DORCHESTER MINERALS LP
EMPLOYEE INDEMNITY AGREEMENTS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>q0204_exh101.txt
<DESCRIPTION>EMPLOYEE INDEMNITY AGREEMENTS
<TEXT>
Exhibit 10.1


                           Form of Indemnity Agreement



                               INDEMNITY AGREEMENT


     This Agreement is made and entered into as of this ___ day of ____________,
2004, by and between Dorchester Minerals, L.P., a Delaware limited partnership
(the "Company") and _____________ ("Indemnitee"), who has served or is currently
serving the Company, Dorchester Minerals Management LP, a Delaware limited
partnership (the "General Partner"), Dorchester Minerals Management GP LLC, a
Delaware limited liability company (the "Managing General Partner"), Dorchester
Minerals Operating LP, a Delaware limited partnership (the "Operating
Partnership") or a Subsidiary (as hereinafter defined) in the capacity of an
officer, director, employee, manager and/or agent thereof;

                                    RECITALS

     A. The officers, directors, employees, managers and agents of the Company,
the General Partner, the Managing General Partner, the Operating Partnership and
the Subsidiaries are responsible for managing the Company's business.

     B.  The Company is aware that competent and experienced persons are
increasingly reluctant to serve as officers, directors, employees, managers or
agents of public companies unless they are protected by comprehensive liability
insurance or indemnification, due to increased exposure to litigation costs and
risks resulting from their service to such companies, and due to the fact that
the exposure frequently bears no reasonable relationship to the compensation of
such officers, directors, employees, managers and agents.

     C. The statutes and judicial decisions regarding the duties of officers,
directors, employees, managers and agents are often difficult to apply,
ambiguous, or conflicting, and therefore fail to provide such officers,
directors, employees, managers and agents with adequate, reliable knowledge of
legal risks to which they are exposed or information regarding the proper course
of action to take.

     D.  Plaintiffs often seek damages in such large amounts and the costs of
litigation may be so enormous (whether or not the case is meritorious), that the
defense and/or settlement of such litigation is often beyond the personal
resources of managers, directors, officers and agents.

     E. The Company believes that it is unfair for the officers, directors,
employees, managers and agents of the Company, the General Partner, the Managing
General Partner, the Operating Partnership and the Subsidiaries to assume the
risk of judgments and other expenses which may occur in cases in which the
officer, director, employee, manager or agent received no personal profit and in
cases where the officer, director, employee, manager or agent was not culpable.

     F. The Company recognizes that the issues in controversy in litigation
against an officer, director, employee, manager or agent of a public company
such as the Company are often related to the knowledge, motives and intent of
such officer, director, employee, manager
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or agent, that he is usually the only witness with knowledge of the
essential facts and exculpating circumstances regarding such matters, and that
the long period of time which usually elapses before the trial or other
disposition of such litigation often extends beyond the time that the officer,
director, employee, manager or agent can reasonably recall such matters; and may
extend beyond the normal time for retirement for such manager, officer or agent
with the result that he, after retirement or in the event of his death, his
spouse, heirs, executors or administrators, may be faced with limited ability
and undue hardship in maintaining an adequate defense, which may discourage such
officer, director, employee, manager or agent from serving in that position.

     G. The Company has concluded that to retain and attract talented and
experienced individuals to serve as officers, directors, employees, managers and
agents of the Company, the General Partner, the Managing General Partner, the
Operating Partnership and the Subsidiaries, and to encourage such individuals to
take the business risks necessary for the success of the Company, it is
necessary for the Company to contractually indemnify its officers, directors,
employees, managers and agents and the officers, employees, managers and agents
of the Company, the General Partner, the Managing General Partner, the Operating
Partnership and the Subsidiaries and to assume for itself maximum liability for
expenses and damages in connection with claims against such officers, directors,
employees, managers and agents in connection with their service to the Company,
the General Partner, the Managing General Partner, the Operating Partnership and
the Subsidiaries and has further concluded that the failure to provide such
contractual indemnification could result in great harm to the Company and its
unitholders.

