         Period, the Executive shall be entitled to fringe benefits and
         perquisites in accordance with the most favorable plans, practices,
         programs and policies of the Company and its affiliated companies
         applicable to similarly situated executives.

                  (vii) Office and Support Staff. During the Employment Period,
         the Executive shall be entitled to an office or offices of a size and
         with furnishings and other appointments, and to secretarial and other
         assistance to the extent needed to fulfill his corporate
         responsibilities, at least equal to the most favorable of the foregoing
         provided to the Executive by the Company and its affiliated companies
         at any time during the Employment Period.

                  (viii) Vacation. During the Employment Period, the Executive
         shall be entitled to paid vacation in accordance with the most
         favorable plans, policies, programs and practices of the Company and
         its affiliated companies.



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                  3. Termination of Employment.

                  (a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 11(d) of this Agreement of its intention to terminate the Executive's
employment. In such event, the Executive's employment with the Company shall
terminate effective on the 30th day after receipt of such notice by the
Executive (the "Disability Effective Date"), provided that, within the 30 days
after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time basis for either (i) 180 consecutive business
days or (ii) in any two-year period 270 nonconsecutive business days as a result
of incapacity due to mental or physical illness which is determined to be total
and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably).

                  (b) Cause. The Company may terminate the Executive's
employment during the Employment Period for Cause. For purposes of this
Agreement, "Cause" shall mean for the Company's termination of the Executive's
employment for any of the following: (i) the Executive's final conviction of a
felony crime that enriched the Executive at the expense of the Company;
provided, however, that after indictment, the Company may suspend Executive from
the rendition of services, but without limiting or modifying in any other way
the Company's obligations under this Agreement; (ii) a material breach by
Executive of a material fiduciary duty owed to the Company; (iii) a material
breach by Executive of any of the covenants made by him in Sections 8 and 10
hereof; (iv) the willful and gross neglect by Executive of the material duties
specifically and expressly required by this Agreement; or (v) the Executive's
continuing failure to substantially perform his duties and responsibilities
hereunder (except by reason of the Executive's incapacity due to physical or
mental illness or injury) for a period of 45 days after the Required Board
Majority, as defined herein, has delivered to the Executive a written demand for
substantial performance hereunder which specifically identifies the bases for
the Required Board Majority's determination


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that the Executive has not substantially performed his duties and
responsibilities hereunder (that period being the "Grace Period"); provided,
that for purposes of this clause (v), the Company shall not have Cause to
terminate the Executive's employment unless (A) at a meeting of the Board called
and held following the Grace Period in the city in which the Company's principal
executive offices are located, of which the Executive was given not less than 10
days' prior written notice and at which the Executive was afforded the
opportunity to be represented by counsel, appear and be heard, the Required
Board Majority shall adopt a written resolution which (1) sets forth the
Required Board Majority's determination that the failure of the Executive to
substantially perform his duties and responsibilities hereunder has (except by
reason of his incapacity due to physical or mental illness or injury) continued
past the Grace Period and (2) specifically identifies the bases for that
determination, and (B) the Company, at the written direction of the Required
Board Majority, shall deliver to the Executive a Notice of Termination for Cause
to which a copy of that resolution, certified as being true and correct by the
secretary or any assistant secretary of the Company, is attached. "Required
Board Majority" means at any time a majority of the members of the Board at that
time which includes at least a majority of the Directors, each of whom has not
been an employee of the Company or any subsidiary of the Company.

                  (c) Good Reason: Window Period. The Executive's employment may
be terminated during the Employment Period by the Executive for Good Reason, or
during a Window Period by the Executive without any reason. For purposes of this
Agreement, "Window Period" shall mean the 60-day period immediately following
elapse of one year after any Change of Control as defined in Section 9 of this
Agreement. For purposes of this Agreement, "Good Reason" shall mean:

                       (i) the assignment to the Executive of any duties
               materially inconsistent in any respect with the Executive's
               position (including status, offices, titles and reporting
               requirements), authority, duties or responsibilities as
               contemplated by Section 2 of this Agreement, or any other action
               by the Company which results in a diminution in such position,
               authority, duties or responsibilities, excluding for this purpose
               an isolated, insubstantial and inadvertent action not taken in
               bad faith and which is remedied by the Company promptly after
               receipt of notice thereof given by the Executive;

                       (ii) any material failure by the Company to comply with
               any of the provisions of this Agreement, other than an isolated,
               insubstantial and inadvertent failure not occurring in bad faith
               and which is remedied by the Company promptly after receipt of
               notice thereof given by the Executive;

                       (iii) the Company's requiring the Executive to be based
               at any office outside the Houston metropolitan area;

                       (iv) any purported termination by the Company of the
               Executive's employment otherwise than as expressly permitted by
               this Agreement;


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                       (v) any failure by the Company to comply with and satisfy
               the requirements of Section 11 of this Agreement, provided that
               (A) the successor described in Section 11(c) has received, at
               least 10 days prior to the Date of Termination (as defined in
               subparagraph (e) below), written notice from the Company or the
               Executive of the requirements of such provision and (B) such
               failure to be in compliance and satisfy the requirements of
               Section 11 shall continue as of the Date of Termination; or

         (d) Notice of Termination. Any termination by the Company for Cause, or
by the Executive for Good Reason or without any reason during a Window Period,
shall be communicated by Notice of Termination to the other party hereto given
in accordance with Section 12(d) of this Agreement. The failure by the Executive
or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company hereunder or preclude the
Executive or the Company from asserting such fact or circumstance in enforcing
the Executive's or the Company's rights hereunder.

