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                                                                    EXHIBIT 10.6

                                DEVX ENERGY, INC.

                  FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

1.       Grant of Option. Pursuant to the DEVX ENERGY, INC. Directors'
         Non-Qualified Stock Option Plan, as amended, (the "PLAN") for directors
         of DEVX ENERGY, INC., a Delaware corporation (the "COMPANY"), the
         Company grants to:

                                     (Name)
                               (the "PARTICIPANT")

         an option to purchase from the Company a total of ______ full shares
         ("OPTIONED SHARES") of Common Stock ("COMMON STOCK") of the Company at
         $______ per share (being the Fair Market Value per share of the Common
         Stock on this Date of Grant), in the amounts, during the periods, and
         upon the terms and conditions set forth in this Agreement. The Date of
         Grant of this Stock Option is _________________. This Stock Option is a
         Non-qualified Stock Option.

2.       Subject to Plan. The Plan is a separate legal document that contains
         the general terms and conditions applicable to this Stock Option. This
         Stock Option and its exercise are subject to the terms and conditions
         of the Plan, but the terms of the Plan shall not be considered an
         enlargement of any benefits under this Agreement. This Stock Option is
         subject to any rules promulgated pursuant to the Plan by the Board or
         the Committee and communicated to the Participant in writing.

3.       Definitions. The capitalized terms used herein that are defined in the
         Plan shall have the same meanings assigned to them in the Plan. For the
         purpose of this Stock Option "CHILD" means a lawful descendant in the
         first degree of the Participant whether by blood or by adoption during
         minority by the Participant.

4.       Vesting; Time of Exercise. This Stock Option shall be vested and
         exercisable immediately upon stockholder approval of the amendments to
         the Plan authorized by the Board of Directors on October 6, 2000 and
         December 15, 2000 is obtained.

5.       Term; Forfeiture. This Stock Option, and all unexercised Optioned
         Shares granted to the Participant hereunder, will terminate and be
         forfeited at the first of the following to occur:

                  (a)      5:00 p.m. on October 27, 2010;

                  (b)      5:00 p.m. on the date which is one hundred eighty
                           (180) days following the Participant's Termination of
                           Service of the Participant due to death or
                           Disability;


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                  (c)      5:00 p.m. on the 90th day after any other Termination
                           of Service of the Participant.

6.       Who May Exercise. Subject to the terms and conditions set forth in
         SECTION 5 above, during the lifetime of the Participant, this Stock
         Option may be exercised only by the Participant, the Participant's
         guardian and any person or entity to whom this Stock Option is assigned
         in accordance with SECTION 9 below. If a Termination of Service of the
         Participant occurs as a result of Death or Disability prior to the
         termination date specified in SECTION 5(a) hereof and the Participant
         has not exercised this Stock Option as to all of the number of Optioned
         Shares hereof as of the date of Death or Disability, the following
         persons may exercise the exercisable portion of this Stock Option on
         behalf of the Participant at any time prior to the earlier of the dates
         specified in SECTIONS 5(a) OR (b) hereof: (i) if the Participant is
         disabled, the guardian of the Participant; or (ii) if the Participant
         dies, the personal representative of his estate, or the person who
         acquired the right to exercise this Stock Option by bequest or
         inheritance or by reason of the death of the Participant; provided that
         this Stock Option shall remain subject to the other terms of this
         Agreement, the Plan, and applicable laws, rules, and regulations.

7.       No Fractional Shares. This Stock Option may be exercised only with
         respect to full shares of Common Stock, and no fractional share of
         Common Stock shall be issued.

8.       Manner of Exercise. Subject to such administrative regulations as the
         Board or the Committee may from time to time adopt, this Stock Option
         may be exercised by the delivery of written notice to the Secretary of
         the Company setting forth the number of shares of Common Stock with
         respect to which the Stock Option is to be exercised and the date of
         exercise thereof (the "EXERCISE DATE") which shall be at least three
         (3) days after giving such notice unless an earlier time shall have
         been mutually agreed upon. On the Exercise Date, the Participant shall
         deliver to the Company consideration with a value equal to the total
         Option Price of the shares to be purchased, payable as follows: (a)
         cash, check, bank draft, or money order payable to the order of the
         Company, (b) Common Stock (including Restricted Stock) owned by the
         Participant on the Exercise Date, valued at its Fair Market Value on
         the Exercise Date, (c) by delivery to the Company or its designated
         agent of an executed irrevocable option exercise form together with
         irrevocable instructions from the Participant to a broker or dealer,
         reasonably acceptable to the Company, to sell certain of the shares of
         Common Stock purchased upon exercise of the Stock Option or to pledge
         such shares as collateral for a loan and promptly deliver to the
         Company the amount of sale or loan proceeds necessary to pay such
         purchase price, and/or (d) in any other form of valid consideration
         that is acceptable to the Committee in its sole discretion.

