INDEMNIFICATION AGREEMENT


                  THIS AGREEMENT, made and entered into this 12th day of
December, 2001 ("Agreement"), by and between Maynard Oil Company, a Delaware
corporation (the "Company"), and Fred Oliver ("Indemnitee"):

                  WHEREAS, qualified persons are reluctant to serve
publicly-held corporations as directors or officers or in other capacities,
unless they are provided with adequate protection against inordinate risks of
claims and actions against them arising out of their service to and activities
on behalf of such corporations;

                  WHEREAS, the uncertainties related to obtaining adequate
insurance and indemnification have increased the difficulty of attracting and
retaining such persons;

                  WHEREAS, it is reasonable, prudent and necessary for the
Company to obligate itself contractually to indemnify such persons to the
fullest extent permitted by law, so that such persons will serve or continue to
serve the Company free from undue concern that they will not be adequately
indemnified;

                  WHEREAS, the Company and the Indemnitee recognize that the
legal risks and potential liabilities, and the threat thereof, associated with
lawsuits filed against persons serving the Company, and the resultant
substantial time, expense and anxiety spent and endured in defending lawsuits
bears no reasonable relationship to the compensation received by such persons,
and thus poses a significant deterrent and increased reluctance on the part of
experienced and capable individuals to serve the Company;

                  WHEREAS, the By-laws of the Company and the laws of the State
of Delaware provide for the indemnification of directors, officers, agents and
employees of the Company and specifically provide that they are not exclusive,
and thereby contemplate that contracts may be entered into between the Company
and persons providing services to it; and

                  WHEREAS, Indemnitee is willing to serve, continue to serve and
to take on additional service for or on behalf of the Company on the condition
that he be indemnified according to the terms of this Agreement;

                  NOW, THEREFORE, in consideration of the premises and promises
contained herein, the parties agree as follows:

     Section 1. Services by Indemnitee. Indemnitee agrees to serve as a director
of the  Company,  and, if he  subsequently  consents,  at its request or for its
benefit, as a director,  officer,  employee, agent or fiduciary of certain other
corporations  and entities.  Nothing  contained  herein shall entitle or require
Indemnitee to continue in Indemnitee's  present  position or any future position
with the Company.

     Section 2. Term of  Agreement.  This  Agreement  shall  continue  until and
terminate upon the later of: (a) ten years after the date that Indemnitee ceases
to hold a Corporate  Status or (b) 120 days after the final  termination  of all
pending  Proceedings  in  respect  of which


<PAGE>

Indemnitee  is granted  rights of  indemnification  or  advancement  of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 8 of
this Agreement.

     Section 3. Indemnification

                  3.1 General.  The Company  shall hold  harmless and  indemnify
Indemnitee against all Liabilities and advance to Indemnitee all Expenses to the
fullest  extent  permitted  by the  General  Corporation  Law of  the  State  of
Delaware,  or by any amendment  thereof (but in the case of any such  amendment,
only to the extent  such  amendment  permits  the  Company  to  provide  broader
indemnification  than provided prior to such  amendment),  or by other statutory
provisions  authorizing or permitting such indemnification  applicable from time
to time hereafter.

                  3.2 Proceedings  Other Than  Proceedings by or in the Right of
the  Company.  Indemnitee  shall be  entitled  to the rights of  indemnification
provided in this  Section 3.2 if, by reason of  Indemnitee's  Corporate  Status,
Indemnitee is, or is threatened to be, made a party to any  threatened,  pending
or  completed  Proceeding,  other  than a  Proceeding  by or in the right of the
Company.  Under this Section 3.2,  Indemnitee  shall be indemnified  against all
Liabilities  actually and reasonably  incurred by Indemnitee or on  Indemnitee's
behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best  interests of the Company and,  with respect
to any criminal  Proceeding,  had no reasonable cause to believe the conduct was
unlawful.