         (e) Date of Termination. For purposes of this Agreement, the term "Date
of Termination" means (i) if the Executive's employment is terminated by the
Company for Cause, or by the Executive during a Window Period or for Good
Reason, the date of receipt of the Notice of Termination or any later date
specified therein, as the case may be, (ii) if the Executive's employment is
terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination and (iii) if the Executive's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may be.

         4. Obligations of Company upon Termination.

         (a) Disability, Good Reason or During a Window Period: Other than for
Cause or Death (except during a Window Period). If, during the Employment Period
and after the date on which the Company first receives payment for shares of its
Common Stock that it sells pursuant to a registration statement filed under the
Securities Act of 1933 (the "IPO Closing Date"), (x) the Company shall terminate
the Executive's employment other than for Cause, including a termination by
reason of Disability (but not by reason of death), or (y) the Executive shall
terminate employment for Good Reason or (z) his employment shall be terminated
during a Window Period by the Company for Cause, by the Executive without any
reason, or by reason of death:

         (i) the Company shall pay or provide to or in respect of the Executive
the following amounts and benefits:




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                       A. in a lump sum in cash, within 10 days after the Date
                  of Termination, an amount equal to the sum of (1) the
                  Executive's Annual Base Salary through the Date of
                  Termination, (2) any deferred compensation previously awarded
                  to or earned by the Executive (together with any accrued
                  interest or earnings thereon) and (3) any compensation for
                  unused vacation time for which the Executive is eligible in
                  accordance with the most favorable plans, policies, programs
                  and practices of the Company and its affiliated companies, in
                  each case to the extent not theretofore paid (the sum of the
                  amounts described in clauses (1), (2) and (3) shall be
                  hereinafter referred to as the "Accrued Obligation");

                       B. in a lump sum in cash, discounted at 6%, within 10
                  days after the Date of Termination, an amount equal to 150% of
                  Annual Base Salary that would have been paid annually to the
                  Executive pursuant to this Agreement for the period (the
                  "Remaining Employment Period") beginning on the Date of
                  Termination and ending on the latest possible date of
                  termination of the Employment Period in accordance with the
                  provisions of Section 1 hereof (the "Final Expiration Date")
                  if the Executive's employment had not been terminated;
                  provided if the termination occurs after the date a Change of
                  Control occurs 275% shall be substituted for 150%;

                       C. continuation for the Remaining Employment Period of
                  life insurance and medical benefits coverages, but with the
                  Company's medical benefits coverages being secondary to any
                  coverages provided by another employer;

                       D. effective as of the Date of Termination, (1) immediate
                  vesting and exercisability of, and termination of any
                  restrictions on sale or transfer (other than any such
                  restriction arising by operation of law) with respect to, each
                  and every stock option, restricted stock award, restricted
                  stock unit award and other equity-based award and performance
                  award (each, a "Compensatory Award") that is outstanding as of
                  a time immediately prior to the Date of Termination, (2) the
                  extension of the term during which each and every Compensatory
                  Award may be exercised by the Executive until the earlier
                  of (x) the first anniversary of the Date of Termination or (y)
                  the date upon which the right to exercise any Compensatory
                  Award would have expired if the Executive had continued to be
                  employed by the Company under the terms of this Agreement
                  until the Final Expiration Date and (3) at the sole election
                  of Executive, in exchange for any or all Compensatory Awards
                  that are either denominated in or payable in Common Stock, an
                  amount in cash equal to the excess of (x) the Highest Price
                  Per Share (as defined below) over (y) the exercise or purchase
                  price, if any, of such Compensatory Awards. As used herein,
                  the term "Highest Price Per Share" shall mean the highest
                  price per share that can be determined to have been paid or
                  agreed to be paid for any share of Common Stock by a Covered
                  Person (as defined below) at any time during the Employment
                  Period or the six-month period immediately preceding the
                  Agreement Effective Date. As used herein, the term "Covered
                  Person" shall mean any Person other than an Exempt


