RAM ENERGY INC/OK
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

                                                                    Exhibit 10.8
                                December 1, 2000

Mr. Larry G. Rampey, Vice President
RAM Energy, Inc.
5100 East Skelly Drive, Suite 650
Tulsa, OK 74135

     RE:  Employment and Severance Agreement

Dear Larry:

     This letter agreement (this "Agreement"),  when executed by you in the time
and manner  hereinafter  provided,  will  constitute an employment and severance
agreement  between you and RAM Energy,  Inc. (the  "Company"),  superseding  all
existing  employment,  severance  and  similar  agreements  between  you and the
Company; provided, however, that the existing Employment and Severance Agreement
between you and the Company  dated  January 1, 2000  through  December  31, 2000
shall remain in effect  until  execution  of this  agreement.  The terms of this
Agreement are as follows:

     1. Term.  The term of this Agreement  shall  commence  January 1, 2001, and
shall continue until December 31, 2001

     2. Title; Duties. Your job title will be "Senior Vice President Operations"
of the Company.  You will perform duties  commensurate with your position and as
assigned to you by the  President or Chairman of the Company or their  designee.
During the term of this  Agreement  you will devote your full time and attention
during  normal  business  hours to the  business  of the Company and will not be
employed by or perform any professional work or services,  including consulting,
for any other person, firm or entity.

     3. Salary.  Your base salary will be  $13,691.66  per month,  payable twice
monthly in equal  installments,  less  applicable  withholding and other payroll
taxes and deposits.  Additionally,  you will receive life, disability and health
insurance,  expense  account  and  other  benefits  as are  available  to  other
non-director  officers of the Company,  and annual paid  vacation in  accordance
with Company Policy 314, Vacation Benefits, during the term hereof.

     4.   Termination of Employment.

     4.1 By the Company. Your employment may be terminated by the Company at any
time upon two weeks prior written notice (except where  termination is for gross
neglect of your duties,  breach by you of the terms of this Agreement or willful
misconduct,  hereinafter referred to as "Good Cause", in which event termination
may be effective immediately upon notice).  Subject to the provisions in Section
4.3 hereof regarding  termination of employment  following a "Change of Control"
(as  hereinafter  defined),  in the event your  employment  is terminated by the
Company at any time (i) prior to June 30, 2001 (other than for Good Cause),  you
will be entitled to receive as a severance  payment (A) an amount  equal to your
monthly base salary times the number of months (pro rated for any partial  month
if the effective date of termination is other than the end of a month) remaining
until  the  expiration  of the term  hereof,  plus (B) an  amount  equal to your
monthly base salary  times the number of years (pro rated for any partial  year)
you have been  employed by the Company,  or (ii) after June 30, 2001 (other than
for Good Cause),  you will be entitled to receive as a severance  payment (A) an
amount equal to six (6) times your monthly base salary, plus (B) an amount equal
to your monthly base salary times the number of years (pro rated for any partial
year) you have been employed by the Company, all less applicable withholding and
other  payroll taxes and deposits.  For purposes of the  foregoing,  the date of
your initial employment with the Company shall be conclusively  determined to be
June 1, 1989, such that each full year of your employment with the Company shall
end on May 31 of each subsequent  year. In addition to the payment  described at
(i) or (ii)  above,  whichever  is  applicable,  you also shall be  entitled  to
receive  payment for  accrued but unused  vacation  based on your  monthly  base
salary.  In the event your  employment  is terminated by the Company at any time
for Good Cause, you shall not be entitled to receive any severance payment other
than for accrued but unused vacation. In the event the Company fails to make any
salary payment due under this Agreement within five (5) days after the due date,
and  provided  you are not in  breach of the  terms of this  Agreement,  you may
terminate  your  employment  at any time  thereafter  (but prior to the time the
delinquent  payment is made) by a written notice to the President or Chairman of
the  Company,  in which  event  your  employment  will be  deemed  to have  been
terminated  by the Company for  purposes of this Section 4.1 as of the date such
notice is delivered.

     4.2 By  You.  If  during  the  term  hereof  you  terminate  (other  than a
termination  by you pursuant to the last  sentence of Section 4.1) or are deemed
to have terminated (by becoming an employee of or performing  professional  work
for or consulting  with any other person,  firm or entity) your  employment with
the  Company,  then you shall not be entitled to receive any  severance  payment
(other than for accrued but unused vacation as provided in Section 4.1 above).

