MAGNUM HUNTER RESOURCES INC
AGREEMENT TO VOTE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>f8-mergervoteagmt.txt
<DESCRIPTION>AGREEMENT TO VOTE
<TEXT>
                                AGREEMENT TO VOTE


     THIS  AGREEMENT  TO VOTE (this  "Agreement")  is made and entered into this
17th day of  December,  by and between  Natural Gas Partners V, L.P., a Delaware
limited partnership ("Stockholder"),  Prize Energy Corp., a Delaware corporation
(the "Company") and Magnum Hunter Resources, Inc., a Nevada corporation ("MHR").

                                    RECITALS

     A. The Company and MHR ("MHR")  propose to enter into an Agreement and Plan
of Merger (the  "Merger  Agreement"),  pursuant to which the Company  will merge
with and into Pintail Energy,  Inc., a wholly-owned  subsidiary of MHR, with the
Company  becoming a wholly-owned  subsidiary of MHR, and the stockholders of the
Company  will  receive  a  combination  of cash  and  common  stock  in MHR (the
"Merger").

     B.  Stockholder  owns 7,326,821 shares of Common Stock, par value $0.01 per
share, of the Company (the "Subject Shares").

     C. As an  inducement  to the  Company  and MHR to proceed  with the Merger,
Stockholder has offered to enter into this Agreement.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual premises,
covenants and agreements  contained herein, the parties hereto,  intending to be
legally bound, hereby agree as follows:

     1.  Agreement  to Vote for Merger.  Stockholder  agrees to vote the Subject
Shares in favor of the Merger, pursuant to the terms of the Merger Agreement, at
any  meeting  of  the  stockholders  of  the  Company  (or  any  adjournment  or
postponement thereof) called for the purpose of considering the Merger; provided
that,  Stockholder  shall not be obligated to vote in favor of the Merger if the
Board of Directors of the Company  shall have received an  Alternative  Proposal
and has determined that such proposal is a Superior  Proposal in accordance with
the provisions of Section 5.4 of the Merger Agreement.

     2.  Representations and Warranties of Stockholder.  Stockholder  represents
and warrants to the Company as follows:

     2.1 Ownership of Shares.  Stockholder is the record and beneficial owner of
the Subject  Shares,  free and clear of all liens,  encumbrances,  restrictions,
options,  warrants,  rights to purchase and claims of every kind, other than the
encumbrances   created  by  this  Agreement,   restrictions  on  transfer  under
applicable  Federal and state securities laws and under that certain Amended and
Restated Voting and  Stockholders  Agreement among the Company,  Stockholder and
certain other stockholders of the Company.

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     2.2 Power;  Binding Agreement;  No Conflict.  Stockholder has the authority
under its  partnership  agreement  and under  applicable  law to enter  into and
perform all of Stockholder's  obligations  under this Agreement.  This Agreement
has been duly executed and  delivered by  Stockholder  and  constitutes a legal,
valid and binding  agreement of Stockholder,  enforceable in accordance with its
terms,  except  as  the  enforcement  thereof  may  be  limited  by  bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium and similar laws,
now or hereafter in effect affecting creditors' rights and remedies generally or
general  principles  of  equity.  Neither  the  execution  or  delivery  of this
Agreement nor the consummation by Stockholder of the  transactions  contemplated
hereby will  constitute a violation  of,  conflict  with or constitute a default
under, any contract, commitment, agreement, understanding,  arrangement or other
restriction of any kind to which  Stockholder is a party or by which Stockholder
is bound.

     3. Termination.  This Agreement shall terminate on the earliest to occur of
the following:

     (a) the date on which the parties  mutually  agree in writing to  terminate
this Agreement;

     (b) the date on which the transactions contemplated by the Merger Agreement
are consummated;

     (c)  prior to the  consummation  of the  transactions  contemplated  by the
Merger Agreement,  upon the termination of the Merger Agreement  pursuant to its
terms; and

     (d) June 30, 2002.

     4.  Notices.  All notices or other  communications  required  or  permitted
hereunder shall be given in the manner,  and to the notice  addresses,  provided
for in the Merger  Agreement  (and with  respect to  Stockholder,  at the notice
address provided for in the form of Registration  Rights  Agreement  attached to
the Merger Agreement).

     5. Entire  Agreement;  Amendment.  This  Agreement  constitutes  the entire
agreement  between the Parties  with  respect to the  subject  matter  contained
herein and  supersedes  all prior  agreements  and  understandings  between  the
Parties with respect to such subject matter. This Agreement may not be modified,
amended,  altered or supplemented  except by an agreement in writing executed by
all of the parties hereto.

     6. Governing Law. This Agreement, and all matters relating hereto, shall be
governed by, and construed in accordance with the laws of the State of Delaware,
without giving effect to the principles of conflicts of laws thereof.

     7. Specific  Enforcement.  The parties agree that irreparable  damage would
occur  in the  event  that  any of the  provisions  of this  Agreement  were not
performed in accordance  with their specific  terms or were otherwise  breached.
Accordingly,  the parties shall be entitled to an injunction or  injunctions  to
prevent  breaches of this  Agreement and to enforce  specifically  the terms and

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provisions  of this  Agreement,  this being in addition  to any other  remedy to
which they are entitled at law or in equity.

     8. Third  Party  Beneficiaries.  Nothing in this  Agreement,  expressed  or
implied,  shall be construed to give any person other than the Parties any legal
or equitable right,  remedy or claim under or by reason of this Agreement or any
provision contained herein.

     9.  Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed to be an original  and all of which
together shall constitute one and the same document.


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     IN WITNESS  WHEREOF,  the parties  have each caused  this  Agreement  to be
executed  by their duly  authorized  officers as of the day and year first above
written.


                                COMPANY

                                PRIZE ENERGY CORP.


                                By:  /s/Philip B. Smith
                                     -----------------------------------------
                                     Philip B. Smith
                                     Chairman and Chief Executive Officer


                                MHR

                                MAGNUM HUNTER RESOURCES, INC.



                                By:  /s/Gary C. Evans
                                     -----------------------------------------
                                Name: Gary C. Evans
                                      ----------------------------------------
                                Title: Chairman, President and CEO
                                       ---------------------------------------


                                STOCKHOLDER

                                NATURAL GAS PARTNERS V, L.P.
                                By: G.F.W. Energy V, L.P., general partner
                                By:  GFW V, L.L.C., general partner


                                By:  /s/David Albin
                                    ------------------------------------------
                                     David Albin, Authorized Member




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