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                                                                    EXHIBIT 10.4

                        NATIONAL EQUITIES HOLDINGS, INC.
                                        
                              EMPLOYMENT AGREEMENT
                                        
                                      WITH
                                        
                                BILL S. MCGOWEN

Bill S. McGowen ("McGowen") has accepted an offer from National Equities
Holdings, Inc. ("NEHI" or the "Corporation"), and NEHI has extended such offer,
to be employed as the President of NEHI. This offer has been extended on the
basis of verbal representations by Bill S. McGowen as to his competence, and
in writings as hereto attached and made a part hereof, in the management of
publicly trading oil and gas companies.

McGowen has accepted the position of President on the basis of verbal
representations by Bill M. Knollenberg as to the structure and condition of the
Corporation, and as the principal shareholder of NEHI and Erin Oil Exploration,
Inc. ("EOE"), and the business plans for each of these affiliated companies.

McGowen will assume the position of Chief Operating Officer performing the
functions normally expected in such capacity. His initial duties and
responsibilities will include investor, investment banking and financial
relations, keeping all parties informed as to the progress of the Corporation
and its affiliate, EOE. Of equal responsibility, McGowen will oversee all oil
and gas investments and operations, including seeking energy exploitation
opportunities and sources of funding. The overall objective is to convert and
develop the Corporation into an exploration and production energy company.

THEREFORE, McGowen will be employed by NEHI as its President on the effective
date of September 30, 1996, to begin working in the month of October.

McGowen will receive a monthly salary of $10,000 each month for a two year
period, payable in advance, the cash amount of the salary being $7,000 each
month with $3,000 each month to be paid in the Common Stock of the Corporation
at a price per share equal to the average monthly price calculated by the sum
of the price per share on the first day and last day of the month added
together and divided by two (2).

As an initial inducement to accept the position and responsibilities of
President of NEHI, McGowen will receive 25,000 shares to be issued to him by
the end of the first month of his employment.

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McGowen will receive cash and common stock bonuses for his performance in
managing the Corporation in an amount equal to fifty percent (50%) of his annual
salary if he meets all mutually agreed upon corporate objectives for the
respective year. His bonuses will exceed one half of his annual salary, if the
Corporation exceeds the mutually agreed upon objectives; the bonuses will
increase by the same percentage that the Corporation exceeds the mutually
agreed upon objectives of the business plan for the year which the Corporation
agrees will be completed and agreed upon before December 31 of the prior year.

McGowen will receive the normal benefits of an executive in his position in a
Corporation of similar size in the energy industry. He will receive a company
car, professional memberships and industry publications, an office and staff
support to perform his job and insurance coverage for his family. This contract
of employment will be for a period of two years, and if McGowen is terminated by
the Board of Directors within this two year period, McGowen will receive six (6)
months of salary as severance and his insurance will be paid by the Corporation
for a period of one year from the date of his termination.

The Corporation will agree to structure, and implement retroactively at the
beginning of 1997, within the first year of employment of McGowen: An Overriding
Royalty Plan for management and employees of three percent (3%) allocated each
year as a part of the business plan; a stock option plan for management and
employees; and, a retirement plan. Each year the Corporation will file an SEC
registration to register all executive and employee stock; the registration will
be an S8 registration or whichever registration is appropriate and cost
effective.

This agreement is entered into in good faith by the parties whose signatures
appear below, each party representing that he has the authority and/or
authorization to do so:

/s/ BILL S. MCGOWEN                           9/23/96
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Bill S. McGowen                             Date


/s/ BILL M. KNOLLENBERG                       9/23/96
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Bill M. Knollenberg, Chairman of the Board  Date