EQUITY OIL CO
CHANGE IN CONTROL COMPENSATION AGREEMENTS
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<FILENAME>0002.txt
<DESCRIPTION>CHANGE IN CONTROL COMPENSATION AGREEMENTS
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                    CHANGE IN CONTROL COMPENSATION AGREEMENT

         This  Agreement,  dated as of the 3rd day of  January,  2001  between
Equity Oil Company, ("Equity"), and Russell V. Florence (the "Executive").

         The  Compensation  Committee  of the Board of  Directors  of Equity has
recommended,  and the Board of Directors  has  approved,  that Equity enter into
agreements,  providing  for  compensation  under certain  circumstances  after a
change in control,  with key executives of Equity and its  subsidiaries  who are
from time to time designated by the Compensation Committee;

         Executive  is a key  executive  of Equity and has been  selected by the
Compensation Committee to enter into this Agreement;

         Should  Equity become  subject to any proposed or threatened  Change in
Control  (as  defined  below),  the Board of  Directors  of Equity  believes  it
imperative that Equity and the Board of Directors be able to rely upon Executive
to  continue in his  position,  and that Equity be able to receive and rely upon
his  advice,  if  requested,  as  to  the  best  interests  of  Equity  and  its
stockholders  without  concern  that he  might  be  distracted  by the  personal
uncertainties and risks created by such a proposal or threat; and

         Should Equity  receive any such  proposal,  in addition to  Executive's
regular  duties,  he may be  called  upon to assist  in the  assessment  of such
proposals,  advise  management  and the Board of  Directors  as to whether  such
proposal would be in the best interests of Equity and its  stockholders,  and to
take such other actions  above and beyond his regular  duties as the Board might
determine to be appropriate;

         NOW,  THEREFORE,  to  assure  Equity  that it will  have the  continued
dedication  of  Executive  and  the  availability  of  his  advice  and  counsel
notwithstanding the possibility,  threat or occurrence of an effort to take over
control of Equity, and to induce Executive to remain in the employ of Equity and
for  other  good and  valuable  consideration,  Equity  and  Executive  agree as
follows:


         I. Services During Certain Events. In the event a third person begins a
tender or exchange  offer,  circulates a proxy to  stockholders,  or takes other
steps to effect a Change in Control (as defined below), Executive agrees that he
will not voluntarily  leave the employ of Equity on less than six months written
notice to the  Chairman  of the Board of Equity,  and will  render the  services
expected of the shareholders of Equity,  until the third person has abandoned or
terminated  its  efforts  to  effect  a  Change  in  Control  or for six  months
subsequent  to the  occurrence  of a Change in Control in order to facilitate an
orderly transition.

         1.  Termination  Following  Change in  Control.  Except as  provided in
Section 4 below,  Equity will provide or cause to be provided to  Executive  the
rights and benefits  described in Section 3 below in the event that  Executive's
employment is terminated at any time within two (2) years  following a Change in
Control  (as such term is  defined in this  Section  2) under the  circumstances
stated in (a) or (b) below.


                                        1

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         (a) for  reasons  other  than for  "cause"  (as such term is defined in
Section 4 hereof) or other than as a consequence of Executive's death, permanent
disability or voluntary retirement.

         (b) by  Executive  following  the  occurrence  of any of the  following
events:

         (i) a substantial reduction in Executive's duties or responsibilities;

         (ii) the  reduction of  Executive's  annual base salary,  including any
deferred portions of it;

         (iii) the transfer of Executive to a location requiring a change in his
residence or a material  increase in the amount of travel  normally  required of
Executive in connection with his employment; or

         If a Change in Control shall occur prior to or during any renewal term,
as set forth in Section 6 below,  Executive  shall be entitled to the rights and
benefits provided for in this Section 2 notwithstanding  any other provisions to
the contrary in this Agreement.

         For  purposes of this  agreement,  a "change in control of the company"
means a change in control of a nature  that would be  required to be reported in
response to Item 6(e) of Schedule 14A of Regulation  14A  promulgated  under the
Securities  Exchange Act of 1934;  provided  that,  without  limitation,  such a
change in control shall be deemed to have occurred if:

         (A) any "person"  (as such term is used in Sections  13(d) and 14(d) of
the Securities Exchange Act of 1934) other than the company or any person who on
the date  hereof is a  director  or officer  of the  company  is or becomes  the
beneficial owner (as defined in Rule 13d-3 under the Securities  Exchange Act of
1934)  directly or  indirectly,  of  securities of the company  representing  20
percent  of  the  combined  voting  power  of  the  company's  then  outstanding
securities;  or (B) there is a merger or  consolidation  of the Company in which
the  Company  does not  survive as an  independent  public  company;  or (C) the
business or businesses  of the Company for which your  services are  principally
performed  are  disposed  of by the  Company  pursuant  to a partial or complete
liquidation of the Company, a sale of assets of the Company, or otherwise.

