MISSION RESOURCES CORP
INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>dex105.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                           INDEMNIFICATION AGREEMENT


         This Indemnification Agreement is entered into and effective as of the
______ day of ____________________, 2002 (this "Agreement"), by and between
Mission Resources Corporation, a Delaware corporation (the "Company"), and
_____________ ("Indemnitee"):

         WHEREAS, highly competent persons have become more reluctant to serve
corporations as directors, executive officers or in other capacities unless they
are provided with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them
arising out of their service to, and activities on behalf of, the corporation;

         WHEREAS, the Board of Directors of the Company (the "Board") has
determined that, in order to attract and retain qualified individuals, the
Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities. Although the furnishing of such insurance has been a
customary and widespread practice among United States-based corporations and
other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only
at higher premiums and with more exclusions. At the same time, directors,
officers and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been
brought only against the corporation or business enterprise itself;

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

         WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of
the Company's stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the future;

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

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

         Section 1.  Services by Indemnitee. Indemnitee agrees to serve as a
director/executive officer of the Company and, as mutually agreed by Indemnitee
and the Company, as a director, officer, employee, agent or fiduciary of other
corporations, partnerships, joint ventures, trusts or other enterprises
(including, without limitation, employee benefit plans). Indemnitee may at any
time and for any reason resign from any such position (subject to any other
contractual

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obligation or any obligation imposed by operation of law), in which event the
Company shall have no obligation under this Agreement to continue Indemnitee in
that position. This Agreement shall not be deemed an employment contract between
the Company (or any of its subsidiaries) and Indemnitee. Indemnitee specifically
acknowledges that Indemnitee's employment with the Company (or any of its
subsidiaries), if any, is at will, and the Indemnitee may be discharged at any
time for any reason, with or without cause, except as may be otherwise provided
in any written employment contract between Indemnitee and the Company (or any of
its subsidiaries), other applicable formal severance policies duly adopted by
the Board or, with respect to service as a director of the Company, by the
Company's Certificate of Incorporation, Bylaws and the General Corporation Law
of the State of Delaware. Notwithstanding, the foregoing, this Agreement shall
continue in force after Indemnitee has ceased to serve as an officer or director
of the Company and no longer serves at the request of the Company as a director,
officer, employee or agent of the Company or any subsidiary of the Company.

         Section 2.  Indemnification--General. The Company shall indemnify, and
advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this
Agreement and (b) to the fullest extent permitted by applicable law in effect on
the date hereof and as amended from time to time. The rights of Indemnitee
provided under the preceding sentence shall include, but shall not be limited
to, the rights set forth in the other Sections of this Agreement.

         Section 3.  Proceedings Other than Proceedings by or in the Right of
the Company. Indemnitee shall be entitled to the rights of indemnification
provided in Section 2 and this Section 3 if, by reason of his Corporate Status
(as hereinafter defined), he is, or is threatened to be made, a party to or a
participant in any threatened, pending, or completed Proceeding (as hereinafter
defined), other than a Proceeding by or in the right of the Company. Pursuant to
this Section 3, the Company shall indemnify Indemnitee against, and shall hold
Indemnitee harmless from and in respect of, all Expenses, judgments, penalties,
fines (including excise taxes) and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses, judgments, penalties, fines or amounts paid in
settlement) actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if he
acted in good faith and in a manner he 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 his conduct was unlawful.

         Section 4.  Proceedings by or in the Right of the Company. Indemnitee
shall be entitled to the rights of indemnification provided in Section 2 and
this Section 4 if, by reason of his Corporate Status, he is, or is threatened to
be made, a party to or a participant in any threatened, pending or completed
Proceeding brought by or in the right of the Company to procure a judgment in
its favor. Pursuant to this Section 4, the Company shall indemnify Indemnitee
against, and shall hold Indemnitee harmless from and in respect of, all Expenses
actually and reasonably incurred by him or on his behalf in connection with, and
any amounts paid in settlement of, such Proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Company. Notwithstanding the foregoing, no indemnification against such
Expenses 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 if applicable law prohibits such indemnification; provided, however, if
applicable law so permits, indemnification against such Expenses shall
nevertheless be made by the Company in

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such event if and only to the extent that the Court of Chancery (as hereinafter
defined), or the court in which such Proceeding shall have been brought or is
pending, shall determine.

