COMSTOCK RESOURCES INC
EMPLOYMENT - CONTRACT ROLAND O. BURNS
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EMPLOYMENT - CONTRACT ROLAND O. BURNS
<TEXT>

                              EMPLOYMENT AGREEMENT

     This Employment  Agreement  ("Agreement")  executed by and between COMSTOCK
RESOURCES,  INC., a Nevada corporation (the "Company") with principal offices in
Frisco, Texas, and Roland O. Burns ("Employee").

     1. Employment.  The Company hereby agrees to employ Employee,  and Employee
hereby  agrees to render his  exclusive  service to the Company,  in his current
capacity of Senior Vice  President and Chief  Financial  Officer of the Company,
with  such  duties as may be  assigned  to him from time to time by the Board of
Directors.

     2. Term of Agreement.  This Agreement shall be effective commencing on June
1, 2000 (the effective date of this Agreement).  This Agreement shall, as of its
first  anniversary,   and  on  each  annual  anniversary  thereof,  be  extended
automatically,  without  further  action by the Employee or the Company,  for an
additional  one (1) year,  so that there  shall,  as of June 1 of each year,  be
three  (3)  years  remaining  in the  term of this  Agreement  (the  "Employment
Period"), subject to earlier termination as hereinafter provided.

     3.  Place  of  Employment.  Unless  otherwise  agreed  by the  Company  and
Employee,  throughout the term of this  Agreement,  Employee's  business  office
shall be located in Frisco,  Texas,  at such location as may be specified by the
Board of Directors of the Company.

     4. Base  Compensation.  Employee  shall be  compensated by the Company at a
minimum base rate of $12,916.67 per month,  payable semimonthly on the fifteenth
and final days of each month during the period of  Employee's  employment  under
this  Agreement,  subject to such  increases and  additional  payments as may be
determined  from time to time by the Board of  Directors  of the  Company in its
sole  discretion.  Employee shall also be entitled to participate in any Company
discretionary  bonus plan. Such  compensation  shall be in addition to any group
insurance,  pension,  profit  sharing,  and other employee  benefits,  which are
extended  from  time to time to  Employee  in the  discretion  of the  Board  of
Directors  of the Company and for which  Employee is  eligible.  Subject to such
rules and  procedures  as are from time to time  specified by the  Company,  the
Company shall also reimburse  Employee for all reasonable  expenses  incurred by
him on behalf of the Company.

     5. Performance of Services.  Employee shall devote his full working time to
the business of the Company;  provided,  however, Employee shall be excused from
performing  any services for the Company  hereunder  during periods of temporary
incapacity and during vacations  conforming to the Company's  standard  vacation
policy,  without  thereby in any way affecting the  compensation  to which he is
entitled hereunder.

     6.  Continuing  Obligations.  In order to induce the  Company to enter into
this  Agreement,  the  Employee  hereby  agrees  that  all  documents,  records,
techniques,  business  secrets  and other  information  which have come into his

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<PAGE>

possession  from time to time during his  employment by the Company or which may
come into his possession during his employment hereunder,  shall be deemed to be
confidential  and proprietary to the Company and the Employee  further agrees to
retain in confidence any  confidential  information  known to him concerning the
Company and it's  subsidiaries and their  respective  businesses so long as such
information  is not publicly  disclosed.  In the event of a breach or threatened
breach by the Employee of the provisions of this Paragraph 6, the Company shall,
in  addition to any other  available  remedies,  be  entitled  to an  injunction
restraining Employee from disclosing,  in whole or in part, any such information
or from rendering any services to any person, firm or corporation to whom any of
such information may have been disclosed or is threatened to be disclosed.

     7. Property of Company. All data,  drawings,  and other records and written
material  prepared or compiled by Employee or furnished to Employee while in the
employ of the Company shall be the sole and  exclusive  property of the Company,
and none of such data,  drawings or other records,  or copies thereof,  shall be
retained by Employee upon  termination of his  employment.  Notwithstanding  the
foregoing, Employee shall be under no obligation to return public information.