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                  Person (in each case as defined in Section 9 hereof) who (I)
                  is the Beneficial Owner (as defined in Section 9 hereof) of
                  10% or more of the outstanding shares of Common Stock or 10%
                  or more of the combined voting power of the outstanding Voting
                  Stock (as defined in Section 9 hereof) of the Company at any
                  time during the Employment Period, (II) is a Person who has
                  any material involvement in proposing or effectuating the
                  Change of Control (as defined in Section 9 hereof) or (III) is
                  an assignee of or has otherwise succeeded to any shares of
                  Common Stock or Voting Stock of the Company which were at any
                  time during the Employment Period "beneficially owned" (as
                  defined in Section 9 hereof) by any Person identified in
                  clause (I) or (II) of this definition, if such assignment or
                  succession shall have occurred in the course of a privately
                  negotiated transaction rather than an open market transaction.
                  For purposes of determining whether a Person is a Covered
                  Person, the number of shares of Common Stock or Voting Stock
                  of the Company deemed to be outstanding shall include shares
                  of which the Person is deemed the Beneficial Owner, but shall
                  not include any other shares which may be issuable pursuant to
                  any agreement, arrangement or understanding, or upon exercise
                  of conversion rights, warrants or options. In determining the
                  Highest Price Per Share, the price paid or agreed to be paid
                  by a Covered Person will be appropriately adjusted to take
                  into account (W) distributions paid or payable in stock, (X)
                  subdivisions of outstanding stock, (Y) combinations of shares
                  of stock into a smaller number of shares and (Z) similar
                  events; and

                       E. as soon as practicable following the calendar year of
                  the date of termination, an amount equal to the product of (x)
                  the Annual Bonus that would have been paid to Executive with
                  respect to the year of termination had the Date of Termination
                  not occurred and (y) a fraction, the numerator of which is the
                  number of days in the fiscal year through the Date of
                  Termination and the denominator of which is 365;

Anything in this Agreement to the contrary notwithstanding, if a Change of
Control occurs and if the Executive's employment with the Company is terminated
prior to the date on which the Change of Control occurs, and if it is reasonably
demonstrated by the Executive that such termination of employment (x) was at the
request of a third party who has taken steps reasonably calculated to effect the
Change of Control or (y) otherwise arose in connection with or anticipation of
the Change of Control, then for all purposes of this Agreement, the "date a
Change of Control occurs" shall mean the date immediately prior to the date of
such termination of employment.

                  (ii) for the Remaining Employment Period, or such longer
         period as any plan, program, practice or policy may provide, the
         Company shall continue benefits to the Executive and/or the Executive's
         family at least equal to those which would have been provided to them
         in accordance with the plans, programs, practices and policies
         described in Sections 2(b)(iv) of this Agreement if the Executive's
         employment had not been terminated in accordance with the most
         favorable plans, practices, programs or policies of


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         the Company and its affiliated companies (such continuation of such
         benefits for the applicable period herein set forth shall be
         hereinafter referred to as "Welfare Benefit Continuation"). For
         purposes of determining eligibility of the Executive for retiree
         benefits pursuant to such plans, practices, programs and policies, the
         Executive shall be considered to have remained employed until the Final
         Expiration Date and to have retired on such date.

                  (b) Death (except during a Window Period). If the Executive's
employment is terminated by reason of the Executive's death during the
Employment Period and other than during a Window Period in which event the
provisions of Section 4(a) shall govern, this Agreement shall terminate without
further obligations to the Executive's legal representatives under this
Agreement, other than (i) the payment of Accrued Obligations (which shall be
paid to the Executive's estate or beneficiary, as applicable, in a lump sum in
cash within 30 days of the Date of Termination), (ii) the payment of an amount
equal to the Annual Salary that would have been paid to the Executive pursuant
to this Agreement during the Remaining Employment Period if the Executive's
employment had not terminated by reason of death (which shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash within
30 days of the Date of Termination) reduced by the amount payable in respect of
Executive's death under any life insurance policy (other than accidental death
and dismemberment or travel accident policies) but only to the extent such
amounts are attributable to premiums paid by the Company, (iii) during the
period beginning on the Date of Termination and ending on the first anniversary
thereof medical benefits coverage determined as if Executive's employment had
not terminated by reason of death, (iv) as soon as practicable following the
fiscal year in which death occurs, payment of an amount equal to the product
of (x) the Annual Bonus that would have been paid to Executive with respect to
the year of termination had the Date of Termination not occurred and (y) a
fraction, the numerator of which is the number of days in the fiscal year
through the Date of Termination and the denominator of which is 365 and (v)
effective as of the Date of Termination, (A) immediate vesting and
exercisability of, and termination of any restrictions on sale or transfer
(other than any such restriction arising by operation of law) with respect to,
each and every Compensatory Award outstanding as of a time immediately prior to
the Date of Termination, (B) the extension of the term during which each and
every Compensatory Award may be exercised or purchased by the Executive until
the earlier of (1) the first anniversary of the Date of Termination or (2) the
date upon which the right to exercise or purchase any Compensatory Award would
have expired if the Executive had continued to be employed by the Company under
the terms of this Agreement until the Final Expiration Date and (C) at the sole
election of the Executive's legal representative, in exchange for any
Compensatory Award that is either denominated in or payable in Common Stock, an
amount in cash equal to the excess of (1) the Highest Price Per Share over (2)
the exercise or purchase price, if any, of such Compensatory Award.

