COMSTOCK RESOURCES, INC.






                          11 1/4% SENIOR NOTES DUE 2007






                               PLACEMENT AGREEMENT




February 28, 2002





                                                          February 28, 2002




Morgan Stanley & Co. Incorporated
TD Securities (USA) Inc.
BMO Nesbitt Burns Corp.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Dear Sirs and Mesdames:

Comstock Resources, Inc., a Nevada corporation (the "Company"), proposes to
issue and sell to the several purchasers named in Schedule I hereto (the
"Placement Agents") $75,000,000 principal amount of its 11 1/4% Senior Notes due
2007 (the "Securities") to be issued pursuant to the provisions of a
Supplemental Indenture to be dated as of March 7, 2002 (the "Supplemental
Indenture") among the Company, the Guarantors (as defined below) and U.S. Trust
Company of Texas, N.A., as Trustee (the "Trustee"), to the Indenture dated as of
April 29, 1999 (the "Indenture") among the Company, the Guarantors and Trustee.
The Securities will be guaranteed (the "Subsidiary Guarantees") by each of the
entities listed on Schedule II hereto (each, a "Guarantor" and collectively the
"Guarantors").

The Securities will be offered without being registered under the Securities Act
of 1933, as amended (the "Securities Act"), to qualified institutional buyers in
compliance with the exemption from registration provided by Rule 144A under the
Securities Act and in offshore transactions in reliance on Regulation S under
the Securities Act ("Regulation S").

The Placement Agents and their direct and indirect transferees will be entitled
to the benefits of a Registration Rights Agreement to be dated as of March 7,
2002 between the Company, the Guarantors and the Placement Agents (the
"Registration Rights Agreement").

In connection with the sale of the Securities, the Company has prepared an
offering memorandum (the "Memorandum") including or incorporating by reference a
description of the terms of the Securities, the terms of the offering and a
description of the Company. As used herein, the term "Memorandum" shall include
in each case the documents incorporated by reference therein. The terms
"supplement", "amendment" and "amend" as used herein with respect to the
Memorandum shall include all documents deemed to be incorporated by reference in


                                       1


the Memorandum that are filed subsequent to the date of such Memorandum with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").


          1. Representations and Warranties. The Company and the Guarantors
     jointly and severally represent and warrant to, and agree with, you that:

               (a) (i) Each document, if any, filed or to be filed pursuant to
          the Exchange Act and incorporated by reference in the Memorandum
          complied or will comply when so filed in all material respects with
          the Exchange Act and the applicable rules and regulations of the
          Commission thereunder and (ii) the Memorandum, in the form used by the
          Placement Agents to confirm sales and on the Closing Date (as defined
          in Section 4), will not contain any untrue statement of a material
          fact or omit to state a material fact necessary to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading, except that the representations and warranties set
          forth in this paragraph do not apply to statements or omissions in the
          Memorandum based upon information relating to any Placement Agent
          furnished to the Company in writing by such Placement Agent through
          you expressly for use therein.

               (b) The Company has been duly incorporated, is validly existing
          as a corporation in good standing under the laws of the jurisdiction
          of its incorporation, has the corporate power and authority to own its
          property and to conduct its business as described in the Memorandum
          and is duly qualified to transact business and is in good standing in
          each jurisdiction in which the conduct of its business or its
          ownership or leasing of property requires such qualification, except
          to the extent that the failure to be so qualified or be in good

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