                  3.3 Proceedings by or in the Right of the Company.  Indemnitee
shall be entitled to the rights of indemnification provided in this Section 3.3,
if, by reason of Indemnitee's Corporate Status,  Indemnitee is, or is threatened
to be, made a party to any threatened,  pending or completed  Proceeding brought
by or in the right of the Company to procure a judgment in its favor. Subject to
the last sentence of this Section 3.3,  Indemnitee shall be indemnified  against
all   Liabilities   actually  and  reasonably   incurred  by  Indemnitee  or  on
Indemnitee's  behalf in connection with such  Proceeding or any claim,  issue or
matter  therein,  if Indemnitee  acted in good faith and in a manner  Indemnitee
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company.  No  indemnification  of  Liabilities  shall be made in  respect of any
claim, issue or matter in such Proceeding as to which Indemnitee shall have been
adjudged  to be liable to the  Company  unless and only to the  extent  that the
Court of Chancery of the State of Delaware or the court in which such Proceeding
was brought, determines such indemnification is proper.

                  3.4 Indemnification for Expenses as a Witness. Notwithstanding
any other  provision of this  Agreement,  to the extent that  Indemnitee  is, by
reason of Indemnitee's  Corporate Status, a witness in any Proceeding,  he shall
be  indemnified  against  all  Expenses  actually  and  reasonably  incurred  by
Indemnitee or on Indemnitee's behalf in connection therewith.

                  3.5 Partial  Indemnity.  If Indemnitee  is entitled  under any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion  of any  Liabilities  but  not,  however,  for all of the  total  amount
thereof,  the Company shall  nevertheless  indemnify



                                      -2-
<PAGE>

Indemnitee for the portion  thereof to which  Indemnitee is entitled.  Moreover,
notwithstanding  any other  provision  of this  Agreement,  to the  extent  that
Indemnitee  has been  successful  on the merits or  otherwise  in defense of any
Proceeding  or in  defense  of any  claim,  issue or matter  therein,  including
dismissal  without  prejudice,  Indemnitee  shall  be  indemnified  against  all
Expenses incurred in connection therewith.

                  Section 4. Advancement of Expenses.  The Company shall advance
all  Expenses  incurred  or to be  incurred  by or on  behalf of  Indemnitee  in
connection with any Proceeding within fifteen (15) days after the receipt by the
Company of a statement  from  Indemnitee  requesting  such  advance from time to
time, whether prior to or after final disposition of such Proceeding.  Each such
statement shall reasonably  evidence the Expenses  incurred or to be incurred by
Indemnitee.  The Indemnitee hereby undertakes to repay any Expenses advanced, if
it  shall  ultimately  be  determined  that  Indemnitee  is not  entitled  to be
indemnified against such Expenses.

                  Section 5. Specific Limitations on Indemnity. Indemnitee shall
not be entitled to indemnification under this Agreement:

                    (a) In respect to remuneration  paid to or advantage  gained
               by the Indemnitee, if it shall be determined by final judgment or
               other  final  adjudication  that the  Indemnitee  was not legally
               entitled to such remuneration or advantage;

                    (b) On account of the Indemnitee's  conduct which is finally
               adjudged  to  have  been   knowingly   fraudulent,   deliberately
               dishonest or willful misconduct; or

                    (c)  Prior  to  a  Change  in  Control  in  respect  of  any
               Proceeding initiated by the Indemnitee against the Company or any
               director or officer of the Company, unless the Company has joined
               in or consented to the initiation of such Proceeding,  except (i)
               as  provided  in  Section  8  hereof,  (ii)  in  respect  of  any
               counterclaims  made against Indemnitee in any such Proceeding and
               (iii)   to  the   extent   Indemnitee   seeks   contribution   or
               apportionment  of an award or settlement  against  Indemnitee and
               against the Company  and/or any other  director or officer of the
               Company.

     Section 6. Procedure for Determination of Entitlement to Indemnification.

                  6.1  Initial  Request.  To obtain  indemnification  under this
Agreement in  connection  with any  Proceeding,  and for the  duration  thereof,
Indemnitee  shall  submit  to the  Company  a written  request,  including  such
documentation  and  information as is reasonably  available to Indemnitee and is
reasonably  necessary  to  determine  whether and to what extent  Indemnitee  is
entitled to indemnification.  The Secretary of the Company shall,  promptly upon
receipt of any request  for  indemnification,  advise the Board in writing  that
Indemnitee has requested indemnification.

