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                             BASIN EXPLORATION, INC.
                     CHANGE OF CONTROL EMPLOYMENT AGREEMENT


         AGREEMENT by and between BASIN EXPLORATION, INC. a Delaware
corporation (the "Company") and SAM D. WINEGRAD (the "Officer"), dated as of
August 28, 1997.

         The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its stockholders to
assure that the Company will have the continued dedication of the Officer,
notwithstanding the possibility, threat or occurrence of a Change of Control
(as defined below) of the Company. The Board believes it is imperative to
diminish the inevitable distraction of the Officer by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control
and to encourage the Officer's full attention and dedication to the Company
currently and in the event of any threatened or pending Change of Control,
and to provide the Officer with compensation and benefits arrangements upon a
Change of Control which ensure that the compensation and benefits
expectations of the Officer will be satisfied and which are competitive with
those of other corporations. Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this Agreement.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1. CERTAIN DEFINITIONS.

              (a) The "Effective Date" shall mean the first date during the
Change of Control Period (as defined in Section 1(b)) on which a Change of
Control (as defined in Section 2) occurs. Anything in this Agreement to the
contrary notwithstanding, if a Change of Control occurs and if the Officer'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 Officer
that such termination of employment (i) was at the request of a third party
who has taken steps reasonably calculated to effect a Change of Control or
(ii) otherwise arose in connection with or anticipation of a Change of
Control, then for all purposes of this Agreement the "Effective Date" shall
mean the date immediately prior to the date of such termination of
employment. For purposes of this Agreement, the Committee (as described
below) may clarify the date as of which a Change of Control shall be deemed
to have occurred.

              (b) The "Change of Control Period" shall mean the period
commencing on the date hereof and ending on the third anniversary of the date
hereof; provided, however, that commencing on the date one year after the
date hereof, and on each annual anniversary of such date (such date and each
annual anniversary thereof shall be hereinafter referred to as the "Renewal
Date"), unless previously terminated, the Change of Control Period shall be
automatically extended so as to terminate three years from such Renewal Date,
unless at least 60 days prior to the Renewal Date (and prior to the Effective
Date) the Company shall give notice to the Officer that the Change of Control
Period shall not be so extended.

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         2. CHANGE OF CONTROL. For the purpose of this Agreement, a "Change
of Control" shall mean:

              (a) Any "person" or "group" (within the meaning of Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or Mr. Michael Smith, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of more than thirty-three and one-third percent
(33-1/3%) of the then outstanding voting stock of the Company; or

              (b) Individuals who, as of the date hereof, constitute the
Board (and any new director whose election by the Board or whose nomination
for election by the Company's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors as
of the date hereof or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority
thereof; or

              (c) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 51% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the stockholders approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets; provided, however, that if the merger, plan of liquidation or sale of
substantially all assets is not consummated following such stockholder
approval and the transaction is abandoned, then the Change of Control shall
be deemed not to have occurred.

         3. EMPLOYMENT PERIOD. The Company hereby agrees to continue the
Officer in its employ, and the Officer hereby agrees to remain in the employ
of the Company subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the third anniversary
of such date (the "Employment Period").

         4. TERMS OF EMPLOYMENT.

               (a)  POSITION AND DUTIES.

                        (a) During the Employment Period, (A) the Officer's
                  position (including status, offices, titles and reporting
                  requirements), authority, duties and responsibilities shall be
                  at least commensurate in all material respects with the most
                  significant of those held, exercised and assigned at any time
                  during the 120-day period immediately preceding the Effective
                  Date and (B) the

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                  Officer's services shall be performed at the location where
                  the Officer was employed 120 days immediately preceding the
                  Effective Date or any office or location less than 30 miles
                  from such location.

                        (b) During the Employment Period, and excluding any
                  periods of vacation and sick leave to which the Officer is
                  entitled, the Officer agrees to devote reasonable 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 Officer
                  hereunder, to use the Officer'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 Officer 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 significantly interfere with the
                  performance of the Officer'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 Officer prior to
                  the Effective Date, the continued conduct of such activities
                  (or the conduct of activities similar in nature and scope
                  thereto) subsequent to the Effective Date shall not thereafter
                  be deemed to interfere with the performance of the Officer's
                  responsibilities to the Company.

               (b)  COMPENSATION.

