Box Energy Corporation
                 Employment Agreement by and Between
                         Box Energy Corporation
                           and James A. Watt
                             Exhibit 10.19
  
                          EMPLOYMENT AGREEMENT
  
  
      THIS EMPLOYMENT AGREEMENT is made and entered into as of the 17th
  day of March, 1997, between BOX ENERGY CORPORATION, a Delaware
  corporation (the "Company"), and James A. Watt (the"Employee").
  
       In consideration of the mutual promises and covenants herein set
  forth and other good and valuable consideration, the receipt and
  sufficiency of which are hereby acknowledged, the Company and the
  Employee agree as follows:
  
       1.  Employment.  The Company hereby employs the Employee as
  President and Chief Operating Officer of the Company upon the terms and
  conditions and for the compensation herein provided, and the Employee
  agrees to be so employed and to render the services as specified.
  
       2.  Term of Employment.  The term of employment of the Employee
  hereunder (the "Term") will be for a period of five years from the date
  of this Agreement, subject to earlier termination of employment in
  accordance with Section 5 hereof, renewable upon mutual agreement of the
  parties.  If this Agreement is not renewed at the end of the Term
  because the Company does not agree to such renewal, notwithstanding the
  termination of the Agreement, the Employee will be entitled to receive
  the termination benefit provided in Section 6(b) hereof. 
  
       3.  Duties.  During the Term, the Employee agrees to devote his
  full and exclusive business time and attention to the business of the
  Company or any subsidiary thereof, except for vacations and sick leave
  and charitable, educational and civic activities that do not detract
  from the performance of his duties hereunder, in a professional and
  prudent manner in accordance with the Company's policy consistent with
  the Employee's position, and to devote his skill, energy, experience and
  judgment to perform all duties carefully, efficiently and to the
  satisfaction of the Company.  The Employee shall have all the requisite
  powers and agrees to perform all of the duties associated with the
  position of President and Chief Operating Officer of the Company,
  subject to such policies and guidelines as may be established by the
  Company and agreements to which the Company is a party.  The Employee
  agrees not to engage in any other activity or own any interest that
  would conflict with the interests of the Company or would interfere with
  the Employee's responsibilities to the Company and the performance of
  his duties hereunder. 
  
       4.  Compensation.  During the period of employment, the Company
  will compensate the Employee as follows:
  
       (a)  Salary.  The Company will pay the Employee for services
  rendered a base salary at the rate of $210,000 per year, subject to such
  withholding of taxes and other amounts as may be required by law, such
  salary to be paid in equal periodic installments in accordance with the
  Company's normal salary payment dates for employees.  Salary will be
  reviewed annually and may be increased at the sole discretion of the
  Board of Directors.
  
       (b)  Bonus.  In addition to base salary, the Employee will be
  entitled to an annual performance bonus, with a target bonus amount of
  50% of base salary, and based on performance goals and targets as
  determined in the sole discretion of the Board of Directors or, if so
  delegated, of the Chief Executive Officer.
  
       (c)  Benefits.  During the period of employment hereunder, the
  Employee shall be entitled to participate in all employee benefit plans
  and programs for employees generally that the Company has in effect on
  the date hereof or may hereafter establish in the future, in its sole
  and absolute discretion, but the Company shall not be required to
  establish any such plan or program and may discontinue any existing plan
  or program at any time.  The Employee shall be entitled to four weeks
  paid vacation each year during the period of employment.  The Company
  will provide the Employee with a membership in a luncheon or petroleum
  club and membership in appropriate professional associations.
  