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<PAGE>


                  6.2  Method  of   Determination.   Upon  written   request  by
Indemnitee for indemnification  pursuant to Section 6.1 hereof, a determination,
if required by applicable law, with respect to Indemnitee's  entitlement thereto
shall be made in such case: (a) if a Change in Control shall have  occurred,  by
Independent  Counsel (unless Indemnitee shall request that such determination be
made by the Board of Directors or the stockholders,  in which case in the manner
provided for in clauses (b) or (c) of this Section 6.2) in a written  opinion to
the Board of Directors, a copy of which shall be delivered to Indemnitee; (b) if
a Change of Control shall not have occurred,  (i) by the Board of Directors by a
majority vote of a quorum  consisting of Disinterested  Directors,  or (ii) if a
quorum of the Board consisting of Disinterested Directors is not obtainable,  or
even if such quorum is obtainable,  if such quorum of Disinterested Directors so
directs,  either (x) by Independent Counsel in a written opinion to the Board, a
copy of which shall be delivered to Indemnitee,  or (y) by the  stockholders  of
the Company,  as  determined  by such quorum of  Disinterested  Directors,  or a
quorum of the Board,  as the case may be; or (c) as  provided  in Section 7.2 of
this   Agreement.   If  it  is  determined   that   Indemnitee  is  entitled  to
indemnification,  payment to Indemnitee shall be made within ten (10) days after
such determination.

                  6.3 Selection,  Payment and Discharge of Independent  Counsel.
If required,  Independent Counsel shall be selected as follows:  (a) if a Change
of Control shall not have occurred, Independent Counsel shall be selected by the
Board,  and the Company shall give written notice to Indemnitee  advising him of
the identity of Independent  Counsel so selected;  or (b) if a Change of Control
shall have occurred, Independent Counsel shall be selected by Indemnitee (unless
Indemnitee  shall  request that such  selection  be made by the Board,  in which
event clause (a) shall apply),  and Indemnitee  shall give written notice to the
Company  advising it of the  identity of  Independent  Counsel so  selected.  In
either event,  Indemnitee or the Company,  as the case may be, may, within seven
(7) days after such written notice of selection  shall have been given,  deliver
to the Company or to Indemnitee, as the case may be, a written objection to such
selection.  Such  objection may be asserted only on the ground that  Independent
Counsel so selected does not meet the  requirements of "Independent  Counsel" as
defined in this Agreement,  and the objection shall set forth with particularity
the  factual  basis  of such  assertion.  If such  written  objection  is  made,
Independent Counsel so selected may not serve as Independent Counsel, unless and
until a court has determined  that such  objection is without merit.  If, within
twenty  (20) days  after  submission  by  Indemnitee  of a written  request  for
indemnification  pursuant to Section 6.1 hereof,  no  Independent  Counsel shall
have been  selected and not objected to,  either the Company or  Indemnitee  may
petition  the Court of  Chancery  of the State of  Delaware,  or other  court of
competent  jurisdiction,  for resolution of any objection  which shall have been
made by the  Company or  Indemnitee  to the  other's  selection  of  Independent
Counsel and/or for the  appointment as Independent  Counsel of a person selected
by such court or by such other  person as such court  shall  designate,  and the
person  with  respect  to whom an  objection  is so  resolved  or the  person so
appointed shall act as Independent Counsel under Section 6.2 hereof. The Company
shall  pay any and all  reasonable  fees and  expenses  of  Independent  Counsel
incurred by such Independent  Counsel in connection with its actions pursuant to
this  Agreement,  and the Company  shall pay all  reasonable  fees and  expenses
incident to the  procedures  of this  Section 6.3,  regardless  of the manner in
which  such  Independent  Counsel  was  selected  or  appointed.  Upon  the  due
commencement date of any judicial proceeding or arbitration  pursuant to Section
8.1 of this Agreement,  Independent  Counsel shall be discharged



                                      -4-
<PAGE>

and  relieved of any further  responsibility  in such  capacity  (subject to the
applicable standards of professional conduct then prevailing).

