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                                                                   EXHIBIT 10.28


                              EMPLOYMENT AGREEMENT

                  THIS AGREEMENT is made and entered into as of the 10th day of
November, 2000 by and between DevX Energy, Inc., having its principal executive
offices at 13760 Noel Road, Suite 1030, Dallas TX 75240-7336, and William W.
Lesikar having a mailing address at 6730 Blue Valley Lane, Dallas, TX., 75214.


WHEREAS:

         a.       The Executive has extensive knowledge of and experience in the
                  oil and gas industry in the United States and the geographic
                  areas in which the Company and its subsidiaries carry on
                  business.

         b.       The Executive is desirous of being employed by the Company and
                  the Company is desirous of employing the Executive upon the
                  terms herein provided.

         c.       The Company has determined that it is in its best interests to
                  provide the Executive with compensation and benefits under the
                  provisions of a contract of employment that will assure the
                  Company that it will have the full attention and dedication of
                  the Executive notwithstanding the possibility, threat or
                  occurrence of a Change of Control (as defined below), and that
                  will diminish the inevitable distraction of the Executive by
                  virtue of the personal uncertainties and risks created by the
                  absence of a contract of employment.

         d.       The Company wishes to protect the Executive from loss of
                  compensation and benefits if his continued employment with the
                  Company is no longer possible through no fault of the
                  Executive.

                  NOW, THEREFORE, in consideration of these premises and the
mutual covenants herein contained, the Company and the Executive hereby agree as
follows:

1.       DEFINITIONS. The capitalized terms defined in this Section shall have
         the meanings assigned to them in this Section whether the particular
         term is used herein in the singular or in the plural.


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         1.1.     "Affiliate" has the meaning set out in Rule 405 promulgated
                  under the Securities Act of 1933, as amended.

         1.2.     "Base Salary" has the meaning set in Schedule B as same may be
                  amended from time to time.

         1.3.     "Beneficial Ownership" has the meaning set out in Rule 13d-3
                  promulgated under the Securities Exchange Act of 1934, as
                  amended.

         1.4.     "Bonus" has the meaning set out in paragraph B of Schedule A

         1.5.     "Cause" means:

                  1.5.1.   the willful and continued failure by the Executive to
                           substantially perform his duties with the Company
                           (other than any such failure resulting from
                           incapacity due to physical or mental illness), where
                           such failure has not been remedied within a
                           reasonable time after having received a written
                           demand for substantial performance from the Company
                           which specifically identified the manner in which the
                           Company believed that the Executive had not
                           substantially performed his duties, provided that no
                           act, or failure to act, on the Executive's part shall
                           be considered "willful" unless done, or omitted to be
                           done, by him not in good faith and without reasonable
                           belief that his action or omission was not in the
                           best interest of the Company, or

                  1.5.2.   a good faith determination by the Company that the
                           Executive is guilty of illegal substance abuse, moral
                           turpitude, fraud upon the Company or embezzlement
                           provided that no determination of illegal substance
                           abuse or moral turpitude may be made against the
                           Executive without giving the Executive notice of the
                           allegations against him in reasonable detail and
                           giving him an opportunity to present, not less than
                           30 calendar days later, such evidence or make such
                           submissions in respect thereof to the Company as the
                           Executive deems advisable.



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                  1.5.3.   the final, non-appealable felony conviction of the
                           Executive.

         1.6.     "Change of Control" means any of the following:

                  1.6.1.   any consolidation or merger of the Company in which
                           the Company is not the continuing or surviving
                           corporation or pursuant to which shares of the
                           Company's common stock would be converted into cash,
                           securities or other property, other than a merger of
                           the Company in which the holders of the Company's
                           common stock immediately prior to the merger have the
                           same proportionate ownership of common stock of the
                           surviving corporation immediately after the merger;

                  1.6.2.   any sale, lease, exchange or other transfer (in one
                           transaction or a series of related transactions) of
                           all or substantially all of the assets of the
                           Company;

                  1.6.3.   any approval by the stockholders of the Company of
                           any plan or proposal for the liquidation or
                           dissolution of the Company;

                  1.6.4.   the cessation of control (by virtue of their not
                           constituting a majority of directors) of the
                           Company's Board of Directors by the Continuing
                           Directors.

                  1.6.5.   (A) the acquisition of beneficial ownership of an
                           aggregate of 15% of the voting power of the Company's
                           outstanding voting securities by any person or group
                           who Beneficially Owned less than 10% of the voting
                           power of the Company's outstanding voting securities
                           on the Effective Date, (B) the acquisition of
                           Beneficial Ownership of an additional 5% of the
                           voting power of the Company's outstanding voting
                           securities by any person or group who Beneficially
                           Owned at least 10% of the voting power of the
                           Company's outstanding voting securities on the
                           Effective Date, or (C) the execution by the Company
                           and a stockholder of a contract that by its terms
                           grants such stockholder (in its, hers or his capacity
                           as a


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                           stockholder) or such stockholder's Affiliate
                           including, without limitation, such stockholder's
                           nominee to the Board of Directors (in its, hers or
                           his capacity as an Affiliate of such stockholder),
                           the right to veto or block decisions or actions of
                           the Board of Directors; provided, however, that
                           notwithstanding the foregoing, the events described
                           in items (A), (B) or (C) above shall not constitute a
                           Change in Control hereunder if the acquiring person
                           or group is (aa) a trustee or other fiduciary holding
                           securities under an employee benefit plan of the
                           Company and acting in such capacity, (bb) a
                           corporation owned, directly or indirectly, by the
                           stockholders of the Company in substantially the same
                           proportions as their ownership of voting securities
                           of the Company and, provided further, that none of
                           the following shall constitute a Change in Control:
                           (xx) the right of the holders of any voting
                           securities of the Company to vote as a class on any
                           matter or (yy) any vote required of disinterested or
                           unaffiliated directors or stockholders including,
                           without limitation, pursuant to Section 144 of the
                           Delaware General Corporation Law or Rule 16b-3
                           promulgated pursuant to the Securities Exchange Act
                           of 1934; or