                  (c) Cause; Other than for Disability, Good Reason or During a
Window Period. If the Executive's employment shall be terminated for Cause
during the Employment Period and other than during a Window Period, in which
event the provisions of Section 4(a) shall govern, this Agreement shall
terminate without further obligations to the Executive other than for Accrued
Obligations. If the Executive terminates employment during the Employment
Period, excluding a


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termination for any of Disability, Good Reason or without any reason during a
Window Period, in which event the provisions of Section 4(a) shall govern, this
Agreement shall terminate without further obligations to the Executive, other
than for the payment of Accrued Obligations. In such case, all Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination.

                  5. Non-exclusivity of Rights. Except as provided in Section 4
of this Agreement, nothing in this Agreement shall prevent or limit the
Executive's continuing or future participation in any plan, program, policy or
practice provided by the Company or any of its affiliated companies and for
which the Executive may qualify, nor shall anything herein limit or otherwise
affect such rights as the Executive may have under any contract or agreement
with the Company or any of its affiliated companies. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with the Company or
any of its affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice or program or
contract or agreement except as such plan, policy, practice or program is
superseded by this Agreement.

                  6. Full Settlement: Resolution of Disputes.

                  (a) The Company's obligation to make payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any setoff, counterclaim, recoupment, defense, mitigation or other
claim, right or action which the Company may have against the Executive or
others. The Company agrees to pay promptly as incurred, to the full extent
permitted by law, all legal fees and expenses which the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof (including as a result of any contest by the Executive about the amount
of any such payment pursuant to this Agreement), plus in each case interest on
any delayed payment at the annual percentage rate which is three percentage
points above the interest rate shown as the Prime Rate in the Money Rates column
in the then most recently published edition of The Wall Street Journal
(Southwest Edition), or, if such rate is not then so published on at least a
weekly basis, the interest rate announced by Chase Manhattan Bank (or its
successor), from time to time, as its Base Rate (or prime lending rate), from
the date those amounts were required to have been paid or reimbursed to the
Employee until those amounts are finally and fully paid or reimbursed; provided,
however, that in no event shall the amount of interest contracted for, charged
or received hereunder exceed the maximum non-usurious amount of interest allowed
by applicable law; provided, further, that if the Executive is not the
prevailing party in any such contest, then he shall, upon the conclusion
thereof, repay to the Company any amounts that were previously advanced pursuant
to this sentence by the Company as payment of legal fees and expenses.

                  (b) If there shall be any dispute between the Company and the
Executive concerning (i) in the event of any termination of the Executive's
employment by the Company,



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<PAGE>


whether such termination was for Cause or Disability, or (ii) in the event of
any termination of employment by the Executive, whether Good Reason existed or
whether such termination occurred during a Window Period, then, unless and until
there is a final, nonappealable judgment by a court of competent jurisdiction
declaring that such termination was for Cause or Disability or that the
determination by the Executive of the existence of Good Reason was not made in
good faith or that the termination by the Executive did not occur during a
Window Period, the Company shall pay all amounts, and provide all benefits, to
the Executive and/or the Executive's family or other beneficiaries, as the case
may be, that the Company would be required to pay or provide pursuant to Section
4(a) hereof as though such termination were by the Company without Cause or by
the Executive with Good Reason or during a Window Period, provided, however,
that the Company shall not be required to pay any disputed amounts pursuant to
this paragraph except upon receipt of an undertaking by or on behalf of the
Executive to repay all such amounts to which the Executive is ultimately
adjudged by such court not to be entitled.

                  7. Certain Additional Payments by the Company.

                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution to or for the benefit of the Executive (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional payments required
under this Section 7 (a "Payment") would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments"

                  (b) Subject to the provisions of Section 7(c), all
determinations required to be made under this Section 7, including whether and
when Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by Arthur Andersen LLP (the "Accounting Firm"); provided, however, that the
Accounting Firm shall not determine that no Excise Tax is payable by the
Executive unless it delivers to the Executive a written opinion (the "Accounting
Opinion") that failure to report the Excise Tax on the Executive's applicable
federal income tax return would not result in the imposition of a negligence or
similar penalty. In the event that by Deloitte & Touche LLP has served, at any
time during the two years immediately preceding a Change in Control Date, as
accountant or auditor for the individual, entity or group that is involved in
effecting or has any material interest in the Change in Control, the Executive
shall appoint another nationally recognized accounting firm to make the
determinations and perform the other functions specified in this Section 7
(which accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses


                                       11
<PAGE>


of the Accounting Firm shall be borne solely by the Company. Within 15 business
days of the receipt of notice from the Executive that there has been a Payment,
or such earlier time as is requested by the Company, the Accounting Firm shall
make all determinations required under this Section 7, shall provide to the
Company and the Executive a written report setting forth such determinations,
together with detailed supporting calculations, and, if the Accounting Firm
determines that no Excise Tax is payable, shall deliver the Accounting Opinion
to the Executive. Any Gross-Up Payment, as determined pursuant to this Section
7, shall be paid by the Company to the Executive within five days of the receipt
of the Accounting Firm's determination. Subject to the remainder of this Section
7, any determination by the Accounting Firm shall be binding upon the Company
and the Executive. As a result of the uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that it is ultimately
determined in accordance with the procedures set forth in Section 7(c) that the
Executive is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.

                  (c) The Executive shall notify the Company in writing of any
claims by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given
as soon as practicable but no later than 30 days after the Executive actually
receives notice in writing of such claim and shall apprise the Company of the
nature of such claim and the date an which such claim is requested to be paid;
provided, however, that the failure of the Executive to notify the Company of
such claim (or to provide any required information with respect thereto) shall
not affect any rights granted to the Executive under this Section 7 except to
the extent that the Company is materially prejudiced in the defense of such
claim as a direct result of such failure. The Executive shall not pay such claim
prior to the expiration of the 30-day period following the date on which he
gives such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Company notifies
the Executive in writing prior to the expiration of such period that it desires
to contest such claim, the Executive shall:

                  (i) give the Company any information reasonably requested by
         the Company relating to such claim;

                  (ii) take such action in connection with contesting such claim
         as the Company shall reasonably request in writing from time to time,
         including, without limitation, accepting legal representation with
         respect to such claim by an attorney selected by the Company and
         reasonably acceptable to the Executive;

                  (iii) cooperate with the Company in good faith in order
         effectively to contest such claim; and


                                       12
<PAGE>


                  (iv) if the Company elects not to assume and control the
         defense of such claim, permit the Company to participate in any
         proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 7(c), the Company shall have the right, at its sole option, to
assume the defense of and control all proceedings in connection with such
contest, in which case it may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim, and may either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and
the Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if the
Company directs the Executive to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further
provided, that any extension of the statute of limitations relating to payment
of taxes for the taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's right to assume the defense of and control
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

                  (d) If after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 7(c) the Executive becomes entitled
to receive any refund with respect to such claim, the Executive shall (subject
to the Company's complying with the requirements of Section 7(c)) promptly pay
to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to Section 7(c) a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim, and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of 30 days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.

                  8. Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been obtained by
the Executive during the Executive's employment by the Company or any of its




                                       13
<PAGE>


affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement) (referred to herein as "Confidential Information"). After
termination of the Executive's employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.
In no event shall an asserted violation of the provisions of this Section 8
constitute a basis for deferring or withholding any amounts otherwise payable to
the Executive under this Agreement. Also, within 14 days of the termination of
Executive's employment for any reason, Executive shall return to Company all
documents and other tangible items of or containing Company information which
are in Executive's possession, custody or control.

                  9. Change of Control.

                  As used in this Agreement, the terms set forth below shall
have the following respective meanings:

                  "Affiliate" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in
effect on the date of this Agreement.

                  "Associate" shall mean, with reference to any Person, (a) any
corporation, firm, partnership, association, unincorporated organization or
other entity (other than the Company or a subsidiary of the Company) of which
such Person is an officer or general partner (or officer or general partner of a
general partner) or is, directly or indirectly, the Beneficial Owner of 10% or
more of any class of equity securities, (b) any trust or other estate in which
such Person has a substantial beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity and (c) any relative or
spouse of such Person, or any relative of such spouse, who has the same home as
such Person.

                  "Beneficial Owner" shall mean, with reference to any
securities, any Person if:

                  (a) such Person or any of such Person's Affiliates and
         Associates, directly or indirectly, is the "beneficial owner" of (as
         determined pursuant to Rule 13d-3 of the General Rules and Regulations
         under the Exchange Act, as in effect on the date of this Agreement)
         such securities or otherwise has the right to vote or dispose of such
         securities, including pursuant to any agreement, arrangement or
         understanding (whether or not in writing); provided, however, that a
         Person shall not be deemed the "Beneficial Owner" of, or to
         "beneficially own," any security under this subsection (a) as a result
         of an agreement, arrangement or understanding to vote such security if
         such agreement, arrangement or understanding: (i) arises solely from a
         revocable proxy or consent given in response to a public (i.e., not
         including a solicitation exempted by Rule 14a-2(b)(2) of the General
         Rules and Regulations under the Exchange Act) proxy or consent
         solicitation made pursuant to, and in accordance with, the applicable
         provisions of the General Rules and Regulations under the