                  6.4  Cooperation.  Both the Company and the  Indemnitee  shall
cooperate  with the  person,  persons or entity  making the  determination  with
respect to Indemnitee's  entitlement to indemnification,  including providing to
such person,  persons or entity any  documentation  or information  which is not
privileged  or  otherwise  protected  from  disclosure  and which is  reasonably
available  to  Indemnitee  or the  Company,  as the case may be, and  reasonably
necessary to such  determination.  Any reasonable  costs or expenses  (including
attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with
the person,  persons or entity making such  determination  shall be borne by the
Company  (irrespective of the  determination  as to Indemnitee's  entitlement to
indemnification).

     Section 7. Presumptions and Effects of Certain Proceedings.

                  7.1 Burden of Proof. In making a determination with respect to
entitlement to indemnification  hereunder,  the person, persons or entity making
such determination  shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee  has submitted a request for  indemnification
in accordance  with Section- 6.1 of this  Agreement,  and the Company shall have
the burden of proof to overcome that  presumption in connection  with the making
by  any  person,  persons  or  entity  of any  determination  contrary  to  that
presumption.

                  7.2 Failure to Determine  Entitlement.  If the person, persons
or entity  empowered or selected  under Section 6 of this Agreement to determine
whether  Indemnitee  is  entitled  to  indemnification  shall  not  have  made a
determination within sixty (60) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall be
deemed  to  have  been  made  and   Indemnitee   shall  be   entitled   to  such
indemnification;  provided, however, that such 60-day period may be extended for
a reasonable time, not to exceed an additional  thirty (30) days, if the person,
persons or entity  making the  determination  with  respect  to  entitlement  to
indemnification  in good faith require(s) such additional time for the obtaining
or evaluating of documentation or information  relating  thereto;  and provided,
further,  that the  foregoing  provisions of this Section 7.2 shall not apply if
the  determination  of  entitlement  to  indemnification  is to be  made  by the
stockholders pursuant to Section 6.2 of this Agreement and if (a) within fifteen
(15) days after receipt by the Company of the request for such determination the
Board has resolved to submit such  determination  to the  stockholders for their
consideration at an annual meeting thereof to be held within  seventy-five  (75)
days after such receipt and such determination is made thereat, or (b) a special
meeting of  stockholders  is called within  fifteen (15) days after such receipt
for the  purpose of making  such  determination,  such  meeting is held for such
purpose   within   sixty  (60)  days  after  having  been  so  called  and  such
determination is made thereat.

                  7.3  Effect  of  Other  Proceedings.  The  termination  of any
Proceeding  or of any  claim,  issue or  matter  therein,  by  judgment,  order,
settlement or conviction,  or upon a plea of nolo  contendere or its equivalent,
shall not (except as otherwise  expressly  provided in this Agreement) of itself
adversely  affect  the  right  of  Indemnitee  to  indemnification  or  create a
presumption  that  Indemnitee  did not act in good  faith and in a manner  which
Indemnitee



                                      -5-
<PAGE>

reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal  Proceeding,  that  Indemnitee  had reasonable
cause to believe that the conduct was unlawful.

     Section 8. Remedies of Indemnitee.

                  8.1  Adjudication.  In the event that (a) a  determination  is
made pursuant to Section 6 of this Agreement that  Indemnitee is not entitled to
indemnification under this Agreement,  (b) advancement of Expenses is not timely
made pursuant to Section 4 of this Agreement,  (c) payment of indemnification is
not made  pursuant  to  Section 3 of this  Agreement  within ten (10) days after
receipt  by the  Company  of a  written  request  therefor,  or (d)  payment  of
indemnification  is not made within ten (10) days after a determination has been
made that Indemnitee is entitled to  indemnification  or such  determination  is
deemed  to have  been  made  pursuant  to  Sections  6 or 7 of  this  Agreement,
Indemnitee  shall be  entitled  to an  adjudication,  in any court of  competent
jurisdiction  selected by Indemnitee within or without the State of Delaware, of
Indemnitee's  entitlement  to such  indemnification  or advancement of Expenses.
Alternatively, Indemnitee, at his option, may seek an award in arbitration to be
conducted  by a  single  arbitrator  pursuant  to  the  rules  of  the  American
Arbitration Association. Indemnitee shall commence any action under this Section
8.1 within 180 days following the date on which  Indemnitee  first has the right
to commence such action hereunder.

