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                                                                   Exhibit 10.6
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July 10, 1996

Mr. Mitch C. Green
132 Rustic Meadow
Coppell, TX  75019


Dear Mitch:

                Re: Agreement Regarding Termination of Employment

           This letter is intended to reflect the agreement between you and
Queen Sand Resources, Inc. a Nevada corporation ("QSR"), Northland Operating Co.
("Northland"), and Queen Sand Resources, Inc., a Delaware corporation ("QSRD").
Such corporations are hereinafter collectively referred to as the "Companies".

           By mutual decision, it is agreed that you have resigned and
terminated, effective immediately, your employment with QSR and Northland, and
all positions held by you as an officer and/or director of QSR and Northland.

           By way of severance, and to reflect the Companies appreciation for
your services, the Companies have offered, and you have accepted, the following:

1.         Three months salary, being the sum of $21,000, which shall be paid
           promptly upon the joint execution of this agreement. There shall be
           deducted from such payment withholdings required under the rules and
           regulations of the Internal Revenue Service.

2.         One Hundred Thousand Shares (100,000) of the common stock of QSRD.
           Such stock shall be issued and delivered to you within ninety days
           from the date of this agreement. It is acknowledged and understood
           that the issuance of such shares is a private sale of such
           securities, that such securities shall not be registered, and that,
           therefore, such shares are accordingly restricted under and according
           to the rules of the Securities and Exchange Commission, and that such
           shares shall contain a legend reflecting that such shares are not
           registered.

           For the consideration hereinabove recited, Mitch Green, for himself,
and for his administrators, his agents, assigns, executors, heirs, and any one
claiming through him, does hereby release, waive, relinquish, and discharge any
and all claims, demands, debts, actions, or causes of action or suits whatsoever
for damages or relief of any kind that he may have, or which he has or could
have asserted, against the Companies, their officers, directors, attorneys,
agents, employees, servants and successors, based in any way upon any and all
facts, matters, undertakings, statements, etc. occurring at or prior to the
execution of this agreement, whether known or unknown to the parties, or arising
out of or resulting from or in any way connected with or related to (i) any and
all communications, dealings, contacts, contracts, and transactions of every
kind and character that Mitch Green may have with the Companies, and (ii) any
and all 
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communications, dealings, contacts, etc. relating to the termination of
the employment of Mitch Green with QSR and Northland, and the termination of the
offices held by Mitch Green with QSR and Northland.

           This letter reflects the entire agreement between you and the
Companies. There are no other statements and/or representations, relied upon by
the parties, which are not set forth herein.

           By your execution of this agreement in the space provided below, this
agreement shall be binding and effective between you and the Companies,
according to its terms.

                                Yours truly,


                                Queen Sand Resources, Inc.,
                                A Nevada corporation


                                By:  /s/ Robert Lindsay
                                     ----------------------------------------
                                     Robert Lindsay, Chief Operating Officer


                                Queen Sand Resources, Inc.,
                                A Delaware corporation


                                By:  /s/ Robert Lindsay
                                     ----------------------------------------
                                     Robert Lindsay, Chief Operating Officer


                                Northland Operating Co.


                                By:  /s/ Robert Lindsay
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                                     Robert Lindsay, Vice President

Agreed and Accepted this 
10th day of July, 1996.



/s/ Mitch C. Green
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    Mitch C. Green


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