     8.  Surviving  Provisions.  The  provisions  of  Paragraphs 6 and 7 of this
Agreement  shall  continue to be binding upon Employee in accordance  with their
terms,  notwithstanding  termination of Employee's  employment hereunder for any
reason.

     9.  Death  or  Disability.   The  Employee's   employment  shall  terminate
automatically  upon the Employee's  death during the Employment  Period.  If the
Company  determines  in good  faith  that the  Disability  of the  Employee  has
occurred during the Employment  Period (pursuant to the definition of Disability
set forth below), it may give to the Employee written notice of its intention to
terminate the Employee's  employment.  In such event, the Employee's  employment
with the Company shall terminate effective on the 30th day after receipt of such
notice by the Employee (the "Disability Effective Date"),  provided that, within
the 30 days  after  such  receipt,  the  Employee  shall  not have  returned  to
full-time  performance of the Employee's duties. For purposes of this Agreement,
"Disability"  shall mean the absence of the Employee from the Employee's  duties
with the Company on a full-time  basis for 150  consecutive  business  days as a
result of incapacity due to mental or physical illness which is determined to be
total and  permanent by a physician  selected by the Company or its insurers and
acceptable to the Employee or the Employee's legal representative.

     10.  Termination  for  Good  Reason.  The  Employee's   employment  may  be
terminated  by the  Employee for Good  Reason.  For purposes of this  Agreement,
"Good Reason" shall mean:

          (a)  the assignment to the Employee of any duties  inconsistent in any
               respect with the Employee's position (including status,  offices,
               titles  and  reporting   requirements),   authority,   duties  or
               responsibilities   as   contemplated  by  paragraph  1.  of  this
               Agreement;

          (b)  any  purported  termination  by the  Company  of  the  Employee's
               employment   otherwise  than  as  expressly   permitted  by  this
               Agreement; or

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<PAGE>

          (c)  any failure by the  Company to comply with and satisfy  paragraph
               18(a) of this Agreement

          Any  good faith  determination  of "Good  Reason" made by the Employee
          shall be conclusive.

     11.  Termination  for Cause.  It is agreed and understood  that the Company
cannot  terminate the employment of the Employee under this Agreement except for
Cause, which shall mean:

          (a)  Should  Employee for reasons  other than illness or injury absent
               himself from his duties without the consent of the Company (which
               consent shall not be unreasonably  withheld) for more than twenty
               (20) consecutive days;

          (b)  Should  Employee  be  convicted  of  a  felony   involving  moral
               turpitude;

          (c)  Should  Employee  during  the  period  of his  employment  by the
               Company  engage in any activity  that would in the opinion of the
               Board of Directors of the Company  constitute a material conflict
               of interest with the Company; provided that termination for Cause
               based on this  subparagraph (c) shall not be effective unless the
               Employee  shall have  received  written  notice from the Board of
               Directors  of the Company of such  activity  (which  notice shall
               also  include a demand  for the  Employee  to cease the  activity
               giving rise to the conflict of interest)  fifteen (15) days prior
               to his  termination  and the Employee has failed after receipt of
               such  notice to cease all  activities  creating  the  conflict of
               interest; or

          (d)  Should  Employee be grossly  negligent in the  performance of his
               duties  hereunder,  or  materially  in breach of his  duties  and
               obligations  under this Agreement;  provided that termination for
               Cause  based on this  subparagraph  (d)  shall  not be  effective
               unless the Employee  shall have received  written notice from the
               Board of Directors of the Company  (which  notice shall include a
               description of the reasons and circumstances  giving rise to such
               notice)  fifteen  (15)  days  prior  to his  termination  and the
               Employee   has   failed   after   receipt   of  such   notice  to
               satisfactorily  discharge the performance of his duties hereunder
               or to comply  with the terms of this  Agreement,  as the case may
               be.

