<SEQUENCE>7

<FILENAME>f10k02-cronkea.txt

<DESCRIPTION>CRONK EMPLOYEE AGREEMENT

<TEXT>

                              EMPLOYMENT AGREEMENT



     This Employment  Agreement (the "Agreement") is made and entered into as of

the 1st day of January,  2000 (the  "Effective  Date"),  by and  between  Magnum

Hunter  Resources,   Inc.,  a  Nevada  corporation  ("Magnum  Hunter")  and  its

affiliates,   Gruy  Petroleum   Management  Co.,  a  Texas   Corporation  and  a

wholly-owned subsidiary of Magnum Hunter, (collectively,  the "Employer") and R.

Douglas Cronk ("Employee").



     WHEREAS,  the Board of Directors of the Employer (the  "Board")  recognizes

that it is  important to attract,  hire and retain key  officers and  management

personnel;



     WHEREAS,  the  Board  also  recognizes  that,  in the  event of a Change in

Control (as hereinafter defined), significant distractions of its key management

and  operations  personnel can result because of the  uncertainties  inherent in

such a situation;



     WHEREAS,  the Board has  determined  that it is  essential  and in the best

interest  of the  Employer  and its  stockholders  to  retain  officers  and key

employees  in the event of a threat or  occurrence  of Change in Control  and to

ensure  their  continued  dedication  and  efforts in such event  without  undue

concern for their personal, financial and employment security; and



     WHEREAS, in order to induce qualified  candidates to accept employment with

the  Employer  and to remain in the  employ  of the  Employer  in the event of a

threat or the occurrence of a Change in Control,  the Employer  desires to enter

into this Agreement with the Employee.



     NOW  THEREFORE,  for  and in  consideration  of the  mutual  covenants  and

agreements contained herein and for other good and valuable  consideration,  the

receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto

agree as follows:



     1. Employment. Employer hereby employs Employee and Employee hereby accepts

employment with Employer upon the terms and conditions hereinafter set forth.



     2. Duties.  Employee  shall serve the Employer as Senior Vice  President of

Operations  of the Employer  with such  responsibilities  as shall be determined

from time to time by the President and the Board;  provided,  however,  that all

duties assigned to Employee  hereunder shall be commensurate  with the skill and

experience of Employee.  Employee agrees to devote all of his professional time,

attention,  skills,  benefits and best efforts to the  performance of his duties

hereunder and to the promotion of the business and interests of Employer.



     3. Term. This Agreement  shall become  effective on the Effective Date, and

shall continue,  unless earlier  terminated in accordance with the terms of this

Agreement, for a period of four (4) years commencing on the Effective Date. This

Agreement  shall  thereafter  be  automatically  renewed for a period of six (6)

months,  unless earlier  terminated as provided herein, and unless one party has

given  written  notice to the other party of its or his  intention  not to renew

this  Agreement  at least thirty (30) days prior to the  expiration  of its then

current term (the "Term").



<PAGE>



     4.  Compensation.  As  compensation  for his services  rendered  under this

Agreement, Employee shall be entitled to receive the following:



     (a) Base  Salary.  During the Term,  Employee  shall  initially  be paid an

annual  salary  of  One  Hundred   Twenty-Two   Thousand  Five  Hundred  Dollars

($122,500.00)  per annum (the "Base  Salary")  payable in equal payments twice a

month for a total of twenty-four  (24) payments per year. The Base Salary may be

increased or decreased as the Board may determine from time to time;



     (b) Expenses.  Employer  shall  reimburse  Employee for all  reasonable and

necessary  out-of-pocket  travel and other  expenses  incurred  by  Employee  in

rendering  services  required under the terms of this Agreement,  promptly after

submission,  on a monthly  basis,  of a detailed  statement of such expenses and

reasonable documentation.



     (c) Bonus. Expressly conditioned on the Employee being employed on the last

day of the fiscal year of the  Employer,  the Employee may receive a bonus in an

amount determined solely by the unanimous approval of the compensation committee

of the Employer and the Board, in their sole discretion.



     (d) Benefits.  During the Term,  Employee shall be entitled to receive such

group  benefits as Employer  may provide to its other  employees  at  comparable

salaries and responsibilities to those of Employee.



     (e) Automobile.  During the Term, Employee may be entitled to an automobile

allowance to be determined by the Chief  Executive  Officer of Employer,  in his

sole discretion.

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