                                       14
<PAGE>


         Exchange Act and (ii) is not then reportable by such Person on Schedule
         13D under the Exchange Act (or any comparable or successor report);

                  (b) such Person or any of such Person's Affiliates and
         Associates, directly or indirectly, has the right or obligation to
         acquire such securities (whether such right or obligation is
         exercisable or effective immediately or only after the passage of time
         or the occurrence of an event) pursuant to any agreement, arrangement
         or understanding (whether or not in writing) or upon the exercise of
         conversion rights, exchange rights, other rights, warrants or options,
         or otherwise; provided, however, that a Person shall not be deemed the
         Beneficial Owner of, or to "beneficially own," (i) securities tendered
         pursuant to a tender or exchange offer made by such Person or any of
         such Person's Affiliates or Associates until such tendered securities
         are accepted for purchase or exchange or (ii) securities issuable upon
         exercise of Exempt Rights; or

                  (c) such Person or any of such Person's Affiliates or
         Associates (i) has any agreement, arrangement or understanding (whether
         or not in writing) with any other Person (or any Affiliate or Associate
         thereof) that beneficially owns such securities for the purpose of
         acquiring, holding, voting (except as set forth in the proviso to
         subsection (a) of this definition) or disposing of such securities or
         (ii) is a member of a group (as that term is used in Rule 13d-5(b) of
         the General Rules and Regulations under the Exchange Act) that includes
         any other Person that beneficially owns such securities;

provided, however, that nothing in this definition shall cause a Person engaged
in business as an underwriter of securities to be the Beneficial Owner of, or to
"beneficially own," any securities acquired through such Person's participation
in goad faith in a firm commitment underwriting until the expiration of 40 days
after the date of such acquisition" For purposes hereof, "voting" a security
shall include voting, granting a proxy, consenting or making a request or demand
relating to corporate action (including, without limitation, a demand for a
stockholder list, to call a stockholder meeting or to inspect corporate books
and records) or otherwise giving an authorization (within the meaning of Section
14(a) of the Exchange Act) in respect of such security.

                  The terms "beneficially own" and "beneficially owning" shall
have meanings that are correlative to this definition of the term "Beneficial
Owner."

                  "Change of Control" shall mean any of the following occurring
on or after the IPO Closing Date (and, without limiting the generality of any
other provision hereof, no Change of Control shall be deemed to have occurred as
a result of the consummation of any of the transactions contemplated by the
Combination Agreement among the Company, Carrizo Production, Inc., Encinitas
Partners, Ltd., La Rosa Partners, Ltd., Carrizo Partners, Ltd. and the
shareholders of the Company):

                  (a) any Person (other than an Exempt Person) shall become the
         Beneficial Owner of 40% or more of the shares of Common Stock then
         outstanding or 40% or more of the


                                       15
<PAGE>


         combined voting power of the Voting Stock of the Company then
         outstanding; provided, however, that no Change of Control shall be
         deemed to occur for purposes of this subsection (a) if such Person
         shall become a Beneficial Owner of 40% or more of the shares of Common
         Stock or 40% or more of the combined voting power of the Voting Stock
         of the Company solely as a result of (i) an Exempt Transaction or (ii)
         an acquisition by a Person pursuant to a reorganization, merger or
         consolidation, if, following such reorganization, merger or
         consolidation, the conditions described in clauses (i), (ii) and (iii)
         of subsection (c) of this definition are satisfied;

                  (b) individuals who, as of the Agreement Effective Date,
         constitute the Board (the "Incumbent Board") cease for any reason to
         constitute at least a majority of the Board; provided, however, that
         any individual becoming a director subsequent to the Agreement
         Effective Date whose election, or nomination for election by the
         Company's shareholders, was approved by a vote of at least a majority
         of the directors then comprising the Incumbent Board shall be
         considered as though such individual were a member of the Incumbent
         Board; provided, further, that there shall be excluded, for this
         purpose, any such individual whose initial assumption of office occurs
         as a result of any actual or threatened election contest that is
         subject to the provisions of Rule 14a-11 under the Exchange Act;

                  (c) approval by the shareholders of the Company of a
         reorganization, merger or consolidation, in each case, unless,
         following such reorganization, merger or consolidation, (i) more than
         85% of the then outstanding shares of common stock of the corporation
         resulting from such reorganization, merger or consolidation and the
         combined voting power of the then outstanding Voting Stock of such
         corporation beneficially owned, directly or indirectly, by all or
         substantially all of the Persons who were the Beneficial Owners of the
         outstanding Common Stock immediately prior to such reorganization,
         merger or consolidation in substantially the same proportions as their
         ownership, immediately prior to such reorganization, merger or
         consolidation, of the outstanding Common Stock, (ii) no Person
         (excluding any Exempt Person or any Person beneficially owning,
         immediately prior to such reorganization, merger or consolidation,
         directly or indirectly, 40% or more of the Common Stock then
         outstanding or 40% or more of the combined voting power of the Voting
         Stock of the Company then outstanding) beneficially owns, directly or
         indirectly, 40% or more of the then outstanding shares of common stock
         of the corporation resulting from such reorganization, merger or
         consolidation or the combined voting power of the then outstanding
         Voting Stock of such corporation and (iii) at least a majority of the
         members of the board of directors of the corporation resulting from
         such reorganization, merger or consolidation were members of the
         Incumbent Board at the time of the execution of the initial agreement
         or initial action by the Board providing for such reorganization,
         merger or consolidation; or