                  8.2 De Novo Review.  In the event that a  determination  shall
have been made pursuant to Section 6 of this  Agreement  that  Indemnitee is not
entitled to indemnification,  any judicial  proceeding or arbitration  commenced
pursuant to Section 8.1 shall be conducted in all respects as a de novo trial or
arbitration  on the merits and  Indemnitee  shall not be prejudiced by reason of
that adverse determination.  In any such judicial proceeding or arbitration, the
Company  shall have the burden of proving  that  Indemnitee  is not  entitled to
indemnification or the advancement of Expenses.

                  8.3 Company Bound. If a determination  shall have been made or
deemed to have been  made  pursuant  to  Section 6 or 7 of this  Agreement  that
Indemnitee  is entitled to  indemnification,  the Company shall be bound by such
determination   in  any  judicial   proceeding  or  arbitration   absent  (a)  a
misstatement of a material fact by Indemnitee, or an omission of a material fact
necessary  to  make  Indemnitee's  statement  not  materially   misleading,   in
connection with the request for indemnification or the furnishing of information
or (b) a prohibition of such  indemnification  under applicable law. The Company
shall be precluded from asserting in any such judicial proceeding or arbitration
that the procedures and  presumptions  of this Agreement are not valid,  binding
and  enforceable  and  shall  stipulate  in any such  court or  before  any such
arbitrator that the Company is bound by all provisions of this Agreement.

                  8.4  Expenses of  Adjudication.  In the event that  Indemnitee
seeks an  adjudication  or an award to enforce his rights  under,  or to recover
damages for breach of, this Agreement,  Indemnitee  shall be entitled to recover
from the Company,  and shall be indemnified by the Company against,  any and all
expenses (of the type  described  in the  definition  of Expenses)  actually and
reasonably incurred by Indemnitee in such adjudication or arbitration,  but only
if Indemnitee  prevails therein.  If it shall be determined in such adjudication
or  arbitration



                                      -6-
<PAGE>

that  Indemnitee is entitled to receive part but not all of the  indemnification
or advancement of Expenses  sought,  the Indemnitee shall be entitled to recover
expenses from the Company on a pro rata basis.

     Section 9.  Non-Exclusivity; Subrogation.

                  9.1  Non-Exclusivity.  The  rights of  indemnification  and to
receive  advancement  of Expenses as  provided  by this  Agreement  shall not be
deemed  exclusive  of any other  rights to which  Indemnitee  may at any time be
entitled under  applicable law, the certificate of  incorporation  or by-laws of
any corporation,  any other agreement,  a vote of stockholders,  a resolution of
directors or otherwise.

                  9.2  Subrogation.  In the  event  of any  payment  under  this
Agreement,  the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee,  who shall execute all papers  required
and take all action necessary to secure such rights, including execution of such
documents  as are  necessary to enable the Company to bring suit to enforce such
rights.

                  9.3 No  Duplicative  Payment.  The Company shall not be liable
under this  Agreement  to make any  payment of amounts  otherwise  indemnifiable
hereunder if and to the extent that Indemnitee has otherwise  actually  received
such payment under any insurance policy, contract, agreement or otherwise.

                  Section 10. Insurance. The Company hereby covenants and agrees
that during the term hereof, the Company shall obtain and maintain in full force
and effect  directors' and officers'  liability  insurance ("D&O  Insurance") in
reasonable amounts from established and reputable insurers. 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 an officer but not a director of the Company; or
of the Company's key  employees,  if the Indemnitee is not a director or officer
but is a key employee.  Notwithstanding  the  provisions  of this  Section,  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 exclusion so as to provide an  insufficient  benefit,  or the  Indemnitee  is
covered by similar insurance  maintained by an affiliate of the Company.  If, at
the time of the receipt of the notice of the  commencement of a Proceeding,  the
Company has D&O Insurance in effect, the Company shall give prompt notice of the
commencement  of  such  Proceeding  to  the  insurers  in  accordance  with  the
procedures set forth in the applicable policy. The Company shall thereafter take
all necessary or desirable action to cause such insurers to pay on behalf of the
Indemnitee all amounts payable as a result of such Proceeding in accordance with
the terms of such policy.