         Section 5.  Indemnification for Expenses of a Party Who Is Wholly or
Partly Successful. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of his Corporate Status, a party to (or a
participant in) and is successful, on the merits or otherwise, in defense of any
Proceeding, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith. If Indemnitee is not
wholly successful in defense of such Proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in
such Proceeding, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter. For purposes of this Section and
without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.

         Section 6.  Indemnification for Expenses as a Witness. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding to which Indemnitee
is not a party, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith.

         Section 7.  Advancement of Expenses. The Company shall advance all
reasonable Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding within ten (10) days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any Expenses advanced if it ultimately shall
be determined, in accordance with this Agreement, that Indemnitee is not
entitled to be indemnified against such Expenses.

         Section 8.  Procedure for Determination of Entitlement to
Indemnification.

                 (a) To obtain indemnification under this Agreement, Indemnitee
         shall submit to the Company a written request including therein or
         therewith 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 such a request for
         indemnification, advise the Board in writing that Indemnitee has
         requested indemnification.

                 (b) On written request by Indemnitee for indemnification
         pursuant to the first sentence of Section 8(a), a determination, if
         required by applicable law, with respect to Indemnitee's entitlement
         thereto shall be made in the specific case: (i) if a Change of Control
         (as hereinafter defined) shall have occurred within two (2) years prior
         to the date of such written request, by Independent Counsel (as
         hereinafter defined) in a written opinion to the Board, a copy of which
         shall be

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         delivered to Indemnitee; or (ii) if a Change of Control shall not have
         occurred within two (2) years prior to the date of such written
         request, (A) by a majority vote of the Disinterested Directors (as
         hereinafter defined), even though less than a quorum of the Board, or
         (B) if there are no such Disinterested Directors, or if such
         Disinterested Directors so direct, by Independent Counsel in a written
         opinion to the Board, a copy of which shall be delivered to Indemnitee;
         and, if it is so determined that Indemnitee is entitled to
         indemnification, payment to Indemnitee shall be made within ten (10)
         days after such determination. Indemnitee shall cooperate with the
         person, persons or entity making such determination with respect to
         Indemnitee's entitlement to indemnification, including providing to
         such person, persons or entity on reasonable advance request any
         documentation or information which is not privileged or otherwise
         protected from disclosure and which is reasonably available to
         Indemnitee and reasonably necessary to such determination. Any 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) and
         the Company hereby indemnifies and agrees to hold Indemnitee harmless
         therefrom.

                 (c) In the event the determination of entitlement to
         indemnification is to be made by Independent Counsel pursuant to
         Section 8(b), the Independent Counsel shall be selected as provided in
         this Section 8(c). If a Change of Control shall not have occurred
         within two (2) years prior to the date of Indemnitee's written request
         for indemnification pursuant to Section 8(a), the Independent Counsel
         shall be selected by the Board, and the Company shall give written
         notice to Indemnitee advising him of the identity of the Independent
         Counsel so selected. If a Change of Control shall have occurred within
         two (2) years prior to the date of Indemnitee's written request for
         indemnification pursuant to Section 8(a), the Independent Counsel shall
         be selected by Indemnitee (unless Indemnitee shall request that such
         selection be made by the Board, in which event the preceding sentence
         shall apply), and Indemnitee shall give written notice to the Company
         advising it of the identity of the Independent Counsel so selected. In
         either event, Indemnitee or the Company, as the case may be, may,
         within ten (10) 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 the Independent Counsel so selected
         does not meet the requirements of "Independent Counsel" as defined in
         Section 17, and the objection shall set forth with particularity the
         factual basis of such assertion. If such written objection is so made
         and substantiated, the Independent Counsel so selected may not serve as
         Independent Counsel unless and until such objection is withdrawn or 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 8(a), no Independent Counsel
         shall have been selected and not objected to, either the Company or
         Indemnitee may petition the Court of Chancery or other court of
         competent jurisdiction for resolution of any objection which shall have
         been made