                  (d) approval by the shareholders of the Company of (i) a
         complete liquidation or dissolution of the Company unless such
         liquidation or dissolution is approved as part of a plan of liquidation
         and dissolution involving a sale or disposition of all or substantially
         all



                                       16
<PAGE>



         of the assets of the Company to a corporation with respect to which,
         following such sale or other disposition, all of the requirements of
         clauses (ii)(A), (B) and (C) of this subsection (d) are satisfied, or
         (ii) the sale or other disposition of all or substantially all of the
         assets of the Company, other than to a corporation, with respect to
         which, following such sale or other disposition, (A) more than 85% of
         the then outstanding shares of common stock of such corporation and the
         combined voting power of the Voting Stock of such corporation is then
         beneficially owned, directly or indirectly, by all or substantially all
         of the Persons who were the Beneficial Owners of the outstanding Common
         Stock immediately prior to such sale or other disposition in
         substantially the same proportion as their ownership, immediately prior
         to such sale or other disposition, of the outstanding Common Stock, (B)
         no Person (excluding any Exempt Person and any Person beneficially
         owning, immediately prior to such sale or other disposition, directly
         or indirectly, 40% or more of the Common Stock then outstanding or 40%
         or more of the combined voting power of the Voting Stock of the Company
         then outstanding) beneficially owns, directly or indirectly, 40% or
         more of the then outstanding shares of common stock of such corporation
         and the combined voting power of the then outstanding Voting Stock of
         such corporation and (C) at least a majority of the members of the
         board of directors of such corporation were members of the Incumbent
         Board at the time of the execution of the initial agreement or initial
         action of the Board providing for such sale or other disposition of
         assets of the Company.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Exempt Person" shall mean the Company, any subsidiary of the
Company, any employee benefit plan of the Company or any subsidiary of the
Company, and any Person organized, appointed or established by the Company for
or pursuant to the terms of any such plan.

                  "Exempt Rights" shall mean any rights to purchase shares of
Common Stock or other Voting Stock of the Company if at the time of the issuance
thereof such rights are not separable from such Common Stock or other Voting
Stock (i.e., are not transferable otherwise than in connection with a transfer
of the underlying Common Stock or other Voting Stock) except upon the occurrence
of a contingency, whether such rights exist as of the Agreement Effective Date
or are thereafter issued by the Company as a dividend on shares of Common Stock
or other Voting Securities or otherwise.

                  "Exempt Transaction" shall mean an increase in the percentage
of the outstanding shares of Common Stock or the percentage of the combined
voting power of the outstanding Voting Stock of the Company beneficially owned
by any Person solely as a result of a reduction in the number of shares of
Common Stock then outstanding due to the repurchase of Common Stock or Voting
Stock by the Company, unless and until such time as (a) such Person or any
Affiliate or Associate of such Person shall purchase or otherwise become the
Beneficial Owner of additional shares of Common Stock constituting 1% or more of
the then outstanding shares of Common Stock or additional Voting Stock
representing 1% or more of the combined voting power of the then outstanding
Voting Stock, or (b) any other Person (or Persons) who is (or collectively are)
the


                                       17
<PAGE>


Beneficial Owner of shares of Common Stock constituting 1% or more of the then
outstanding shares of Common Stock or Voting Stock representing 1% or more of
the combined voting power of the then outstanding Voting Stock shall become an
Affiliate or Associate of such Person.

                  "Person" shall mean any individual, firm, corporation,
partnership, association, trust, unincorporated organization or other entity.

                  "Voting Stock" shall mean, with respect to a corporation, all
securities of such corporation of any class or series that are entitled to vote
generally in the election of directors of such corporation (excluding any class
or series that would be entitled so to vote by reason of the occurrence of any
contingency, so long as such contingency has not occurred).