         2.  Rights  and  Benefits  Upon  Termination.   In  the  event  of  the
termination of Executive's  employment under any of the  circumstances set forth
in  Section 2 hereof  ("Termination"),  Equity  agrees to provide or cause to be
provided to Executive the following rights and benefits:

         (a)  Salary  and Other  Payments  at  Termination.  Executive  shall be
entitled to receive  payment in cash in the amount of two (2) times  Executive's
average Annual  Earnings (as such term is defined in this Section  3(a)),  which
for purposes of this  Agreement  shall be deemed to be the "base amount" as that
term is defined in Section 280G of the Internal Revenue Code of 1986, as amended
during the most recent  five-year fiscal periods (or the period during which the
Executive  has been employed by Equity or any of its  subsidiaries  if less than
five  years).  However,  if such  amount  exceeds  limits  provided  in the then
existing  provisions  of the  Internal  Revenue Code for the  imposition  of tax
penalties on such  payments,  the amount shall be reduced to the highest  amount
allowed to avoid such penalties.


                                        2

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     For purposes of this  Agreement,  "Annual  Earnings" shall mean the amounts
earned  by  Executive   for  personal   service   rendered  to  Equity  and  its
subsidiaries,  as reportable on Treasury Department Form W-2, including bonuses,
if any, paid or accrued to Executive for the most recently  ended  calendar year
prior  to the  date of  Termination.  Earnings  shall  not  include  any  income
attributable  to grants of and dividends on shares awarded  (whether as options,
stock appreciation rights,  restricted stock or any other form) under the Equity
1993  and 2000  Stock  Option  Plans  or  Incentive  Stock  Option  Plans or any
successor thereto.

     (b) Plan Benefits under Equity's Profit Sharing Plan.  Except to the extent
expressly  Prohibited  by  any  applicable  law  or  regulation,   any  and  all
restrictions,  vesting  schedules or Schedule of exercise provided in the Equity
Profit Sharing  Retirement Plan (or any successor to it) shall immediately lapse
and Executive shall be entitled  immediately to receive all benefits  previously
granted him under that plan.

     (c) Insurance and Other  Special  Benefits.  For a period of two (2) years,
Executive shall continue to be covered by the life insurance, medical insurance,
and accident and disability  insurance  plans of Equity and its  subsidiaries or
any successor plan or program in effect at or after Termination for employees in
the same class or category as was Executive prior to his Termination, subject to
the terms of such plans and to Executive's making any payments therefor required
of  employees  in the  same  class or  category  as was  Executive  prior to his
Termination.  In the event  Executive is ineligible to continue to be so covered
under the terms of any such benefit plan or program,  or, in the event Executive
is eligible but the  benefits  applicable  to  Executive  under any such plan or
program  after  Termination  are not  substantially  equivalent  to the benefits
applicable to Executive immediately prior to Termination,  then, for a period of
two (2) years, Equity shall provide such substantially  equivalent benefits,  or
such additional  benefits as may be necessary to make the benefits applicable to
Executive  substantially  equivalent  to those  in  effect  before  Termination,
through other sources;  provided,  however, that if during such period Executive
should  enter  into  the  employ  of  another   company  or  firm,   Executive's
participation  in the comparable  benefit  provided by Equity either directly or
through such other  sources  shall cease.  Nothing  contained in this  paragraph
shall be deemed  to  require  or permit  termination  or  restriction  of any of
Executive's  coverage  under  any  plan  or  program  of  Equity,  or any of its
subsidiaries  or any  successor  plan or program  thereto to which  Executive is
entitled under the terms of such plan.

     (d) Other  Benefit  Plans.  The specific  arrangements  referred to in this
Section 3 are not intended to exclude Executive's Participation in other benefit
plans in which  Executive  currently  participates  or which  are or may  become
available to executive personnel generally in the class or category of Executive
or to preclude other  compensation or benefits as may be authorized by the Board
of Directors from time to time.


                                        3

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         (e) No Duty to Mitigate. Executive's entitlement to benefits under this
plan  shall not be  governed  by any duty to  mitigate  his  damages  by seeking
further  employment  nor offset by any  compensation  which he may receive  from
future employment.

         (f)  Payment  Obligations  Absolute.  Unless  Section 4 is  applicable,
Equity's  obligation to pay or cause to be paid to Executive the benefits and to
make  the  arrangements  provided  in this  Section  3  shall  be  absolute  and
unconditional and shall not be affected by any circumstances,  including without
limitation, any set off, counterclaim, recoupment, defense or other right, which
Equity may have against him or anyone else. All amounts  payable by or on behalf
of Equity under this agreement shall, unless specifically stated to the contrary
in this agreement, be paid without notice or demand. Each and every payment made
hereunder  by or on  behalf  of  Equity  shall  be  final  and  Equity  and  its
subsidiaries  shall not, for any reason  whatsoever,  seek to recover all or any
part of such payment from Executive or from whomever shall be entitled thereto.

         3.  Conditions  to the  Obligations  of  Equity.  Equity  shall have no
obligation  to  provide  or cause to be  provided  to  Executive  the rights and
benefits  described in Section 3 hereof if either of the following  events shall
occur:

         (a) Termination  for Cause.  If Executive  engages in serious or wilful
misconduct  which  is  detrimental  to the  Company  or its  shareholders  or is
convicted of a felony.