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         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 the petitioned court or by such other person as the
         petitioned court shall designate, and the person with respect to whom
         all objections are so resolved or the person so appointed shall act as
         Independent Counsel under Section 8(b). The Company shall pay any and
         all reasonable fees and expenses of Independent Counsel incurred by
         such Independent Counsel in connection with acting pursuant to Section
         8(b), and the Company shall pay all reasonable fees and expenses
         incident to the procedures of this Section 8(c), regardless of the
         manner in which such Independent Counsel was selected and appointed. If
         (i) Independent Counsel does not make any determination respecting
         Indemnitee's entitlement to indemnification hereunder within ninety
         (90) days after receipt by the Company of a written request therefor
         and (ii) any judicial proceeding or arbitration pursuant to Section
         10(a)(iii) hereof is then commenced, Independent Counsel shall be
         discharged and relieved of any further responsibility in such capacity
         (subject to the applicable standards of professional conduct then
         prevailing).

         Section 9.  Presumptions and Effect of Certain Proceedings.

                 (a) 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 8(a), 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.

                 (b) The termination of any Proceeding or of any claim, issue or
         matter therein, by judgment, order, settlement or conviction, or on 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 he reasonably believed to be in or not opposed to the best
         interests of the Company or, with respect to any criminal Proceeding,
         that Indemnitee had reasonable cause to believe that his conduct was
         unlawful.

                 (c) Any action taken by Indemnitee in connection with any
         employee benefit plan shall, if taken in good faith by Indemnitee and
         in a manner Indemnitee reasonably believed to be in the interest of the
         participants in or beneficiaries of that plan, be deemed to have been
         taken in a manner "not opposed to the best interests of the Company"
         for all purposes of this Agreement.

         Section 10. Remedies of Indemnitee.

                 (a) In the event that (i) a determination is made pursuant to
         Section 8 that Indemnitee is not entitled to indemnification hereunder,
         (ii) advancement of Expenses is not timely made pursuant to Section 7,
         (iii) Independent Counsel is to

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         determine Indemnitee's entitlement to indemnification hereunder, but
         does not make that determination within ninety (90) days after receipt
         by the Company of the request for that indemnification, (iv) payment of
         indemnification is not made pursuant to Section 5 or 6 within ten (10)
         days after receipt by the Company of a written request therefor or (v)
         payment of indemnification is not made within ten (10) days after a
         determination has been made that Indemnitee is entitled to
         indemnification, Indemnitee shall be entitled to an adjudication from
         the Court of Chancery of his 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 Commercial Arbitration Rules of the American
         Arbitration Association. Indemnitee shall commence such Proceeding
         seeking an adjudication or an award in arbitration within one hundred
         eighty (180) days following the date on which Indemnitee first has the
         right to commence such proceeding pursuant to this Section 10(a);
         provided, however, that the foregoing clause shall not apply in respect
         of a proceeding brought by Indemnitee to enforce his rights under
         Section 5.

                 (b) In the event that a determination shall have been made
         pursuant to Section 8(b) that Indemnitee is not entitled to
         indemnification, any judicial proceeding or arbitration commenced
         pursuant to this Section 10 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 judicial
         proceeding or arbitration commenced pursuant to this Section 10, the
         Company shall have the burden of proving that Indemnitee is not
         entitled to indemnification or advancement of Expenses, as the case may
         be.