                  Section 11.  Escrow Fund. In the event of a Change in Control,
as collateral security for its obligations hereunder, the Company shall dedicate
and maintain for the benefit of Indemnitee, for a period of five years following
the Change in Control,  an escrow account in an



                                      -7-
<PAGE>

aggregate  amount of five hundred  thousand  dollars  ($500,000)  by  depositing
assets or bank letters of credit in escrow or reserving lines of credit that may
be drawn down by an escrow  agent in said  amount (the  "Escrow  Reserve") . The
terms of the escrow  agreement  shall  provide that upon a Change in Control (a)
the escrow shall not be revoked or the principal of the Escrow  Reserve  invaded
without  the  written  consent of the  Indemnitee,  (b) the escrow  agent  shall
advance  within two  business  days of a request by the  Indemnitee  any and all
Expenses,  (c) the escrow agent shall promptly pay to the Indemnitee all amounts
for which the Indemnitee shall be entitled to  indemnification  pursuant to this
Agreement or otherwise, and (d) all unexpended funds in such escrow shall revert
to the Company upon a final  determination by a court of competent  jurisdiction
that  the  Indemnitee  has  been  fully  indemnified  under  the  terms  of this
Agreement.  The escrow agent shall be chosen by the Indemnitee.  The Company may
in its sole  discretion  establish an Escrow Reserve in anticipation of a Change
in Control.  Promptly  following the  establishment  of the Escrow Reserve,  the
Company shall provide  Indemnitee with a true and complete copy of the agreement
relating to the establishment and operation of the Escrow Reserve, together with
such additional  documentation or information with respect to the Escrow Reserve
as Indemnitee may from time to time reasonably  request.  Promptly following the
establishment  of the Escrow  Reserve,  the Company shall deliver a copy of this
Agreement to the escrow  agent for the Escrow  Reserve to evidence to that agent
that  Indemnitee  is a beneficiary  of that Escrow  Reserve and shall deliver to
Indemnitee the escrow agent's signed receipt  evidencing that delivery.  Nothing
in this  Section 11 shall  relieve the Company of any of its  obligations  under
this Agreement.

       Section 12. Company May Assume Defense. In the event the Company shall be
obligated  to pay the Expenses of any  Proceeding  against the  Indemnitee,  the
Company,  if  appropriate,  shall be  entitled  to assume  the  defense  of such
Proceeding,  with counsel  reasonably  acceptable  to the  Indemnitee,  upon the
delivery to the  Indemnitee  of written  notice of its  election to do so. After
delivery of such notice, the Company shall not be liable to the Indemnitee under
this Agreement for any fees of counsel  subsequently  incurred by the Indemnitee
with respect to the same Proceeding;  provided, however, that (a) the Indemnitee
shall  have  the  right  to  employ  counsel  in  any  such  Proceeding  at  the
Indemnitee's  expense and (b) if (i) the employment of counsel by the Indemnitee
has been previously  authorized by the Company,  (ii) the Indemnitee  shall have
reasonably  concluded  that  there may be a conflict  of  interest  between  the
Company  and the  Indemnitee  in the conduct of any such  defense,  or (iii) the
Company shall not, in fact, have employed  counsel to assume the defense of such
Proceeding,  the fees  and  expenses  of  Indemnitee's  counsel  shall be at the
expense of the Company.