The Company may terminate  Employee's  employment for Cause under this Agreement
without  advance  notice,  except  as  otherwise  specifically  provided  for in
subparagraphs  (c)  and (d)  above.  Termination  shall  not  affect  any of the
Company's other rights and remedies.

     12.  Obligations of the Company upon Termination.

          (a)  Good Reason or Involuntary  Termination Other Than for Cause. If,
               during the  Employment  Period,  the Company shall  terminate the
               Employee's  employment other than for Cause or the Employee shall

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               terminate  employment  for Good Reason,  the Company shall pay to
               the  Employee in a lump sum in cash within 30 days after the date
               of termination the aggregate of the following amounts:

               (1)  the sum of (A) the Employee's annual base salary through the
                    date of termination to the extent not theretofore  paid, (B)
                    the product of the annual  bonus paid or payable,  including
                    any  bonus or  portion  thereof  which has been  earned  but
                    deferred (and  annualized for any fiscal year  consisting of
                    less than twelve full  months or during  which the  Employee
                    was employed for less than twelve full months), for the most
                    recently  completed fiscal year during the Employment Period
                    (the  "Fiscal  Year  Bonus"),  if any,  and a fraction,  the
                    numerator  of which  is the  number  of days in the  current
                    fiscal  year  through  the  date  of  termination,  and  the
                    denominator  of  which  is 365,  and  (C)  any  compensation
                    previously  deferred  by the  Employee  (together  with  any
                    accrued  interest  or  earnings  thereon)  and  any  accrued
                    vacation  pay,  in each case to the extent  not  theretofore
                    paid (the sum of the amounts  described  in clauses (A), (B)
                    and (C) shall be  hereinafter  referred  to as the  "Accrued
                    Obligations"); and

               (2)  an  amount  equal  to 1.5  times  the sum of the  Employee's
                    annual  base  salary  and the  Fiscal  Year  Bonus;  and for
                    eighteen   (18)  months   after  the   Employee's   date  of
                    termination,   the  Company  shall  continue  group  medical
                    benefits to the  Employee  and/or the  Employee's  family at
                    least equal to those which would have been  provided to them
                    in accordance  with the plans if the  Employee's  employment
                    had not  been  terminated;  provided,  however,  that if the
                    Employee  becomes  re-employed  with another employer and is
                    eligible to receive  group  medical  benefits  under another
                    employer-provided   plan,  the  medical  benefits  described
                    herein shall be secondary to those provided under such other
                    plan during such applicable period of eligibility.

               In addition,  the Company shall, at its sole expense as incurred,
               provide the Employee with  outplacement  services,  the scope and
               provider of which  shall be selected by the  Employee in his sole
               discretion,   and  the  Company  shall  assign  to  the  Employee
               ownership  of any life  insurance  policies  owned by the Company
               insuring the Employee's life.

          (b)  Death.  If the  Employee's  employment is terminated by reason of
               the Employee's  death during the Employment  Period,  the Company
               shall pay to the Employee's legal  representatives the sum of (1)
               the Accrued  Obligations,  and (2) an amount equal to six months'
               annualized  total  compensation.  Such amounts shall be paid in a
               lump sum in cash within 30 days of the date of termination.

          (c)  Disability.  If the Employee's employment is terminated by reason
               of the Employee's  Disability during the Employment Period,  this

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               Agreement  shall  terminate  without  further  obligations to the
               Employee, other than for payment of Accrued Obligations.  Accrued
               Obligations  shall be paid to the  Employee in a lump sum in cash
               within  30 days of the  date of  termination.  In  addition,  the
               Company  shall  assign  to the  Employee  ownership  of any  life
               insurance  policies owned by the Company  insuring the Employee's
               life.