                 (c) If a determination shall have been made pursuant to Section
         8(b) that Indemnitee is entitled to indemnification, the Company shall
         be bound by such determination in any judicial proceeding or
         arbitration commenced pursuant to this Section 10, absent (i) a
         misstatement by Indemnitee of a material fact, or an omission by
         Indemnitee of a material fact necessary to make Indemnitee's statement
         not materially misleading, in connection with the request for
         indemnification, or (ii) a prohibition of such indemnification under
         applicable law.

                 (d) In the event that Indemnitee, pursuant to this Section 10,
         seeks a judicial adjudication of or an award in arbitration 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 types
         described in the definition of Expenses in Section 17) actually and
         reasonably incurred by him in such judicial adjudication or
         arbitration, but only if he prevails therein. If it shall be determined
         in said judicial adjudication or arbitration that Indemnitee is
         entitled to receive part but not all of the indemnification or
         advancement of expenses sought, the expenses incurred by Indemnitee in
         connection with such judicial adjudication or arbitration shall be
         appropriately prorated.

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         Section 11. Non-Exclusivity; Survival of Rights; Insurance;
Subrogation.

                 (a) 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, the Bylaws, any
         agreement, a vote of stockholders or a resolution of directors, or
         otherwise. No amendment, alteration or repeal of this Agreement or of
         any provision hereof shall limit or restrict any right of Indemnitee
         under this Agreement in respect of any action taken or omitted by such
         Indemnitee in his Corporate Status prior to such amendment, alteration
         or repeal. To the extent that a change in Delaware law (whether by
         statute or judicial decision) permits greater indemnification by
         agreement than would be afforded currently under this Agreement, it is
         the intent of the parties hereto that Indemnitee shall enjoy by this
         Agreement the greater benefits so afforded by such change.

                 (b) To the extent that the Company maintains an insurance
         policy or policies providing liability insurance for directors,
         officers, employees, or agents of the Company or of any other
         corporation, partnership, joint venture, trust, employee benefit plan
         or other enterprise which such person serves at the request of the
         Company, Indemnitee shall be covered by such policy or policies in
         accordance with its or their terms to the maximum extent of the
         coverage available for any such director, officer, employee or agent
         under such policy or policies.

                 (c) In the event of any payment under this Agreement, the
         Company shall be subrogated to the extent of such payment to all 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.

                 (d) 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.

                 (e) The Company's obligation to indemnify or advance Expenses
         hereunder to Indemnitee with respect to Indemnitee's service at the
         request of the Company as a director, officer, employee or agent of any
         other corporation, partnership, joint venture, trust, employee benefit
         plan or other enterprise shall be reduced by any amount Indemnitee has
         actually received as indemnification or advancement of Expenses from
         such other corporation, partnership, joint venture, trust, employee
         benefit plan or other enterprise.

         Section 12. Duration of Agreement. This Agreement shall continue until
and terminate upon the later of: (a) ten (10) years after the date that
Indemnitee shall have ceased to serve as a director or officer of the Company or
of any other corporation, partnership, joint

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venture, trust, employee benefit plan or other enterprise which Indemnitee
served on behalf of the Company; or (b) the final termination of any Proceeding
then pending in respect of which Indemnitee is granted rights of indemnification
or advancement of expenses hereunder and of any Proceeding commenced by
Indemnitee pursuant to Section 10 relating thereto. This Agreement shall be
binding upon the Company and its successors and assigns and shall inure to the
benefit of Indemnitee and his spouse (if Indemnitee resides in Texas or another
community property state), heirs, executors and administrators, and this
Agreement does not, and shall not be construed to confer any rights on any
person that is not a party to this Agreement, other than Indemnitee's spouse,
and his heirs, executors and assigns.

     Section 13.  Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal 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 which is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby; (b) such provision or provisions
shall be deemed reformed to the extent necessary to conform to applicable law
and to give the maximum effect to the intent of the parties hereto; and (c) to
the fullest extent possible, the 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 which is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.