       (d)  Stock.  The Company will recommend to the Compensation
  Committee of the Board of Directors the granting to the Employee,
  subject to shareholder approval of appropriate stock plans, 15,000
  shares of restricted Class B common stock of the Company and stock
  options to purchase 100,000 shares of Class B common stock, both to vest
  20% per year from the date hereof (in the event of termination of
  employment, except termination by the Company for Cause (as hereinafter
  defined) or by the Employee other than for Good Reason (as hereinafter
  defined), such restricted stock and unvested options to fully vest and
  be exercisable for 30 days following termination), and to be subject to
  such restrictions and provisions as will be established by the
  Compensation Committee.  If the exercise price of such stock options
  should be greater than the  market price of the Class B common stock on
  the date hereof, then the Employee will be entitled to receive on the
  date or dates of the exercise of such stock options a cash bonus in an
  amount equal to the difference between the exercise price of such stock
  options minus the market price of the Class B common stock on the date
  hereof, multiplied by the number of shares purchased by the Employee
  upon the exercise of such stock option.  The Employee will be eligible
  for the award of periodic stock options as they may be granted in the
  future at the discretion of the Compensation Committee.
  
       (e)  Reimbursements and Expenses.  The Company will reimburse the
  Employee for reasonable and necessary expenses incurred by the Employee
  on the Company's business in accordance with such procedures as the
  Company may from time to time establish, including documentation of such
  expenses by the Employee.  The Employee will be entitled to an
  automobile allowance in an amount determined by the Chief Executive
  Officer, and the Employee will be responsible for all costs and expenses
  associated with such automobile.
  
       (f)  Relocation Expenses.  The Company will reimburse the Employee
  for normal moving expenses to relocate the Employee's residence from
  Houston, Texas and, for a period not to exceed six months, will
  reimburse the Employee, upon presentation of supporting documentation,
  for a temporary apartment in Dallas and reasonable travel expenses
  between Dallas and Houston.  In the event that the Employee's residence
  in Houston shall not have been sold within six months after the date
  hereof, the Company will reimburse the Employee for 95% of the amount by
  which the appraised value (the appraiser to be reasonably selected by
  the Employee) of such residence six months from the date hereof exceeds
  the gross sales price of such residence when it is sold.  If the
  Employment of the Employee shall terminate, except by way of resignation
  of the Employee other than for Good Reason, and the Employee's residence
  in Houston shall not have been sold and the Employee shall have
  purchased a residence in Dallas, then the Company shall purchase for
  cash one of such residences from the Employee, as selected by the
  Employee, as promptly as practicable after selection by the Employee,
  but in no event later than 60 days after such selection.  In the case of
  the Dallas residence, the purchase price shall be the prior purchase
  price paid by the Employee therefor plus all out-of-pocket expenses
  incurred by the Employee directly relating to such prior purchase,
  including, without limitation, appraisal and survey costs and up front
  lender fees and "points."  In the case of the Houston residence, the
  purchase price shall be 100% of the appraised value (the appraiser to be
  reasonably selected by the Employee) of such residence.  In each such
  case the Company shall pay all customary closing costs and expenses of
  such purchase and sale, including, without limitation, title insurance
  for the property. 
  
       5.  Termination.
  
       (a)  Death or Disability.  The employment of the Employee shall
  terminate immediately  upon the death of the Employee.  In the event of
  illness, accident or other disability (physical or mental) of the
  Employee as a result of which the Employee is unable to perform the
  duties required hereunder for such period of time provided by the
  Company's then disability policy, the Company may terminate the
  employment of the Employee by written notice to the Employee, which
  termination shall be effective upon the date of sending of such notice. 
  
       (b)  Employee Misconduct.  The Company may terminate the employment
  of the Employee  for "Cause" by written notice to the Employee, which
  termination shall be effective upon the date of sending of such
  notice,if the Employee, as determined by the Board of Directors of the
  Company (i) shall have been convicted of a felony or entered a plea of
  nolo contendere; (ii) shall have been involved in any act of material
  fraud, theft or other material misconduct detrimental to the best
  interests of the Company; (iii) shall have engaged in gross negligence
  or willful misconduct with respect to his duties to the Company; (iv)
  shall have engaged in competitive behavior against the Company,
  misappropriated or aided in misappropriating a material opportunity of
  the Company, secured or attempted to secure a personal benefit not fully
  disclosed to and approved by the Board of Directors in connection with
  any transaction of or on behalf of the Company; or (v) shall have failed
  to substantially perform his duties hereunder, other than by reasons
  specified in Section 7(a) hereof, and such failure continues more than
  10 days after written notice thereof from the Company to the Employee
  specifying in reasonable detail the manner of nonperformance, provided,
  however, that no notice and opportunity to cure by the Employee shall be
  required if the nonperformance is the same as or substantially similar
  to that described in a previous notice.
  