          (d)  Cause or Voluntary Termination Other than for Good Reason. If the
               Employee's  employment  shall be terminated  for Cause during the
               Employment Period, or if the Employee voluntarily  terminates his
               employment  other  than for Good  Reason,  this  Agreement  shall
               terminate without further  obligations to the Employee other than
               the  obligation  to pay to the  Employee  his annual  base salary
               through   the  date  of   termination   and  the  amount  of  any
               compensation  previously  deferred by the Employee.  Such amounts
               shall be paid to the  Employee  in a lump sum in cash  within  30
               days of the date of termination.

     13.  Change in Control.  For the purposes of this  Agreement,  a "Change in
Control"  shall be deemed  to have  taken  place if,  without  the  approval  or
recommendation of a majority of the then existing Board of the Company:

          (a)  a third person shall cause or bring about  (through  solicitation
               of proxies or otherwise) the removal or resignation of a majority
               of the then  existing  members of the Board or if a third  person
               causes  or brings  about  (through  solicitation  of  proxies  or
               otherwise)  an  increase  in the size of the Board  such that the
               then  existing  members  of  the  Board  thereafter  represent  a
               minority  of the total  number of persons  comprising  the entire
               Board;

          (b)  a third  person,  including  a "group" as  defined  in  Paragraph
               15(d)(3)  of the  Securities  Exchange  Act of 1934,  becomes the
               beneficial  owner of shares of any class of the  Company's  stock
               having 20% or more of the total  number of votes that may be cast
               for the election of directors of the Company;

          (c)  the  stockholders of the Company  approve a definitive  agreement
               for the merger or other business  combination of the Company with
               or into  another  corporation  pursuant to which the Company will
               not  survive  or will  survive  only as a  subsidiary  of another
               corporation,  for  the  sale  or  other  disposition  of  all  or
               substantially   all  of  the  assets  of  the  Company,   or  any
               combination of the foregoing.

For purposes  hereof,  a person will be deemed to be the beneficial owner of any
voting  securities of the Company  which it would be considered to  beneficially
own under  Securities  and  Exchange  Commission  Rule 13d-3 (or any  similar or
superseding statute or rule from time to time in effect).

     14.  Termination of Employment  Following a Change of Control.  Following a
Change of Control,  if the  Employee's  employment is terminated  for any reason

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other than Cause, death or Disability, or if the Employee voluntarily terminates
his  employment  within a period  of six (6)  months  following  the  Change  of
Control,  then the Company shall pay to the Employee the Accrued Obligations and
an amount equal to 2.99 times the sum of the  Employee's  annual base salary and
the highest annual bonus paid to the Employee during the Employee's  tenure with
the  Company;  and  for  eighteen  (18)  months  after  the  Employee's  date of
termination,  the Company shall continue group medical  benefits to the Employee
and/or  the  Employee's  family at least  equal to those  which  would have been
provided to them in accordance  with the plans if the Employee's  employment had
not been terminated; provided, however, that if the Employee becomes re-employed
with another  employer and is eligible to receive group medical  benefits  under
another employer  provided plan, the medical benefits  described herein shall be
secondary to those provided under such other plan during such applicable  period
of eligibility. In addition, the Company shall, at its sole expense as incurred,
provide the Employee with outplacement services, the scope and provider of which
shall be selected by the Employee in his sole discretion,  and the Company shall
assign to the Employee  ownership of any life  insurance  policies  owned by the
Company insuring the Employee's life.

     15. Certain Additional Payments by the Company.

          (a)  Anything in this  Agreement to the contrary  notwithstanding  and
               except as set forth  below,  in the event it shall be  determined
               that any  payment or  distribution  by the  Company to or for the
               benefit of the Employee  (whether paid or payable or  distributed
               or  distributable  pursuant  to the  terms of this  Agreement  or
               otherwise,  but  determined  without  regard  to  any  additional
               payments required under this paragraph 15) (a "Payment") would be
               subject to the excise tax imposed by Section  4999 of the Code or
               any  interest or  penalties  are  incurred by the  Employee  with
               respect to such excise tax (such  excise tax,  together  with any
               such  interest  and  penalties,   are  hereinafter   collectively
               referred  to as the "Excise  Tax"),  then the  Employee  shall be
               entitled to receive an additional payment (a "Gross-Up  Payment")
               in an amount such that after payment by the Employee of all taxes
               (including any interest or penalties imposed with respect to such
               taxes), including,  without limitation, any income taxes (and any
               interest and penalties  imposed with respect  thereto) and Excise
               Tax imposed upon the Gross-Up  Payment,  the Employee  retains an
               amount of the  Gross-Up  Payment  equal to the Excise Tax imposed
               upon the Payments.