     Section 14.  Exception to Right of Indemnification or Advancement of
Expenses. Notwithstanding any other provision hereof, Indemnitee shall not be
entitled to indemnification or advancement of Expenses under this Agreement with
respect to any Proceeding brought by Indemnitee or any claim therein prior to a
Change of Control, unless the bringing of such Proceeding or making of such
claim shall have been approved by the Board.

     Section 15.  Identical Counterparts. This Agreement may be executed in one
or more counterparts by means of original or facsimile signatures, each of which
shall for all purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement. Only one such counterpart signed by
the party against whom enforceability is sought needs to be produced to evidence
the existence of this Agreement.

     Section 16.  Headings. The headings of the Sections hereof are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.

     Section 17.  Definitions. For purposes of this Agreement:

          (a)     "Acquiring Person" means any Person who or which, together
     with all Affiliates and Associates of such Person, is or are the Beneficial
     Owner of twenty-five percent (25%) or more of the shares of Common Stock
     then outstanding, but does not include any Exempt Person; provided,
     however, that a Person shall not be or become an Acquiring Person if such
     Person, together with its Affiliates and Associates, shall become the
     Beneficial Owner of twenty-five percent (25%) or more of the shares of
     Common Stock then outstanding solely as

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     a result of a reduction in the number of shares of Common Stock outstanding
     due to the repurchase of Common Stock by the Company, unless and until such
     time as 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 one percent (1%) or more of the then outstanding
     shares of Common Stock or any other Person (or Persons) who is (or
     collectively are) the Beneficial Owner of shares of Common Stock
     constituting one percent (1%) or more of the then outstanding shares of
     Common Stock shall become an Affiliate or Associate of such Person, unless,
     in either such case, such Person, together with all Affiliates and
     Associates of such Person, is not then the Beneficial Owner of twenty-five
     percent (25%) or more of the shares of Common Stock then outstanding.

            (b)   "Affiliate" has the meaning ascribed to that term in Exchange
     Act Rule 12b-2.

            (c)   "Associate" means, with reference to any Person, (i) any
     corporation, firm, partnership, association, unincorporated organization or
     other entity (other than the Company or a subsidiary of the Company) of
     which that 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 its equity securities, (ii) any trust
     or other estate in which that Person has a substantial beneficial interest
     or for or of which that Person serves as trustee or in a similar fiduciary
     capacity and (iii) any relative or spouse of that Person, or any relative
     of that spouse, who has the same home as that Person.

            (d)   A specified Person is deemed the "Beneficial Owner" of, and is
     deemed to "beneficially own," any securities:

                  (i)  of which that Person or any of that Person's Affiliates
            or Associates, directly or indirectly, is the "beneficial owner" (as
            determined pursuant to Exchange Act Rule 13d-3) or otherwise has the
            right to vote or dispose of, 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 subparagraph
            as a result of an agreement, arrangement or understanding to vote
            that security if that agreement, arrangement or understanding: (A)
            arises solely from a revocable proxy or consent given in response to
            a public (that is, not including a solicitation exempted by Exchange
            Act Rule 14a-2(b)(2)) proxy or consent solicitation made pursuant
            to, and in accordance with, the applicable provisions of the
            Exchange Act; and (B) is not then reportable by such Person on
            Exchange Act Schedule 13D (or any comparable or successor report);

                  (ii) which that Person or any of that Person's Affiliates or
            Associates, directly or indirectly, has the right or obligation to
            acquire

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            (whether that 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 on 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," securities tendered pursuant to
            a tender or exchange offer made by that Person or any of that
            Person's Affiliates or Associates until those tendered securities
            are accepted for purchase or exchange; or