                        (a) BASE SALARY. During the Employment Period, the
                  Officer shall receive an annual base salary ("Annual Base
                  Salary"), which shall be paid at a monthly rate, at least
                  equal to 12 times the highest monthly base salary paid or
                  payable, including any base salary which has been earned but
                  deferred, to the Officer by the Company and its affiliated
                  companies in respect of the 12-month period immediately
                  preceding the month in which the Effective Date occurs. During
                  the Employment Period, the Annual Base Salary shall be
                  reviewed no more than 12 months after the last salary increase
                  awarded to the Officer prior to the Effective Date and
                  thereafter at least annually. Any increase in Annual Base
                  Salary shall not serve to limit or reduce any other obligation
                  to the Officer 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

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                  include any company controlled by, controlling or under
                  common control with the Company.

                        (b) ANNUAL BONUS. In addition to Annual Base Salary,
                  the Officer shall be awarded, for each fiscal year ending
                  during the Employment Period, an annual bonus (the "Annual
                  Bonus") in cash at least equal to the average of the Officer's
                  bonuses over the last three fiscal years, or such lesser
                  number of years as the Officer may have been employed by the
                  Company, prior to the Effective Date (annualized in the event
                  that the Officer was not employed by the Company for an entire
                  fiscal year) (the "Recent Annual Bonus"). Each such Annual
                  Bonus shall be paid no later than the end of the third month
                  of the fiscal year next following the fiscal year for which
                  the Annual Bonus is awarded, unless the Officer shall elect to
                  defer the receipt of such Annual Bonus.

                        (c) INCENTIVE, SAVINGS AND RETIREMENT PLANS. During
                  the Employment Period, the Officer shall be entitled to
                  participate in all incentive, savings and retirement plans,
                  practices, policies and programs applicable generally to other
                  peer executives of the Company and its affiliated companies
                  but in no event shall such plans, practices, policies and
                  programs provide the Officer 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, in each case, less favorable, in the aggregate,
                  than the most favorable of those provided by the Company and
                  its affiliated companies for the Officer under such plans,
                  practices, policies and programs as in effect at any time
                  during the 120-day period immediately preceding the Effective
                  Date or if more favorable to the Officer, those provided
                  generally at any time after the Effective Date to other peer
                  executives of the Company and its affiliated companies.

                        (d) WELFARE BENEFIT PLANS. During the Employment
                  Period, the Officer and/or the Officer'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 and its
                  affiliated companies (including, without limitation, medical,
                  prescription, dental, disability, salary continuance, employee
                  life, group life, accidental death and travel accident
                  insurance plans and programs) to the extent applicable
                  generally to other peer executives of the Company

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                  and its affiliated companies, but in no event shall such
                  plans, practices, policies and programs provide the Officer
                  with benefits which are less favorable, in the aggregate,
                  than the most favorable of such plans, practices, policies
                  and programs in effect for the Officer at any time during
                  the 120-day period immediately preceding the Effective Date
                  or, if more favorable to the Officer, those provided generally
                  at any time after the Effective Date to other peer executives
                  of the Company and its affiliated companies.

                        (e) EXPENSES. During the Employment Period, the
                  Officer shall be entitled to receive prompt reimbursement for
                  all reasonable expenses incurred by the Officer in accordance
                  with the most favorable policies, practices, and procedures of
                  the Company and its affiliated companies in effect for the
                  Officer at any time during the 120-day period immediately
                  preceding the Effective Date or, if more favorable to the
                  Officer, as in effect generally at any time thereafter with
                  respect to other peer executives of the Company and its
                  affiliated companies.

                        (f) FRINGE BENEFITS. During the Employment Period,
                  the Officer shall be entitled to fringe benefits, including,
                  without limitation, in accordance with the most favorable
                  plans, practices, programs and policies of the Company and its
                  affiliated companies in effect for the Officer at any time
                  during the 120-day period immediately preceding the Effective
                  Date or, if more favorable to the Officer, as in effect
                  generally at any time thereafter with respect to other peer
                  executives of the Company and its affiliated companies.