          (b)  Subject to the provisions of paragraph 15(c), all  determinations
               required to be made under this  paragraph 15,  including  whether
               and when a Gross-Up  Payment is  required  and the amount of such
               Gross-Up  Payment and the  assumptions to be utilized in arriving
               at such  determination,  shall be made by Arthur  Andersen LLP or
               such other certified public  accounting firm as may be designated
               by the  Employee  (the  "Accounting  Firm")  which shall  provide
               detailed  supporting  calculations  both to the  Company  and the
               Employee  within 15  business  days of the receipt of notice from
               the Employee that there has been a Payment,  or such earlier time
               as is requested by the Company.  In the event that the Accounting
               Firm is serving as  accountant  or  auditor  for the  individual,
               entity or group  effecting  the Change in Control,  the  Employee

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               shall appoint another  nationally  recognized  accounting firm to
               make the determinations required hereunder (which accounting firm
               shall then be referred to as the Accounting Firm hereunder).  All
               fees and expenses of the Accounting Firm shall be borne solely by
               the Company. Any Gross-Up Payment, as determined pursuant to this
               paragraph 15 shall be paid by the Company to the Employee  within
               five days of the receipt of the Accounting Firm's  determination.
               Any  determination  by the Accounting  Firm shall be binding upon
               the Company and the Employee.  As a result of the  uncertainty in
               the  application  of Section  4999 of the Code at the time of the
               initial  determination  by the Accounting Firm  hereunder,  it is
               possible that Gross-Up  Payments which will not have been made by
               the Company  should have been made  ("Underpayment"),  consistent
               with the calculations required to be made hereunder. In the event
               that the Company  exhausts  its  remedies  pursuant to  paragraph
               15(c) and the Employee  thereafter  is required to make a payment
               of any Excise Tax, the Accounting Firm shall determine the amount
               of the Underpayment  that has occurred and any such  Underpayment
               shall be  promptly  paid by the  Company to or for the benefit of
               the Employee.

          (c)  The Employee  shall notify the Company in writing of any claim by
               the Internal  Revenue Service that, if successful,  would require
               the  payment  by  the  Company  of  the  Gross-Up  Payment.  Such
               notification  shall be given as soon as practicable  but no later
               than ten business  days after the Employee is informed in writing
               of such claim and shall apprise the Company of the nature of such
               claim and the date on which such claim is  requested  to be paid.
               The Employee  shall not pay such claim prior to the expiration of
               the  30-day  period  following  the date on  which it gives  such
               notice to the Company (or such shorter  period ending on the date
               that any payment of taxes with respect to such claim is due).  If
               the  Company  notifies  the  Employee  in  writing  prior  to the
               expiration  of such period that it desires to contest such claim,
               the Employee shall:

               (1)  give the Company any information reasonably requested by the
                    Company relating to such claim,

               (2)  take such action in connection with contesting such claim as
                    the Company shall reasonably request in writing from time to
                    time,   including,   without  limitation,   accepting  legal
                    representation  with  respect to such  claim by an  attorney
                    reasonably selected by the Company,

               (3)  cooperate   with  the   Company   in  good  faith  in  order
                    effectively to contest such claim, and

               (4)  permit  the  Company  to  participate  in  any   proceedings
                    relating to such claim;