        Section 13. Definitions.  For purposes of this Agreement:

                    (a)  "Change  in  Control"  means a change in control of the
               Company occurring after the Effective Date of a nature that would
               be  required  to be reported in response to Item 6(e) of Schedule
               14A of Regulation  14A (or in response to any similar item on any
               similar  schedule  or  form)  promulgated  under  the  Securities
               Exchange Act of 1934 (the  "Act"),  whether or not the Company is
               then subject to such reporting  requirement;  provided,  however,
               that,  without  limitation,  such a Change  in  Control  shall be
               deemed  to have  occurred  if after  the  Effective




                                      -8-
<PAGE>

               Date (i) any "person" (as such term is used in Sections 13(d) and
               14(d)  of the  Act) is or  becomes  the  "beneficial  owner"  (as
               defined in Rule 13d-3 under the Act), directly or indirectly,  of
               securities  of  the  Company  representing  20%  or  more  of the
               combined   voting  power  of  the  Company's   then   outstanding
               securities  without the prior  approval of at least a majority of
               the members of the Board of Directors in office immediately prior
               to such  person  attaining  such  percentage  interest;  (ii) the
               Company is a party to a merger, consolidation,  sale of assets or
               other  reorganization,  or a proxy  contest,  as a consequence of
               which  members of the Board of  Directors  in office  immediately
               prior  to  such  transaction  or  event  constitute  less  than a
               majority of the Board  thereafter;  or (iii) during any period of
               two consecutive  years,  individuals who at the beginning of such
               period  constituted  the Board of Directors  (including  for this
               purpose  any  new  director  whose  election  or  nomination  for
               election by the Company's  stockholders was approved by a vote of
               the  directors  then  still in office who were  directors  at the
               beginning of such period)  cease for any reason to  constitute at
               least a majority of the Board of Directors.

                    (b)  "Corporate  Status" means the position of a person as a
               director, officer, employee, agent or fiduciary of the Company or
               of any other  corporation,  partnership,  joint  venture,  trust,
               employee  benefit plan or other enterprise held at the request of
               the Company and shall include any position  which imposes  duties
               on, or involves  services  by,  such  person  with  respect to an
               employee benefit plan, its participants or beneficiaries.

                    (c) "Disinterested Director" means a director of the Company
               who is not and was not a party to the  Proceeding  in  respect of
               which indemnification is sought by Indemnitee.

                    (d) "Effective Date" means the date of this Agreement.

                    (e)  "Expenses"   means  all  reasonable   attorneys'  fees,
               retainers,  court  costs,  transcript  costs,  fees  of  experts,
               witness fees, travel expenses,  duplicating  costs,  printing and
               binding costs, telephone charges, postage, delivery service fees,
               and  all  other   disbursements  or  expenses  of  the  types  of
               customarily  incurred in connection with prosecuting,  defending,
               preparing  to  prosecute  or defend,  investigating,  or being or
               preparing to be a witness in a Proceeding.

                    (f) "Independent Counsel" means a law firm, or a member of a
               law firm, that is nationally recognized as experienced in matters
               of corporation law and-neither presently is, nor in the past five
               years has been,  retained to represent  either (i) the Company or
               Indemnitee  in any matter  material  to either such party or (ii)
               any  other  party to the



                                      -9-
<PAGE>

               Proceeding giving rise to a claim for indemnification  hereunder.
               The term "Independent  Counsel" shall not include any person who,
               under the  applicable  standards  of  professional  conduct  then
               prevailing,  would have a conflict of  interest  in  representing
               either  the  Company  or  Indemnitee  in an action  to  determine
               Indemnitee's rights under this Agreement.

                    (g) "Liabilities" means any judgments,  fines, penalties, or
               similar  payments or amounts  paid or incurred by  Indemnitee  in
               connection with any  Proceeding,  and amounts paid or incurred by
               Indemnitee  or  on  Indemnitee's  behalf  in  settlement  of  any
               Proceeding  (including any excise taxes assessed upon  Indemnitee
               with respect to any employee benefit plan) and all Expenses.

                    (h)  "Proceeding"  means  any  action,  suit,   arbitration,
               alternate   dispute    resolution    mechanism,    investigation,
               administrative  hearing  or  any  other  proceeding,  pending  or
               threatened,   whether   civil,   criminal,    administrative   or
               investigative, except one initiated by the Indemnitee, unless the
               Board of Directors consents thereto.