     H. Section 108 of the Delaware Revised Uniform Limited Partnership Act (the
"Act"), under which the Company is organized ("Section 108"), empowers the
Company to indemnify its partners and others from and against any and all claims
and demands whatsoever.

     I. The Amended and Restated Agreement of Limited Partnership sets forth
certain provisions relating to the indemnification of, and advancement of
expenses to, officers and managers (among others), and is specifically not
exclusive of other rights to which those indemnified thereunder may be entitled
under any governing documents of the Company, agreements, vote of partners or
disinterested managers or otherwise, and, thus, does not by itself limit the
extent to which the Company may indemnify persons;

     J. The Indemnitee has previously served as an officer, director, employee,
manager or agent of the Company, the General Partner, the Managing General
Partner, the Operating Partnership or a Subsidiary and/or the Company desires
and has requested the Indemnitee to serve or continue to serve as an officer,
director, employee, manager or agent of the Company, the General Partner, the
Managing General Partner, the Operating Partnership or a Subsidiary free from
undue concern for claims for damages arising out of or related to such services.

     K.  Indemnitee previously served, is willing to serve or to continue to
serve, the Company, the General Partner, the Managing General Partner, the
Operating Partnership and/or a Subsidiary, in reliance on the furnishing of the
indemnity provided for herein.

<page>

                                    AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:

     1.  DEFINITIONS.

        (a) AGENT. For the purposes of this Agreement, "Agent" means any person
who (i) is or was an officer, director, employee, manager or other agent of the
Company, the General Partner (as the general partner of the Company), the
Managing General Partner (as the general partner of the general partner of the
Company), the Operating Partnership (as the operating partnership of the General
Partner as the general partner of the Company) and/or a Subsidiary; (ii) is or
was serving at the request of, for the convenience of, or to represent the
interests of the Company, the General Partner (as the general partner of the
Company), the Managing General Partner (as the general partner of the general
partner of the Company), the Operating Partnership (as the operating partnership
of the General Partner as the general partner of the Company) and/or a
Subsidiary as an officer, director, employee, manager or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise; or (iii) was an officer, director, employee, manager or agent of a
foreign or domestic corporation which was a predecessor corporation of the
Company, the General Partner (as the general partner of the Company), the
Managing General Partner (as the general partner of the general partner of the
Company), the Operating Partnership (as the operating partnership of the General
Partner as the general partner of the Company) and/or a Subsidiary, or was an
officer, director, employee, manager or agent of another enterprise at the
request of, for the convenience of, or to represent the interests of such
predecessor corporation.

        (b) DISINTERESTED MANAGER. For purposes of this Agreement,
"Disinterested Manager" means a manager of the board of managers of the Managing
General Partner of the Company who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee.

        (c) EXPENSES. For purposes of this Agreement, "Expenses" include all out
of pocket costs of any type or nature whatsoever (including, without limitation,
all reasonable attorneys' fees, retainers, court costs, transcript costs, fees
of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, the premium,
security for, and other costs relating to any cost bond, supersedeas bond, or
other appeal bond or its equivalent and all other disbursements or expenses of
the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, or being or preparing to be a
witness in, or otherwise involved in, a Proceeding or appeal resulting from any
Proceeding), actually and reasonably incurred by the Indemnitee in connection
with either the investigation, being a witness in, defense or appeal, or
preparing the defense or appeal, or the settlement of a Proceeding or
establishing or enforcing the right to indemnification under this Agreement, the
Amended and Restated Agreement of Limited Partnership or Section 108 or
otherwise. 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" will also include such amounts as are necessary to place Indemnitee
in the same
 <page>

after-tax position, after giving effect to all applicable taxes, Indemnitee
would have been in had such tax not have been determined to apply to those
payments.