                  1.6.6.   subject to applicable law, in a Chapter 11 bankruptcy
                           proceeding, the appointment of a trustee or the
                           conversion of a case involving the Company to a case
                           under Chapter 7; and

                  1.6.7.   notwithstanding anything in this Agreement to the
                           contrary, the transactions contemplated by the
                           Pre-Effective Amendment No. 1 to the Company's
                           Registration Statement on form S-2 filed with the
                           Securities & Exchange Commission on October 6, 2000
                           shall not be considered a change of control
                           hereunder.

         1.7.     "Continuing Directors" the individuals who were directors at
                  Effective Date or become directors thereafter but whose
                  election was approved by a vote of at least two-thirds of the
                  directors who were directors as of the Effective Date or whose
                  own election was previously so approved;



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         1.8.     "Company" means DevX Energy, Inc. a company incorporated under
                  the laws of the state of Nevada.

         1.9.     "Company Group" means the Company, DevX Energy, Inc., a
                  Delaware corporation, DevX Operating Co., Corrida Resources,
                  Inc., and any other entity that directly or indirectly
                  controls, is controlled by, or is under common control with
                  the Company or such one or more of the foregoing as the
                  context may require.

         1.10.    "Confidential Information" means all written, computer
                  readable or other tangible forms of information, documents,
                  memoranda, or other materials prepared by or on behalf of or
                  pertaining to the Company Group and the business, properties
                  and assets thereof including, without limitation, employee
                  lists, production reports, reserve reports, exploration
                  targets, work-over programs, capital expenditures, proposed or
                  planned acquisitions or divestments, performance reports,
                  plans, studies, projections, methods, designs, investigative
                  or production techniques at any time used, developed,
                  investigated, made or sold by or on behalf of the Company
                  Group (whether or not by the Executive), before or during the
                  term of this Agreement, that are maintained as confidential by
                  the Company Group or any part thereof but does not include
                  information that is readily available to the public or that
                  was known to the Executive prior to his becoming employed by
                  any member of the Company Group (provided that the onus to
                  establish that the information was not Confidential
                  Information as defined in this Agreement shall be on the
                  Executive).








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         1.11.    "Date of Termination" means the date on which the Company
                  notifies the Executive of such termination or the date on
                  which the Executive notifies the Company that he is
                  terminating the Agreement for Good Reason as the case may be,
                  provided that if the Executive's employment is terminated by
                  reason of death, the Date of Termination shall be the date of
                  death of the Executive and provided further that if a Change
                  of Control occurs within 30 days of the date on which the
                  Company notifies the Executive that his employment has been
                  terminated and the Executive can reasonably demonstrate that
                  such termination arose in the contemplation of a Change of
                  Control, then the Date of Termination shall be deemed to be
                  the day following the Change of Control.

         1.12.    "Disability" means a condition of ill health or physical or
                  mental incapacity, that, in the good faith opinion of the
                  Compensation Committee of the Company's Board of Directors,
                  and, notwithstanding the reasonable accommodations made by the
                  Company, renders the Executive materially unable or unwilling
                  to perform his duties under this Agreement, and for a period
                  of not less than 180 consecutive days, or for a cumulative
                  period of not less than 270 days within any 12-month period
                  irrespective of whether or not all or any such 270 days are
                  consecutive.

         1.13.    "Effective Date" means November 10, 2000.

         1.14.    "Employment Period" has the meaning specified in Section 4.

         1.15.    "Executive" means William W. Lesikar.

         1.16.    "Failure to Relocate" means a refusal by or the inability or
                  failure of the Executive to relocate his residence outside of
                  the Dallas area and thenceforth to carry out his regular,
                  full-time duties from such other location within 90 days of
                  being requested to do so by the Board of Directors as
                  contemplated by paragraph 3 hereof (other than any such
                  inability or failure during a period of incapacity due to
                  mental or physical illness). Provided that the Failure to
                  Relocate shall not be considered Cause or Good Reason for the
                  purposes of this Agreement.



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         1.17.    "Good Reason" means any of the following:

                  1.17.1.  Without his express written consent, the assignment
                           to the Executive of any duties materially
                           inconsistent with his positions, duties,
                           responsibilities and status with the Company as of
                           the Effective Date, a substantial reduction in his
                           reporting responsibilities, titles or offices as of
                           the Effective Date as the same may be increased from
                           time to time, or any removal of the Executive from or
                           any failure to re-elect the Executive to any of such
                           positions, except as such removal or failure arises
                           in connection with the termination of his employment
                           for Cause, Disability or as a result of his death or
                           by the Executive other than for Good Reason;

                  1.17.2.  A reduction by the Company in the Executive's Base
                           Salary as in effect at the time of the reduction;