                  (iii)   which are beneficially owned, directly or indirectly,
            by (A) any other Person (or any Affiliate or Associate thereof) with
            which the specified Person or any of the specified Person's
            Affiliates or Associates has any agreement, arrangement or
            understanding (whether or not in writing) for the purpose of
            acquiring, holding, voting (except pursuant to a revocable proxy or
            consent as described in the proviso to subparagraph (i) of this
            definition) or disposing of any voting securities of the Company or
            (B) any group (as that term is used in Exchange Act Rule 13d-5(b))
            of which that specified Person is a member;

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 good faith in a firm commitment underwriting until the
expiration of forty (40) days after the date of that acquisition. For purposes
of this Agreement, "voting" a security shall include voting, granting a proxy,
acting by consent, making a request or demand relating to corporate action
(including, without limitation, calling a stockholder meeting) or otherwise
giving an authorization (within the meaning of Section 14(a) of the Exchange
Act) in respect of such security.

            (e)   "Change of Control" means the occurrence of any of the
     following events that occurs after the effective date of this Agreement:
     (i) any Person becomes an Acquiring Person; (ii) at any time the then
     Continuing Directors cease to constitute a majority of the members of the
     Board; (iii) a merger of the Company with or into, or a sale by the Company
     of its properties and assets substantially as an entirety to, another
     Person occurs and, immediately after that occurrence, any Person, other
     than an Exempt Person, together with all Affiliates and Associates of such
     Person, shall be the Beneficial Owner of twenty-five percent (25%) or more
     of the total voting power of the then outstanding Voting Shares of the
     Person surviving that transaction (in the case or a merger or
     consolidation) or the Person acquiring those properties and assets
     substantially as an entirety.

            (f)   "Common Stock" means the common stock, par value $.01 per
     share, of the Company.

            (g)   "Continuing Director" means at any time any individual who
     then (i) is a member of the Board and was a member of the Board as of the
     effective

                                       10

<PAGE>

     date of this Agreement or whose nomination for his first election, or that
     first election, to the Board following that date was recommended or
     approved by a majority of the then Continuing Directors (acting separately
     or as a part of any action taken by the Board or any committee thereof) and
     (ii) is not an Acquiring Person, an Affiliate or Associate of an Acquiring
     Person or a nominee or representative of an Acquiring Person or of any such
     Affiliate or Associate.

            (h)   "Corporate Status" describes the status of a Person who is or
     was a director, officer, employee or agent of the Company or of any other
     corporation, partnership, joint venture, trust, employee benefit plan or
     other enterprise which such person is or was serving at the request of the
     Company. For purposes of this Agreement, "serving at the request of the
     Company" includes any service by Indemnitee which imposes duties on, or
     involves services by, Indemnitee with respect to any employee benefit plan
     or its participants or beneficiaries.

            (i)   "Court of Chancery" means the Court of Chancery of the State
     of Delaware.

            (j)   "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 hereunder.

            (k)   "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

            (l)   "Exempt Person" means (i), (A) the Company, any subsidiary of
     the Company, any employee benefit plan of the Company or of any subsidiary
     of the Company and (B) any Person organized, appointed or established by
     the Company for or pursuant to the terms of any such plan or for the
     purpose of funding any such plan or funding other employee benefits for
     employees of the Company or any subsidiary of the Company and (ii)
     Indemnitee, any Affiliate or Associate of Indemnitee or any group (as that
     term is used in Exchange Act Rule 13d-5(b)) of which Indemnitee or any
     Affiliate or Associate of Indemnitee is a member.

            (m)   "Expenses" include all 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, all other disbursements or expenses of the types
     customarily incurred in connection with prosecuting, defending, preparing
     to prosecute or defend, investigating, being or preparing to be a witness
     in, or otherwise participating in, a Proceeding and all interest or finance
     charges attributable to any thereof. Should any payments by the Company
     under this Agreement be determined to be subject to any federal, state or
     local income or excise tax, "Expenses" also shall include such amounts as
     are necessary to place Indemnitee in the same after-tax position (after
     giving effect to all applicable taxes) he would have been in had no such
     tax been determined to apply to such payments.