        (d) INDEPENDENT COUNSEL. For purposes of this Agreement "Independent
Counsel means a law firm, or a member of a law firm, selected solely by the
Indemnitee that is experienced in matters of corporate law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company,
the General Partner, the Managing General Partner, the Operating Partnership or
a Subsidiary or Indemnitee in any matter material to either such party (other
than with respect to matters concerning the Indemnitee under this Agreement, or
of other indemnitees under similar indemnification agreements), 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. The Company agrees to pay the reasonable fees and expenses
of the Independent Counsel referred to above and to fully indemnify such counsel
against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto and such
Independent Counsel shall be an intended third party beneficiary of this
covenant.

        (e) PROCEEDING. For the purposes of this Agreement, "Proceeding" means
any threatened, pending, or completed action, suit or other proceeding or any
inquiry or investigation, whether conducted by the Company or any other party,
including any governmental agency, which the Indemnitee in good faith believes
might lead to, or does result in, the institution of any such action, suit or
proceeding whether civil, criminal, administrative, arbitrational, investigative
or otherwise.

        (f) SUBSIDIARY. For purposes of this Agreement, "Subsidiary" means any
corporation of which more than 50% of the outstanding voting securities is owned
directly or indirectly by the Company, by the Company and one or more other
subsidiaries, or by one or more other subsidiaries, and any partnership or
limited liability company of which more than 50% of the outstanding equity is
owned directly or indirectly by the Company, by the Company and one or more
other subsidiaries, or by one or more other subsidiaries.

     2. AGREEMENT TO SERVE. The Indemnitee has previously served as an Agent
and/or agrees to serve and/or continue to serve as an Agent, at its will (or
under separate agreement, if such agreement exists), in the capacity Indemnitee
currently serves as an Agent for so long as he is duly elected or appointed and
qualified or until such time as he tenders his resignation; provided, however,
that nothing contained in this Agreement is intended to create any right to
continued employment by Indemnitee or any obligation requiring Indemnitee to
continue to serve in such capacity.

     3. MANDATORY INDEMNIFICATION. Subject to Section 7, the Company shall
indemnify the Indemnitee as follows:
<page>
        (a) SUCCESSFUL DEFENSE. To the extent the Indemnitee has been successful
on the merits or otherwise in defense of any Proceeding (including, without
limitation, an action by or in the right of the Company) to which the Indemnitee
was a party by reason of the fact that he is or was an Agent at any time, or by
reason of anything done or not done by him in such capacity, the Company shall
indemnify the Indemnitee against any and all Expenses and liabilities of any
type whatsoever reasonably incurred by him in connection with such Proceeding.

        (b) THIRD PARTY ACTIONS. If the Indemnitee is a person who was or is a
party or is threatened to be made a party to any Proceeding (other than an
action by or in the right of the Company) by reason of the fact that he is or
was an Agent, or by reason of anything done or not done by him in any such
capacity, the Company shall indemnify the Indemnitee against any and all
Expenses and liabilities of any type whatsoever reasonably incurred by him in
connection with such Proceeding, provided the Indemnitee 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 its unitholders, and, with respect to any criminal action or
Proceeding, had no reasonable cause to believe his conduct was unlawful.

        (c) DERIVATIVE ACTIONS. If the Indemnitee is a person who was or is a
party or is threatened to be made a party to any Proceeding by or in the right
of the Company by reason of the fact that he is or was an Agent, or by reason of
anything done or not done by him in any such capacity, the Company shall
indemnify the Indemnitee against any and all Expenses and liabilities of any
type whatsoever reasonably incurred by him in connection with such Proceeding,
provided the Indemnitee 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 its
unitholders; except that no indemnification under this subsection 3(c) shall be
made in respect to any claim, issue or matter as to which such person shall have
been finally adjudged to be liable to the Company by a court of competent
jurisdiction unless and only to the extent that the court in which such
Proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such amounts which the
court shall deem proper.

        (d) WITNESS. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee is, by reason of the fact that Indemnitee is or was
an Agent, a witness in any Proceeding to which  Indemnitee is not a party, he
shall be indemnified against any and all Expenses and liabilities of any type
whatsoever reasonably incurred by Indemnitee (or on his behalf) in connection
therewith.