                        (g) VACATION. During the Employment Period, the Officer
                  shall be entitled to paid vacation in accordance with the
                  most favorable plans, policies, programs and practices of
                  the Company and its affiliated companies as in effect for
                  the Officer at any time during the 120-day period immediately
                  preceding the Effective Date or, if more favorable to the
                  Officer, as in effect generally at any time thereafter with
                  respect to other peer executives of the Company and its
                  affiliated companies.

         5. TERMINATION OF EMPLOYMENT.

              (a) DEATH OR DISABILITY. The Officer's employment shall
terminate automatically upon the Officer's death during the Employment
Period. If the Company determines in good faith that the Disability of the
Officer has occurred during the Employment Period (pursuant to the definition
of Disability set forth below), it may give to the Officer written

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notice in accordance with Section 12(b) of this Agreement of its intention to
terminate the Officer's employment. In such event, the Officer's employment
with the Company shall terminate effective on the 30th day after receipt of
such notice by the Officer (the "Disability Effective Date"), provided that,
within the 30 days after such receipt, the Officer shall not have returned to
full-time performance of the Officer's duties. For purposes of this
Agreement, "Disability" shall mean the absence of the Officer from the
Officer's duties with the Company on a full-time basis for 180 consecutive
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 Officer or the Officer's legal
representative.

              (b) CAUSE. The Company may terminate the Officer's employment
during the Employment Period for Cause. For purposes of this Agreement,
"Cause" shall mean:

                        (a) the Officer's gross violation of the terms of
                  this Agreement, if such violation has not been substantially
                  cured within thirty (30) days following written notice to the
                  Officer from the Company of such violation setting forth with
                  specificity the nature of the violation or, if cure cannot
                  reasonably be effected within such 30-day period, if the
                  Officer does not commence such cure within such 30-day period
                  and thereafter pursue such cure continuously and with due
                  diligence until cure has been effected;

                        (b) the Officer's willful dishonesty towards, fraud
                  upon, felony crime against, deliberate material injury or
                  material bad faith action with respect to, or deliberate or
                  attempted injury to the Company; or

                        (c) the Officer's conviction for any felony crime
                  (whether in connection with the Company's affairs or
                  otherwise).

              (c) GOOD REASON; WINDOW PERIOD. The Officer's employment may be
terminated (i) during the Employment Period by the Officer for Good Reason or
(ii) during the Window Period by the Officer without any reason. For purposes
of this Agreement, "Window Period" shall mean the 30-day period immediately
following the Effective Date. For purposes of this Agreement, any termination
by the Officer during the Window Period shall be deemed a termination by the
Officer for Good Reason and, in addition, "Good Reason" shall mean:

                        (a) the assignment to the Officer by the Company
                  following the Effective Date of any duties inconsistent with,
                  or a substantial alteration in the nature or status of, the
                  Officer's responsibilities as in effect during the 120-day
                  period prior to the Effective Date, including a change in the
                  Officer's title or the level of supervisor to whom the
                  Officer is required to report;

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                        (b) a failure by the Company to comply with any of
                  the provisions of Section 4(b) 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
                  Officer;

                        (c) a relocation of the Company's principal offices
                  to a location outside a 30-mile radius of Denver, Colorado,
                  or the Officer's relocation to any place other than the
                  offices of the Company located in Denver, Colorado or
                  within 30 miles of Denver, Colorado, except for reasonably
                  required travel by the Officer on the Company's business to
                  an extent substantially consistent with the Officer's
                  business travel obligations immediately preceding the
                  Effective Date;

                        (d) any material breach by the Company of any
                  provision of this Agreement, if such material breach has
                  not been cured within thirty (30) days following written
                  notice by the Officer to the Company of such breach setting
                  forth with specificity the nature of the breach;

                        (e) any failure by the Company to obtain the
                  assumption and performance of this Agreement by any
                  successor (by merger, consolidation or otherwise) or assign
                  of the Company; or

                        (f) the voluntary termination by Michael S. Smith of
                  his employment as Chief Executive Officer of the Company or
                  the termination of his employment as Chief Executive
                  Officer in the event of a Change of Control; provided that
                  such termination shall constitute Good Reason only for a
                  period of 120 days from the date of termination of Mr.
                  Smith's employment as Chief Executive Officer.

For purposes of this Section 5(c), any good faith determination of "Good
Reason" made by the Officer shall be conclusive.