                  1.17.3.  The failure by the Company to continue in effect any
                           benefit or compensation plan (including but not
                           limited to any stock option plan, pension plan or,
                           health and accident plan) in which the Executive from
                           time to time participates (or plans providing
                           substantially similar benefits, and whether by or
                           through the Company or another member of the Company
                           Group), the taking of any action by the Company which
                           would adversely affect the Executive's participation
                           in or materially reduce his benefits under any of
                           such plans or deprive him of any material fringe
                           benefit enjoyed by him, or the failure by the Company
                           to provide the Executive with the number of paid
                           vacation days to which he is then entitled on the
                           basis of years of service with the Company in
                           accordance with the Company's normal vacation policy
                           in effect immediately prior to the Effective Date
                           except for such changes in benefits that affect all
                           executive officers of the Company and do not result
                           in a proportionately greater reduction in the rights
                           of or benefits to the Executive as compared with any
                           other executive officer of the Company;



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                  1.17.4.  Any failure of the Company to obtain the assumption
                           of, or the agreement to perform, this Agreement by
                           any successor as contemplated in Section 14.1 hereof;

                  1.17.5.  Any purported termination of the Executive's
                           employment by the Company which is not effected
                           pursuant to Section 6.7.1 hereof;

                  1.17.6.  Neither the decision nor the notification by the
                           Company that it does not intend to extend the
                           Employment Period shall be considered to be Good
                           Reason provided that the decision not to extend was
                           taken in good faith.

         1.18.    "Notice of Termination" means a written notice which indicates
                  the specific termination provision in this Agreement relied
                  upon, and, to the extent applicable, sets forth in reasonable
                  detail the facts and circumstances claimed to provide a basis
                  for termination of the Executive's employment under the
                  provision so indicated.

         1.19.    "Option Plan" means the 1997 Incentive Equity Plan of the
                  Company as same may be amended or replaced from time to time.

         1.20.    "Target Bonus" has the meaning set out in Schedule B as same
                  may be amended from time to time.

2.       EMPLOYMENT. Upon the terms and subject to the conditions contained in
         this Agreement, the Executive agrees to provide full-time services for
         the Company during the Employment Period. The Executive agrees to
         devote his best efforts to the business of the Company, and shall
         perform his duties in a diligent, trustworthy and business-like manner,
         all for the purpose of advancing the business of the Company.

3.       DUTIES. The Executive shall have the position and title of Chief
         Financial Officer and shall have the duties customarily attendant to
         that office and as may be more particularly set out in Schedule B
         hereto. During the Employment Period, the Executive shall carry out his
         duties at the Company's headquarters in Dallas Texas and his position
         (including status, offices,



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         titles and reporting requirements), authority, duties and
         responsibilities shall be at least commensurate in all material
         respects with the most significant of those set forth in Schedule B.
         Notwithstanding anything in this Agreement to the contrary but subject
         to Section 6.6, the Board of Directors may, upon 90 days notice,
         require the Executive to relocate and thenceforth to carry out his
         regular, full-time duties from such other location. During the
         Employment Period, and excluding any periods of vacation and sick leave
         to which the Executive is entitled, the Executive agrees to devote
         reasonable attention and time during normal business hours to the
         business and affairs of the Company and, to the extent necessary to
         discharge the responsibilities assigned to the Executive hereunder, to
         use the Executive's reasonable best efforts to perform faithfully and
         efficiently such responsibilities. During the Employment Period it
         shall not be a violation of this Agreement for the Executive to (A)
         serve on corporate, civic or charitable boards or committees, (B)
         deliver lectures, fulfill speaking engagements or teach at educational
         institutions, and (C) manage personal investments, so long as such
         activities do not create a conflict of interest with the Company's
         affairs or significantly interfere with the performance of the
         Executive's responsibilities as an employee of the Company in
         accordance with this Agreement.

4.       EMPLOYMENT PERIOD. The employment of the Executive by the Company as
         provided in Paragraph 2 shall be for the period commencing on November
         10, 2000 through and ending on the second anniversary of such date (the
         "EMPLOYMENT PERIOD") unless earlier terminated pursuant to the
         provisions of Section 6; provided, however, that beginning on the first
         anniversary date of the Effective Date of this Agreement and on each
         annual anniversary of such date (such date and each annual anniversary
         thereof herein referred to as the "RESET DATE"), the Employment Period
         shall be automatically extended so as to terminate two years after such
         Reset Date, unless at least 60 days prior to the Reset Date the Company
         shall give notice to the Executive that the Employment Period shall not
         be so extended.

5.       SALARY AND BENEFITS. The salary and benefits of the Executive hereunder
         are as set forth on Schedules A & B attached hereto.

6.       TERMINATION OF EMPLOYMENT. Subject to the terms of this Agreement, the
         Company may terminate the employment of the Executive prior to the
         expiration of the Employment Period at any time as it deems
         appropriate.



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6.1.      Termination Without Cause; Resignation for Good Reason. If during the
          Employment Period, the Executive's employment is terminated by the
          Company without Cause, or the Executive voluntarily terminates his
          employment for Good Reason, the Company shall have no further
          obligation to make any payment or extend any benefit to the Executive,
          except that Company shall pay to the Executive, in a lump sum in cash
          within 30 days after the Date of Termination, an amount equal to the
          sum of:

         6.1.1.   one (1) year's Base Salary at the rate in effect immediately
                  prior to the termination;

         6.1.2.   If, at the Date of Termination, no bonus has been declared by
                  the Board as payable to the Executive in respect of the fiscal
                  year in which termination occurs, the Target Bonus established
                  for the Executive with respect to the year in which the
                  termination occurs, prorated to the Date of Termination;

         6.1.3.   any accrued but unpaid salary and bonuses; and

         6.1.4.   The cash equivalent of unvested options as required by Section
                  6.7.3 hereof.

6.2.     Termination After a Change of Control. If, during the Employment
         Period, the Executive's employment is terminated pursuant to Section
         6.1 and the Date of Termination is within the twelve (12) month period
         following a Change of Control, the Company shall pay to the Executive,
         instead of the amounts provided in 6.1.1 and 6.1.2, an amount that is
         equal to the sum of eighteen (18) month's Base Salary at the rate in
         effect immediately prior to the termination plus the Target Bonus
         established for the Executive with respect to the year in which
         termination occurs.