        (e) ACTIONS WHERE INDEMNITEE IS DECEASED. If the Indemnitee is a person
who was or is a party or is threatened to be made a party to any Proceeding by
reason of the fact that he is or was an Agent, or by reason of anything done or
not done by him in any such capacity, and if prior to, during the pendency of,
or after completion of such Proceeding, Indemnitee becomes deceased, the Company
shall indemnify the Indemnitee's heirs, executors and administrators against any
and all Expenses and liabilities of any type whatsoever reasonably incurred to
the extent Indemnitee would have been entitled to indemnification pursuant to
Sections 3(a), 3(b), or 3(c) were Indemnitee still alive.
<page>
        (f) NO OBLIGATION. Notwithstanding the foregoing, the Company shall not
be obligated to indemnify the Indemnitee for Expenses or liabilities of any type
whatsoever for which payment is actually made to or on behalf of Indemnitee
under a valid and collectible insurance policy of insurance, or under a valid
and enforceable indemnity clause, by-law or agreement.

     4. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of any Expenses or liabilities of any type whatsoever incurred by him in
connection with a Proceeding, but not entitled, however, to indemnification for
all of the total amount hereof, the Company shall nevertheless indemnify the
Indemnitee for such total amount except as to the portion hereof to which the
Indemnitee is not entitled.

     5. MANDATORY ADVANCEMENT OF EXPENSES. Subject to Section 7(a), the Company
shall advance all Expenses incurred by the Indemnitee in connection with any
Proceeding to which the Indemnitee is a party or is threatened to be made a
party by reason of the fact that the Indemnitee is or was an Agent or by reason
of anything done or not done by him in such capacity. Indemnitee hereby
undertakes to repay such amounts advanced only if, and to the extent that, it
shall be determined ultimately that the Indemnitee is not entitled to be
indemnified by the Company as authorized hereby. The advances to be made
hereunder shall be paid by the Company to the Indemnitee within 10 days
following delivery of a written request therefor by the Indemnitee to the
Company.

     6. NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

        (a) NOTICE REQUIRED. Promptly after receipt by the Indemnitee of notice
of the commencement of or the threat of commencement of any Proceeding, the
Indemnitee shall, if the Indemnitee believes that indemnification with respect
thereto may be sought from the Company under this Agreement, notify the Company
in writing of the commencement or threat of commencement thereof.

        (b) REQUIRED COMPANY ACTION. If, at the time of the receipt of a written
notice of the commencement of a Proceeding pursuant to Section 6(a), the Company
has insurance in effect that may cover the Agent, the Company shall give prompt
notice of the commencement of such Proceeding to the insurers in accordance with
the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.

        (c)  DEFENSE OF CLAIMS. Indemnitee shall have the right to employ
Indemnitee's own legal counsel in any Proceeding for which indemnification is
available under this Agreement. The Company may, with the written consent of the
Indemnitee, assume the defense of such Proceeding, with counsel approved by the
Indemnitee.
<page>
        (d) REQUEST FOR INDEMNIFICATION. Upon written request by Indemnitee for
indemnification, a determination with respect to Indemnitee's entitlement
thereto shall be made by any of the following methods as selected solely by the
Indemnitee: (i) by Independent Counsel in a written opinion to the board of
managers of the Managing General Partner of the Company, a copy of which shall
be delivered to Indemnitee; (ii) by a majority vote of the Disinterested
Managers, even though less than a quorum of the board of managers of the
Managing General Partner of the Company, (iii) by a committee of the
Disinterested Managers designated by a majority vote of Disinterested Managers,
even though less than a quorum of the board of managers of the Managing General
Partner of the Company, or (iv) an arbitration panel selected in accordance with
Section 6(e); or (v) by any other group or procedure mutually acceptable to the
Indemnitee and the Company.  If it is so determined that Indemnitee is entitled
to indemnification, payment to Indemnitee shall be made within 10 days after
such determination. Any costs or expenses (including attorneys' fees and
disbursements) incurred by Indemnitee in cooperating with the person, persons or
entity making the determination discussed in this Section 6(d) with respect to
Indemnitee's entitlement to indemnification, 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. In making a determination with respect to
entitlement to indemnification hereunder, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement, and the Company shall have the burden of proof in
overcoming such presumption by clear and convincing evidence. Neither the
failure of the Company (including the board of managers of the Managing General
Partner or independent legal counsel) to have made a determination prior to the
commencement of such action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including the board of
managers of the Managing General Partner or independent legal counsel) that
Indemnitee has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.