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                    provided,  however,  that  the  Company  shall  bear and pay
                    directly  all  costs  and  expenses  (including   additional
                    interest and  penalties)  incurred in  connection  with such
                    contest and shall indemnify and hold the Employee  harmless,
                    on an  after-tax  basis,  for any  Excise  Tax or income tax
                    (including  interest and  penalties  with  respect  thereto)
                    imposed as a result of such  representation  and  payment of
                    costs and  expenses.  Without  limitation  of the  foregoing
                    provisions  of  this  paragraph  15(c),  the  Company  shall
                    control  all  proceedings  taken  in  connection  with  such
                    contest  and, at its sole  option,  may pursue or forego any
                    and all administrative  appeals,  proceedings,  hearings and
                    conferences  with the  taxing  authority  in respect of such
                    claim  and  may,  at its  sole  option,  either  direct  the
                    Employee  to pay the tax  claimed  and sue for a  refund  or
                    contest  the  claim  in  any  permissible  manner,  and  the
                    Employee agrees to prosecute such contest to a determination
                    before any  administrative  tribunal,  in a court of initial
                    jurisdiction  and in one or more  appellate  courts,  as the
                    Company  shall  determine;  provided,  however,  that if the
                    Company directs the Employee to pay such claim and sue for a
                    refund, the Company shall advance the amount of such payment
                    to  the  Employee,  on  an  interest-free  basis  and  shall
                    indemnify  and hold the Employee  harmless,  on an after-tax
                    basis, from any Excise Tax or income tax (including interest
                    or penalties with respect  thereto)  imposed with respect to
                    such  advance or with  respect to any  imputed  income  with
                    respect  to such  advance;  and  further  provided  that any
                    extension of the statute of limitations  relating to payment
                    of taxes for the taxable year of the  Employee  with respect
                    to which  such  contested  amount  is  claimed  to be due is
                    limited solely to such contested  amount.  Furthermore,  the
                    Company's  control of the contest shall be limited to issues
                    with  respect to which a Gross-Up  Payment  would be payable
                    hereunder  and the  Employee  shall be entitled to settle or
                    contest,  as the case may be, any other issue  raised by the
                    Internal Revenue Service or any other taxing authority.

               (d)  If, after the receipt by the Employee of an amount  advanced
                    by the Company  pursuant to  Paragraph  15(c),  the Employee
                    becomes  entitled to receive any refund with respect to such
                    claim,   the  Employee   shall  (subject  to  the  Company's
                    complying with the requirements of Paragraph 15(c)) promptly
                    pay to the Company the amount of such refund  (together with
                    any interest paid or credited thereon after taxes applicable
                    thereto). If, after the receipt by the Employee of an amount
                    advanced  by the  Company  pursuant to  Paragraph  15(c),  a
                    determination  is  made  that  the  Employee  shall  not  be
                    entitled  to any refund  with  respect to such claim and the
                    Company  does not  notify  the  Employee  in  writing of its
                    intent  to  contest  such  denial  of  refund  prior  to the
                    expiration  of 30 days after such  determination,  then such
                    advance  shall be  forgiven  and shall not be required to be
                    repaid and the amount of such advance shall  offset,  to the
                    extent thereof,  the amount of Gross-Up  Payment required to
                    be paid.

     16. Payment of Certain Costs of Employee. If a dispute arises regarding the
interpretation  or  enforcement of this  Agreement,  all legal fees and expenses
incurred  by the  Employee  in seeking to obtain or enforce any right or benefit

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provided for in this  Agreement or in otherwise  pursuing his claim will be paid
by the Company,  to the extent  permitted by law. The Company  further agrees to
pay  prejudgment  interest  on any  money  judgment  obtained  by  the  Employee
calculated  at the First  National Bank of Chicago N.A.  prime  interest rate in
effect from time to time from the date that  payment(s)  to him should have been
made under this Agreement.

     17. Mitigation.  The Employee is not required to mitigate the amount of any
payments to be made by the Company  pursuant to this  Agreement by seeking other
employment or otherwise.