6.3.     Voluntary Resignation or Termination for Cause. If, during the
         Employment Period, the Executive shall voluntarily terminate his
         employment for other than Good Reason or if the Company shall discharge
         the Executive for Cause, the Company shall have no further obligation
         to make any payment or extend any benefit to the Executive except



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         that the Company shall pay the Executive accrued but unpaid salary,
         bonuses and benefits payable pursuant to Section 5 hereof through the
         Date of Termination.

6.4.     Termination for Disability. If, during the Employment Period, the
         Company terminates this Agreement for Disability, the Company shall
         have no further obligation to make any payment or extend any benefit to
         the Executive except that the Company shall pay to the Executive, or
         his legal representative as the case may be, all accrued but unpaid
         salary and bonuses, if any, provided that if at the Date of Termination
         for Disability, no bonus has been declared by the Board as payable to
         the Executive in respect of the fiscal year in which such termination
         occurs, the Company shall pay the Target Bonus established for the
         Executive with respect to such year, prorated to the Date of
         Termination.

6.5.     Death of the Executive. If the Executive dies prior to the end of
         Employment Period, the Executive's employment and other obligations
         under this Agreement shall automatically terminate and the Company
         shall have no further obligation to make any payment or extend any
         benefit to the Executive as of the end of the month in which the
         Executive's death occurs; provided that the Company shall pay to the
         Executive's estate, as soon as practicable, all accrued and unpaid
         salary and bonuses, if any, provided further that, if no bonus has been
         declared for the year in which death occurred, the Company shall pay
         the Target Bonus established for the Executive in respect of such year
         prorated to the Date of Termination.

6.6.     Failure to Relocate. If the Executive's employment is terminated by the
         Company for Failure to Relocate during the Employment Period, the
         Company shall pay to the Executive in a lump sum in cash within 30 days
         of the Notice of Termination, the aggregate of the amounts the would
         have been payable to the Executive under this Section 6 if such
         Termination had been effected by the Company Without Cause.










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6.7.     General Termination Provisions.

         6.7.1.   Notice of Termination Any termination by the Company or by the
                  Executive shall be communicated by Notice of Termination to
                  the other party thereto given in accordance with Section 14.3
                  hereof. The failure by the Executive or the Company to set
                  forth in the Notice of Termination any fact or circumstance
                  which contributes to a showing of Good Reason, Cause or
                  Disability shall not render the Notice of Termination
                  ineffective or waive any right of the Executive or the Company
                  hereunder or preclude the Executive or the Company from
                  asserting such fact or circumstance in enforcing the
                  Executive's or the Company's rights hereunder.

         6.7.2.   Employee Benefits Payable on Termination. Except in the case
                  where the Executive's employment is terminated for Cause or
                  the Employee voluntarily terminates his employment for other
                  than Good Reason and notwithstanding anything in this
                  Agreement to the contrary, the Company shall maintain in full
                  force and effect to the end of the two year period commencing
                  on the Reset Date immediately preceding the Date of
                  Termination, for the continued benefit of the Executive and,
                  if applicable, the Executive's spouse and children, the
                  employee benefits set forth in Item H of Schedule A attached
                  hereto that he was entitled to receive immediately prior to
                  the Date of Termination (subject to the general terms and
                  conditions applicable at such time and from time to time of
                  the plans and programs under which he receives such benefits).

         6.7.3.   Stock Options Except in the case where the Executive's
                  employment is terminated for Cause or the Executive
                  voluntarily terminates his employment for other than Good
                  Reason and notwithstanding anything in this Agreement to the
                  contrary, any unvested stock options previously issued to the
                  Executive shall become vested in the Executive, or his estate
                  as the case may be, immediately upon receipt of a Notice of
                  Termination provided that, if the Option Plan under which the
                  options were granted prohibits such immediate vesting, the
                  Company shall pay the cash equivalent of the aggregate
                  positive spread between the



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                  exercise price of all such unvested options and the highest
                  closing price of the Company's common stock during the 10
                  trading days preceding the Termination Date.

         6.7.4.   Mitigation of Amounts Payable Hereunder. The Executive shall
                  not be required to mitigate the amount of any payment provided
                  for in this Section 6 by seeking other employment or
                  otherwise, nor shall the amount of any payment provided for in
                  this Section 6 be reduced by any compensation earned by the
                  Executive as the result of employment by another employer
                  after the Date of Termination, or otherwise.

         6.7.5.   Complete Payment. The payments and other benefits to be made
                  or to be extended to the Executive under the provisions of
                  this Section 6 upon termination of the Executive's employment
                  shall be in complete satisfaction of any and all payments that
                  would otherwise be due to the Executive had he remained
                  employed by the Company during the remainder of the Employment
                  Period and the Company shall have no further obligation to
                  make any payment or extend any benefit to the Executive under
                  Sections 4, 5 and 6 of this Agreement or otherwise upon or
                  after such termination other than as provided in this Section
                  6.