              (d) NOTICE OF TERMINATION. Any termination by the Company for
Cause, or by the Officer for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 12(b)
of this Agreement. For purposes of this Agreement, a "Notice of Termination"
means a written notice which (i) indicates the specific termination provision
in this Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Officer's employment under the provision so indicated and
(iii) if the Date of Termination (as

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defined below) is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than 30 days after the
giving of such notice). The failure by the Officer 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 Officer
or the Company, respectively, hereunder or preclude the Officer or the
Company, respectively, from asserting such fact or circumstance in enforcing
the Officer's or the Company's rights hereunder.

              (e) DATE OF TERMINATION. "Date of Termination" means (i) if the
Officer's employment is terminated by the Company for Cause, or by the
Officer 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 Officer'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
Officer of such termination, (iii) if the Officer's employment is terminated
by reason of Disability, the Date of Termination shall be the Disability
Effective Date, and (iv) if the Officer's employment is terminated by reason
of his death, the Date of Termination shall be the last day of the month
during which his death occurs.

         6. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

              (a) GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If,
during the Employment Period, the Company shall terminate the Officer's
employment other than for Cause or Disability or the Officer shall terminate
employment for Good Reason, the parties acknowledge that the Officer will
sustain actual damages, the amount of which is indefinite, uncertain and
difficult of exact ascertainment because of the uncertainties of successfully
relocating and seeking a comparable position. In order to avoid dispute as to
the amount of such damages and the mutual expense and inconvenience such
dispute would entail, the Company and the Officer have agreed hereby that the
Company shall pay to the Officer compensation as provided below. It is hereby
agreed that in the event of such termination by the Company, the Officer
shall receive such amounts as herein provided, not as a penalty, but as the
Officer's agreed compensation and sole damages for the termination of this
Agreement, in lieu of the Officer's proof of his actual damages on that
account. If, during the Employment Period, the Company shall terminate the
Officer's employment other than for Cause or Disability or the Officer shall
terminate employment for Good Reason, the Company shall pay to the Officer in
a lump sum in cash within 5 days after the Date of Termination the aggregate
of the following amounts:

                        (a) the sum of (1) the Officer's Annual Base Salary
                  through the Date of Termination to the extent not
                  theretofore paid, (2) the product of (x) the higher of (I)
                  the Recent Annual Bonus and (II) the Annual Bonus paid or
                  payable, including any bonus or portion thereof which has
                  been earned but deferred (and annualized for any fiscal
                  year consisting of less than 12 full months or during which
                  the Officer was employed for less than 12 full months), for
                  the most recently completed fiscal year during the
                  Employment Period, if any (such higher amount being
                  referred to

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                  as the "Highest Annual Bonus") and (y) a fraction, the
                  numerator of which is the number of days in the current
                  fiscal year through the Date of Termination, and the
                  denominator of which is 365 and (3) any compensation
                  previously deferred by the Officer (together with any
                  accrued interest or earnings thereon) and any accrued
                  vacation pay, 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
                  Obligations"); and

                        (b) the amount equal to the product of (1) three and
                  (2) the sum of (x) the Officer's Annual Base Salary and (y)
                  the Highest Annual Bonus.

                  To the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Officer any other amounts or benefits
required to be paid or provided or which the Officer is eligible to receive
under any plan, program, policy or practice or contract or agreement of the
Company and its affiliated companies (such other amounts and benefits shall
be hereinafter referred to as the "Other Benefits").

                  In addition, any options to purchase shares of the
Company's common stock shall immediately vest and become exercisable as of
the Date of Termination and, notwithstanding anything to the contrary in the
Officer's option agreements with the Company, the options shall be
exercisable for a period of 12 months after the Date of Termination (but in
no event beyond the expiration date applicable to such options). Any
restrictions on restricted stock grants and performance share grants shall
also be eliminated.

              (b) DEATH.  If the Officer's employment is terminated by reason
of the Officer's death during the Employment Period, this Agreement shall
terminate without further obligations to the Officer's legal representatives
under this Agreement, other than for payment of Accrued Obligations and the
timely payment or provision of Other Benefits. Accrued Obligations shall be
paid to the Officer's estate or beneficiary, as applicable, in a lump sum in
cash within 5 days of the Date of Termination. With respect to the provision
of Other Benefits, the term Other Benefits as utilized in this Section 6(b)
shall include, without limitation, and the Officer's estate and/or
beneficiaries shall be entitled to receive, benefits at least equal to the
most favorable benefits provided by the Company and affiliated companies to
the estates and beneficiaries of peer executives of the Company and such
affiliated companies under such plans, programs, practices and policies
relating to death benefits, if any, as in effect with respect to other peer
executives and their beneficiaries at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the
Officer's estate and/or the Officer's beneficiaries, as in effect on the date
of the Officer's death with respect to other peer executives of the Company
and its affiliated companies and their beneficiaries.