       (c)   Resignation for Good Reason.  The Employee may terminate
  employment for "Good Reason" upon the occurrence and continuation for a
  period of 30 days after written notice to the Company from the Employee
  of any of the following: (i) any change in the Employee's duties or
  responsibilities that results in the Employee not having duties and
  responsibilities substantially equivalent to or greater than those the
  Employee had immediately prior to such change or (ii) any failure to pay,
  or any reduction of, the Employee's salary or reduction in the Employee's 
  participation in Company benefit plans or programs that are then available 
  to employees generally, provided that any reduction in performance, 
  incentive or bonus compensation awards, as long as the reductions also 
  apply to other employees, shall not constitute "Good Reason."
  
       6.  Termination Payments.  Upon the termination of the employment
  of the Employee prior to the expiration of the Term, the Employee shall
  be entitled to the following:
  
       (a)  Death, Disability, For Cause or Resignation.   In the event of
  the termination of the Employee's employment by reason of death or
  disability pursuant to Section 5(a) hereof, the termination of the
  Employee's employment by the Company for Cause pursuant to Section 5(b),
  or the resignation of the Employee other than for Good Reason pursuant
  to Section 5(c), then the Employee shall be entitled to receive:
  
            (i)   all salary which is accrued and unpaid as of the date of
  such termination;
  
            (ii)  all unpaid accumulated and accrued benefits due under
  any benefit plan or program in which the Employee was a participant; and
  
            (iii) all payments due with respect to accrued and unpaid
  reimbursable expenses incurred by the Employee prior to the date of such
  termination of employment.
  
       (b)  Without Cause or For Good Reason.  Unless provided for in
  Section 6(c) hereof, in the event of the termination of the Employee's
  employment by the Company without Cause or the termination of employment
  by the Employee for Good Reason, then the Employee shall be entitled to
  receive a lump-sum cash payment equal to the sum of (i) the amount of
  the Employee's then current annual base salary, plus (ii) the greater of
  (A) the Employee's target bonus amount for the then current year or (B)
  50% of the amount of the Employee's then annual base salary.  In
  addition, the Company will provide the Employee with executive
  outplacement services of the Employee's choice for up to one year. 
  
       (c)  Change of Control.  In the event of the termination of the
  Employee's employment by the Company without Cause or the termination of
  employment by the Employee for Good Reason, in each case within one year
  after a Change of Control (as defined below) and:
  
            (i)  such Change of Control shall occur within two years after
  the date hereof, then the Employee shall be entitled to receive a
  lump-sum cash payment equal to three times the sum of (I) the amount of
  the Employee's then current annual base salary, plus (II) the greater of
  (A) the Employee's target bonus amount for the then current year or (B)
  50% of the amount of the Employee's then annual base salary; or (ii)
  such Change of Control shall occur during the period commencing two
  years after the date hereof and ending four years after the date hereof,
  then the Employee shall be entitled to receive a lump-sum cash payment
  equal to two times the sum of (I) the amount of the Employee's then
  current annual base salary, plus (II) the greater of (A) the Employee's
  target bonus amount for the then current year or (B) 50% of the amount
  of the Employee's then annual base salary; or (iii) such Change of
  Control shall occur more than four years after the date hereof, then the
  Employee shall be entitled to receive a lump-sum cash payment equal to
  the sum of (I) the amount of the Employee's then current annual base
  salary, plus (II) the greater of (A) the Employee's target bonus amount
  for the then current year or (B) 50% of the amount of the Employee's
  then annual base salary. If the payment to the Employee provided in this
  Section 6(c), together with all other payments, distributions and
  acceleration of rights benefiting the Employee pursuant to any
  agreement, plan, program or arrangement of the Company, including the
  acceleration of vesting of stock options and restricted stock, shall be
  subject to the excise tax imposed by Section 4999 of the Internal
  Revenue Code of 1986, as amended (the "Code"), or any successor
  provision, by reason of being contingent on a change in the ownership or
  effective control of the Company pursuant to Section 280G of the Code, or
  any successor provision, or subject to any comparable state or local
  taxes; then the Employee shall be entitled to receive an additional
  payment or payments in an amount (after taking into account federal,
  state and local income taxes payable by the Employee as a result of the
  receipt of such amount) necessary to place the Employee in the same
  after-tax position as would have been the case if no such excise tax
  were imposed.
  