         (b)  Resignation  as  Director  or Officer.  If  executive  shall fail,
promptly after  Termination  and upon  receiving a written  request to do so, to
resign as a director  and/or officer of Equity and each subsidiary and affiliate
of Equity of which he is then serving as a director and/or officer.

         4.   Cooperation.   Executive  agrees  that,  at  all  times  following
Termination,  he will furnish such  information  and render such  assistance and
cooperation as may reasonably be requested in connection  with any litigation or
legal proceedings  concerning Equity or any of its subsidiaries  (other than any
legal proceedings  concerning Executive's  employment).  In connection with such
cooperation,  Equity will pay or reimburse Executive for all reasonable expenses
incurred in cooperating with such requests.

         5. Term of Agreement. Subject to Section 2 hereof, this Agreement shall
terminate on December 31, 2001;  provided,  however,  that this Agreement  shall
automatically  renew  for  successive  one-year  terms  unless  Equity  notifies
Executive in writing at least 60 days prior to the expiration  date that it does
not desire to renew the Agreement for an additional term; and provided  further,
however,  that such notice  shall not be given and if given shall have no effect
(i) within two (2) years  after a Change in Control or (ii) during any period of
time when Equity has reason to believe  that any third person has begun a tender
or exchange offer,  circulated a proxy to stockholders,  or taken other steps or
formulated plans to effect a Change in Control, such period of time to end when,
in the opinion of the Compensation Committee,  the third person has abandoned or
terminated his efforts or plans to effect a Change in Control.


                                        4

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         6. Expenses.  Equity shall pay or reimburse Executive for all costs and
expenses,  including,  without  limitation,  court  costs and  attorneys'  fees,
incurred  by  Executive  as a result  of any  claim,  action  or  proceeding  by
Executive  against  Equity  arising  out of,  or  challenging  the  validity  or
enforceability of, this Agreement or any provision of this agreement.

         7. Miscellaneous.  (a) Assignment.  No right, benefit or interest under
this agreement shall be subject to assignment,  anticipation,  alienation, sale,
encumbrance,  charge, pledge,  hypothecation or set-off in respect of any claim,
debt or  obligation,  or to  execution,  attachment,  levy or  similar  process;
provided,  however,  that  Executive  may assign any right,  benefit or interest
under this agreement if such assignment is permitted under the terms of any plan
or policy of  insurance or annuity  contract  governing  such right,  benefit or
interest.

         (b)  Construction  of  Agreement.  Nothing in this  Agreement  shall be
construed  to amend any  provision of any plan or policy of Equity other than as
specifically  stated  here.  This  Agreement  is not,  and nothing here shall be
deemed to create an employment  contract between  Executive and Equity or any of
its subsidiaries. Executive acknowledges that the rights of Equity employing him
to change or reduce at any time and from time to time his  compensation,  title,
responsibilities,  location and all other aspects of the employment relationship
or to discharge him prior to a Change in Control shall remain wholly  unaffected
by the provisions of this Agreement. No waiver by either party to this Agreement
at any time of any breach by the other party to this agreement, or noncompliance
with any condition or provision of this  Agreement to be performed by such other
party shall be deemed a waiver of that or of any  provision or  condition.  This
Agreement  sets forth the entire  agreement  of the parties here on the subjects
addressed here and no agreements or  representations  express or implied on such
subjects  have been made by either  party which are not set forth  expressly  in
this Agreement.

         (c) Amendment.  This Agreement may not be amended, modified or canceled
except by written agreement of the parties.

         (d) Waiver.  No provision of this  Agreement  may be waived except by a
writing signed by the party to be bound thereby.

         (e)  Severability.  In the event that any  provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining  provisions of this Agreement shall remain in full force and effect to
the fullest extent permitted by law.

         (f)  Successors.  This Agreement shall be binding upon and inure to the
benefit of Executive and his personal  representative  and heirs, and Equity and
any successor organization or organizations which shall succeed to substantially
all of the  business  and  property  of  Equity  whether  by  means  of  merger,
consolidation,  acquisition  of  substantially  all of the  assets  of Equity or
otherwise,  including  by  operation  of  law.  References  here to  duties  and
obligations  of Equity  following a Change in Control are binding upon and shall
be the joint and  several  liability  of Equity or any  successor  of it and all
subsidiaries of Equity and any successors of any of them.


                                        5

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         (g) Taxes. Any payment or delivery  required under this Agreement shall
be subject to all  requirements  of the law with regard to withholding of taxes,
filing, making of reports and the like, and Equity shall use its best efforts to
satisfy promptly all such requirements.

         (h) Governing Law. This  Agreement  shall be governed by the law of the
State of Colorado.

         IN WITNESS,  the parties have executed this Agreement as of the day and
year first above written.



Date: January 3, 2001              /s/ RUSSELL V. FLORENCE




Date: January 3, 2001              /s/ JOSEPH C. BENNETT
                                       Chairman,  Compensation Committee of the
                                       Board of Directors of Equity Oil Company


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