        (e) ARBITRATION. Any arbitration to determine entitlement to
indemnification hereunder shall be conducted in accordance with the commercial
arbitration rules of the American Arbitration Association (the "AAA") in effect
at the time of the arbitration, except as they may be modified by mutual
agreement of the parties. The seat of the arbitration shall be Dallas, Texas.
The arbitration shall be conducted by three arbitrators. The Indemnitee shall
appoint an arbitrator in his request for arbitration (the "Request"). The
Company shall appoint an arbitrator within 10 days of receipt of the Request. If
by that date either party has not appointed an arbitrator, then that arbitrator
shall be appointed promptly by the AAA. The first two arbitrators appointed
shall appoint a third arbitrator within 10 days after the Company has notified
Indemnitee of the appointment of the Company's arbitrator or, in the event of a
failure by a party to appoint, within 10 days after the AAA has notified the
parties of its appointment of an arbitrator on behalf of the party failing to
appoint. If the first two arbitrators appointed fail to appoint a third
arbitrator within the time period prescribed above, then the AAA shall appoint
the third arbitrator within 10 days after the expiration of such period. The
award may include an award of costs, including reasonable attorneys' fees and
disbursements. Judgment upon the award may be entered by any court having
jurisdiction thereof or having jurisdiction over the relevant party or its
assets.
<page>
        (f) TIME PERIOD FOR DETERMINATION. In the event the Indemnitee selects
(i)one of the options provided in Section 6(d)(i), (ii) or (iii) to determine
whether Indemnitee is entitled to indemnification and such person or entity
empowered to make the determination shall not have made a determination within
30 days after receipt by the Company therefore or (ii) the option provided in
Section 6(d)(iv) and such arbitration panel shall not have made a determination
within 45 days after selection or appointment of all three arbitrators, the
requisite determination of entitlement to indemnification shall be deemed to
have been made and Indemnitee shall be entitled to such indemnification, absent
(i) a misstatement by Indemnitee of a material fact, or an omission 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. Notwithstanding the
above, such 30-day period or 45-day period, as applicable, may be extended for a
reasonable time, not to exceed an additional 15 days, if the person, persons or
entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto

     7. EXCEPTIONS. Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement:

        (a) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance Expenses to
the Indemnitee with respect to Proceedings or claims initiated or brought
voluntarily by the Indemnitee and not by way of defense, unless (i) such
indemnification is expressly required to be made by law, (ii) the Proceeding was
authorized by the Company, (iii) such indemnification is provided by the
Company, in its sole discretion, pursuant to the powers vested in the Company
under the Act or (iv) the Proceeding is brought to establish or enforce a right
to indemnification under this Agreement or any other statute or law.

        (b) LACK OF GOOD FAITH. To indemnify the Indemnitee for any Expenses
incurred by the Indemnitee with respect to any Proceeding instituted by the
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee in such Proceeding was not made in good faith or was frivolous; or

        (c) UNAUTHORIZED SETTLEMENTS. To indemnify the Indemnitee under this
Agreement for any amounts paid in settlement of a Proceeding unless the Company
consents to such settlement, which consent shall not be unreasonably withheld.

     8. NON-EXCLUSIVITY. The provisions for indemnification and advancement of
Expenses set forth in this Agreement shall not be deemed exclusive of any other
rights which the Indemnitee may have under any provision of law, the Company's
Certificate of Limited Partnership, the Company's Amended and Restated Agreement
of Limited Partnership, the vote of the Company's unitholders, other agreements,
or otherwise, both as to action in his official capacity and to action in
another capacity while occupying his position as an Agent, and the Indemnitee's
rights hereunder shall continue after the Indemnitee has ceased acting as an
Agent and shall inure to the benefit of the heirs, executors and administrators
of the Indemnitee.