              (c) DISABILITY. If the Officer's employment is terminated by
reason of the Officer's Disability during the Employment Period, this
Agreement shall terminate without

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further obligations to the Officer, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits. Accrued
Obligations shall be paid to the Officer in a lump sum in cash within 5 days
of the Date of Termination. With respect to the provision of Other Benefits,
the term Other Benefits as utilized in this Section 6(c) shall include, and
the Officer shall be entitled after the Disability Effective Date to receive,
disability and other benefits at least equal to the most favorable of those
generally provided by the Company and its affiliated companies to disabled
executives and/or their families in accordance with such plans, programs,
practices and policies relating to disability, if any, as in effect generally
with respect to other peer executives and their families at any time during
the 120-day period immediately preceding the Effective Date or, if more
favorable to the Officer and/or the Officer's family, as in effect at any
time thereafter generally with respect to other peer executives of the
Company and its affiliated companies and their families.

              (d) CAUSE; OTHER THAN FOR GOOD REASON. If the Officer's
employment shall be terminated for Cause during the Employment Period, this
Agreement shall terminate without further obligations to the Officer other
than the obligation to pay to the Officer (x) his Annual Base Salary through
the Date of Termination, (y) the amount of any compensation previously
deferred by the Officer, and (z) Other Benefits, in each case to the extent
theretofore unpaid. If the Officer voluntarily terminates employment during
the Employment Period, excluding a termination for Good Reason, this
Agreement shall terminate without further obligations to the Officer, other
than for Accrued Obligations and the timely payment or provision of Other
Benefits. In such case, all Accrued Obligations shall be paid to the Officer
in a lump sum in cash within 5 days of the Date of Termination.

         7. NON-EXCLUSIVITY OF RIGHTS. Except as provided in Sections
6(a)(ii), 6(b) and 6(c), nothing in this Agreement shall prevent or limit the
Officer'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 Officer may qualify, nor, subject to Section 12(f), shall anything
herein limit or otherwise affect such rights as the Officer may have under
any contract or agreement with the Company or any of its affiliated
companies. Amounts which are vested benefits or which the Officer 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 explicitly modified by this Agreement.

         8. FULL SETTLEMENT. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against
the Officer or others. In no event shall the Officer be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Officer under any of the provisions of this Agreement and such
amounts shall not be reduced whether or not the Officer obtains other
employment. The Company agrees to pay as incurred, to the full extent
permitted by law, all legal fees and expenses which the Officer may
reasonably incur as a result of any contest (regardless of the outcome
thereof but not in the case of fees incurred with

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respect to a claim brought in bad faith) by the Company, the Officer 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 Officer about the amount of any
payment pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

         9. LIMITATION ON AMOUNT OF PAYMENT.

              (a) LIMITATION. Notwithstanding anything else in this
Agreement, solely in the event of a termination by the Company without Cause
or a termination by the Officer for Good Reason, and except as provided in
subsection (i) below, the aggregate of the payments of benefits to which the
Officer will be entitled under Section 6(a) will be reduced to the extent
necessary so that the Officer will not be liable for the federal excise tax
levied on certain "excess parachute payments" under section 4999 of the
Internal Revenue Code.

                        (i) The limitation of Section 9(a) will not apply if
                  the difference between (w) the present value of all
                  payments to which the Officer is entitled under paragraph
                  6(a) determined without regard to Section 9(a) less (x) the
                  present value of all federal, state and other income and
                  excise taxes for which the Officer is liable as a result of
                  such payments exceeds the difference between (y) the
                  present value of all payments to which the Officer is
                  entitled under Section 6(a) calculated as if the limitation
                  of Section 9(a) applies less (z) the present value of all
                  federal, state and other income and excise taxes for which
                  the Officer is liable as a result of such reduced payments.
                  Present values will be determined using the interest rate
                  specified in section 280G of the Internal Revenue Code and
                  will be the present values as of the date on which the
                  Officer's employment terminates (unless it is necessary to
                  use a different date in order to avoid adverse consequences
                  under section 280G).