                                       11

<PAGE>

            (n)   "Independent Counsel" means a law firm, or a member of a law
     firm, that is experienced in matters of corporation law and neither
     presently is, nor in the past five (5) years has been, retained to
     represent: (i) the Company, its Affiliates or Indemnitee in any matter
     material to either such party; or (ii) any other Party to the Proceeding
     giving rise to a claim for indemnification hereunder. Notwithstanding the
     foregoing. 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.

            (o)   "Person" means any natural person, sole proprietorship,
     corporation, partnership of any kind having a separate legal status,
     limited liability company, business trust, unincorporated organization or
     association, mutual company, joint stock company, joint venture, estate,
     trust, union or employee organization or governmental authority.

            (p)   "Proceeding" includes any action, suit, alternate dispute
     resolution mechanism, hearing or any other proceeding, whether civil,
     criminal, administrative, arbitrative, investigative or meditative, any
     appeal in any such action, suit, alternate dispute resolution mechanism,
     hearing or other proceeding and any inquiry or investigation that could
     lead to any such action, suit, alternate dispute resolution mechanism,
     hearing or other proceeding, except one (i) initiated by an Indemnitee
     pursuant to Section 10 to enforce his rights hereunder or (ii) pending on
     or before the date of this Agreement.

            (q)   "Voting Shares" means: (i) in the case of any corporation,
     stock of that corporation of the class or classes having general voting
     power under ordinary circumstances to elect a majority of that
     corporation's board of directors; and (ii) in the case of any other entity,
     equity interests of the class or classes having general voting power under
     ordinary circumstances equivalent to the Voting Shares of a corporation.

     Section 18.  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 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.

     Section 19.  Notice by Indemnitee. Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder; provided, however, failure to give such notice shall not
deprive Indemnitee of his rights to indemnification and advancement of Expenses
under this Agreement unless the Company is actually and materially prejudiced
thereby.

                                       12

<PAGE>

     Section 20.  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 said
notice or other communication shall have been directed or (b) mailed by
certified or registered mail with postage prepaid, on the third (3rd) business
day after the date on which it is so mailed:

            (a)   If to Indemnitee, to:     _____________________

                                            _____________________

                                            _____________________

            (b)   If to the Company, to:    Mission Resources Corporation
                                            1331 Lamar, Suite 1455
                                            Houston, Texas 77010

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case way be.

     Section 21.  Contribution. To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement and/or for Expenses, in connection with any claim relating to
an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all the circumstances of such Proceeding in
order to reflect: (a) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to
such Proceeding; and/or (b) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).

     Section 22.  Governing Law; Submission to Jurisdiction. This Agreement and
the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to its conflict of laws rules. Except with respect to any arbitration commenced
by Indemnitee pursuant to Section 10(a), the Company and Indemnitee hereby
irrevocably and unconditionally (a) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the Court
of Chancery and not in any other state or federal court in the United States of
America or any court in any other country, (b) consent to submit to the
exclusive jurisdiction of the Court of Chancery for purposes of any action or
proceeding arising out of or in connection with this Agreement, (c) waive any
objection to the laying of venue of any such action or proceeding in the Court
of Chancery, and (d) waive, and agree not to plead or to make, any claim that
any such action or proceeding brought in the Court of Chancery has been brought
in an improper or otherwise inconvenient forum.

     Section 23.  Miscellaneous. Use of the masculine pronoun shall be deemed to
include usage of the feminine pronoun where appropriate. When used in this
Agreement, the words "herein," "hereof" and words of similar import shall refer
to this Agreement as a whole and not to any provision of this Agreement, and the
word "Section" refers to a Section of this Agreement, unless otherwise
specified.

                                       13

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

                                            MISSION RESOURCES CORPORATION

                                            By: ________________________________

                                            Name: ______________________________

                                            Title: _____________________________



                                            INDEMNITEE



                                            ____________________________________
                                            [Name]

                                       14

</TEXT>
</DOCUMENT>