  The Company shall also provide the Employee with executive outplacement
  services of the Employee's choice for up to one year.
  
  "Change of Control" means (i) a merger or consolidation to which the
  Company is a party if all persons who were stockholders of the Company
  immediately prior to the effective date of such merger or consolidation
  become beneficial owners (as defined in Rule 13d-3 under the Securities
  Exchange Act of 1934, as amended (the "Exchange Act")) of less than 50% 
  of the total combined voting power for election of directors of the
  surviving corporation or entity following the effective date of such
  merger or consolidation; (ii) the acquisition or holding of direct or
  indirect beneficial ownership (as defined under Rule 13d-3 of the
  Exchange Act) of securities of the Company representing in the aggregate
  30% or more of the total combined voting power of the Company's then
  issued and outstanding voting securities by any person, entity or group
  of associated persons or entities acting in concert, other than Box
  Brothers Holding Company, any employee benefit plan of the Company or of
  any subsidiary of the Company, or any entity holding such securities for
  or pursuant to the terms of any such plan, beginning from and after such
  time as Box Brothers Holding Company shall no longer have direct or
  indirect beneficial ownership (as so defined) of securities of the
  Company representing in the aggregate a larger percentage of the total
  combined voting power of the Company's then issued and outstanding
  securities than that held by any other person, entity or group; (iii)
  during such time as Box Brothers Holding Company, Inc. owns or controls
  a majority of the voting power for the election of directors of the
  Company, a change in the ownership of a majority of the voting power for
  the election of directors of Box Brothers Holding Company, Inc. such
  that the entity, voting trust or group holding such voting power of Box
  Brothers Holding Company, Inc. shall not include and be controlled by
  Don D. Box or any affiliate of Don D. Box; (iv) the sale of all or
  substantially all of the assets of the Company to any person or entity
  that is not a wholly owned subsidiary of the Company; or (v) the
  approval by the stockholders of the Company of any plan or proposal for
  the liquidation of the Company or its subsidiaries, other than into the
  Company.
  
     7.  Nondisclosure.  (a)  The Employee hereby acknowledges that in
  connection with employment by the Company, the Employee will be exposed
  to and may obtain certain information, including, without limitation,
  information, trade secrets, formulae, technical data and know-how,
  regarding the business and operations of the Company (collectively,
  "Confidential Information"); Confidential Information, however, shall
  not include information disclosed or otherwise made available to the
  general public, information disclosed to third parties by the Company
  without restriction on such third parties and information released from 
  confidential treatment by written consent of the Company.  The Employee
  further acknowledges that such Confidential Information is unique,
  valuable, considered trade secrets and deemed proprietary by the
  Company.
  
       (b)  The Employee agrees that all Confidential Information is and
  will remain the property of the Company.  The Employee further agrees,
  for the duration of the Term and thereafter, to hold in strictest
  confidence all Confidential Information, and not, directly or
  indirectly, to duplicate, sell, use, lease, commercialize, disclose or
  otherwise divulge to any person or entity any portion of the
  Confidential Information or use any Confidential Information for the
  Employee's benefit or profit or allow any person, entity or third party,
  other than the Company and its authorized employees to use or otherwise
  gain access to any Confidential Information.
  