        Section 14.  Notices.  All  notices,   requests,   demands   and   other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given if (a)  delivered by hand and receipted for by the party to whom such
notice  or other  communication  shall  have  been  directed  or (b)  mailed  by
certified or registered  mail with postage  prepaid,  on the third  business day
after the date on which it is so mailed:

                           (a)      If to Indemnitee, to:

                                    Fred Oliver
                                    4625 Greenville Ave.
                                    Suite 205
                                    Dallas, TX 75206

                           (b)      If to the Company, to:

                                    Maynard Oil Company
                                    8080 North Central Expressway
                                    Suite 660
                                    Dallas, Texas 75206
                                    Attention: Secretary

or to such other address as may have been furnished to the other party. Promptly
after receipt by the Indemnitee of notice of the commencement of or the threat
of commencement of any Proceeding, the Indemnitee shall notify the Company of
the commencement or the threat of commencement thereof.


                                      -10-
<PAGE>


        Section 15.  General Provisions.

                  15.1  Successors and Assigns.  This Agreement shall be binding
upon the Company and its  successors  and assigns and shall inure to the benefit
of Indemnitee  and his heirs,  executors and  administrators.  The Company shall
require and cause any  successor  to  substantially  own all of the  business or
assets of the Company,  by written agreement in form and substance  satisfactory
to the  Indemnitee,  expressly to assume and agree to perform this  Agreement in
the same manner and to the same  extent  that the  Company  would be required to
perform if no such succession had taken place.

                  15.2 No Adequate  Remedy.  The parties  acknowledge that it is
impossible  to measure in money the damages which will accrue to either party by
reason of a failure  to perform  any of the  obligations  under this  Agreement.
Therefore,  if either party shall  institute any action or proceeding to enforce
the  provisions  hereof,  the party  against whom such action or  proceeding  is
brought  hereby waives the claim or defense that the party  bringing such action
has an adequate  remedy at law, and the party against whom the action is brought
shall not urge in any action or  proceeding  the claim or defense that the other
party has an adequate remedy at law.

                  15.3 Governing  Law. This Agreement  shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.

                  15.4  Severability.  If any  provision or  provisions  of this
Agreement  shall  be  held  to  be  invalid  or  unenforceable  for  any  reason
whatsoever:  (a) the  validity,  legality and  enforceability  of the  remaining
provisions of this Agreement (including, without limitation, each portion of any
Section of this  Agreement  containing  any such  provision  held to be invalid,
illegal or unenforceable, that is not itself invalid or unenforceable) shall not
in any way be  affected  or  impaired  thereby;  and (b) to the  fullest  extent
possible,  the  remaining  provisions  of  this  Amendment  (including,  without
limitation,  each portion of any Section of this  Agreement  containing any such
provision  held to be invalid  or  unenforceable,  that is not  itself  invalid,
illegal or unenforceable)  shall be construed so as to give effect to the intent
manifested by the provision held invalid or unenforceable.

                  15.5 Modification and Waiver.  No supplement,  modification or
amendment of this Agreement  shall be binding unless executed in writing by both
of the parties hereto.  No amendment,  alteration,  rescission or replacement of
this Agreement or any provision  hereof shall be effective as to Indemnitee with
respect  to any  action  taken or omitted  by such  Indemnitee  in  Indemnitee's
Corporate Status before such amendment,  alteration,  rescission or replacement.
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 such waiver constitute a continuing  waiver. The party shall not be deemed
to have waived a right or remedy  provided  in or  relating  to this  Agreement,
unless the waiver is in writing and duly executed by the party.

                  15.6  Entire  Agreement.  This  Agreement  as to  its  subject
matter,  exclusively and completely states the rights and duties of the parties,
sets forth their entire  understanding and merges all prior and  contemporaneous
representations,  promises,  proposes,  discussions  and  understandings  by  or
between the parties.


                                      -11-
<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have executed this
Agreement as of the date first written above first above written.

                                               MAYNARD OIL COMPANY


                                               By:
                                                  ------------------------------
ATTEST:                                                  James G. Maynard,
                                                                       Chairman

By
  ------------------------------------------




WITNESS:


---------------------------------------------






                                      -12-