     4.3  Termination  Following a Change of  Control.  In the event a Change of
Control occurs during the term hereof,  and following such Change of Control (i)
your  employment is terminated by the Company (other than for Good Cause) during
the term  hereof,  or (ii) you are not  offered,  prior to December  1, 2001,  a
renewal  contract for calendar  year 2002 for  employment by the Company (or its
successor  by merger),  in a comparable  position in the same  general  location
(i.e.,  the same  city or  metropolitan  area in which you are  employed  by the
Company at the time such  Change of Control  occurs),  at not less than the same
salary, and with comparable severances and other benefits as provided under this
Agreement  (other than a Change of Control  provision such as this Section 4.3),
then upon the effective date of  termination of your  employment (in the case of
clause (ii) next above, December 31, 2001), you will be entitled to receive as a
severance  payment  the same amount  calculated  pursuant to Section 4.1 hereof,
except  that the  amount  calculated  pursuant  to clause (i) (B) or (ii) (B) of
Section 4.1, whichever is applicable,  shall be doubled, that is, in addition to
the amount calculated  pursuant to clause (i) (A) or (ii) (A), you shall receive
two (2) month's  base  salary for each year of  employment  by the Company  (pro
rated for a partial  year).  As used herein,  the term "Change of Control" shall
mean any change in the composition of the Board of Directors of the Company (the
"Board") resulting in the current stockholder directors (M. Helen Bennett, Larry
E. Lee and William W. Talley,  II) or their  designees (in the event one of more
of the current  directors  chooses not to serve as a director  and causes his or
her  designee  to be elected  in lieu of such  director),  comprising  less than
one-half (1/2) of the members of the Board. Notwithstanding the foregoing, in no
event shall you ever be entitled to receive as a severance payment upon a Change
of  Control  an amount  that would  result in the  imposition  of the excise tax
provided for in Section 4999 of the  Internal  Revenue Code of 1986,  as amended
(the "Excise Tax"), and in the event the severance payment  calculated  pursuant
to this Section 4.3 would result in the imposition of the Excise Tax, the amount
so  calculated  shall be reduced to the amount that is one dollar ($1) less than
the amount that would result in the imposition of the Excise Tax.

     4.4 Death or Disability.  In the event you die during the term hereof, your
employment will be deemed to have been terminated by the Company (other than for
cause) as of the date of death.  In the event you  become  permanently  disabled
during the term  hereof,  you shall  continue to receive  your base salary for a
period  of 12 months  following  the date of  disability  and shall be deemed an
employee  of the  Company  during  such  12-month  period for  purposes of other
employee  benefit  plans and  programs,  except to the extent  prohibited by the
terms of any such plan.

     5. Renewal.  In the event the Company  desires to continue your  employment
with the Company beyond December 31, 2001, the Company will so notify you during
the month of November  2001,  but in no event later than  November 30, 2001.  In
such event,  the  President of the Company  will discuss with you the  Company's
proposal  for  renewal of this  Agreement  for an  additional  one-year  term on
substantially  the same terms and  conditions as this  Agreement at a salary not
less than the  salary  provided  herein.  In the event a  renewal  agreement  as
hereinabove  described  is not offered by the  Company,  then  provided you have
complied with the  provisions of Section 2 of this  Agreement at all times prior
thereto,  your  employment  will be deemed  terminated by the Company  effective
December 31, 2001. In the event a renewal agreement as hereinabove  described is
offered by the Company but rejected by you, then provided you have complied with
the provisions of Section 2 of this  Agreement at all times prior thereto,  your
employment  will be  deemed  terminated  by you  effective  December  31,  2001;
however, and notwithstanding the provisions of Section 4.2 hereof, in such event
you will be entitled to receive as a severance  payment upon such termination an
amount equal to three (3) times your  monthly  base  salary,  plus an amount for
accrued  but unused  vacation  based on your  monthly  salary,  less  applicable
withholding and other payroll taxes and deposits.

     6. Exclusive Obligation.  You acknowledge and agree that the Company has no
obligation to continue your  employment or to make any severance  payment of any
nature upon  termination of your  employment  except as provided  herein or in a
subsequent written agreement executed by you and the Company

     7.  Indemnification.  To the fullest extent allowed by the Delaware General
Corporation  Law and the  Company's  bylaws  with  respect to its  officers  and
directors, the Company agrees to indemnify you and to hold you harmless from and
against any and all losses,  claims,  damages,  liabilities  and legal and other
expenses  (including costs of investigation)  incurred by you and arising out of
the  performance  of your  duties and  responsibilities  under  this  Agreement,
regardless of the time such claim or cause of action is asserted.

     8.  Confidentiality.  The terms of this  Agreement  shall be held by you in
strict  confidence  and shall not be released or  disclosed  by you to any third
party.

     9.  Governing  Law. This  Agreement  shall be governed by and construed and
enforced  in  accordance  with the laws of the State of Oklahoma  applicable  to
contracts made and to be performed entirely therein.

     10. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties  hereto and their  respective  successors  (including
successors by merger or reorganization)  and assigns;  provided,  however,  that
your obligations  hereunder are personal in nature and may not be assigned,  and
that the  obligations  of the Company  hereunder  may be assigned only with your
prior written consent.

     If you are in  agreement  with the  terms  hereof,  please so  indicate  by
executing a copy of this letter in the space  provided  and  returning  it to us
within five days of the date hereof.

                                   Very truly yours,

                                   RAM Energy, Inc.

                                   By   LARRY E. LEE
                                        Larry E. Lee, President
                                        Chief Executive Officer
Agreed to and accepted
this 18th day of December, 2000

LARRY G. RAMPEY
Larry G. Rampey
</TEXT>
</DOCUMENT>