                  10. Covenant Not to Compete.

                  (a) Executive recognizes that in each of the highly
competitive businesses in which the Company is engaged, personal contact is of
primary importance in securing new customers and in retaining the accounts and
goodwill of present customers and protecting the business of the Company. The
Executive, therefore, agrees that during the Employment Period and, if the Date
of Termination occurs by reason of the Executive terminating his employment for
reasons other than Disability or Good Reason and other than during a Window
Period, for a period of two years after the Date of Termination, he will not,
either within 20 miles of any geographic location with respect to which he has
devoted substantial attention to the material business interests of the Company
or any of its affiliated companies or with respect to any immediate geologic
trends in which the Company or any of its affiliated companies is active as of
the Date of Termination without regard, in either case, to whether the Executive
has worked at such location (the "Relevant Geographic Area"), with respect to
only the Relevant Geographic Area, (i) accept employment or render service to
any person that is engaged in a business directly competitive with the business
then engaged in by the Company or any of its affiliated companies or (ii) enter
into or take part in or lend his name, counsel or assistance to any business,
either as proprietor, principal, investor, partner, director, officer,
executive, consultant, advisor, agent, independent contractor, or in any other
capacity whatsoever, for any purpose that would be competitive with the business
of the Company or any of its affiliated companies (all of the foregoing
activities are collectively referred to as the "Prohibited Activity").

                  (b) In addition to all other remedies at law or in equity
which the Company may have for breach of a provision of this Section 10 by the
Executive, it is agreed that in the event of any breach or attempted or
threatened breach of any such provision, the Company shall be entitled, upon
application to any court of proper jurisdiction, to a temporary restraining
order or preliminary injunction (without the necessity of (i) proving
irreparable harm, (ii) establishing that monetary damages are inadequate or
(iii) posting any bond with respect thereto) against the Executive prohibiting
such breach or attempted or threatened breach by proving only the existence of
such breach or attempted or threatened breach. If the provisions of this Section
10 should ever be deemed to exceed the time, geographic or occupational
limitations permitted by the applicable law, the



                                       18
<PAGE>



Executive and the Company agree that such provisions shall be and are hereby
reformed to the maximum time, geographic or occupational limitations permitted
by the applicable law.

                  (c) The covenants of the Executive set forth in this Section
10 are independent of and severable from every other provision of this
Agreement; and the breach of any other provision of this Agreement by the
Company or the breach by the Company of any other agreement between the Company
and the Executive shall not affect the validity of the provisions of this
Section 10 or constitute a defense of the Executive in any suit or action
brought by the Company to enforce any of the provisions of this Section 10 or
seek any relief for the breach thereof by Executive.

                  (d) The Executive acknowledges, agrees and stipulates that:
(i) the terms and provisions of this Agreement are reasonable and constitute an
otherwise enforceable agreement to which the terms and provisions of this
Section 10 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE
ANN. Sections 5.50-15.52; (ii) the consideration provided by the Company under
this Agreement is not illusory; and (iii) the consideration given by the Company
under this Agreement, including, without limitation, the provision by the
Company of Confidential Information to the Executive as contemplated by Section
8, gives rise to the Company's interest in restraining and prohibiting the
Executive from engaging in the Prohibited Activity within the Relevant
Geographic Area as provided under this Section 10, and the Executive's covenant
not to engage in the Prohibited Activity within the Relevant Geographic Area
pursuant to this Section 10 is designed to enforce the Executive's consideration
(or return promises), including, without limitation, the Executive's promise to
not disclose Confidential Information under this Agreement"

                  11. Successors.

                  (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
heirs, executors and other legal representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and may only be assigned to a successor described in
Section 1l(c).

                  (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.



                                       19
<PAGE>



                  12. Miscellaneous.

                  (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without reference to principles
of conflict of laws that would require the application of the laws of any other
state or jurisdiction.

                  (b) The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

                  (c) This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective
successors and heirs, executors and other legal representatives.

                  (d) All notices and other communications hereunder shall be in
writing and shall be given, if by the Executive to the Company, by telecopy or
facsimile transmission at the telecommunications number set forth below and, if
by either the Company or the Executive, either by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:

                  If to the Executive:

                  John B. Fisher
                  Carrizo Oil & Gas, Inc.
                  14811 St. Mary's Lane, Suite 148
                  Houston, Texas 77079

                  If to the Company:

                  Carrizo Oil & Gas, Inc.
                  14811 St. Mary's Lane, Suite 148
                  Houston, Texas 77079
                  Telecommunications Number: (281) 496-1352
                  Attention: Corporate Secretary

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (e) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  (f) The Company may withhold from any amounts payable under
this Agreement such federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.



                                       20
<PAGE>



                  (g) The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right the Executive or the Company may
have hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason or during a Window Period pursuant to
Section 3(c) of this Agreement, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.

                  (h) This agreement contains the complete and total
understanding of the parties concerning the subject matter hereof and expressly
supersedes any previous agreement between the parties relating to the subject
matter hereof.

                  (i) This Agreement shall become effective as of the date
hereof (the "Agreement Effective Date").

                  IN WITNESS WHEREOF, the Executive has hereunto set his hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

                                    CARRIZO OIL & GAS, INC.



                                    By:  /s/ S.P. JOHNSON IV
                                       -----------------------------------

                                         /s/ JOHN FISHER    4/17/98
                                       -----------------------------------



                                       21