7.       INDEMNITY. The Company shall indemnify, to the full extent authorized
         by law, the Executive and his heirs, executives, administrators and
         legal representatives, from any and all suits, claims, actions, demands
         or proceedings of any kind to which the Executive is named or in
         respect of which he may be or become liable by reason of the fact that
         he is or was a director, officer or employee of any member of the
         Company Group or by reason of the fact that he is or was, at the
         Company's request, serving as the representative of the Company or any
         member of the Company Group on any other corporation, trust, joint
         venture or enterprise not part of the Company Group.

8.       CONFIDENTIAL INFORMATION. The Executive recognizes and acknowledges
         that he requires access to Confidential Information to perform his
         duties hereunder and such information constitutes valuable, special and
         unique property of the Company Group. The Company



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         agrees to provide Confidential Information immediately upon the
         execution of this Agreement and thereafter at such time or times as are
         or may become required by the needs of the position of the Executive
         and his responsibilities within the Company. The Executive agrees that
         he shall not at any time, either during or subsequent to the term of
         this Agreement, disclose to others, use, copy or permit to be copied,
         except in pursuance of his duties for and on behalf of the Company, its
         successors, assigns or nominees, any Confidential Information of any
         member of the Company Group (regardless of whether developed by the
         Executive) without the prior written consent of the Company, provided
         however, that this provision shall not prohibit the Executive from
         disclosing Confidential Information in compliance with a court order.

9.       DELIVERY OF DOCUMENTS UPON TERMINATION. The Executive shall deliver to
         the Company or its designee at the termination of his employment all
         correspondence, memoranda, notes, records, drawings, sketches, plans,
         customer lists, product compositions, and other documents and all
         copies thereof, made, composed or received by the Executive, solely or
         jointly with others, that are in the Executive's possession, custody,
         or control at termination and that are related in any manner to the
         past, present, or anticipated business of any member of the Company
         Group, except for items owned by the Executive at the Effective Date.
         In this regard, the Executive hereby grants and conveys to the Company
         all right, title and interest in and to, including without limitation,
         the right to possess, print, copy, and sell or otherwise dispose of,
         any reports, records, papers, summaries, photographs, drawings or other
         documents, and writings, and copies, abstracts or summaries thereof,
         that may be prepared by the Executive or under his direction or that
         may come into his possession in any way during the term of his
         employment with the Company that relate in any manner to the past,
         present or anticipated business of any member of the Company Group.

10.      FURTHER ACTS. At the request of the Company (but without additional
         compensation from the Company during his employment by the Company) the
         Executive shall execute any and all papers and perform all lawful acts
         that the Company may deem necessary or appropriate to further evidence
         or carry out the transactions contemplated in this Agreement including,
         without limitation, such acts as may be necessary for the preparation,
         filing, prosecution, and maintenance of applications for United States
         letters patent and foreign letters patent, or for



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         United States and foreign copyright, with respect to any inventions,
         works or other matters prepared or authored by the Executive in the
         course of his employment.

11.      NO COMPETITION. In consideration for being given access to Confidential
         Information by the Company upon the execution of this agreement the
         Executive acknowledges and agrees that:

         11.1.    He shall not directly or indirectly engage in the business of
                  acquiring oil and natural gas reserves and oil and natural gas
                  production and exploitation; or any other business in which
                  any member of the Company Group directly or indirectly engages
                  during the Employment Period. This provision shall apply
                  during the Employment Period and through the first anniversary
                  of the expiration thereof, provided, however, that the
                  restriction in this Section 11 shall apply only to the
                  reasonable and limited geographic area in which any member of
                  the Company Group directly or indirectly has material
                  operations as of the Date of Termination or expiration of this
                  Agreement whichever comes first. For purposes of this Section
                  11, the Executive shall be deemed to engage in a business if
                  he directly or indirectly, engages or invests in, owns,
                  manages, operates, controls or participates in the ownership,
                  management, operation or control of, is employed by,
                  associated or in any manner connected with, or renders
                  services or advice to, any business engaged in acquiring oil
                  and natural gas reserves and oil and natural gas production
                  and exploitation; provided, however, that the Executive may
                  invest in the securities of any enterprise (but without
                  otherwise participating in the activities of such enterprise)
                  if (x) such securities are listed on any national or regional
                  securities exchange or have been registered under Section
                  12(g) of the Securities Exchange Act of 1934 and (y) the
                  Executive does not have Beneficial Ownership of more than 5%
                  of the outstanding capital stock of such enterprise;

         11.2.    If a court of competent jurisdiction determines that the
                  length of time or any other restriction, or portion thereof,
                  set forth in this Section 11 is overly restrictive and
                  unenforceable, the court may reduce or modify such
                  restrictions to those which it deems reasonable and
                  enforceable under the circumstances, and as so reduced or
                  modified, the parties hereto agree that the restrictions of
                  this Section 11 shall remain in full force and effect. The
                  Executive further agrees that if a court of competent



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                  jurisdiction determines that any provision of this Section 11
                  is invalid or against public policy, the remaining provisions
                  of this Section 11 and the remainder of this Agreement shall
                  not be affected thereby, and shall remain in full force and
                  effect.

         11.3.    The geographic area in which the Company Group does business
                  is the continental United States in scope and that the
                  restrictions imposed by this Agreement are legitimate,
                  reasonable and necessary to protect the investment of the
                  Company Group in its business and the goodwill associated
                  therewith. The Executive acknowledges that the scope and
                  duration of the restrictions contained herein are reasonable
                  in light of the time that the Executive has been engaged in
                  the oil and gas industry, his reputation therein and his
                  relationship with the suppliers, customers and clients of the
                  Company Group. The Executive further acknowledges that the
                  restrictions contained herein are not burdensome to the
                  Executive in light of the consideration paid therefor and the
                  other opportunities that remain open to the Executive.
                  Moreover, the Executive acknowledges that he has other means
                  or opportunities available to him for the pursuit of his
                  profession or livelihood that will not be impaired by this
                  Section 11.