         Upon payment of all amounts due from the Participant, the Company shall
         cause certificates for the Optioned Shares then being purchased to be
         delivered as directed by the Participant (or the person exercising the
         Participant's Stock Option pursuant to SECTION 6) at its principal
         business office promptly after the Exercise Date. The obligation of the
         Company to deliver shares of Common Stock shall, however, be subject to
         the condition that if at any time the Committee shall determine in its
         discretion that the listing,


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         registration, quotation or qualification of the Stock Option or the
         Optioned Shares upon any securities exchange or inter-dealer quotation
         system or under any state or federal law, or the consent or approval of
         any governmental regulatory body, is necessary or desirable as a
         condition of, or in connection with, the Stock Option or the issuance
         or purchase of shares of Common Stock thereunder, then the Stock Option
         may not be exercised in whole or in part unless such listing,
         registration, qualification, consent, or approval shall have been
         effected or obtained free of any conditions not acceptable to the
         Committee.

         If the Participant fails to pay for any of the Optioned Shares
         specified in such notice or fails to accept delivery thereof, then the
         Participant's right to purchase such Optioned Shares may be terminated
         by the Company.

         The Company shall have the right to deduct from all amounts hereunder
         paid in cash or other form, any federal, state, or local taxes required
         by law to be withheld with respect to such payments. The Participant
         receiving shares of Common Stock issued under this Stock Option shall
         be required to pay the Company the amount of any taxes which the
         Company is required to withhold with respect to such shares of Common
         Stock. Notwithstanding the foregoing, in the event of an assignment of
         this Stock Option pursuant to SECTION 9 below, the Participant who
         assigns this Stock Option shall remain subject to withholding taxes
         upon exercise of this Stock Option by the transferee to the extent
         required by the Code or the rules and regulations promulgated
         thereunder. Such payments shall be required to be made prior to the
         delivery of any certificate representing such shares of Common Stock.
         Such payment may be made in cash, by check, or through the delivery of
         shares of Common Stock owned by the Participant (which may be effected
         by the actual delivery of shares of Common Stock by the Participant or
         by the Company's withholding a number of shares to be issued upon
         exercise of this Stock Option, if applicable), which shares have an
         aggregate Fair Market Value equal to the required minimum withholding
         payment, or any combination thereof.

9.       Assignability. This Stock Option is not assignable or transferable by
         the Participant except (i) by will or the laws of descent and
         distribution, (ii) pursuant to a qualified domestic relations order as
         defined in the Code or Title I of the Employee Retirement Income
         Security Act of 1974, as amended, or (iii) to (A) the spouse, children
         or grandchildren of the Participant ("IMMEDIATE FAMILY MEMBERS"), (B) a
         trust or trusts for the exclusive benefit of one or more Immediate
         Family Members, (C) a partnership in which one or more Immediate Family
         Members are the only partners, (D) an entity exempt from federal income
         tax pursuant to Section 501(c)(3) of the Code or any successor
         provision, or (E) a split interest trust or pooled income fund
         described in Section 2522(c)(2) of the Code or any successor provision
         so long as (x) there shall be no consideration for any such transfer,
         and (y) subsequent transfers of this Stock Option shall be prohibited
         except those by will or the laws of descent and distribution or
         pursuant to a qualified domestic relations order as defined in the Code
         or Title I of the Employee Retirement Income Security Act of 1974, as
         amended. Following transfer, this Stock Option shall continue to be
         subject to the same terms and conditions as were applicable immediately
         prior to transfer, provided that for purposes of ARTICLES 10, 11, 13,
         14, 15, 16 AND 17 of the Plan and for this Stock Option Agreement, the
         term, "Participant" shall be deemed to include the transferee. The
         events of



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         Termination of Service in ARTICLE 9 of the Plan shall continue to be
         applied with respect to the original Participant, following which this
         Stock Option shall be exercisable by the transferee only to the extent
         and for the periods specified herein.

10.      Rights as Stockholder. The Participant will have no rights as a
         stockholder with respect to any shares covered by this Stock Option
         until the issuance of a certificate or certificates to the Participant
         for the shares. Except as otherwise provided in SECTION 11 hereof, no
         adjustment shall be made for dividends or other rights for which the
         record date is prior to the issuance of such certificate or
         certificates.

11.      Adjustment of Number of Shares and Related Matters. The number of
         shares of Common Stock covered by this Stock Option, and the Option
         Price thereof, shall be subject to adjustment in accordance with
         ARTICLES 13, 14, AND 15 of the Plan.

12.      Participant's Representations. Notwithstanding any of the provisions
         hereof, the Participant hereby agrees that he or she will not exercise
         the Stock Option granted hereby, and that the Company will not be
         obligated to issue any shares to the Participant hereunder, if the
         exercise thereof or the issuance of such shares shall constitute a
         violation by the Participant or the Company of any provision of any law
         or regulation of any governmental authority. Any determination in this
         connection by the Committee shall be final, binding, and conclusive.
         The obligations of the Company and the rights of the Participant are
         subject to all applicable laws, rules, and regulations.

13.      Investment Representation. Unless the Common Stock is issued to him in
         a transaction registered under applicable federal and state securities
         laws, by his or her execution hereof, the Participant represents and
         warrants to the Company that all Common Stock which may be purchased
         hereunder will be acquired by the Participant for investment purposes
         for his or her own account and not with any intent for resale or
         distribution in violation of federal or state securities laws. Unless
         the Common Stock is issued to him in a transaction registered under the
         applicable federal and state securities laws, all certificates issued
         with respect to the Common Stock shall bear an appropriate restrictive
         investment legend.