     18. Successors.

               (a)  Except as may otherwise be provided  under any other written
                    agreement  between the Company and the Employee with respect
                    to the  terms of  Employee's  employment  in the  event of a
                    Change of Control of the  Company,  the Company will require
                    any  successor  (whether  direct or  indirect,  by purchase,
                    merger,  consolidation or otherwise) to all or substantially
                    all  of the  business  and/or  assets  of  the  Company,  by
                    agreement  in  form  and  substance   satisfactory   to  the
                    Employee,  to  expressly  assume and agree to  perform  this
                    Agreement in the same manner and to the same extent that the
                    Company   would  be  required  to  perform  it  if  no  such
                    succession had taken place. Failure of the Company to obtain
                    such  agreement  prior  to the  effectiveness  of  any  such
                    succession  shall be a breach of this Agreement.  As used in
                    this   Agreement,   "Company"  shall  mean  the  Company  as
                    hereinbefore  defined,  any successor to its business and/or
                    assets  as  aforesaid   which   executes  and  delivers  the
                    agreement  provided  for  in  this  Paragraph  18  or  which
                    otherwise  becomes bound by all the terms and  provisions of
                    this Agreement by operation of law.

               (b)  This  Agreement  shall  inure  to  the  benefit  of  and  be
                    enforceable   by   the   Employee's    personal   or   legal
                    representatives,   executors,  administrators,   successors,
                    heirs, distributees, devisees and legatees.

     19. No Inconsistent  Obligations.  Employee represents and warrants that he
has not  previously  assumed  any  obligations  inconsistent  with those of this
Agreement.

     20.  Modification.  This  Agreement  shall be in addition  to all  previous
agreements,  written or oral, relating to Employee's  employment by the Company,
and shall not be changed orally,  but only by a written  instrument to which the
Company and the Employee are both parties.

     21. Binding Effect. This Agreement and the rights and obligations hereunder
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective legal  representatives,  and shall also bind and inure to the benefit
of any  successor of the Company by merger or  consolidation  or any assignee of
all or substantially all of its properties.

                                       E-19
<PAGE>


     22. Bankruptcy. Notwithstanding anything in this Agreement to the contrary,
the insolvency or adjudication of bankruptcy of the Company,  whether  voluntary
or involuntary, shall terminate this Agreement and the rights and obligations of
Company and Employee hereunder shall be of no further force or effect.

     23. Law Governing.  This Agreement  made,  accepted and delivered in Collin
County, Texas, is performable in Collin County, Texas, and it shall be construed
and  enforced  according  to the laws of the State of Texas.  Venue shall lie in
Collin  County,  Texas for the purpose of resolving  and  enforcing  any dispute
which may arise under this Agreement and the parties agree that they will submit
themselves to the  jurisdiction of the competent State or Federal Court situated
in Collin County, Texas.

     24. Invalid Provision.  In case any one or more of the provisions contained
in this Agreement shall be invalid, illegal or unenforceable in any respect, the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be impaired thereby.

     25.  Notices.  For  purposes  of this  Agreement,  notices  and  all  other
communications  provided  for herein  shall be in writing and shall be deemed to
have been duly given when  delivered or mailed by United  States  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

                  IF TO THE EMPLOYEE:

                           Roland O. Burns
                           8430 Edgewood Cove
                           Frisco, TX 75035

                  IF TO THE COMPANY:

                           Comstock Resources, Inc.
                           5300 Town and Country Blvd., Suite 500
                           Frisco, TX 75034

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

     EXECUTED and effective as to this 1st day of June, 2000.

                           COMSTOCK RESOURCES, INC.

                           By:

                           /s/M. JAY ALLISON
                           ---------------------
                           Name: M.Jay Allison
                           Title: President and Chief
                                  Executive Officer

                           EMPLOYEE:

                           /s/ROLAND O. BURNS
                           ---------------------
                           Name: Roland O.Burns

                                      E-20
</TEXT>
</DOCUMENT>