12.      REMEDIES. The Executive acknowledges that a remedy at law for any
         breach or attempted breach of the Executive's obligations under
         Sections 8 through 11 hereof may be inadequate, and he agrees that the
         Company may be entitled to specific performance and injunctive and
         other equitable remedies in case of any such breach or attempted
         breach, and further agrees to waive any requirement for the securing or
         posting of any bond in connection with the obtaining of any such
         injunctive or other equitable relief. The Company shall have the right
         to offset against amounts to be paid to the Executive pursuant to the
         terms hereof any amounts from time to time owing by the Executive to
         the Company. The termination of the Agreement pursuant to Section 4, ,
         6.3 or 6.4 hereof shall not be deemed to be a waiver by the Company of
         any breach by the Executive of this Agreement or any other obligation
         owed the Company, and notwithstanding such a termination the Executive
         shall be liable for all damages attributable to such a breach.




                                       16
<PAGE>   17


13.      DISPUTE RESOLUTION. Subject to the Company's right to seek injunctive
         relief in court as provided in Section 12 hereof, any dispute,
         controversy or claim arising out of or in relation to or connection to
         this Agreement, including without limitation any dispute as to the
         construction, validity, interpretation, enforceability or breach of
         this Agreement, shall be exclusively and finally settled by
         arbitration, and any party may submit such dispute, controversy or
         claim, including a claim for indemnification under this Section 13, to
         arbitration.

         13.1.    Selection of Arbitrators. The arbitration shall be heard and
                  determined by one arbitrator, who shall be impartial and who
                  shall be selected by mutual agreement of the parties. If the
                  parties cannot agree on the sole arbitrator, then the
                  appointing authority for the implementation of such procedure
                  shall be the Senior United States District Judge for the
                  Northern District of Texas, who shall appoint an independent
                  arbitrator who does not have any financial interest in the
                  dispute, controversy or claim. If the Senior United States
                  District Judge for the Northern District of Texas refuses or
                  fails to act as the appointing authority within ninety (90)
                  days after being requested to do so, then the appointing
                  authority shall be the Chief Executive Officer of the American
                  Arbitration Association, who shall appoint an independent
                  arbitrator who does not have any financial interest in the
                  dispute, controversy or claim. All decisions and awards by the
                  arbitration tribunal shall be made by majority vote.

         13.2.    Proceedings. Unless otherwise expressly agreed in writing by
                  the parties to the arbitration proceedings:

                  13.2.1.  The arbitration proceedings shall be held in Dallas,
                           Texas, at a site chosen by mutual agreement of the
                           parties, or if the parties cannot reach agreement on
                           a location within thirty (30) days of the appointment
                           of the last arbitrator, then at a site chosen by the
                           arbitrators;

                  13.2.2.  The arbitrators shall be and remain at all times
                           wholly independent and impartial;




                                       17
<PAGE>   18


                  13.2.3.  The arbitration proceedings shall be conducted in
                           accordance with the Commercial Arbitration Rules of
                           the American Arbitration Association, as amended from
                           time to time;

                  13.2.4.  Any procedural issues not determined under the
                           arbitral rules selected pursuant to item 13.2.3 above
                           shall be determined by the law of the place of
                           arbitration, other than those laws which would refer
                           the matter to another jurisdiction;

                  13.2.5.  The decision of the arbitrators shall be: reduced to
                           writing; final and binding without the right of
                           appeal; the sole and exclusive remedy regarding any
                           claims, counterclaims, issues or accounting presented
                           to the arbitrators; made and promptly paid in United
                           States dollars free of any deduction or offset other
                           than as provided in Section 14.11; and any costs or
                           fees incident to enforcing the award shall, to the
                           maximum extent permitted by law, be charged against
                           the party resisting such enforcement;

                  13.2.6.  The award shall include interest from the date of any
                           breach or violation of this Agreement, as determined
                           by the arbitral award, and from the date of the award
                           until paid in full, at the applicable Federal rate
                           provided for in Section 7872(f)(2)(A) of the Code;
                           and

                  13.2.7.  Judgment upon the award may be entered in any court
                           having jurisdiction over the person or the assets of
                           the party owing the judgment or application may be
                           made to such court for a judicial acceptance of the
                           award and an order of enforcement, as the case may
                           be.

         13.3.    Acknowledgment Of Parties. Each party acknowledges that by
                  executing this Agreement he or it has voluntarily and
                  knowingly entered into an agreement to arbitrate under this
                  Section.




                                       18
<PAGE>   19


14.      MISCELLANEOUS PROVISIONS.

         14.1.    Successors of the Company. The Company will require any
                  successor (whether direct or indirect, by purchase, merger,
                  consolidation or otherwise) to all or substantially all of the
                  business and/or assets of the Company, by agreement in form
                  and substance satisfactory to the Executive, expressly to
                  assume and agree to perform this Agreement in the same manner
                  and to the same extent that the Company would be required to
                  perform it if no such succession had taken place. Failure of
                  the Company to obtain such agreement prior to the
                  effectiveness of any such succession shall be a breach of this
                  Agreement and shall entitle the Executive to compensation from
                  the Company in the same amount and on the same terms as the
                  Executive would be entitled to under this Agreement had the
                  Executive terminated his employment for Good Reason, except
                  that for purposes of implementing the foregoing, the date on
                  which any such succession becomes effective shall be deemed
                  the Date of Termination. As used in this Agreement, "COMPANY"
                  shall mean the Company as hereinbefore defined and any
                  successor to its business and/or assets as aforesaid which
                  executes and delivers the agreement provided for in this
                  Section 14.1 or which otherwise becomes bound by all the terms
                  and provisions of this Agreement by operation of law.