14.      Participant's Acknowledgments. The Participant acknowledges receipt of
         a copy of the Plan, which is annexed hereto, and represents that he or
         she is familiar with the terms and provisions thereof, and hereby
         accepts this Stock Option subject to all the terms and provisions
         thereof. The Participant hereby agrees to accept as binding,
         conclusive, and final all decisions or interpretations of the Board, as
         that term is defined in the Plan, upon any questions arising under the
         Plan or this Agreement.

15.      Governing Law: Forum. This Agreement shall be governed by, construed,
         and enforced in accordance with the laws of the State of Texas
         (excluding any conflict of laws rule or principle of Texas law that
         might refer the governance, construction, or interpretation of this
         agreement to the laws of another state). The parties agree that any
         proceeding regarding any dispute arising out of the subject matter
         hereof shall be exclusively brought in federal or state courts sitting
         in Dallas, Texas, U.S.A., and the parties hereto irrevocably waive any
         objection to such venue based on forum nonconvenience or similar
         principle.



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16.      No Right to Continue Employment. Nothing herein shall be construed to
         confer employee status upon the Participant or the right to continue in
         the employment of or to continue to hold any position with the Company
         or any Subsidiary or interfere with or restrict in any way the right of
         the Company or any Subsidiary to discharge the Participant at any time
         (subject to any contract rights of the Participant).

17.      Legal Construction. In the event that any one or more of the terms,
         provisions, or agreements that are contained in this Agreement shall be
         held by a Court of competent jurisdiction to be invalid, illegal, or
         unenforceable in any respect for any reason, the invalid, illegal, or
         unenforceable term, provision, or agreement shall not affect any other
         term, provision, or agreement that is contained in this Agreement and
         this Agreement shall be construed in all respects as if the invalid,
         illegal, or unenforceable term, provision, or agreement had never been
         contained herein.

18.      Covenants and Agreements as Independent Agreements. Each of the
         covenants and agreements that is set forth in this Agreement shall be
         construed as a covenant and agreement independent of any other
         provision of this Agreement. The existence of any claim or cause of
         action of the Participant against the Company, whether predicated on
         this Agreement or otherwise, shall not constitute a defense to the
         enforcement by the Company of the covenants and agreements that are set
         forth in this Agreement.

19.      Entire Agreement. This Agreement together with the Plan supersede any
         and all other prior understandings and agreements, either oral or in
         writing, between the parties with respect to the subject matter hereof
         and constitute the sole and only agreements between the parties with
         respect to the said subject matter. All prior negotiations and
         agreements between the parties with respect to the subject matter
         hereof are merged into this Agreement. Each party to this Agreement
         acknowledges that no representations, inducements, promises, or
         agreements, orally or otherwise, have been made by any party or by
         anyone acting on behalf of any party, which are not embodied in this
         Agreement or the Plan and that any agreement, statement or promise that
         is not contained in this Agreement or the Plan shall not be valid or
         binding or of any force or effect.

20.      Parties Bound. The terms, provisions, representations, warranties,
         covenants, and agreements that are contained in this Agreement shall
         apply to, be binding upon, and inure to the benefit of the parties and
         their respective heirs, executors, administrators, legal
         representatives, and permitted successors and assigns.

21.      Modification. No change or modification of this Agreement shall be
         valid or binding upon the parties unless the change or modification is
         in writing and signed by the parties. Notwithstanding the preceding
         sentence, the Company may amend the Plan or revoke this Stock Option to
         the extent permitted in the Plan.

22.      Headings. The headings that are used in this Agreement are used for
         reference and convenience purposes only and do not constitute
         substantive matters to be considered in construing the terms and
         provisions of this Agreement.


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23.      Gender and Number. Words of any gender used in this Agreement shall be
         held and construed to include any other gender, and words in the
         singular number shall be held to include the plural, and vice versa,
         unless the context requires otherwise.

24.      Notice. Any notice required or permitted to be delivered hereunder
         shall be deemed to be delivered only when actually received by the
         Company or by the Participant, as the case may be, at the addresses set
         forth below, or at such other addresses as they have theretofore
         specified by written notice delivered in accordance herewith:

         (A) Notice to the Company shall be addressed and delivered as follows:

                  DevX  Energy, Inc.
                  13760 Noel Rd., Suite 1030,
                  Dallas, TX, 75240-7336
                  Attention: Chairman

         (B) Notice to the Participant shall be addressed and delivered as
             follows:

                                    (Address)


                                    * * * * *


         IN WITNESS WHEREOF, the Company has caused this Agreement to be
         executed by its duly authorized officer, and the Participant, to
         evidence his or her consent and approval of all the terms hereof, has
         duly executed this Agreement, as of the date specified in SECTION 1
         hereof.


DEVX ENERGY, INC.

By:
   ---------------------
Title: Chairman

PARTICIPANT:





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(Name>>