              (b) DETERMINATION BY OFFICER. Whether payments to the Officer
are to be reduced pursuant to Section 9(a), and the extent to which they are
to be so reduced, will be determined by the Officer. The Officer may, at the
expense of the Company, hire an accounting firm, law firm or employment
consulting firm selected by the Officer to assist him in such determination.
If a reduction is made pursuant to Section 9(a), the Officer will have the
right to determine which payments and benefits will be reduced.

              (c) ADDITIONAL BENEFIT. The Officer shall receive the benefit
of any change made by the Company in the calculation or entitlement of
severance compensation following a Change of Control for any other officer of
the Company, such as an agreement by the Company to "gross up" the
compensation paid to an officer by paying the excise tax imposed by Section
280G of the Internal Revenue Code.

         10. CONFIDENTIAL INFORMATION. The Officer shall not, during his
employment by the Company or at any time thereafter, directly or indirectly
use, divulge, furnish or make accessible to anyone other than the Company,
its directors or officers (otherwise than in the

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regular course of the business of the Company), any knowledge or information
regarding any confidential or secret activities, prospects, technical data,
analysis and interpretations, projects, plans, reports, investor or
co-venturer names or lists, financial or marketing information or documentary
material relating to the existing, planned or contemplated business or
activities of the Company. The Officer, upon leaving the employ of the
Company, shall not take with him or retain any books, records, data, reports,
letters, memoranda, notes or other writings or documents whatsoever, or
copies thereof, which reflect or deal with any secret, proprietary or
confidential information or material relating to the business or activities
of the Company. The obligations of the Officer under this Section 10 shall
not apply to (i) information which at the time of disclosure is readily
available to the public; (ii) information which is or becomes available to
the general public other than through acts or omissions attributable to the
Officer; or (iii) information obtained from a third party who is lawfully in
possession of the same other than through breach of a confidentiality or
nonuse obligation owed to the Company or others with respect to that
information.

         11. SUCCESSORS.

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

              (b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.

              (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.

         12. MISCELLANEOUS.

              (a) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws. The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written
agreement executed by the parties hereto or their respective successors and
legal representatives.

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<PAGE>

              (b) NOTICES. All notices and other communications hereunder
shall be in writing and shall be given by hand delivery to the other party or
by registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

                           If to the Officer:

                           Sam D. Winegrad
                           7086 E. Costilla Dr.
                           Englewood, Colorado  80012

                           If to the Company:

                           Basin Exploration, Inc.
                           370 Seventeenth Street, Suite 3400
                           Denver, Colorado 80002

                           Attention:  General Counsel or President

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.

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

              (d) WITHHOLDINGS. The Company may withhold from any amounts
payable under this Agreement the minimum amounts of any such Federal, state,
local or foreign taxes as shall be required to be withheld pursuant to any
applicable law or regulation.

              (e) MODIFICATIONS. The Officer's or the Company's failure to
insist upon strict compliance with any provision of this Agreement or the
failure to assert any right the Officer or the Company may have hereunder,
including, without limitation, the right of the Officer to terminate
employment for Good Reason pursuant to Section 5(c)(i)-(v) 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.

              (f) ACKNOWLEDGMENT OF EMPLOYMENT AT WILL. The Officer and the
Company acknowledge that, except as may otherwise be provided under any other
written agreement between the Officer and the Company, the employment of the
Officer by the Company is "at will" and, subject to Section 1(a) hereof,
prior to the Effective Date, the Officer's employment and/or this Agreement
may be terminated by either the Officer or the Company at any time prior to
the Effective Date, in which case the Officer shall have no further rights
under this Agreement. From and after the Effective Date, this Agreement shall
supersede any other agreement between the parties with respect to the subject
matter hereof.

                                       13
<PAGE>

                 IN WITNESS WHEREOF, the Officer has hereunto set the
Officer's 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.


                                       ------------------------------
                                       Sam D. Winegrad



                                       BASIN EXPLORATION, INC.


                                       By:
                                          ---------------------------
                                          Michael S. Smith, President



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