       (c)  All written Confidential Information and all memoranda, notes,
  records or other documents made or compiled by, or otherwise made
  available to, the Employee concerning the business of the Company or its
  affiliates shall be the Company's property and shall be delivered to the
  Company upon the termination of the Employee's employment hereunder or
  at any time upon the request of the Company.  The Employee shall not at
  any time have or claim any right, title or interest in any material or
  matter of any sort prepared for or used in connection with the business
  or promotion of the Company or its affiliates. 
  
       8.  Non-Solicitation.  The Employee further agrees that during
  employment by the Company and for a period of one year after termination
  of employment, except when acting on behalf of the Company, the Employee
  will not, directly or indirectly in any manner or capacity induce any
  person, who at any time during the Employee's employment was an the
  employee of the Company, to discontinue his or her employment with the
  Company or to interfere with the business of the Company.
  
       9.  Assignment.  The Employee may not delegate the performance of
  any of the Employee's obligations or duties hereunder, or assign any
  rights hereunder. Any such purported delegation or assignment in the
  absence of such written consent shall be null and void and of no force
  or effect.  Subject to the foregoing, this Agreement shall be binding
  upon and shall inure to the benefit of the respective successors and
  assigns of the parties hereto.
  
       10.  Survival of Covenants.  Notwithstanding anything contained in
  this Agreement, upon the expiration of the Term or in the event this
  Agreement is terminated for any reason whatsoever, the covenants and
  agreements of the Employee contained in Sections 9 and 10 hereof shall
  survive any such expiration or termination and shall not lapse.
  
       11.  Severability.  In case any one or more provisions contained in
  this Agreement shall, for any reason, be held to be invalid, illegal or
  unenforceable in any respect, such invalidity, illegality or
  unenforceability shall not affect any other provision of this Agreement;
  this Agreement shall be construed as if such invalid, illegal or
  unenforceable provision had never been contained herein.  
  
       12.  Waiver of Default.  Any waiver by either party of a breach of
  any provision in this Agreement shall not operate as or be construed as
  a waiver of any subsequent breach thereof.
  
       13.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT
  REGARD TO ITS RULES REGARDING CONFLICT OF LAWS.
   
       14.  Entire Agreement.  This Agreement represents the entire
  agreement between the parties hereto with respect to the subject matter
  hereof and supersedes any and all prior agreements and understandings
  with respect to such subject matter.
  
       15.  Amendment.  This Agreement may not be amended, altered or
  modified in any respect, except by an instrument in writing signed by
  the parties hereto.
  
       16.  Notices.  Notices given pursuant to the provisions of this
  Agreement shall be in writing and shall be deemed given: upon receipt if
  personally delivered or sent by facsimile transmission, or three days
  after deposit if sent by certified mail, return receipt requested, to
  the following address:
  
       To the Company:  Box Energy Corporation
                        8201 Preston Road, Suite 600
                        Dallas, Texas 75225-6211
                        Attention:  Don D. Box
                        Facsimile Number: (214) 890-8096
  
       To the Employee:  James A. Watt
                         3537 Haynie Avenue
                         Dallas, Texas 75205
  
  or such other address as shall be furnished in writing by either party
  to the other party.
  
       17.  Headings.  Section headings contained in this Agreement are
  for reference purposes only and shall not affect the meaning or
  interpretation of this Agreement.
  
       18.  Counterparts.  This Agreement may be executed in counterparts,
  each of which shall be deemed an original, but all of which together
  shall constitute one and the same instrument.
  
       IN WITNESS WHEREOF, the parties hereto have duly executed this
  Agreement effective as of the day and year first above written.
  
  
                                BOX ENERGY CORPORATION
  
  
                                By /s/ Don D. Box
                                   -------------------
                                     Don D. Box
                                     Chairman of the Board and
                                     Chief Executive Officer
  
  
                                EMPLOYEE:
  
  
                                     /s/ James A. Watt
                                    -------------------
                                       James A. Watt