         14.2.    Executive's Heirs, etc. The Executive may not assign his
                  rights or delegate his duties or obligations hereunder without
                  the written consent of the Company. This Agreement shall inure
                  to the benefit of and be enforceable by the Executive's
                  personal or legal representatives, executors, administrators,
                  successors, heirs, distributees, devisees and legatees. If the
                  Executive should die while any amounts would still be payable
                  to him hereunder as if he had continued to live, all such
                  amounts, unless otherwise provided herein, shall be paid in
                  accordance with the terms of this Agreement to his designee
                  or, if there be no such designee, to his estate.

         14.3.    Notice. For the purposes of this Agreement, notices and all
                  other communications provide for in the Agreement shall be in
                  writing and shall be deemed to have been duly given when
                  delivered or mailed by United States registered or certified
                  mail,



                                       19
<PAGE>   20


                  return receipt requested, postage prepaid, addressed to the
                  respective addresses set forth on the first page of this
                  Agreement, provided that all notices to the Company shall be
                  directed to the attention of the Chief Executive Officer of
                  the Company with a copy to the Secretary of the Company, or to
                  such other place in respect of which a party has delivered a
                  written notice of change of address in accordance herewith,
                  except that notices of change of address shall be effective
                  only upon receipt.

         14.4.    Amendment; Waiver. No provisions of this Agreement may be
                  modified, waived or discharged unless such waiver,
                  modification or discharge is agreed to in writing signed by
                  the Executive and such officer as may be specifically
                  designated by the Board of Directors of the Company. No waiver
                  by either party hereto at any time of any breach by the other
                  party hereto of, or compliance with, any condition or
                  provision of this Agreement to be performed by such other
                  party shall be deemed a waiver of similar or dissimilar
                  provisions or conditions at the same or at any prior or
                  subsequent time. No agreements or representations, oral or
                  otherwise, express or implied, with respect to the subject
                  matter hereof have been made by either party which are not set
                  forth expressly in this Agreement.

         14.5.    Invalid Provisions. Should any portion of this Agreement be
                  adjudged or held to be invalid, unenforceable or void, such
                  holding shall not have the effect of invalidating or voiding
                  the remainder of this Agreement and the parties hereby agree
                  that the portion so held invalid, unenforceable or void shall,
                  if possible, be deemed amended or reduced in scope, or
                  otherwise be stricken from this Agreement to the extent
                  required for the purposes of validity and enforcement thereof.

         14.6.    Survival of the Executive's Obligations. Regardless of whether
                  the Executive's employment by the Company is terminated,
                  voluntarily or involuntarily, by the Company or the Executive,
                  with or without Cause, the Executive's fiduciary obligations
                  arising as a consequence of his employment and, without
                  limiting the generality of the foregoing, the provisions of
                  Sections 8 through 11 of this Agreement shall survive the
                  termination of this Agreement.


                                       20
<PAGE>   21


         14.7.    Counterparts. This Agreement may be executed in one or more
                  counterparts, each of which shall be deemed to be an original
                  but all of which together will constitute one and the same
                  instrument.

         14.8.    Governing Law. This Agreement shall be governed by and
                  construed under the laws of the State of Texas.

         14.9.    Captions and Gender. The use of captions and Section headings
                  herein is for purposes of convenience only and shall not
                  effect the interpretation or substance of any provisions
                  contained herein. Similarly, the use of the masculine gender
                  with respect to pronouns in this Agreement is for purposes of
                  convenience and includes either sex who may be a signatory.

         14.10.   Entire Agreement. This Agreement constitutes the entire
                  agreement between the parties hereto with respect to the
                  subject matter hereof and supersedes all prior agreements,
                  both written and oral, between the parties with respect to the
                  subject matter hereof including the employment agreement dated
                  as of July 1, 1998. Without limiting the generality of the
                  foregoing, the Executive acknowledges that the employment
                  agreement dated July 1, 1998 has been terminated and is no
                  longer of any force or effect.

         14.11.   Legal Costs; Payments During Dispute. The Company shall pay
                  promptly as incurred, to the full extent permitted by law but
                  subject always to a maximum of $25,000, all legal fees and
                  out-of-pocket expenses which the Executive may reasonably
                  incur as a result of any contest by the Company, the Executive
                  or his estate or legal representative, of the validity or
                  enforceability of, or liability under, any provision of this
                  Agreement or any guarantee of performance thereof (including
                  as a result of any contest by the Executive about the amount
                  of any payment pursuant to this Agreement), plus in each case
                  interest on any delayed payment at the applicable Federal rate
                  provided for in Section 7872(f)(2)(A) of the Code. It is
                  further agreed that in the event that the Executive or his
                  legal representative is found by the board of arbitration,
                  court or other body adjudicating




                                       21
<PAGE>   22


                  the contest to be entitled to less than the amount of relief
                  originally claimed by the Executive, the Executive shall
                  reimburse the Company for the amount of legal fees and
                  expenses incurred by the Company hereunder on behalf of the
                  Executive in proportion to the extent of such shortfall and
                  the Company may deduct such amount from any amount otherwise
                  payable to the Executive or his legal representative.

         IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date first set forth above.