     9. ENFORCEMENT. Any right to indemnification or advances granted by this
Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in
any court of competent jurisdiction if (i) the claim for indemnification or
advances is denied, in whole or in part, (ii) advancement of Expenses is not
made within the time period contained in Section 5, (iii) no disposition of such
claim is made within the applicable time periods contained in Sections 6(f),
(iv) payment of indemnification is not made pursuant to Section 3(a) or (d)
within 10 days after receipt by the Company for a written request therefore, or
(v) payment of indemnification is not made pursuant to Section 3(b) or (c)
within 10 days after a determination has been made that Indemnitee is entitled
to indemnification. Indemnitee, in such enforcement action, if successful in
whole or in part, shall be entitled to be paid also the Expenses of prosecuting
his claim. It shall be a defense to any action for which a claim for
indemnification is made under this Agreement (other than an action brought to
enforce a claim for Expenses pursuant to Section 5) that Indemnitee is not
entitled to indemnification because of the limitations set forth in Sections 3
and 7. Neither the failure of the Company to have made a determination prior to
the commencement of such enforcement action that indemnification of Indemnitee
is proper in the circumstances, nor an actual determination by the Company that
such indemnification is improper, shall be a defense to the action or create a
presumption that Indemnitee is not entitled to indemnification under this
Agreement or otherwise. Any judicial proceeding commenced pursuant to this
Section 9 shall be conducted in all respects as a de novo trial on the merits.
If a determination shall have been made that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any
judicial proceeding commenced pursuant to this Section 9, absent (i) a
misstatement by Indemnitee of a material fact, or an omission 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. The Company shall be precluded from
asserting in any judicial proceeding commenced pursuant to this Section 9 that
the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court that the Company is bound by
all the provisions of this Agreement.

     10. SUBROGATION. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

     11. SURVIVAL OF RIGHTS.

        (a) CONTINUATION OF AGREEMENTS. All agreements and obligations of the
Company contained herein shall continue during the period Indemnitee serves as
an Agent and shall continue after Indemnitee has ceased to serve as an Agent so
long as Indemnitee shall be subject to any possible claim or threatened, pending
or completed action, suit or Proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Indemnitee was
serving in the capacity referred to herein.

        (b) ASSUMPTION REQUIRED. The Company shall require any successor to the
Company (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or

<page>
substantially all of the business or assets of the Company, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken
place.

     12. INTERPRETATION OF AGREEMENT. It is understood that the parties hereto
intend this Agreement to be interpreted and enforced so as to provide
indemnification to the Indemnitee to the fullest extent permitted by law
including those circumstances in which indemnification would otherwise be
discretionary.

     13. SEVERABILITY. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of the
Agreement (including without limitation, all portions of any paragraphs of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (ii) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, all
portions of any paragraph of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable and to give
effect to Section 12.

     14. 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.

     15. NOTICE. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee or (ii) if mailed by
certified or registered mail with postage prepaid, on receipt or rejection by
the addressee. Addresses for notice to either party are as shown on the
signature page of this Agreement, or as subsequently modified by written notice.

     16. GOVERNING LAW. This Agreement shall be governed exclusively by and
construed according to the laws of the State of Delaware as applied to contracts
between Delaware residents entered into and to be performed entirely within
Delaware.


<page>

The parties hereto have entered into this Indemnity Agreement effective as of
the date first above written.


                                 THE COMPANY:

                                 DORCHESTER MINERALS, L.P.
                                 a Delaware limited partnership

                                 By:      Dorchester Minerals Management LP,
                                          a Delaware limited partnership,
                                          Its General Partner

                                 By:      Dorchester Minerals Management GP LLC,
                                          a Delaware limited liability company
                                          Its General Partner

                                 By:
                                 Title:
                                 Address:

                                 INDEMNITEE:

                                 By:
                                     (Indemnitee's Printed Name)
                                      Address:


</TEXT>
</DOCUMENT>