DEVX ENERGY, INC.

By:    /s/ Edward J. Munden
       -----------------------
Name:  Edward J. Munden
Title: Chief Executive Officer

(EXECUTIVE)

/s/ William W. Lesikar
------------------------------
Name: William W. Lesikar











                                       22
<PAGE>   23



                                   SCHEDULE A
                               SALARY AND BENEFITS






A.       Base Salary. The Company shall pay the Executive during the Employment
         Period the Base Salary as set out in Schedule B as same may be
         increased from time to time. The Base Salary shall be paid by the
         Company in accordance with its regular payroll practices. The Company
         may not reduce the Executive's Base Salary at any time during the
         Employment Period.

B.       Bonus. The Company may, in its sole discretion, pay to the Executive an
         annual cash bonus (the "ANNUAL BONUS") of between 0% and 200% of the
         Executive's Target Bonus as set out in Schedule B as same may be
         amended from time to time. For greater certainty, it is expressly
         understood and agreed that the Company may, in its absolute discretion,
         determine that the Annual Bonus to be paid to the Executive in any
         particular fiscal year may be zero or otherwise less than, equal to or
         in excess of the Target Bonus established for such year. Any Annual
         Bonus that is declared but not paid by the last business day of the
         third month following the fiscal year end in respect of which the bonus
         was declared shall bear interest thereafter until paid at the greater
         of the Prime Rate then in effect or the highest rate then applicable
         under any lending agreement to which the Company is then a party.

C.       Annual Review. The Board's Compensation Committee of the Board of
         Directors of the Company shall review the Base Salary and Target Bonus
         annually on or before the start of each fiscal year during the
         Employment Period and may amend same in accordance with this agreement
         as the Committee deems appropriate.

D.       Stock Options. The Company, may in its sole discretion, grant the
         Executive such stock options pursuant to the Company's 1997 Incentive
         Equity Plan (the "PLAN") as determined by the Compensation Committee of
         the Company's Board of Directors. All such Stock Options shall be
         subject to the terms and conditions of the Plan.




<PAGE>   24


E.       Directors' and Officers' Insurance. The Executive shall be entitled to
         the benefit of such directors and officers insurance coverage as the
         Company may put in place from time to time during the Employment
         Period.

F.       Payment and Reimbursement of Expenses. During the Employment Period,
         the Company shall pay or reimburse the Executive for all reasonable
         travel and other expenses incurred by the Executive in performing his
         obligations under this Agreement in accordance with the policies and
         procedures of the Company for its senior executive officers, provided
         that the Executive properly accounts therefor in accordance with the
         regular policies of the Company.

G.       Office Space. The Company shall, at its expense, provide an office for
         the Executive at the headquarters of the Company. The Company shall
         furnish and equip the Executive's office in accordance with the
         standards commensurate with a position similar to that of the Executive
         in a corporation of equivalent size located in the same area and
         engaged in the same type of business as that of the Company.

H.       Fringe Benefits and Perquisites. During the Employment Period, the
         Executive shall be entitled to participate in or receive the Benefits
         as set out in Schedule B and under any other plan or arrangement made
         available by the Company to its senior executive officers including
         medical, dental and disability insurance, 401K plans and other benefit
         plans as and when established by the Company, subject to and on a basis
         consistent with the terms, conditions and overall administration of
         such plans and arrangements. Nothing paid to the Executive under any
         plan or arrangement made available to the Executive shall be deemed to
         be in lieu of compensation hereunder. Nothing herein shall obligate the
         Company to establish any such plan or arrangement not expressly
         required in Schedule B.

I.       Tax. The Company may deduct and withhold from any compensation,
         benefits, or amounts payable under this Agreement all federal, state,
         city, or other taxes as may be required pursuant to any law or
         governmental regulation or ruling.



<PAGE>   25


                                   Schedule B

               to the Employment Agreement dated November 10, 2000
                    Between DevX Energy, Inc. (the "Company")
                    and William W. Lesikar (the "Executive")



Base Salary:                        $145,000 per annum

Target Bonus:                       35% of Base Salary

Duties and Responsibilities:        The Executive shall direct and oversee all
                                    financial and accounting aspects of the
                                    Company's operations including developing
                                    and maintaining banking and public market
                                    relationships, preparation and presentation
                                    of financial data to senior management or
                                    outside parties as and when required,
                                    working with and supporting the efforts of
                                    our external auditors in the preparation of
                                    the audit and other matters as required,
                                    supervising the preparation of periodic and
                                    other filings, such as Forms 10-Q and 10-K,
                                    to the SEC and other regulatory agencies,
                                    supervising all accounting support personnel
                                    and otherwise take an active role, as a
                                    member of senior management of the Company
                                    in all major corporate decisions;

Reporting Relationships:            the Chief Executive Officer or equivalent.

Benefits:

         A. Vacation       During the Employment Term, the Executive shall be
                           entitled to paid vacation and such other paid
                           absences, whether for holidays, illness,



<PAGE>   26


                           personal time, or any similar purposes, as determined
                           by the Company from time to time provided that the
                           amount of paid vacation shall not be less than three
                           (3) weeks (or fifteen (15) business days) during any
                           12 month period.

     B.  Sick Leave        During any period of illness, the Company shall
                           continue to pay the Base Salary to the Executive
                           until such time as the illness constitutes a
                           Disability as defined in the Agreement.

     C.  Vehicle Allowance         $450 per month.

     D.  Professional dues         The Company shall pay the Executive's annual
                                    membership fees as approved from time to
                                    time by the Chief Executive Officer.